HERITAGE COMMERCE CORP - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


	Washington, D.C. 20549

	FORM 10-Q


(MARK ONE)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 000-23877

Heritage Commerce Corp

(Exact name of Registrant as Specified in its Charter)

California (State or Other Jurisdiction of Incorporation or Organization)	77-0469558 (I.R.S. Employer Identification No.)
224 Airport Parkway, San Jose, California (Address of Principal Executive Offices)	95110 (Zip Code)

(408) 947-6900

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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


Title of each class:	Trading Symbol:	Name of each exchange on which registered:
Common Stock, No Par Value	HTBK	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐	Smaller reporting company ☐
			Emerging growth company ☐

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

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

The Registrant had 61,099,155 shares of Common Stock outstanding on October 30, 2023.

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HERITAGE COMMERCE CORP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page No.
Cautionary Note on Forward-Looking Statements		3

Part I. FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (unaudited)	6

	Consolidated Balance Sheets	6

	Consolidated Statements of Income	7

	Consolidated Statements of Comprehensive Income	8

	Consolidated Statements of Changes in Shareholders’ Equity	9

	Consolidated Statements of Cash Flows	10

	Notes to Unaudited Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	79

Item 4.	Controls and Procedures	79

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	79

Item 1A.	Risk Factors	79

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	82

Item 3.	Defaults Upon Senior Securities	82

Item 4.	Mine Safety Disclosures	82

Item 5.	Other Information	82

Item 6.	Exhibits	82

SIGNATURES		83

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains various statements that may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, Rule 3b-6 promulgated thereunder and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These forward-looking statements often can be, but are not always, identified by the use of words such as “assume,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” “predict,” “anticipate,” “may,” “might,” “should,” “could,” “goal,” “potential” and similar expressions. We base these forward-looking statements on our current expectations and projections about future events, our assumptions regarding these events and our knowledge of facts at the time the statements are made. Such forward-looking statements may be deemed to include, among other things, statements relating to the Company’s future financial performance, projected cash flows of our investment securities portfolio, the performance of our loan portfolio, estimated net interest income resulting from a shift in interest rates, expectation of high credit quality issuers ability to repay, as well as statements relating to the anticipated effects on the Company’s financial condition and results of operations from expected developments or events.

These forward-looking statements are subject to various risks and uncertainties that may be outside our control and our actual results could differ materially from our projected results. Risks and uncertainties that could cause our financial performance to differ materially from our goals, plans, expectations and projections expressed in forward-looking statements include those set forth in our filings with the Securities and Exchange Commission (“SEC”), Item 1A of the Heritage Commerce Corp’s (“the Company”) Annual Report on Form 10-K for the year ended December 31, 2022, as supplemented by the information set forth in Item 1A (Risk Factors) of this report, and including, but not limited to the following:

●

factors that affect our liquidity and our ability to meet customer demands for deposit withdrawals, including our cash on hand and the availability of funds from our lines of credit;

●

media items and consumer confidence as those factors affect depositors’ confidence in the banking system generally and our bank in particular;

●

factors that affect the value and liquidity of our investment portfolios, particularly the values of securities available-for-sale;

●

the effect of our measures to assure adequate liquidity of deposits as those measures affect profitability, including increasing interest rates on deposits as a component of our interest expense;

●

our ability to estimate accurately, and to establish adequate reserves against, the risk of loss associated with our loan and lease portfolio;

●

events and circumstances that affect our borrowers’ financial condition, results of operations and cash flows, which may, during periods of economic uncertainty or decline, adversely affect those borrowers’ ability to repay our loans timely and in full, or to comply with their other obligations under our loan agreements with those customers;

●

geopolitical and domestic political developments, including ongoing conflicts in Ukraine and the Middle East, as well as other regions that are experiencing or that may in the future experience political or economic upheaval, that can increase levels of political and economic unpredictability, contribute to rising energy and commodity prices, and increase the volatility of financial markets;

●

current and future economic and market conditions in the United States generally or in the communities we serve, including the effects of declines in property values and overall slowdowns in economic growth should these events occur;

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●

effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Open Market Committee of the Federal Reserve Board and other factors that affect market interest rates generally;

●

inflationary pressures and changes in the interest rate environment that reduce our margins and yields, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans to customers, whether held in the portfolio or in the secondary market;

●

changes in the level of nonperforming assets and charge offs and other credit quality measures, and their impact on the adequacy of our allowance for credit losses and our provision for credit losses;

●

volatility in credit and equity markets and its effect on the global economy;

●

conditions relating to the impact of the COVID-19 pandemic, and other infectious illness outbreaks that may arise in the future, on our customers, employees, businesses, liquidity, financial results and overall condition including severity and duration of the associated uncertainties in U.S. and global markets;

●

our ability to compete effectively with other banks and financial services companies and the effects of competition in the financial services industry on our business;

●

our ability to achieve loan growth and attract deposits in our market area;

●

risks associated with concentrations in real estate related loans;

●

the relative strength or weakness of the commercial and real estate markets where our borrowers are located, including related vacancy rates, and asset and market prices;

●

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

●

regulatory limits on Heritage Bank of Commerce’s ability to pay dividends to the Company;

●

operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which we are highly dependent;

●

our inability to attract, recruit, and retain qualified officers and other personnel could harm our ability to implement our strategic plan, impair our relationships with customers and adversely affect our business, results of operations and growth prospects;

●

possible adjustment of the valuation of our deferred tax assets or of the goodwill associated with previous acquisitions;

●

our ability to keep pace with technological changes, including our ability to identify and address cyber-security risks such as data security breaches, “denial of service” attacks, “hacking” and identity theft;

●

inability of our framework to manage risks associated with our business, including operational risk and credit risk;

●

risks of loss of funding of the Small Business Administration (“SBA”) or SBA loan programs, or changes in those programs;

●

compliance with applicable laws and governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection, securities, accounting and tax matters;

●

effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters;

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●

the expense and uncertain resolution of litigation matters whether occurring in the ordinary course of business or otherwise;

●

availability of and competition for acquisition opportunities;

●

risks resulting from domestic or international terrorism, riots, widespread mayhem, and similar events or circumstances;

●

risks of natural disasters (including earthquakes, fires, and flooding) and other events beyond our control; and

●

our success in managing the risks involved in the foregoing factors.

Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events. You should consider any forward looking statements in light of this explanation, and we caution you about relying on forward-looking statements.

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Part I—FINANCIAL INFORMATION

ITEM 1—CONSOLIDATED FINANCIAL STATEMENTS

HERITAGE COMMERCE CORP

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30,		December 31,
	2023		2022

	(Dollars in thousands)
Assets
Cash and due from banks	$	40,076	$	27,595
Other investments and interest-bearing deposits in other financial institutions		605,476		279,008
Total cash and cash equivalents		645,552		306,603
Securities available-for-sale, at fair value		457,194		489,596
Securities held-to-maturity, at amortized cost, net of allowance for credit losses of $13 at September 30, 2023 and
$14 at December 31, 2022 (fair value of $542,009 at September 30, 2023 and $614,452 at December 31, 2022)		664,681		714,990
Loans held-for-sale - SBA, at lower of cost or fair value, including deferred costs		841		2,456
Loans, net of deferred fees		3,285,461		3,298,550
Allowance for credit losses on loans		(47,702)		(47,512)
Loans, net		3,237,759		3,251,038
Federal Home Loan Bank ("FHLB"), Federal Reserve Bank ("FRB") stock and other investments, at cost		32,535		32,522
Company-owned life insurance		79,607		78,945
Premises and equipment, net		9,707		9,301
Goodwill		167,631		167,631
Other intangible assets		9,229		11,033
Accrued interest receivable and other assets		98,571		93,465
Total assets	$	5,403,307	$	5,157,580

Liabilities and Shareholders' Equity
Liabilities:
Deposits:
Demand, noninterest-bearing	$	1,243,501	$	1,736,722
Demand, interest-bearing		1,004,185		1,196,427
Savings and money market		1,110,640		1,285,444
Time deposits - under $250		43,906		32,445
Time deposits - $250 and over		252,001		108,192
ICS/CDARS - interest-bearing demand, money market and time deposits		921,224		30,374
Total deposits		4,575,457		4,389,604
Subordinated debt, net of issuance costs		39,463		39,350
Accrued interest payable and other liabilities		126,457		96,170
Total liabilities		4,741,377		4,525,124

Shareholders' equity:
Preferred stock, no par value; 10,000,000 shares authorized; none issued and outstanding
at September 30, 2023 and December 31, 2022		—		—
Common stock, no par value; 100,000,000 shares authorized;
61,099,155 shares issued and outstanding at September 30, 2023 and
60,852,723 shares issued and outstanding at December 31, 2022		505,692		502,923
Retained earnings		173,707		146,389
Accumulated other comprehensive loss		(17,469)		(16,856)
Total shareholders' equity		661,930		632,456
Total liabilities and shareholders' equity	$	5,403,307	$	5,157,580

See notes to consolidated financial statements (unaudited).

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HERITAGE COMMERCE CORP

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

	(Dollars in thousands, except per share amounts)
Interest income:
Loans, including fees	$	44,853	$	38,870	$	132,993	$	110,509
Securities, taxable		6,797		5,874		20,835		13,725
Securities, exempt from Federal tax		232		260		718		828
Other investments, interest-bearing deposits
in other financial institutions and Federal funds sold		8,909		5,170		20,860		8,574
Total interest income		60,791		50,174		175,406		133,636

Interest expense:
Deposits		14,880		1,595		31,504		3,855
Short-term borrowings		—		—		1,365		—
Subordinated debt		539		538		1,614		1,640
Total interest expense		15,419		2,133		34,483		5,495

Net interest income before provision for credit losses on loans		45,372		48,041		140,923		128,141
Provision for credit losses on loans		168		1,006		460		258
Net interest income after provision for credit losses on loans		45,204		47,035		140,463		127,883

Noninterest income:
Service charges and fees on deposit accounts		859		1,360		3,503		2,839
Increase in cash surrender value of life insurance		517		484		1,512		1,444
Gain on sales of SBA loans		207		308		482		491
Termination fees		118		16		129		61
Gain on proceeds from company owned life insurance		100		—		100		27
Servicing income		62		125		297		370
Gain on warrants		—		32		—		669
Other		353		456		1,033		1,438
Total noninterest income		2,216		2,781		7,056		7,339

Noninterest expense:
Salaries and employee benefits		14,147		14,119		42,943		41,416
Occupancy and equipment		2,301		2,415		7,123		7,129
Professional fees		717		1,230		3,265		3,601
Other		8,006		6,135		22,232		18,195
Total noninterest expense		25,171		23,899		75,563		70,341
Income before income taxes		22,249		25,917		71,956		64,881
Income tax expense		6,454		7,848		20,841		19,125
Net income	$	15,795	$	18,069	$	51,115	$	45,756

Earnings per common share:
Basic	$	0.26		0.30	$	0.84	$	0.76
Diluted	$	0.26		0.30	$	0.83	$	0.75

See notes to consolidated financial statements (unaudited).

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HERITAGE COMMERCE CORP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

		(Dollars in thousands)
Net income	$	15,795	$	18,069	$	51,115	$	45,756
Other comprehensive income (loss):
Change in net unrealized holding gains (losses) on
available-for-sale securities and I/O strips		(243)		(13,188)		(701)		(20,317)
Deferred income taxes		70		3,824		203		5,891
Change in unrealized gains (losses) on securities and I/O strips,
net of deferred income taxes		(173)		(9,364)		(498)		(14,426)
Change in net pension and other benefit plan liability adjustment		(35)		104		(104)		311
Deferred income taxes		(3)		(34)		(11)		(101)
Change in pension and other benefit plan liability, net of
deferred income taxes		(38)		70		(115)		210
Other comprehensive income (loss)		(211)		(9,294)		(613)		(14,216)
Total comprehensive income	$	15,584	$	8,775	$	50,502	$	31,540

See notes to consolidated financial statements (unaudited).

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HERITAGE COMMERCE CORP

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)


						Accumulated
						Other		Total
	Common Stock			Retained		Comprehensive		Shareholders’
	Shares	Amount		Earnings		Loss		Equity

	(Dollars in thousands, except per share amounts)
Balance, January 1, 2022	60,339,837	$	497,695	$	111,329	$	(10,996)	$	598,028
Net income	—		—		12,866		—		12,866
Other comprehensive loss	—		—		—		(3,058)		(3,058)
Amortization of restricted stock awards,
net of forfeitures and taxes	—		518		—		—		518
Cash dividend declared $0.13 per share	—		—		(7,848)		—		(7,848)
Stock option expense, net of forfeitures and taxes	—		149		—		—		149
Stock options exercised	68,009		401		—		—		401
Balance March 31, 2022	60,407,846		498,763		116,347		(14,054)		601,056
Net income	—		—		14,821		—		14,821
Other comprehensive loss	—		—		—		(1,864)		(1,864)
Issuance (forfeitures) of restricted stock awards, net	189,305		—		—		—		—
Amortization of restricted stock awards,
net of forfeitures and taxes	—		477		—		—		477
Cash dividend declared $0.13 per share	—		—		(7,858)		—		(7,858)
Stock option expense, net of forfeitures and taxes	—		144		—		—		144
Stock options exercised	69,643		448		—		—		448
Balance June 30, 2022	60,666,794		499,832		123,310		(15,918)		607,224
Net income	—		—		18,069		—		18,069
Other comprehensive loss	—		—		—		(9,294)		(9,294)
Issuance (forfeitures) of restricted stock awards, net	37,000		—		—		—		—
Amortization of restricted stock awards,
net of forfeitures and taxes	—		1,234		—		—		1,234
Cash dividend declared $0.13 per share	—		—		(7,890)		—		(7,890)
Stock option expense, net of forfeitures and taxes	—		153		—		—		153
Stock options exercised	13,000		21		—		—		21
Balance September 30, 2022	60,716,794	$	501,240	$	133,489	$	(25,212)	$	609,517


Balance, January 1, 2023	60,852,723		502,923		146,389		(16,856)		632,456
Net income	—		—		18,917		—		18,917
Other comprehensive income	—		—		—		2,539		2,539
Amortization of restricted stock awards,
net of forfeitures and taxes	—		382		—		—		382
Cash dividend declared $0.13 per share	—		—		(7,916)		—		(7,916)
Stock option expense, net of forfeitures and taxes	—		147				—		147
Stock options exercised	95,884		683				—		683
Balance March 31, 2023	60,948,607		504,135		157,390		(14,317)		647,208
Net income	—		—		16,403		—		16,403
Other comprehensive loss	—		—		—		(2,941)		(2,941)
Issuance (forfeitures) of restricted stock awards, net	65,446		—		—		—		—
Forfeiture of restricted stock awards, net									—
Amortization of restricted stock awards,
net of forfeitures and taxes	—		376		—		—		376
Cash dividend declared $0.13 per share	—		—		(7,940)		—		(7,940)
Restricted stock units ("RSUs") and performance-based
restricted stock units ("PRSUs") expense, net of taxes	—		96		—		—		96
Stock option expense, net of forfeitures and taxes	—		154		—		—		154
Stock options exercised	77,102		314		—		—		314
Balance June 30, 2023	61,091,155	$	505,075	$	165,853	$	(17,258)	$	653,670
Net income	—		—		15,795		—		15,795
Other comprehensive loss	—		—		—		(211)		(211)
Issuance (forfeitures) of restricted stock awards, net	8,000		—		—		—		—
Amortization of restricted stock awards,
net of forfeitures and taxes	—		321		—		—		321
Cash dividend declared $0.13 per share	—		—		(7,941)		—		(7,941)
RSUs and PRSUs expense, net of taxes	—		148		—		—		148
Stock option expense, net of forfeitures and taxes	—		148		—		—		148
Stock options exercised	—		—		—		—		—
Balance September 30, 2023	61,099,155	$	505,692	$	173,707	$	(17,469)	$	661,930

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See notes to consolidated financial statements (unaudited).

HERITAGE COMMERCE CORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended
	September 30,
	2023		2022

	(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	51,115	$	45,756
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of premiums and accretion of discounts on securities		(3,746)		290
Gain on sale of SBA loans		(482)		(491)
Proceeds from sale of SBA loans originated for sale		8,035		7,689
SBA loans originated for sale		(5,938)		(7,392)
Provision for credit losses on loans		460		258
Increase in cash surrender value of life insurance		(1,512)		(1,444)
Depreciation and amortization		828		850
Amortization of other intangible assets		1,804		1,976
Stock option expense, net		449		446
RSUs and PRSUs expense		244		—
Amortization of restricted stock awards, net		1,079		2,229
Amortization of subordinated debt issuance costs		113		134
Gain on proceeds from company-owned life insurance		(100)		(27)
Effect of changes in:
Accrued interest receivable and other assets		(4,400)		(3,225)
Accrued interest payable and other liabilities		29,642		(4,337)
Net cash provided by operating activities		77,591		42,712

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of securities available-for-sale		—		(414,025)
Purchase of securities held-to-maturity		—		(119,447)
Maturities/paydowns/calls of securities available-for-sale		36,283		18,442
Maturities/paydowns/calls of securities held-to-maturity		49,500		72,794
Purchase of mortgage loans		—		(148,014)
Net change in loans		12,819		22,720
Changes in FHLB stock and other investments		(13)		(13)
Proceeds from redemption of company-owned life insurance		950		604
Purchase of premises and equipment		(1,234)		(639)
Net cash provided by (used in) investing activities		98,305		(567,578)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits		185,853		(76,147)
Exercise of stock options		997		870
Payment of cash dividends		(23,797)		(23,596)
Redemption of subordinated debt		—		(40,000)
Issuance of subordinated debt, net of issuance costs		—		39,274
Net cash provided by (used in) financing activities		163,053		(99,599)
Net increase (decrease) in cash and cash equivalents		338,949		(624,465)
Cash and cash equivalents, beginning of period		306,603		1,306,216
Cash and cash equivalents, end of period	$	645,552	$	681,751

Supplemental disclosures of cash flow information:
Interest paid	$	29,887	$	4,878
Income taxes paid, net	$	79	$	19,171

Supplemental schedule of non-cash activity:
Recording of right of use assets in exchange for lease obligations	$	541	$	1,751
Transfer of loans held-for-sale to loan portfolio	$	—	$	480

See notes to consolidated financial statements (unaudited).

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HERITAGE COMMERCE CORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

1) Basis of Presentation

The unaudited consolidated financial statements of Heritage Commerce Corp (the “Company” or “HCC”) and its wholly owned subsidiary, Heritage Bank of Commerce (the “Bank” or “HBC”), have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements are not included herein. The interim statements should be read in conjunction with the consolidated financial statements and notes that were included in the Company’s Form 10-K for the year ended December 31, 2022.

HBC is a commercial bank serving customers primarily located in Alameda, Contra Costa, Marin, San Benito, San Francisco, San Mateo, and Santa Clara counties of California. CSNK Working Capital Finance Corp. a California corporation, dba Bay View Funding (“Bay View Funding”) is a wholly owned subsidiary of HBC, and provides business-essential working capital factoring financing to various industries throughout the United States. No customer accounts for more than 10% of revenue for HBC or the Company. The Company reports its results for two segments: banking and factoring. The Company’s management uses segment results in its operating and strategic planning.

In management’s opinion, all adjustments necessary for a fair presentation of these consolidated financial statements have been included and are of a normal and recurring nature. All intercompany transactions and balances have been eliminated.

The preparation of financial statements in accordance with GAAP requires management to make a number of judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expense in the financial statements. Various elements of our accounting policies, by their nature, involve the application of highly sensitive and judgmental estimates and assumptions. Some of these policies and estimates relate to matters that are highly complex and contain inherent uncertainties. Material estimates that are particularly susceptible to significant change include the determination of the allowance for credit losses and any impairment of goodwill or intangible assets. It is possible that, in some instances, different estimates and assumptions could reasonably have been made and used by management, instead of those we applied, which might have produced different results that could have had a material effect on the financial statements.

The results for the three months and nine months ended September 30, 2023 are not necessarily indicative of the results expected for any subsequent period or for the entire year ending December 31, 2023.

Reclassifications

Certain reclassifications of prior year balances have been made to conform to the current year presentation. These reclassifications had no impact on the Company’s consolidated financial position, results of operations or net change in cash and cash equivalents.

Adoption of New Accounting Standards

In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-02 Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which 1) eliminates the accounting guidance for troubled debt restructurings ("TDRs") by creditors while enhancing the disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty; and 2) requires that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases. The Company adopted the guidance of ASU 2022-02 on January 1, 2023 and the amendments were applied prospectively. The adoption of this new guidance did not impact the financial position or results of operations.

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Accounting Guidance Issued But Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from London Inter-Bank Offered Rate (“LIBOR”) toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered "minor" so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for derivative accounting. ASU 2020-04 is effective March 12, 2020 through December 31, 2024. An entity may elect to apply ASU 2020-04 for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic within the Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. The Company does not expect any material impact on its consolidated financial statements since the Company has an insignificant number of financial instruments applicable to this ASU.

2) Earnings Per Share

Basic earnings per common share is computed by dividing net income by the weighted average common shares outstanding. Diluted earnings per share reflect potential dilution from outstanding stock options using the treasury stock method. Unvested restricted stock units are not considered participating securities and as a result are not considered outstanding under the two class method of computing basic earnings per common share. There were 1,905,852 and 1,763,377 weighted average stock options outstanding for the three months and nine months ended September 30, 2023, respectively, considered to be antidilutive and excluded from the computation of diluted earnings per share. There were no weighted average RSUs outstanding for the three months ended September 30, 2023, and 66,458 weighted average RSUs outstanding for the nine months ended September 30, 2023, respectively, considered to be antidilutive and excluded from the computation of diluted earnings per shares. There were 1,377,019 and 1,224,442 weighted average stock options outstanding for the three months and nine months ended September 30, 2022, considered to be antidilutive and excluded from the computation of diluted earnings per share. A reconciliation of these factors used in computing basic and diluted earnings per common share is as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

	(Dollars in thousands, except per share amounts)
Net income	$	15,795	$	18,069	$	51,115	$	45,756

Weighted average common shares outstanding
for basic earnings per common share		61,093,289		60,686,992		61,012,315		60,541,015
Dilutive potential common shares		342,951		436,809		272,275		463,825
Shares used in computing diluted
earnings per common share		61,436,240		61,123,801		61,284,590		61,004,840

Basic earnings per share	$	0.26	$	0.30	$	0.84	$	0.76
Diluted earnings per share	$	0.26	$	0.30	$	0.83	$	0.75

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3) Accumulated Other Comprehensive Income (Loss) (“AOCI”)

The following table reflects the changes in AOCI by component for the periods indicated:


	Three Months Ended September 30, 2023 and 2022
	Unrealized
	Losses on
	Available-		Defined
	for-Sale		Benefit
	Securities		Pension
	and I/O		Plan
	Strips		Items(1)		Total

	(Dollars in thousands)
Beginning balance July 1, 2023, net of taxes	$	(11,719)	$	(5,539)	$	(17,258)
Other comprehensive income (loss) before reclassification,
net of taxes		(173)		(13)		(186)
Amounts reclassified from other comprehensive income (loss),
net of taxes		—		(25)		(25)
Net current period other comprehensive income (loss),
net of taxes		(173)		(38)		(211)

Ending balance September 30, 2023, net of taxes	$	(11,892)	$	(5,577)	$	(17,469)

Beginning balance July 1, 2022, net of taxes	$	(2,909)	$	(13,009)	$	(15,918)
Other comprehensive income (loss) before reclassification,
net of taxes		(9,364)		(3)		(9,367)
Amounts reclassified from other comprehensive income (loss),
net of taxes		—		73		73
Net current period other comprehensive income (loss),
net of taxes		(9,364)		70		(9,294)

Ending balance September 30, 2022, net of taxes	$	(12,273)	$	(12,939)	$	(25,212)


	Nine Months Ended September 30, 2023 and 2022
	Unrealized
	Losses on
	Available-		Defined
	for-Sale		Benefit
	Securities		Pension
	and I/O		Plan
	Strips		Items(1)		Total

	(Dollars in thousands)
Beginning balance January 1, 2023, net of taxes	$	(11,394)	$	(5,462)	$	(16,856)
Other comprehensive loss before reclassification,
net of taxes		(498)		(41)		(539)
Amounts reclassified from other comprehensive income (loss),
net of taxes		—		(74)		(74)
Net current period other comprehensive income (loss),
net of taxes		(498)		(115)		(613)

Ending balance September 30, 2023, net of taxes	$	(11,892)	$	(5,577)	$	(17,469)

Beginning balance January 1, 2022, net of taxes	$	2,153	$	(13,149)	$	(10,996)
Other comprehensive income (loss) before reclassification,
net of taxes		(14,426)		(9)		(14,435)
Amounts reclassified from other comprehensive income (loss),
net of taxes		—		219		219
Net current period other comprehensive income (loss),
net of taxes		(14,426)		210		(14,216)

Ending balance September 30, 2022, net of taxes	$	(12,273)	$	(12,939)	$	(25,212)

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(1)	This AOCI component is included in the computation of net periodic benefit cost (see Note 8—Benefit Plans) and includes split-dollar life insurance benefit plan.


	Amounts Reclassified from
	AOCI
	Three Months Ended
	September 30,				Affected Line Item Where
Details About AOCI Components	2023		2022		Net Income is Presented

	(Dollars in thousands)
Amortization of defined benefit pension plan items ⁽¹⁾
Prior transition obligation and actuarial losses ⁽²⁾	$	48	$	10
Prior service cost and actuarial losses ⁽³⁾		(13)		(114)
		35		(104)	Other noninterest expense
		(10)		31	Income tax benefit
		25		(73)	Net of tax
Total reclassification from AOCI for the period	$	25	$	(73)


	Amounts Reclassified from
	AOCI
	Nine Months Ended
	September 30,				Affected Line Item Where
Details About AOCI Components	2023		2022		Net Income is Presented

	(Dollars in thousands)
Amortization of defined benefit pension plan items ⁽¹⁾
Prior transition obligation and actuarial losses ⁽²⁾	$	143	$	31
Prior service cost and actuarial losses ⁽³⁾		(39)		(342)
		104		(311)	Other noninterest expense
		(30)		92	Income tax benefit
		74		(219)	Net of tax
Total reclassification from AOCI for the period	$	74	$	(219)

(1)	This AOCI component is included in the computation of net periodic benefit cost (see Note 8—Benefit Plans).

(2)	This is related to the split dollar life insurance benefit plan.

(3)	This is related to the supplemental executive retirement plan.

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4) Securities

The amortized cost and estimated fair value of securities were as follows for the periods indicated:


			Gross		Gross		Allowance		Estimated
	Amortized		Unrealized		Unrealized		for Credit		Fair
September 30, 2023	Cost		Gains		(Losses)		Losses		Value

	(Dollars in thousands)
Securities available-for-sale:
U.S. Treasury	$	406,602	$	—	$	(9,606)	$	—	$	396,996
Agency mortgage-backed securities		67,383		—		(7,185)		—		60,198
Total	$	473,985	$	—	$	(16,791)	$	—	$	457,194

			Gross		Gross		Estimated		Allowance
	Amortized		Unrecognized		Unrecognized		Fair		for Credit
September 30, 2023	Cost		Gains		(Losses)		Value		Losses

	(Dollars in thousands)
Securities held-to-maturity:
Agency mortgage-backed securities	$	632,241	$	—	$	(119,932)	$	512,309	$	—
Municipals - exempt from Federal tax		32,453		—		(2,753)		29,700		(13)
Total	$	664,694	$	—	$	(122,685)	$	542,009	$	(13)


			Gross		Gross		Allowance		Estimated
	Amortized		Unrealized		Unrealized		for Credit		Fair
December 31, 2022	Cost		Gains		(Losses)		Losses		Value

	(Dollars in thousands)
Securities available-for-sale:
U.S. Treasury	$	428,797	$	—	$	(10,323)	$	—	$	418,474
Agency mortgage-backed securities		76,916		—		(5,794)		—		71,122
Total	$	505,713	$	—	$	(16,117)	$	—	$	489,596

			Gross		Gross		Estimated		Allowance
	Amortized		Unrecognized		Unrecognized		Fair		for Credit
December 31, 2022	Cost		Gains		(Losses)		Value		Losses

	(Dollars in thousands)
Securities held-to-maturity:
Agency mortgage-backed securities	$	677,381	$	235	$	(99,977)	$	577,639	$	—
Municipals - exempt from Federal tax		37,623		9		(819)		36,813		(14)
Total	$	715,004	$	244	$	(100,796)	$	614,452	$	(14)

Securities with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position are as follows for the periods indicated:


	Less Than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
September 30, 2023	Value		(Losses)		Value		(Losses)		Value		(Losses)

	(Dollars in thousands)
Securities available-for-sale:
U.S. Treasury	$	4,853	$	(108)	$	392,143	$	(9,498)	$	396,996	$	(9,606)
Agency mortgage-backed securities		—		—		60,198		(7,185)		60,198		(7,185)
Total	$	4,853	$	(108)	$	452,341	$	(16,683)	$	457,194	$	(16,791)

Securities held-to-maturity:
Agency mortgage-backed securities	$	24,959	$	(1,167)	$	487,350	$	(118,765)	$	512,309	$	(119,932)
Municipals — exempt from Federal tax		16,723		(1,264)		12,977		(1,489)		29,700		(2,753)
Total	$	41,682	$	(2,431)	$	500,327	$	(120,254)	$	542,009	$	(122,685)

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	Less Than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
December 31, 2022	Value		(Losses)		Value		(Losses)		Value		(Losses)

	(Dollars in thousands)
Securities available-for-sale:
U.S. Treasury	$	418,474	$	(10,323)	$	—	$	—	$	418,474	$	(10,323)
Agency mortgage-backed securities		71,122		(5,794)		—		—		71,122		(5,794)
Total	$	489,596	$	(16,117)	$	—	$	—	$	489,596	$	(16,117)

Securities held-to-maturity:
Agency mortgage-backed securities	$	136,264	$	(12,866)	$	429,257	$	(87,111)	$	565,521	$	(99,977)
Municipals — exempt from Federal tax		31,007		(819)		—		—		31,007		(819)
Total	$	167,271	$	(13,685)	$	429,257	$	(87,111)	$	596,528	$	(100,796)

There were no holdings of securities of any one issuer, other than the U.S. Government and its sponsored entities, in an amount greater than 10% of shareholders’ equity. At September 30, 2023, the Company held 442 securities (168 available-for-sale and 274 held-to-maturity), of which 438 had fair value below amortized cost. The unrealized losses were due to higher interest rates in comparison to when the securities were purchased. The issuers are of high credit quality and all principal amounts are expected to be paid when securities mature. The fair value is expected to recover as the securities approach their maturity date and/or market rates decline. The Company does not believe that it is more likely than not that the Company will be required to sell a security in an unrealized loss position prior to recovery in value. The Company does not consider these securities to be credit impaired at September 30, 2023.

The amortized cost and estimated fair values of securities as of September 30, 2023 are shown by contractual maturity below. The expected maturities will differ from contractual maturities if borrowers have the right to call or pre-pay obligations with or without call or pre-payment penalties. Securities not due at a single maturity date are shown separately.


	Available-for-sale
	Amortized		Estimated
	Cost		Fair Value

	(Dollars in thousands)
Due three months or less	$	15,963	$	15,947
Due after three months through one year		208,050		204,833
Due after one through five years		182,589		176,216
Agency mortgage-backed securities		67,383		60,198
Total	$	473,985	$	457,194

	Held-to-maturity
	Amortized		Estimated
	Cost (1)		Fair Value

	(Dollars in thousands)
Due after three months through one year	$	1,065	$	1,055
Due after one through five years		6,459		6,164
Due after five through ten years		24,353		21,946
Due after ten years		576		535
Agency mortgage-backed securities		632,241		512,309
Total	$	664,694	$	542,009

(1)	Gross of the allowance for credit losses of $13,000 at September 30, 2023.

Securities with amortized cost of $1,055,583,000 and $66,272,000 as of September 30, 2023 and December 31, 2022 were pledged to secure public deposits and for other purposes as required or permitted by law or contract. The increase in pledged securities at September 30, 2023 was due to an increase in securities pledged to secure our collateralized lines of credit with the FHLB and FRB.

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The table below presents a roll-forward by major security type for the nine months ended September 30, 2023 of the allowance for credit losses on debt securities held-to-maturity at period end:


		Municipals
		(Dollars in thousands)
Beginning balance January 1, 2023	$	14
Recapture of credit losses		(1)
Ending balance September 30, 2023	$	13

For the nine months ended September 30, 2023, the allowance for credit losses on the Company’s held-to-maturity municipal investment securities portfolio decreased ($1,000) to $13,000. The bond ratings for the Company’s municipal investment securities at September 30, 2023 were consistent with the ratings at December 31, 2022.

5) Loans and Allowance for Credit Losses on Loans

On January 1, 2020, the Company adopted the current expected credit loss (“CECL”) model under ASU 2016-13 (Topic 326) using the modified retrospective approach. The allowance for credit losses on loans is an estimate of the current expected credit losses in the loan portfolio. Loans are charged-off against the allowance when management determines that a loan balance has become uncollectible. Subsequent recoveries, if any, are credited to the allowance for credit losses on loans.

Management’s methodology for estimating the allowance balance consists of several key elements, which include pooling loans with similar characteristics into segments and using a discounted cash flow calculation to estimate losses. The discounted cash flow model inputs include loan level cash flow estimates for each loan segment based on peer and bank historic loss correlations with certain economic factors. Management uses a four quarter forecast of each economic factor that is used for each loan segment and the economic factors are assumed to revert to the historic mean over an eight quarter period after the forecast period. The economic factors management has selected include the California unemployment rate, California gross domestic product, California home price index, and a national CRE value index. These factors are evaluated and updated as economic conditions change. Additionally, management uses qualitative adjustments to the discounted cash flow quantitative loss estimates in certain cases when management has determined an adjustment is necessary. These qualitative adjustments are applied by pooled loan segment and have been added for increased risk due to loan quality trends, collateral risk, or other risks management determines are not adequately captured in the discounted cash flow loss estimation. Specific allowances on individually evaluated loans are combined to the allowance on pools of loans with similar risk characteristics to derive the total allowance for credit losses on loans.

Management has also considered other qualitative risks such as collateral values, concentrations of credit risk (geographic, large borrower, and industry), economic conditions, changes in underwriting standards, experience and depth of lending staff, trends in delinquencies, and the level of criticized loans to address asset-specific risks and current conditions that were not fully considered by the macroeconomic variables driving the quantitative estimate.

The allowance for credit losses on loans was calculated by pooling loans of similar credit risk characteristics and credit monitoring procedures. The loan portfolio is classified into eight segments of loans - commercial, commercial real estate – owner occupied, commercial real estate – non-owner occupied, land and construction, home equity, multifamily, residential mortgages and consumer and other.

The risk characteristics of each loan portfolio segment are as follows:

Commercial

Commercial loans primarily rely on the identified cash flows of the borrower for repayment and secondarily on the underlying collateral provided by the borrower. However, the cash flows of the borrowers may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable, inventory or equipment and may incorporate a personal guarantee; however, some loans may be unsecured. Included in commercial loans are $473,000 of Small Business Administration (“SBA”) Paycheck Protection Program loans and $52,082,000 of Bay View Funding factored receivables at September 30, 2023, compared to $1,166,000 and $79,263,000, respectively, at December 31, 2022.

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Commercial Real Estate (“CRE”)

CRE loans rely primarily on the cash flows of the properties securing the loan and secondarily on the value of the property that is securing the loan. CRE loans comprise two segments differentiated by owner occupied CRE and non-owner occupied CRE. Owner occupied CRE loans are secured by commercial properties that are at least 50% occupied by the borrower or borrower affiliate. Non-owner occupied CRE loans are secured by commercial properties that are less than 50% occupied by the borrower or borrower affiliate. CRE loans may be adversely affected by conditions in the real estate markets or in the general economy.

Land and Construction

Land and construction loans are generally based on estimates of costs and value associated with the complete project. Construction loans usually involve the disbursement of funds with repayment substantially dependent on the success of the completion of the project. Sources of repayment for these loans may be permanent loans from HBC or other lenders, or proceeds from the sales of the completed project. These loans are monitored by on-site inspections and are considered to have higher risk than other real estate loans due to the final repayment dependent on numerous factors including general economic conditions.

Home Equity

Home equity loans are secured by 1-4 family residences that are generally owner occupied. Repayment of these loans depends primarily on the personal income of the borrower and secondarily on the value of the property securing the loan which can be impacted by changes in economic conditions such as the unemployment rate and property values. These loans are generally revolving lines of credit.

Multifamily

Multifamily loans are loans on residential properties with five or more units. These loans rely primarily on the cash flows of the properties securing the loan for repayment and secondarily on the value of the properties securing the loan. The cash flows of these borrowers can fluctuate along with the values of the underlying property depending on general economic conditions.

Residential Mortgages

Residential mortgage loans are secured by 1-4 family residences which are generally owner-occupied. Repayment of these loans depends primarily on the personal income of the borrower and secondarily on the value of the property securing the loan which can be impacted by changes in economic conditions such as the unemployment rate and property values. These are term loans and are acquired.

Consumer and Other

Consumer and other loans are secured by personal property or are unsecured and rely primarily on the income of the borrower for repayment and secondarily on the collateral value for secured loans. Borrower income and collateral values can vary depending on economic conditions.

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Loan Distribution

Loans by portfolio segment and the allowance for credit losses on loans were as follows for the periods indicated:


	September 30,		December 31,
	2023		2022

	(Dollars in thousands)
Loans held-for-investment:
Commercial	$	430,664	$	533,915
Real estate:
CRE - owner occupied		589,751		614,663
CRE - non-owner occupied		1,208,324		1,066,368
Land and construction		158,138		163,577
Home equity		124,477		120,724
Multifamily		253,129		244,882
Residential mortgages		503,006		537,905
Consumer and other		18,526		17,033
Loans		3,286,015		3,299,067
Deferred loan fees, net		(554)		(517)
Loans, net of deferred fees		3,285,461		3,298,550
Allowance for credit losses on loans		(47,702)		(47,512)
Loans, net	$	3,237,759	$	3,251,038

Changes in the allowance for credit losses on loans were as follows for the periods indicated:


	Three Months Ended September 30, 2023
			CRE		CRE
			Owner		Non-owner		Land &		Home		Multi-		Residential		Consumer
	Commercial		Occupied		Occupied		Construction		Equity		Family		Mortgages		and Other		Total

	(Dollars in thousands)
Beginning of period balance	$	6,550	$	5,463	$	23,523	$	2,870	$	730	$	4,383	$	4,129	$	155	$	47,803
Charge-offs		(447)		—		—		—		—		—		—		—		(447)
Recoveries		59		2		—		—		117		—		—		—		178
Net (charge-offs) recoveries		(388)		2		—		—		117		—		—		—		(269)
Provision for (recapture of) credit losses on loans		(557)		(120)		1,396		(126)		(140)		331		(635)		19		168
End of period balance	$	5,605	$	5,345	$	24,919	$	2,744	$	707	$	4,714	$	3,494	$	174	$	47,702

	Three Months Ended September 30, 2022
			CRE		CRE
			Owner		Non-owner		Land &		Home		Multi-		Residential		Consumer
	Commercial		Occupied		Occupied		Construction		Equity		Family		Mortgages		and Other		Total

	(Dollars in thousands)
Beginning of period balance	$	6,602	$	6,009	$	21,474	$	2,498	$	695	$	2,824	$	5,232	$	156	$	45,490
Charge-offs		(7)		—		—		—		—		—		—		—		(7)
Recoveries		202		4		—		—		26		—		—		200		432
Net recoveries		195		4		—		—		26		—		—		200		425
Provision for (recapture of) credit losses on loans		302		(96)		(416)		(7)		(36)		406		1,077		(224)		1,006
End of period balance	$	7,099	$	5,917	$	21,058	$	2,491	$	685	$	3,230	$	6,309	$	132	$	46,921

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	Nine Months Ended September 30, 2023
			CRE		CRE
			Owner		Non-owner		Land &		Home		Multi-		Residential		Consumer
	Commercial		Occupied		Occupied		Construction		Equity		Family		Mortgages		and Other		Total

	(Dollars in thousands)
Beginning of period balance	$	6,617	$	5,751	$	22,135	$	2,941	$	666	$	3,366	$	5,907	$	129	$	47,512
Charge-offs		(605)		—		—		—		(246)		—		—		—		(851)
Recoveries		247		10		—		—		324		—		—		—		581
Net (charge-offs) recoveries		(358)		10		—		—		78		—		—		—		(270)
Provision for (recapture of) credit losses on loans		(654)		(416)		2,784		(197)		(37)		1,348		(2,413)		45		460
End of period balance	$	5,605	$	5,345	$	24,919	$	2,744	$	707	$	4,714	$	3,494	$	174	$	47,702

	Nine Months Ended September 30, 2022
			CRE		CRE
			Owner		Non-owner		Land &		Home		Multi-		Residential		Consumer
	Commercial		Occupied		Occupied		Construction		Equity		Family		Mortgages		and Other		Total

	(Dollars in thousands)
Beginning of period balance	$	8,414	$	7,954	$	17,125	$	1,831	$	864	$	2,796	$	4,132	$	174	$	43,290
Charge-offs		(378)		—		—		—		—		—		—		—		(378)
Recoveries		335		11		—		—		81		—		—		3,324		3,751
Net (charge-offs) recoveries		(43)		11		—		—		81		—		—		3,324		3,373
Provision for (recapture of) credit losses on loans		(1,272)		(2,048)		3,933		660		(260)		434		2,177		(3,366)		258
End of period balance	$	7,099	$	5,917	$	21,058	$	2,491	$	685	$	3,230	$	6,309	$	132	$	46,921

The following tables present the amortized cost basis of nonperforming loans and loans past due over 90 days and still accruing at the periods indicated:


	September 30, 2023
	Nonaccrual		Nonaccrual			Loans
	with no Specific		with Specific			over 90 Days
	Allowance for		Allowance for			Past Due
	Credit		Credit			and Still
	Losses		Losses			Accruing	Total

	(Dollars in thousands)
Commercial	$	1,269	$	443	$	1,966	$	3,678
Real estate:
CRE - Owner Occupied		—		—		—		—
CRE - Non-Owner Occupied		—		—		—		—
Home equity		90		—		—		90
Residential mortgages		1,716		—		—		1,716
Total	$	3,075	$	443	$	1,966	$	5,484


	December 31, 2022
					Restructured
	Nonaccrual		Nonaccrual		and Loans
	with no Specific		with no Specific		over 90 Days
	Allowance for		Allowance for		Past Due
	Credit		Credit		and Still
	Losses		Losses		Accruing		Total

	(Dollars in thousands)
Commercial	$	318	$	324	$	349	$	991
Real estate:
CRE - Owner Occupied		—		—		—		—
CRE - Non-Owner Occupied		—		—		1,336		1,336
Home equity		98		—		—		98
Total	$	416	$	324	$	1,685	$	2,425

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The following tables present the aging of past due loans by class for the periods indicated:


	September 30, 2023
	30 - 59		60 - 89		90 Days or
	Days		Days		Greater		Total
	Past Due		Past Due		Past Due		Past Due		Current		Total

	(Dollars in thousands)
Commercial	$	4,621	$	1,298	$	3,382	$	9,301	$	421,363	$	430,664
Real estate:
CRE - Owner Occupied		—		809		—		809		588,942		589,751
CRE - Non-Owner Occupied		—		—		—		—		1,208,324		1,208,324
Land and construction		—		—		—		—		158,138		158,138
Home equity				—		90		90		124,387		124,477
Multifamily		—		—		—		—		253,129		253,129
Residential mortgages		—		—		1,716		1,716		501,290		503,006
Consumer and other		15		—		—		15		18,511		18,526
Total	$	4,636	$	2,107	$	5,188	$	11,931	$	3,274,084	$	3,286,015


	December 31, 2022
	30 - 59		60 - 89		90 Days or
	Days		Days		Greater		Total
	Past Due		Past Due		Past Due		Past Due		Current		Total

	(Dollars in thousands)
Commercial	$	7,236	$	2,519	$	703	$	10,458	$	523,457	$	533,915
Real estate:
CRE - Owner Occupied		252		—		—		252		614,411		614,663
CRE - Non-Owner Occupied		—		—		1,336		1,336		1,065,032		1,066,368
Land and construction		—		—		—		—		163,577		163,577
Home equity		—		98		—		98		120,626		120,724
Multifamily		—		—		—		—		244,882		244,882
Residential mortgages		4,202		720		—		4,922		532,983		537,905
Consumer and other		—		—		—		—		17,033		17,033
Total	$	11,690	$	3,337	$	2,039	$	17,066	$	3,282,001	$	3,299,067

Past due loans 30 days or greater totaled $11,931,000 and $17,066,000 at September 30, 2023 and December 31, 2022, respectively, of which $2,522,000 and $479,000 were on nonaccrual, respectively. At September 30, 2023, there were also $996,000 of loans less than 30 days past due included in nonaccrual loans held-for-investment. At December 31, 2022, there were also $261,000 loans less than 30 days past due included in nonaccrual loans held-for-investment. Management’s classification of a loan as “nonaccrual” is an indication that there is reasonable doubt as to the full recovery of principal or interest on the loan. At that point, the Company stops accruing interest income, and reverses any uncollected interest that had been accrued as income. The Company begins recognizing interest income only as cash interest payments are received and it has been determined the collection of all outstanding principal is not in doubt.

Credit Quality Indicators

Concentrations of credit risk arise when a number of customers are engaged in similar business activities, or activities in the same geographic region, or have similar features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions. The Company’s loan portfolio is concentrated in commercial (primarily manufacturing, wholesale, and service) and real estate lending, with the remaining balance in consumer loans. While no specific industry concentration is considered significant, the Company’s lending operations are located in the Company’s market areas that are dependent on the technology and real estate industries and their supporting companies. Thus, the Company’s borrowers could be adversely impacted by a downturn in these sectors of the economy which could reduce the demand for loans and adversely impact the borrowers’ ability to repay their loans.

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, and other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a quarterly basis. Nonclassified loans generally include those loans that are expected to be repaid in accordance with their contractual loan terms. Loans categorized as special mention have potential weaknesses that may, if not checked or corrected, weaken the credit or inadequately protect the Company’s position at some future date. These loans pose elevated risk, but their weaknesses do not yet justify a substandard

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classification. Classified loans are those loans that are assigned a substandard, substandard-nonaccrual, or doubtful risk rating using the following definitions:

Special Mention. A Special Mention asset has potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in a deterioration of the repayment prospects for the asset or in the credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

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

Substandard-Nonaccrual. Loans classified as substandard-nonaccrual are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any, and it is probable that the Company will not receive payment of the full contractual principal and interest. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. In addition, the Company no longer accrues interest on the loan because of the underlying weaknesses.

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

Loss. Loans classified as loss are considered uncollectable or of so little value that their continuance as assets is not warranted. This classification does not necessarily mean that a loan has no recovery or salvage value; but rather, there is much doubt about whether, how much, or when the recovery would occur. Loans classified as loss are immediately charged off against the allowance for credit losses on loans. Therefore, there is no balance to report as of September 30, 2023 and December 31, 2022.

Loans may be reviewed at any time throughout a loan’s duration. If new information is provided, a new risk assessment may be performed if warranted.

The following tables present term loans amortized cost by vintage and loan grade classification, and revolving loans amortized cost by loan grade classification at September 30, 2023 and December 31, 2022. The loan grade classifications are based on the Bank’s internal loan grading methodology. Loan grade categories for doubtful and loss rated loans are not included on the tables below as there are no loans with those grades at September 30, 2023 and December 31, 2022. The vintage year represents the period the loan was originated or in the case of renewed loans, the period last renewed. The amortized balance is the loan balance less any purchase discounts, plus any loan purchase premiums. The loan categories are based on the loan segmentation in the Company's CECL reserve methodology based on loan purpose and type.

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														Revolving
		Term Loans Amortized Cost Basis by Originated Period as of September 30, 2023												Loans
											2018 and			Amortized
	9/30/2023		12/31/2022		12/31/2021		12/31/2020		12/31/2019		Prior			Cost Basis		Total

	(Dollars in thousands)
Commercial:
Pass	$	88,304	$	26,356	$	22,309	$	16,302	$	13,713	$	23,489	$	219,252	$	409,725
Special Mention		2,020		2,657		492		—		425		1,139		6,015		12,748
Substandard		231		876		521		—		307		3,795		749		6,479
Substandard-Nonaccrual		—		—		223		—		283		506		700		1,712
Total		90,555		29,889		23,545		16,302		14,728		28,929		226,716		430,664

CRE - Owner Occupied:
Pass		25,554		86,171		114,303		69,100		53,704		218,884		10,643		578,359
Special Mention		—		1,574		3,263		467		—		4,975		—		10,279
Substandard		—		—		—		—		1,107		6		—		1,113
Substandard-Nonaccrual		—		—		—		—		—		—		—		—
Total		25,554		87,745		117,566		69,567		54,811		223,865		10,643		589,751

CRE - Non-Owner Occupied:
Pass		176,351		237,904		267,063		28,534		102,839		376,429		2,355		1,191,475
Special Mention		—		—		—		—		—		8,959		—		8,959
Substandard		—		—		—		—		—		7,666		224		7,890
Substandard-Nonaccrual		—		—		—		—		—		—		—		—
Total		176,351		237,904		267,063		28,534		102,839		393,054		2,579		1,208,324

Land and construction:
Pass		39,051		62,958		33,165		12,184		1,884		—		—		149,242
Special Mention		—		—		—		—		4,235		—		—		4,235
Substandard		—		—		3,706		955		—		—		—		4,661
Substandard-Nonaccrual		—		—		—		—		—		—		—		—
Total		39,051		62,958		36,871		13,139		6,119		—		—		158,138

Home equity:
Pass		—		—		—		—		—		933		117,621		118,554
Special Mention		—		—		—		—		—		—		2,295		2,295
Substandard		—		—		—		—		—		—		3,538		3,538
Substandard-Nonaccrual		—		—		—		—		—		—		90		90
Total		—		—		—		—		—		933		123,544		124,477

Multifamily:
Pass		28,725		41,477		56,134		5,426		42,397		76,408		325		250,892
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		2,237		—		2,237
Substandard-Nonaccrual		—		—		—		—		—		—		—		—
Total		28,725		41,477		56,134		5,426		42,397		78,645		325		253,129

Residential mortgage:
Pass		1,191		178,799		279,895		1,045		7,661		29,730		—		498,321
Special Mention		—		1,343		—		—		—		—		—		1,343
Substandard		—		1,430		—		—		—		196		—		1,626
Substandard-Nonaccrual		—		1,716		—		—		—		—		—		1,716
Total		1,191		183,288		279,895		1,045		7,661		29,926		—		503,006

Consumer and other:
Pass		—		1,380		6		—		—		2,081		14,992		18,459
Special Mention		—		—		67		—		—		—		—		67
Substandard		—		—		—		—		—		—		—		—
Substandard-Nonaccrual		—		—		—		—		—		—		—		—
Total		—		1,380		73		—		—		2,081		14,992		18,526

Total loans	$	361,427	$	644,641	$	781,147	$	134,013	$	228,555	$	757,433	$	378,799	$	3,286,015

Risk Grades:
Pass	$	359,176	$	635,045	$	772,875	$	132,591	$	222,198	$	727,954	$	365,188	$	3,215,027
Special Mention		2,020		5,574		3,822		467		4,660		15,073		8,310		39,926
Substandard		231		2,306		4,227		955		1,414		13,900		4,511		27,544
Substandard-Nonaccrual		—		1,716		223		—		283		506		790		3,518
Grand Total	$	361,427	$	644,641	$	781,147	$	134,013	$	228,555	$	757,433	$	378,799	$	3,286,015

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														Revolving
														Loans
		Term Loans Amortized Cost Basis by Originated Period as of December 31, 2022												Amortized
	2022		2021		2020		2019		2018		Prior Periods			Cost Basis		Total

	(Dollars in thousands)
Commercial:
Pass	$	102,969	$	36,752	$	24,406	$	19,272	$	12,089	$	21,127	$	293,546	$	510,161
Special Mention		3,408		1,060		192		1,123		—		6,031		5,551		17,365
Substandard		4		—		—		145		—		102		5,496		5,747
Substandard-Nonaccrual		—		279		—		—		330		33		—		642
Total		106,381		38,091		24,598		20,540		12,419		27,293		304,593		533,915

CRE - Owner Occupied:
Pass		92,689		116,266		75,007		59,887		58,180		194,584		8,758		605,371
Special Mention		—		2,033		867		1,120		—		4,410		—		8,430
Substandard		—		660		—		—		193		9		—		862
Substandard-Nonaccrual		—		—		—		—		—		—		—		—
Total		92,689		118,959		75,874		61,007		58,373		199,003		8,758		614,663

CRE - Non-Owner Occupied:
Pass		239,556		278,051		31,848		101,854		63,905		337,048		3,245		1,055,507
Special Mention		—		—		—		—		—		4,883		—		4,883
Substandard		—		—		—		—		—		5,978		—		5,978
Substandard-Nonaccrual		—		—		—		—		—		—		—		—
Total		239,556		278,051		31,848		101,854		63,905		347,909		3,245		1,066,368

Land and construction:
Pass		62,241		72,847		22,459		6,030		—		—		—		163,577
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Substandard-Nonaccrual		—		—		—		—		—		—		—		—
Total		62,241		72,847		22,459		6,030		—		—		—		163,577

Home equity:
Pass		—		—		—		—		—		44		117,950		117,994
Special Mention		—		—		—		—		—		—		2,346		2,346
Substandard		—		—		—		—		—		144		142		286
Substandard-Nonaccrual		—		98		—		—		—		—				98
Total		—		98		—		—		—		188		120,438		120,724

Multifamily:
Pass		42,111		69,824		4,871		42,412		15,356		66,380		180		241,134
Special Mention		—		—		657		771		—		2,320		—		3,748
Substandard		—		—		—		—		—		—		—		—
Substandard-Nonaccrual		—		—		—		—		—		—		—		—
Total		42,111		69,824		5,528		43,183		15,356		68,700		180		244,882

Residential mortgage:
Pass		191,907		296,270		1,068		6,788		2,724		33,290		—		532,047
Special Mention		—		—		—		1,058		1,482		2,387		—		4,927
Substandard		—		—		—		—		—		931		—		931
Substandard-Nonaccrual		—		—		—		—		—		—		—		—
Total		191,907		296,270		1,068		7,846		4,206		36,608		—		537,905

Consumer and other:
Pass		389		13		—		—		1,364		1,283		13,647		16,696
Special Mention		—		82		—		6		—		—		249		337
Substandard		—		—		—		—		—		—		—		—
Substandard-Nonaccrual		—		—		—		—		—		—		—		—
Total		389		95		—		6		1,364		1,283		13,896		17,033

Total loans	$	735,274	$	874,235	$	161,375	$	240,466	$	155,623	$	680,984	$	451,110	$	3,299,067

Risk Grades:
Pass	$	731,862	$	870,023	$	159,659	$	236,243	$	153,618	$	653,756	$	437,326	$	3,242,487
Special Mention		3,408		3,175		1,716		4,078		1,482		20,031		8,146		42,036
Substandard		4		660		—		145		193		7,164		5,638		13,804
Substandard-Nonaccrual		—		377		—		—		330		33		—		740
Grand Total	$	735,274	$	874,235	$	161,375	$	240,466	$	155,623	$	680,984	$	451,110	$	3,299,067

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The following tables present the gross charge-offs by class of loans and year of origination for the three and nine months ended September 30, 2023:


		Gross Charge-offs by Originated Period for the Three Months Ended September 30, 2023
											2018 and			Revolving
	09/30/2023		12/31/2022		12/31/2021		12/31/2020		12/31/2019		Prior			Loans		Total

	(Dollars in thousands)
Commercial	$	1	$	45	$	—	$	—	$	229	$	172	$	—	$	447
Real estate:
CRE - Owner Occupied		—		—		—		—		—		—		—		—
CRE - Non-Owner Occupied		—		—		—		—		—		—		—		—
Land and construction		—		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—		—
Multifamily		—		—		—		—		—		—		—		—
Residential mortgages		—		—		—		—		—		—		—		—
Consumer and other		—		—		—		—		—		—		—		—
Total	$	1	$	45	$	—	$	—	$	229	$	172	$	—	$	447




		Gross Charge-offs by Originated Period for the Nine Months Ended September 30, 2023
											2018 and			Revolving
	09/30/2023		12/31/2022		12/31/2021		12/31/2020		12/31/2019		Prior			Loans		Total

	(Dollars in thousands)
Commercial	$	1	$	49	$	—	$	—	$	278	$	277	$	—	$	605
Real estate:
CRE - Owner Occupied		—		—		—		—		—		—		—		—
CRE - Non-Owner Occupied		—		—		—		—		—		—		—		—
Land and construction		—		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		246		246
Multifamily		—		—		—		—		—		—		—		—
Residential mortgages		—		—		—		—		—		—		—		—
Consumer and other		—		—		—		—		—		—		—		—
Total	$	1	$	49	$	—	$	—	$	278	$	277	$	246	$	851

The amortized cost basis of collateral-dependent loans by business assets was $443,000 at September 30, 2023. The amortized cost basis of collateral-dependent loans by business assets was $324,000 at December 31, 2022.

When management determines that foreclosures are probable, expected credit losses for collateral-dependent loans are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. For loans for which foreclosure is not probable, but for which repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty, management has elected the practical expedient under ASC 326 to estimate expected credit losses based on the fair value of collateral, adjusted for selling costs as appropriate. The class of loan represents the primary collateral type associated with the loan. Significant quarter over quarter changes are reflective of changes in nonaccrual status and not necessarily associated with credit quality indicators like appraisal value.

Loan Modifications

Occasionally, the Company modifies loans to borrowers experiencing financial difficulty by providing principal forgiveness, term extension, payment delay, or interest reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses.

In some cases, the Company provides multiple types of concessions on one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For the loans included in the “combination” columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension, principal forgiveness, payment delay, and/or interest rate reduction.

The following tables present the amortized cost basis of loans at September 30, 2023 that were both experiencing financial difficulty and modified through the three and nine months ended September 30, 2023, by segment and type of modification. The percentage of the amortized cost basis of the loans that were modified to borrowers experiencing financial difficulty as compared to the amortized cost basis of each class of financing receivable is also presented below.

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	Three Months Ended September 30, 2023
									Combination		Combination
									Term		Term
									Extension		Extension		Total
							Interest		and		and		Class of
	Principal		Payment		Term		Rate		Principal		Interest Rate		Financing
	Forgiveness		Delay		Extension		Reduction		Forgiveness		Reduction		Receivables

	(Dollars in thousands)
Commercial	$	—	$	25	$	—	$	—	$	—	$	—	0.01	%
Total	$	—	$	25	$	—	$	—	$	—	$	—	0.01	%


	Nine Months Ended September 30, 2023
									Combination		Combination
									Term		Term
									Extension		Extension		Total
							Interest		and		and		Class of
	Principal		Payment		Term		Rate		Principal		Interest Rate		Financing
	Forgiveness		Delay		Extension		Reduction		Forgiveness		Reduction		Receivables

	(Dollars in thousands)
Commercial	$	—	$	79	$	—	$	—	$	—	$	2	0.02	%
Total	$	—	$	79	$	—	$	—	$	—	$	2	0.02	%

The Company has committed to lend no additional amounts to the borrowers included in the previous tables.

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following tables present the performance of such loans that have been modified for the periods indicated.

Three Months Ended September 30, 2023

30 - 59

60 - 89

90 Days or

Days

Greater

Total

Past Due

(Dollars in thousands)

Commercial

—

Total

—


	Nine Months Ended September 30, 2023
	30 - 59		60 - 89		90 Days or
	Days		Days		Greater		Total
	Past Due		Past Due		Past Due		Past Due

	(Dollars in thousands)
Commercial	$	37	$	—	$	—	$	37
Total	$	37	$	—	$	—	$	37

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The following tables presents the financial effect of the loan modification presented above to borrowers experiencing financial difficulty for the three and nine months ended September 30, 2023:


	Three Months Ended September 30, 2023
			Weighted		Weighted
			Average		Average
			Interest		Term
	Principal		Rate		Extension
	Forgiveness		Reduction		(Months)

	(Dollars in thousands)
Commercial	$	—	—	%	—
Total	$	—	—	%	—


	Nine Months Ended September 30, 2023
			Weighted		Weighted
			Average		Average
			Interest		Term
	Principal		Rate		Extension
	Forgiveness		Reduction		(Months)

	(Dollars in thousands)
Commercial	$	3	0.25	%	14
Total	$	3	0.25	%	14

There were no payment defaults for loans modified for the three and nine months ended September 30, 2023.

Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

6) Goodwill and Other Intangible Assets

Goodwill

At September 30, 2023, the carrying value of goodwill was $167,631,000, which included $13,044,000 of goodwill related to its acquisition of Bay View Funding, $32,619,000 from its acquisition of Focus Business Bank, $13,819,000 from its acquisition of Tri-Valley Bank, $24,271,000 from its acquisition of United American Bank and $83,878,000 from its acquisition of Presidio Bank.

Goodwill impairment exists when a reporting unit’s carrying value exceeds its fair value, which is determined through a qualitative assessment whether it is more likely than not that the fair value of equity of the reporting unit exceeds the carrying value (“Step Zero”). If the qualitative assessment indicates it is more likely than not that the fair value of equity of a reporting unit is less than book value, then a quantitative impairment test is required. The quantitative assessment identifies if a reporting unit’s fair value is less than its carrying value. If it is, then the Company will recognize goodwill impairment equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of goodwill.

The Company's policy is to test goodwill for impairment annually as of November 30, or on an interim basis if an event triggering impairment assessment may have occurred. In the second quarter of 2023, Management determined that a triggering event had occurred as a result of the economic uncertainty and market volatility resulting from the rising interest rate environment and the recent three regional bank failures that resulted in an industry wide crisis resulted in a decrease in the Company's stock price and market capitalization and a revision of the earnings outlook for the remainder of 2023. The Company performed a qualitative assessment as of June 30, 2023 and determined that there was no impairment as the fair value exceeded the carrying amount of the Company. The Company continued to monitor events and circumstances in the third quarter of 2023 and determined that, in the absence of deterioration of performance during

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the quarter and based on the stability of conditions subsequent to the impairment testing performed in the second quarter of 2023, it was more likely than not that its fair value was greater than its carrying value as of September 30, 2023.

The following table summarizes the carrying amount of goodwill by segment for the periods indicated:


	September 30,		December 31,
	2023		2022

	(Dollars in thousands)
Banking	$	154,587	$	154,587
Factoring		13,044		13,044
Total Goodwill	$	167,631	$	167,631

Other Intangible Assets

The Company’s intangible assets are summarized as follows for the periods indicated:


	September 30, 2023
	Gross
	Carrying		Accumulated
	Amount		Amortization		Total

	(Dollars in thousands)
Core deposit intangibles	$	25,023	$	(16,091)	$	8,932
Customer relationship and brokered relationship intangibles		1,900		(1,694)		206
Below market leases		110		(19)		91
Total	$	27,033	$	(17,804)	$	9,229


	December 31, 2022
	Gross
	Carrying		Accumulated
	Amount		Amortization		Total

	(Dollars in thousands)
Core deposit intangibles	$	25,023	$	(14,429)	$	10,594
Customer relationship and brokered relationship intangibles		1,900		(1,551)		349
Below market leases		110		(20)		90
Total	$	27,033	$	(16,000)	$	11,033

As of September 30, 2023, the estimated amortization expense for future periods is as follows:


				Customer &	Below/
	Core			Brokered	(Above)		Total
	Deposit			Relationship	Market		Amortization
Year	Intangible			Intangible	Lease		Expense

		(Dollars in thousands)
2023 remaining	$	555		47	$	(1)	$	601
2024		2,023		159		5		2,187
2025		1,795		—		18		1,813
2026		1,512		—		18		1,530
2027		1,438		—		18		1,456
2028		999		—		18		1,017
2029		610		—		15		625
	$	8,932	$	206	$	91	$	9,229

Impairment testing of the intangible assets is performed at the individual asset level. Impairment exists if the carrying amount of the asset is not recoverable and exceeds its fair value at the date of the impairment test. For intangible assets, estimates of expected future cash flows (cash inflows less cash outflows) that are directly associated with an intangible asset are used to determine the fair value of that asset. Management makes certain estimates and assumptions in determining the expected future cash flows from core deposit and customer relationship intangibles including account attrition, expected lives, discount rates, interest rates, servicing costs and other factors. Significant changes in these estimates and assumptions could adversely impact the valuation of these intangible assets. If an impairment loss exists, the carrying amount of the intangible asset is adjusted to a new cost basis. The new cost basis is then amortized over the

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remaining useful life of the asset. Based on its assessment, management concluded that there was no impairment of intangible assets at September 30, 2023 and December 31, 2022.

7) Income Taxes

Some items of income and expense are recognized in one year for tax purposes, and another when applying generally accepted accounting principles, which leads to timing differences between the Company’s actual current tax liability and the amount accrued for this liability based on book income. These temporary differences comprise the “deferred” portion of the Company’s tax expense or benefit, which is accumulated on the Company’s books as a deferred tax asset or deferred tax liability until such time as they reverse.

Under generally accepted accounting principles, a valuation allowance is required if it is “more likely than not” that a deferred tax asset will not be realized. The determination of the realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, including forecasts of future income, cumulative losses, applicable tax planning strategies, and assessments of current and future economic and business conditions.

The Company had net deferred tax assets of $30,578,000 and $32,176,000, at September 30, 2023 and December 31, 2022, respectively. After consideration of the matters in the preceding paragraph, the Company determined that it is more likely than not that the net deferred tax assets at September 30, 2023 and December 31, 2022 will be fully realized in future years.

The following table reflects the carrying amounts of the low income housing investments included in accrued interest receivable and other assets, and the future commitments included in accrued interest payable and other liabilities for the periods indicated:


	September 30,		December 31,
	2023		2022

	(Dollars in thousands)
Low income housing investments	$	2,980	$	3,537
Future commitments	$	517	$	523

The Company expects $27,000 of the future commitments to be paid in 2023, and $490,000 in 2024 through 2026.

For tax purposes, the Company had low income housing tax credits of $180,000 and $210,000 for the three months ended September 30, 2023 and 2022, respectively, and low income housing investment expense of $186,000 and $211,000, respectively. For tax purposes, the Company had low income housing tax credit of $540,000 and $630,000 for the nine months ended September 30, 2023 and 2022, respectively, and low income housing investment expense of $557,000 and $632,000, respectively. The Company recognized low income housing investment expense as a component of income tax expense.

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8) Benefit Plans

Supplemental Retirement Plan

The Company has a supplemental retirement plan (the “Plan”) covering some current and some former key employees and directors. The Plan is a nonqualified defined benefit plan. Benefits are unsecured as there are no Plan assets. The following table presents the amount of periodic cost recognized for the periods indicated:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

	(Dollars in thousands)
Components of net periodic benefit cost:
Service cost	$	48	$	87	$	144	$	261
Interest cost		324		216		972		648
Amortization of net actuarial loss		13		114		39		342
Net periodic benefit cost	$	385	$	417	$	1,155	$	1,251

The components of net periodic benefit cost other than the service cost component are included in the line item “other noninterest expense” in the Consolidated Statements of Income.

Split-Dollar Life Insurance Benefit Plan

The Company maintains life insurance policies for some current and former directors and officers that are subject to split-dollar life insurance agreements. The following table sets forth the funded status of the split-dollar life insurance benefits for the periods indicated:


	September 30,		December 31,
	2023		2022

	(Dollars in thousands)
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	7,060	$	9,244
Interest cost		274		246
Actuarial loss		—		(2,430)
Projected benefit obligation at end of period	$	7,334	$	7,060


	September 30,		December 31,
	2023		2022

	(Dollars in thousands)
Net actuarial loss	$	2,511	$	2,301
Prior transition obligation		723		790
Accumulated other comprehensive loss	$	3,234	$	3,091


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

	(Dollars in thousands)
Amortization of prior transition obligation
and actuarial losses	$	(48)	$	(10)	$	(143)	$	(31)
Interest cost		92		62		274		185
Net periodic benefit cost	$	44	$	52	$	131	$	154

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9) Fair Value

Accounting guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

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

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data (for example, interest rates and yield curves observable at commonly quoted intervals, prepayment speeds, credit risks, and default rates).

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

Financial Assets and Liabilities Measured on a Recurring Basis

The fair values of securities available-for sale-are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

The fair value of interest-only (“I/O”) strip receivable assets is based on a valuation model used by a third party. The Company is able to compare the valuation model inputs and results to widely available published industry data for reasonableness (Level 2 inputs).


			Fair Value Measurements Using
					Significant
			Quoted Prices in		Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Balance		(Level 1)		(Level 2)		(Level 3)

	(Dollars in thousands)
Assets at September 30, 2023
Available-for-sale securities:
U.S. Treasury	$	396,996	$	396,996	$	—	$	—
Agency mortgage-backed securities		60,198		—		60,198		—
I/O strip receivables		125		—		125		—

Assets at December 31, 2022
Available-for-sale securities:
U.S. Treasury	$	418,474	$	418,474	$	—	$	—
Agency mortgage-backed securities		71,122		—		71,122		—
I/O strip receivables		152		—		152		—

There were no transfers between Level 1 and Level 2 during the period for assets measured at fair value on a recurring basis.

Assets and Liabilities Measured on a Non-Recurring Basis

The fair value of collateral dependent loans individually evaluated with specific allocations of the allowance for credit losses on loans is generally based on recent real estate appraisals. The appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for

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determining fair value. There were no material collateral dependent loans carried at fair value on a non-recurring basis at September 30, 2023 or December 31, 2022.

Foreclosed assets are valued at the time the loan is foreclosed upon and the asset is transferred to foreclosed assets. The fair value is based primarily on third party appraisals, less costs to sell. The appraisals may utilize a single valuation approach or a combination of approaches including the comparable sales and income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. At September 30, 2023 and December 31, 2022, there were no foreclosed assets on the balance sheet.

The carrying amounts and estimated fair values of financial instruments at September 30, 2023 are as follows:


				Estimated Fair Value
						Significant
				Quoted Prices in		Other		Significant
				Active Markets for		Observable		Unobservable
	Carrying			Identical Assets		Inputs		Inputs
	Amounts			(Level 1)		(Level 2)		(Level 3)		Total

	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	645,552		$	645,552	$	—	$	—	$	645,552
Securities available-for-sale		457,194			396,996		60,198		—		457,194
Securities held-to-maturity		664,681			—		542,009		—		542,009
Loans (including loans held-for-sale)		3,286,302	⁽¹⁾		—		841		3,050,295		3,051,136
FHLB stock, FRB stock, and other
investments		32,535			—		—		—		N/A
Accrued interest receivable		15,919			1,743		2,668		11,508		15,919
I/O strips receivables		125			—		125		—		125
Liabilities:
Time deposits	$	458,873		$	—	$	460,164	$	—	$	460,164
Other deposits		4,116,584			—		4,116,584		—		4,116,584
Subordinated debt		39,463			—		32,663		—		32,663
Accrued interest payable		5,081			—		5,081		—		5,081

(1) Before allowance for credit losses on loans of $47,702,000.

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The carrying amounts and estimated fair values of the Company’s financial instruments at December 31, 2022:


				Estimated Fair Value
						Significant
				Quoted Prices in		Other		Significant
				Active Markets for		Observable		Unobservable
	Carrying			Identical Assets		Inputs		Inputs
	Amounts			(Level 1)		(Level 2)		(Level 3)		Total

	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	306,603		$	306,603	$	—	$	—	$	306,603
Securities available-for-sale		489,596			418,474		71,122		—		489,596
Securities held-to-maturity		714,990			—		614,452		—		614,452
Loans (including loans held-for-sale)		3,301,006	⁽¹⁾		—		2,456		3,080,485		3,082,941
FHLB stock, FRB stock, and other
investments		32,522			—		—		—		N/A
Accrued interest receivable		15,047			1,328		1,836		11,883		15,047
I/O strips receivables		152			—		152		—		152
Liabilities:
Time deposits	$	143,958		$	—	$	144,702	$	—	$	144,702
Other deposits		4,245,646			—		4,245,646		—		4,245,646
Subordinated debt		39,350			—		36,025		—		36,025
Accrued interest payable		600			—		600		—		600

(1) Before allowance for credit losses on loans of $47,512,000.

10) Equity Plan

The Company maintained an Amended and Restated 2004 Equity Plan (the “2004 Plan”) for directors, officers, and key employees. The 2004 Plan was terminated on May 23, 2013. On May 23, 2013, the Company’s shareholders approved the 2013 Equity Incentive Plan (the “2013 Plan”). On May 21, 2020, the shareholders approved an amendment to the Heritage Commerce Corp 2013 Equity Incentive Plan to increase the number of shares available from 3,000,000 to 5,000,000 shares. The 2013 Plan was terminated on May 25, 2023. The shareholders approved the 2023 Equity Incentive Plan (the “2023 Plan”) on May 25, 2023, which increased the number of shares available by 600,000 shares. These plans are collectively referred to as “Equity Plans.” The Equity Plans provide for the grant of incentive and nonqualified stock options, restricted stock, RSUs and PRSUs. The Equity Plans provide that the option price for both incentive and nonqualified stock options will be determined by the Board of Directors at no less than the fair value at the date of grant. Options granted vest on a schedule determined by the Board of Directors at the time of grant. Generally, options vest over four years. All options expire no later than ten years from the date of grant. Restricted stock is subject to time vesting. To date, each RSU will vest ratably over three years and PRSUs are subject to cliff vesting after a three year performance period commencing in the initial year of grant. The earned PRSUs, if any, shall vest on the date on which the Board of Directors certifies whether and to what extent the performance goal has been achieved following the end of the performance period. For the nine months ended September 30, 2023, the Company granted 377,000 shares of nonqualified stock options, 73,446 shares of restricted stock, 119,362 shares of RSUs and 119,358 of PRSUs. There were 1,413,531 shares available for the issuance of equity awards under the 2023 Plan as of September 30, 2023.

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Stock option activity under the Equity Plans is as follows:


				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number	Exercise		Contractual	Intrinsic
Total Stock Options	of Shares	Price		Life (Years)	Value
Outstanding at January 1, 2023	2,527,173	$	10.44
Granted	377,000	$	7.41
Exercised	(172,986)	$	5.76
Forfeited or expired	(54,773)	$	10.57
Outstanding at September 30, 2023	2,676,414	$	10.31	5.71	$	1,466,857
Vested or expected to vest	2,515,829			5.71	$	1,378,845
Exercisable at September 30, 2023	1,915,909			4.49	$	1,101,078

Information related to the Equity Plans for the periods indicated:


	Nine Months Ended
	September 30,
	2023		2022
Intrinsic value of options exercised	$	620,013	$	719,946
Cash received from option exercise	$	996,453	$	869,950
Tax benefit (expense) realized from option exercises	$	(5,902)	$	53,552
Weighted average fair value of options granted	$	1.32	$	2.18

As of September 30, 2023, there was $1,329,000 of total unrecognized compensation cost related to unvested stock options granted under the Equity Plans. That cost is expected to be recognized over a weighted-average period of approximately 2.78 years.

Restricted stock activity under the Equity Plans is as follows:


		Weighted
		Average Grant
	Number	Date Fair
Total Restricted Stock Award	of Shares	Value
Nonvested shares at January 1, 2023	253,491	$	11.05
Granted	73,446	$	7.53
Vested	(141,524)	$	7.82
Nonvested shares at September 30, 2023	185,413	$	10.87

As of September 30, 2023, there was $1,356,000 of total unrecognized compensation cost related to unvested restricted stock awards granted under the Equity Plans. The cost is expected to be recognized over a weighted-average period of approximately 1.35 years.

RSU activity under the Equity Plans is as follows:


		Weighted
		Average Grant
	Number	Date Fair
Total RSUs	of Shares	Value
Nonvested shares at January 1, 2023	—	$	—
Granted	119,362	$	7.41
Nonvested shares at September 30, 2023	119,362	$	7.41

As of September 30, 2023, there were $762,000 of total unrecognized compensation cost related to unvested RSUs granted under the Equity Plans. The cost is expected to be recognized over a weighted average period of 2.59 years.

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PRSU activity under the Equity Plans is as follows:


		Weighted
		Average Grant
	Number	Date Fair
Total PRSUs	of Shares	Value
Nonvested shares at January 1, 2023	—	$	—
Granted	119,358	$	7.41
Nonvested shares at September 30, 2023	119,358	$	7.41

As of September 30, 2023, there were $762,000 of total unrecognized compensation cost related to unvested PRSUs granted under the Equity Plans. The cost is expected to be recognized over a weighted average period of 2.59 years.

11) Borrowing Arrangements

Federal Home Loan Bank Borrowings, Federal Reserve Bank Borrowings, and Available Lines of Credit

HBC maintains a collateralized line of credit with the FHLB of San Francisco. Under this line, the Company can borrow from the FHLB on a short-term (typically overnight) or long-term (over one year) basis. HBC had $1,219,962,000 of loans and $377,931,000 of securities pledged to the FHLB as collateral on an available line of credit of $1,151,769,000 at September 30, 2023, none of which was outstanding at September 30, 2023 and December 31, 2022.

HBC can also borrow from the FRB discount window. HBC had $1,666,839,000 of loans and securities pledged to the FRB as collateral on an available line of credit of $1,214,537,000 at September 30, 2023, none of which was outstanding at September 30, 2023 and December 31, 2022.

At September 30, 2023, HBC had Federal funds purchased arrangements available amounting to $80,000,000. There were no Federal funds purchased outstanding at September 30, 2023 and December 31, 2022.

The Company has a $20,000,000 million line of credit with a correspondent bank, of which none was outstanding at September 30, 2023 and December 31, 2022.

HBC may also utilize securities sold under repurchase agreements to manage its liquidity position. There were no securities sold under agreements to repurchase at September 30, 2023 and December 31, 2022.

Subordinated Debt

On May 11, 2022, the Company completed a private placement offering of $40,000,000 aggregate principal amount of its 5.00% fixed-to-floating rate subordinated notes due May 15, 2032 (“Sub Debt due 2032”). The Company used the net proceeds of the Sub Debt due 2032 for general corporate purposes, including the repayment on June 1, 2022 of the Company’s $40,000,000 aggregate principal amount of 5.25% fixed-to-floating rate subordinated notes due June 1, 2027 (“Sub Debt due 2027”). The Sub Debt due 2032, net of unamortized issuance costs of $537,000, totaled $39,463,000 at September 30, 2023, and qualifies as Tier 2 capital for the Company under the guidelines established by the Federal Reserve Board.

On June 1, 2022, the Company completed the redemption of all of its outstanding $40,000,000 of Sub Debt due 2027, prior to resetting to a floating rate. The Sub Debt due 2027 was redeemed pursuant to the terms of the Subordinated Indenture, as supplemented by the First Supplemental Indenture, each dated as of May 26, 2017, between the Company and Wilmington Trust, National Association, as Trustee, at the redemption price of 100% of its principal amount.

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12) Capital Requirements

The Company and its subsidiary bank are subject to various regulatory capital requirements administered by the banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements and operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and HBC must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off balance sheet items as calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The Company’s consolidated capital ratios and the HBC’s capital ratios exceeded the regulatory guidelines for a well-capitalized financial institution under the Basel III regulatory requirements at September 30, 2023. There are no conditions or events since September 30, 2023, that management believes have changed the categorization of the Company or HBC as “well-capitalized.”

As permitted by the interim final rule issued on March 27, 2020 by our federal regulatory agency, we elected the option to delay the estimated impact of the adoption of the CECL Standard in our regulatory capital for two years. This two-year delay is in addition to the three-year transition period the agency had already made available. The adoption delayed the effects of CECL on our regulatory capital through the end of 2021. The effects are being phased-in over a three-year period from January 1, 2022 through December 31, 2024, with 75% recognized in 2022, 50% recognized in 2023, and 25% recognized in 2024. Under the interim final rule, the amount of adjustments to regulatory capital deferred until the phase-in period includes both the initial impact of adoption of the CECL Standard at January 1, 2020 and 25% of subsequent changes in our allowance for credit losses during each quarter of the two-year period ending December 31, 2021.

Quantitative measures established by regulation to help ensure capital adequacy require the Company and HBC to maintain minimum amounts and ratios (set forth in the tables below) of total, Tier 1 capital, and common equity Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of Tier 1 capital to average assets (as defined). Management believes that, as of September 30, 2023 and December 31, 2022, the Company and HBC met all capital adequacy guidelines to which they were subject.

The Company’s consolidated capital amounts and ratios are presented in the following table, together with capital adequacy requirements, under the Basel III regulatory requirements for the periods indicated:


					Required For
					Capital
					Adequacy
					Purposes
	Actual				Under Basel III
	Amount		Ratio		Amount		Ratio⁽¹⁾

	(Dollars in thousands)
As of September 30, 2023
Total Capital	$	587,174	15.6	%	$	395,037	10.5	%
(to risk-weighted assets)
Tier 1 Capital	$	504,872	13.4	%	$	319,792	8.5	%
(to risk-weighted assets)
Common Equity Tier 1 Capital	$	504,872	13.4	%	$	263,358	7.0	%
(to risk-weighted assets)
Tier 1 Capital	$	504,872	9.6	%	$	209,433	4.0	%
(to average assets)

(1)	Includes 2.5% capital conservation buffer, except the Tier 1 Capital to average assets ratio.

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					Required For
					Capital
					Adequacy
					Purposes
	Actual				Under Basel III
	Amount		Ratio		Amount		Ratio⁽¹⁾

		(Dollars in thousands)
As of December 31, 2022
Total Capital	$	554,810	14.8	%	$	393,461	10.5	%
(to risk-weighted assets)
Tier 1 Capital	$	475,609	12.7	%	$	318,516	8.5	%
(to risk-weighted assets)
Common Equity Tier 1 Capital	$	475,609	12.7	%	$	262,307	7.0	%
(to risk-weighted assets)
Tier 1 Capital	$	475,609	9.2	%	$	207,852	4.0	%
(to average assets)

(2)	Includes 2.5% capital conservation buffer, except the Tier 1 Capital to average assets ratio.

HBC’s actual capital amounts and ratios are presented in the following table, together with capital adequacy requirements, under the Basel III regulatory requirements for the periods indicated:


									Required For
									Capital
					To Be Well-Capitalized				Adequacy
					Under Basel III PCA Regulatory				Purposes
	Actual				Requirements				Under Basel III
	Amount		Ratio		Amount		Ratio		Amount		Ratio⁽¹⁾

	(Dollars in thousands)
As of September 30, 2023
Total Capital	$	565,450	15.0	%	$	376,180	10.0	%	$	394,990	10.5	%
(to risk-weighted assets)
Tier 1 Capital	$	522,611	13.9	%	$	300,945	8.0	%	$	319,754	8.5	%
(to risk-weighted assets)
Common Equity Tier 1 Capital	$	522,611	13.9	%	$	244,518	6.5	%	$	263,327	7.0	%
(to risk-weighted assets)
Tier 1 Capital	$	522,611	10.0	%	$	261,756	5.0	%	$	209,405	4.0	%
(to average assets)

(1)	Includes 2.5% capital conservation buffer, except the Tier 1 Capital to average assets ratio.

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									Required For
									Capital
					To Be Well-Capitalized				Adequacy
					Under Basel III PCA Regulatory				Purposes
	Actual				Requirements				Under Basel III
	Amount		Ratio		Amount		Ratio		Amount		Ratio⁽¹⁾

		(Dollars in thousands)
As of December 31, 2022
Total Capital	$	532,576	14.2	%	$	374,572	10.0	%	$	393,301	10.5	%
(to risk-weighted assets)
Tier 1 Capital	$	492,725	13.2	%	$	299,658	8.0	%	$	318,387	8.5	%
(to risk-weighted assets)
Common Equity Tier 1 Capital	$	492,725	13.2	%	$	243,472	6.5	%	$	262,201	7.0	%
(to risk-weighted assets)
Tier 1 Capital	$	492,725	9.5	%	$	259,740	5.0	%	$	207,792	4.0	%
(to average assets)

(1)	Includes 2.5% capital conservation buffer, except the Tier 1 Capital to average assets ratio.

The Subordinated Debt, net of unamortized issuance costs, totaled $39,463,000 at September 30, 2023, and qualifies as Tier 2 capital for the Company under the guidelines established by the Federal Reserve Board.

Under California General Corporation Law, the holders of common stock are entitled to receive dividends when and as declared by the Board of Directors, out of funds legally available. The California Financial Code provides that a state licensed bank may not make a cash distribution to its shareholders in excess of the lesser of the following: (i) the bank’s retained earnings; or (ii) the bank’s net income for its last three fiscal years, less the amount of any distributions made by the bank to its shareholders during such period. However, a bank, with the prior approval of the Commissioner of the California Department of Financial Protection and Innovation (“DFPI”) may make a distribution to its shareholders of an amount not to exceed the greater of (i) a bank’s retained earnings; (ii) its net income for its last fiscal year; or (iii) its net income for the current fiscal year. Also with the prior approval of the Commissioner of the DFPI and the shareholders of the bank, the bank may make a distribution to its shareholders, as a reduction in capital of the bank. In the event that the Commissioner determines that the shareholders’ equity of a bank is inadequate or that the making of a distribution by a bank would be unsafe or unsound, the Commissioner may order a bank to refrain from making such a proposed distribution. As of September 30, 2023, HBC would not be required to obtain regulatory approval, and the amount available for cash dividends is $42,085,000. HBC distributed to HCC dividends of $8,000,000 during the first, second, and third quarters of 2023 for a total of $24,000,000.

13) Commitments and Loss Contingencies

Loss Contingencies

Within the ordinary course of our business, we are subject to private lawsuits, government audits, administrative proceedings and other claims. A number of these claims may exist at any given time, and some of the claims may be pled as class actions. We could be affected by adverse publicity and litigation costs resulting from such allegations, regardless of whether they are valid or whether we are legally determined to be liable. A summary of proceedings outstanding at September 30, 2023 follows:

D.C. Solar Related:

●

In December 2020, Solar Eclipse Investment Fund III, et al v. Heritage Bank of Commerce, et al., was filed against the Bank, and others, in the Superior Court of the State of California for the County of Solano. The case relates to the Bank’s former deposit relationships with investment funds sponsored by D.C. Solar and affiliates (collectively “D.C. Solar”). D.C. Solar is a former customer that allegedly perpetrated a Ponzi scheme and declared bankruptcy. In October 2021, the court sustained the Bank’s demurrer without leave to amend on all but two counts. Subsequently, the 26 plaintiffs sought to overturn the court’s ruling in favor of the Bank by filing a petition for a

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writ of mandate in the California District Court of Appeal, which denied the petition. On December 12, 2022, the court granted the Bank’s motion for judgment on the pleadings on one of the two remaining counts. On May 4, 2023, the court granted the Bank’s motion for summary judgment on the sole remaining count, and there are no further claims pending against the Bank. Final resolution of these claims is anticipated in the near future and management does not expect to incur any loss or material legal expenses in connection therewith.

Employee Related:

●

In November 2020, a former and a then-current bank employee purporting to represent a class of Bank employees, alleged in a lawsuit that the Bank violated the California Labor Code and California Business and Professions Code, by failing to permit required meal and rest breaks, and by failing to provide accurate wage statements, among other claims. The lawsuit seeks unspecified penalties under the California Private Attorneys General Act (“PAGA”) in addition to other monetary payments. Because the class/PAGA action alleges wage and hour claims, it is not covered by the Bank’s insurance. In February 2021, the Bank was notified of a set of PAGA and potential class claims alleged by a third former and a then-current bank employee alleging the same claims. The third former employee/claimant is being added as a plaintiff to the previously filed class/PAGA action. We intend to vigorously defend this action.

●

In October 2021 the third employee/claimant above referenced filed a lawsuit alleging race, color, gender, and sex discrimination; disability discrimination; discrimination against an employee making a CFRA claim, violation of the Equal Pay Act, retaliation, and related claims. We intend to vigorously defend this action.

●

In September 2022 the Bank moved to compel arbitration in both cases; hearings were held in Alameda County Superior Court in early November and early December 2022. The motions in both cases were denied and the Bank appealed the rulings. Both cases are stayed pending appeal.

The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. As a result, the Company cannot reasonably estimate the amount or range of possible losses, including losses that could arise as a result of application of non-monetary remedies, with respect to the contingencies it faces, and the Company’s estimates may not prove to be accurate.

At this time, we believe that the amount of reasonably possible losses resulting from final disposition of any pending lawsuits, audits, proceedings and claims will not have a material adverse effect individually or in the aggregate on our financial position, results of operations or liquidity. It is possible, however, that our future results of operations for a particular quarter or fiscal year could be impacted by changes in circumstances relating to lawsuits, proceedings or claims. Legal costs related to such claims are expensed as incurred.

Off-Balance Sheet Arrangements

In the normal course of business the Company makes commitments to extend credit to its customers as long as there are no violations of any conditions established in the contractual arrangements. These commitments are obligations that represent a potential credit risk to the Company, but are not reflected on the Company’s consolidated balance sheets. Total unused commitments to extend credit were $1,167,465,000 at September 30, 2023, and $1,134,619,000 at December 31, 2022. Unused commitments represented 36% and 34% of outstanding gross loans at September 30, 2023 and December 31, 2022, respectively.

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The effect on the Company’s revenues, expenses, cash flows and liquidity from the unused portion of the commitments to provide credit cannot be reasonably predicted because there is no certainty that lines of credit and letters of credit will ever be fully utilized. The following table presents the Company’s commitments to extend credit for the periods indicated:


	September 30, 2023						December 31, 2022
	Fixed		Variable				Fixed		Variable
	Rate		Rate			Total	Rate		Rate		Total

	(Dollars in thousands)
Unused lines of credit and commitments to make loans	$	73,713	$	1,078,837	$	1,152,550	$	87,348	$	1,036,847	$	1,124,195
Standby letters of credit		5,918		8,997		14,915		1,565		8,859		10,424
	$	79,631	$	1,087,834	$	1,167,465	$	88,913	$	1,045,706	$	1,134,619

For the nine months ended September 30, 2023, there was a decrease of $29,000 to the allowance for credit losses on the Company’s off-balance sheet credit exposures. The decrease in the allowance for credit losses for off-balance sheet credit exposures in the first nine months of 2023 was driven by lower loan commitments. The allowance for credit losses on the Company’s off-balance sheet credit exposures was $791,000 at September 30, 2023 and $820,000 at December 31, 2022.

14) Revenue Recognition

On January 1, 2018, the Company adopted ASU No. 2014-09 (Topic 606) and all subsequent ASUs that modified Topic 606. Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, gain on sale of securities, bank-owned life insurance, gain on sales of SBA loans, and certain credit card fees are also not in scope of the new guidance. Topic 606 is applicable to noninterest revenue streams such as deposit related fees, interchange fees, and merchant income. However, the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Substantially all of the Company’s revenue is generated from contracts with customers. The following noninterest income revenue streams are in-scope of Topic 606:

Service charges and fees on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. We sometimes charge customers fees that are not specifically related to the customer accessing its funds, such as account maintenance or dormancy fees. The amount of deposit fees assessed varies based on a number of factors, such as the type of customer and account, the quantity of transactions, and the size of the deposit balance. We charge, and in some circumstances do not charge, fees to earn additional revenue and influence certain customer behavior. An example would be where we do not charge a monthly service fee, or do not charge for certain transactions, for customers that have a high deposit balance. Deposit fees are considered either transactional in nature (such as wire transfers, nonsufficient fund fees, and stop payment orders) or non-transactional (such as account maintenance and dormancy fees). These fees are recognized as earned or as transactions occur and services are provided. Check orders and other deposit account related fees are largely transactional based and, therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

The Company currently accounts for sales of foreclosed assets in accordance with Topic 360-20. In most cases the Company will seek to engage a real estate agent for the sale of foreclosed assets immediately upon foreclosure. However, in some cases, where there is clear demand for the property in question, the Company may elect to allow for a marketing period of no more than six months to attempt a direct sale of the property. We generally recognize the sale, and any associated gain or loss, of a real estate property when control of the property transfers. Any gains or losses from the sale are recorded to noninterest income/expense.

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The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the periods indicated:


	Three Months Ended
	September 30,
	2023		2022

	(Dollars in thousands)
Noninterest Income In-scope of Topic 606:
Service charges and fees on deposit accounts	$	859	$	1,360
Total noninterest income in-scope of Topic 606		859		1,360
Noninterest Income Out-of-scope of Topic 606		1,357		1,421
Total noninterest income	$	2,216	$	2,781


	Nine Months Ended
	September 30,
	2023		2022

	(Dollars in thousands)
Noninterest Income In-scope of Topic 606:
Service charges and fees on deposit accounts	$	3,503	$	2,839
Total noninterest income in-scope of Topic 606		3,503		2,839
Noninterest Income Out-of-scope of Topic 606		3,553		4,500
Total noninterest income	$	7,056	$	7,339

15) Noninterest Expense

The following table sets forth the various components of the Company’s noninterest expense for the periods indicated:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

	(Dollars in thousands)
Salaries and employee benefits	$	14,147	$	14,119	$	42,943	$	41,416
Occupancy and equipment		2,301		2,415		7,123		7,129
Insurance expense		1,595		1,361		4,627		3,447
Data processing		906		562		2,593		1,894
Professional fees		717		1,230		3,265		3,601
Federal Deposit Insurance Corporation ("FDIC") assessments		688		285		1,599		1,215
Software subscriptions		682		509		1,903		1,383
Client services		682		438		1,633		1,375
Other		3,453		2,980		9,877		8,881
Total noninterest expense	$	25,171	$	23,899	$	75,563	$	70,341

16) Leases

The Company recognizes the following for all leases, at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use, of a specified asset for the lease term. The Company is impacted as a lessee of the offices and real estate used for operations. The Company's lease agreements include options to renew at the Company's option. No lease extensions are reasonably certain to be exercised, therefore it was not considered in the calculation of the ROU asset and lease liability. As of September 30, 2023, operating lease ROU assets, included in other assets, and lease liabilities, included in other liabilities, totaled $31,979,000.

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The following table presents the quantitative information for the Company’s leases for the periods indicated:


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2023		2022		2023		2022

	(Dollars in thousands)
Operating Lease Cost (Cost resulting from lease payments)	$	1,677	$	1,691	$	5,087	$	4,931
Operating Lease - Operating Cash Flows (Fixed Payments)	$	1,678	$	1,252	$	5,026	$	3,697
Operating Lease - ROU assets	$	31,979	$	32,943	$	31,979	$	32,943
Operating Lease - Liabilities	$	31,979	$	32,943	$	31,979	$	32,943
Weighted Average Lease Term - Operating Leases		6.10 years		6.86 years		6.10 years		6.86 years
Weighted Average Discount Rate - Operating Leases		4.86%		4.44%		4.86%		4.44%

The following maturity analysis shows the undiscounted cash flows due on the Company’s operating lease liabilities as of September 30, 2023:


	(Dollars in thousands)
2023 remaining	$	1,674
2024		6,580
2025		6,036
2026		5,445
2027		5,288
Thereafter		12,268
Total undiscounted cash flows		37,291
Discount on cash flows		(5,312)
Total lease liability	$	31,979

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17) Business Segment Information

The following presents the Company’s operating segments. The Company operates through two business segments: Banking segment and Factoring segment. Transactions between segments consist primarily of borrowed funds. Intersegment interest expense is allocated to the Factoring segment based on the Company’s prime rate and funding costs. The provision for credit losses on loans is allocated based on the segment’s allowance for loan loss determination which considers the effects of charge-offs. Noninterest income and expense directly attributable to a segment are assigned to it. Taxes are paid on a consolidated basis and allocated for segment purposes. The Factoring segment includes only factoring originated by Bay View Funding.


	Three Months Ended September 30, 2023
	Banking⁽¹⁾		Factoring		Consolidated

	(Dollars in thousands)
Interest income	$	58,016	$	2,775	$	60,791
Intersegment interest allocations		397		(397)		—
Total interest expense		15,419		—		15,419
Net interest income		42,994		2,378		45,372
Provision for (recapture of) credit losses on loans		254		(86)		168
Net interest income after provision		42,740		2,464		45,204
Noninterest income		2,044		172		2,216
Noninterest expense		23,588		1,583		25,171
Intersegment expense allocations		109		(109)		—
Income before income taxes		21,305		944		22,249
Income tax expense		6,175		279		6,454
Net income	$	15,130	$	665	$	15,795

Total assets	$	5,314,922	$	88,385	$	5,403,307
Loans, net of deferred fees	$	3,233,379	$	52,082	$	3,285,461
Goodwill	$	154,587	$	13,044	$	167,631


	Three Months Ended September 30, 2022
	Banking⁽¹⁾		Factoring		Consolidated

	(Dollars in thousands)
Interest income	$	46,973	$	3,201	$	50,174
Intersegment interest allocations		329		(329)		—
Total interest expense		2,133		—		2,133
Net interest income		45,169		2,872		48,041
Provision (recapture) for credit losses on loans		1,126		(120)		1,006
Net interest income after provision		44,043		2,992		47,035
Noninterest income		2,677		104		2,781
Noninterest expense		22,216		1,683		23,899
Intersegment expense allocations		128		(128)		—
Income before income taxes		24,632		1,285		25,917
Income tax expense		7,468		380		7,848
Net income	$	17,164	$	905	$	18,069

Total assets	$	5,355,212	$	76,050	$	5,431,262
Loans, net of deferred fees	$	3,155,923	$	60,550	$	3,216,473
Goodwill	$	154,587	$	13,044	$	167,631

(1) Includes the holding company’s results of operations

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	Nine Months Ended September 30, 2023
	Banking ⁽¹⁾		Factoring		Consolidated

	(Dollars in thousands)
Interest income	$	164,783	$	10,623	$	175,406
Intersegment interest allocations		1,626		(1,626)		—
Total interest expense		34,483		—		34,483
Net interest income		131,926		8,997		140,923
Provision for (recapture of) credit losses on loans		807		(347)		460
Net interest income after provision		131,119		9,344		140,463
Noninterest income		6,743		313		7,056
Noninterest expense		70,645		4,918		75,563
Intersegment expense allocations		435		(435)		—
Income before income taxes		67,652		4,304		71,956
Income tax expense		19,572		1,269		20,841
Net income	$	48,080	$	3,035	$	51,115

Total assets	$	5,314,922	$	88,385	$	5,403,307
Loans, net of deferred fees	$	3,233,379	$	52,082	$	3,285,461
Goodwill	$	154,587	$	13,044	$	167,631


	Nine Months Ended September 30, 2022
	Banking⁽¹⁾		Factoring		Consolidated

	(Dollars in thousands)
Interest income	$	124,513	$	9,123	$	133,636
Intersegment interest allocations		887		(887)		—
Total interest expense		5,495		—		5,495
Net interest income		119,905		8,236		128,141
Provision (recapture) for credit losses on loans		259		(1)		258
Net interest income after provision		119,646		8,237		127,883
Noninterest income		7,049		290		7,339
Noninterest expense		65,542		4,799		70,341
Intersegment expense allocations		370		(370)		—
Income before income taxes		61,523		3,358		64,881
Income tax expense		18,132		993		19,125
Net income	$	43,391	$	2,365	$	45,756

Total assets	$	5,355,212	$	76,050	$	5,431,262
Loans, net of deferred fees	$	3,155,923	$	60,550	$	3,216,473
Goodwill	$	154,587	$	13,044	$	167,631

(1) Includes the holding company’s results of operations

18) Subsequent Events

On October 26, 2023, the Company announced that its Board of Directors declared a $0.13 per share quarterly cash dividend to holders of common stock. The dividend will be payable on November 21, 2023, to shareholders of record at the close of the business day on November 7, 2023.

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ITEM 2—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information about the results of operations, financial condition, liquidity, and capital resources of Heritage Commerce Corp (the “Company” or “HCC”), its wholly-owned subsidiary, Heritage Bank of Commerce (“HBC” or the “Bank”), and HBC’s wholly-owned subsidiary, CSNK Working Capital Finance Corp., a California Corporation, dba Bay View Funding (“Bay View Funding”). This information is intended to facilitate the understanding and assessment of significant changes and trends related to our financial condition and the results of operations. This discussion and analysis should be read in conjunction with our consolidated financial statements and the accompanying notes presented elsewhere in this report. Unless we state otherwise or the context indicates otherwise, references to the “Company,” “Heritage,” “we,” “us,” and “our,” in this Report on Form 10-Q refer to Heritage Commerce Corp and its subsidiaries.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies are discussed in our Form 10-K for the year ended December 31, 2022. There have been no changes in the Company's application of critical accounting policies since December 31, 2022, except for the adoption the following new accounting standard:

Effective January 1, 2023, the Company adopted the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2022-02 Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which 1) eliminates the accounting guidance for troubled debt restructurings ("TDRs") by creditors while enhancing the disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty; and 2) requires that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases. The adoption of the new guidance did not have a material impact the Company’s consolidated financial statements. The adoption of this ASU is further discussed “Note 1 – Basis of Presentation – Adoption of New Accounting Standard and Note 5 – Loans and Allowance for Credit Losses on Loans.”

EXECUTIVE SUMMARY

This summary is intended to identify the most important matters on which management focuses when it evaluates the financial condition and performance of the Company. When evaluating financial condition and performance, management looks at certain key metrics and measures. The Company’s evaluation includes comparisons with peer group financial institutions and its own performance objectives established in the internal planning process.

The Company’s primary business activity is commercial banking located entirely in the general San Francisco Bay Area of California. Our operations are located in the counties of Alameda, Contra Costa, Marin, San Benito, San Francisco, San Mateo, and Santa Clara. The Company’s market includes the cities of Oakland, San Francisco and San Jose and the headquarters of a number of technology based companies in the region known commonly as Silicon Valley. The Company’s customers are primarily closely held businesses and professionals.

Banking Economy and Recent Developments

Beginning in late 2021, the Federal Reserve Board Open Markets Committee, which is charged with establishing benchmark interest rates, began a series of upward adjustments to the “discount rate” for short-term borrowings in response to increases in inflationary pressures. Financial institutions promptly followed these adjustments, increasing interest rate pricing on loans and deposits. While such adjustments are commonplace and tend to affect the banking industry as a whole, the pace and degree of these adjustments were nearly unprecedented, resulting in banks, including HBC, confronting substantial pressure on a number of fronts. In particular, banks were forced to increase interest rates paid on deposits in order to meet competitive pressures from other financial institutions, as well as from treasury securities and other investment opportunities that offered greater earning capabilities for those customers.

The increases in market interest rates also were reflected in loan pricing, which had multiple effects, including a reduction in borrowing (and thus a reduction in interest paid to banks) by customers that had the ability to avoid or defer additional indebtedness, a decline in the origination of new loans, and an increase in credit risk as borrowers who faced

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rising interest rates found it more difficult to comply with their loan obligations. The combination of these factors has exerted downward pressure on our interest-earning assets and our net interest income.

Lastly, as a result of the prolonged low-interest-rate environment that had prevailed for years prior to the more recent market rate increases, HBC, like most other financial institutions, had invested in treasury securities and other relatively low-yielding but stable instruments as a means to preserve liquidity, accepting the lower returns as a trade-off for a perceived lower risk profile. However, the rapidity of the Federal Reserve’s rate increases resulted in a dramatic loss of value for bonds that were paying at lower interest rates as investors eschewed those investments for higher-yielding fixed- and adjustable-rate debt securities. These forces even resulted in the closure of three large U.S. banks, including two in HBC’s market area, when customers alarmed at the apparent instability in the banking sector quickly demanded a return of their deposits at a time when banks were confronting substantial challenges.

Performance Overview

For the three months ended September 30, 2023, net income was $15.8 million, or $0.26 per average diluted common share, compared to $18.1 million, or $0.30 per average diluted common share, for the three months ended September 30, 2022. The Company’s annualized return on average tangible assets was 1.20% and annualized return on average tangible common equity was 13.06% for the three months ended September 30, 2023, compared to 1.36% and 16.60%, respectively, for the three months ended September 30, 2022.

For the nine months ended September 30, 2023, net income was $51.1 million, or $0.83 per average diluted common share, compared to $45.8 million, or $0.75 per average diluted common share, for the nine months ended September 30, 2022. The Company’s annualized return on average tangible assets was 1.33% and annualized return on average tangible common equity was 14.52% for the nine months ended September 30, 2023, compared to 1.17% and 14.41%, respectively, for the nine months ended September 30, 2022.

Factoring Activities - Bay View Funding

Based in San Jose, California, Bay View Funding provides business-essential working capital factoring financing to various industries throughout the United States. The following table reflects selected financial information for Bay View Funding for the periods indicated:


	September 30,		September 30,
	2023		2022

	(Dollars in thousands)
Total factored receivables at period-end	$	52,082	$	60,550
Average factored receivables:
For the three months ended	$	51,664	$	62,623
For the nine months ended		65,938		61,508
Total full time equivalent employees at period-end		30		30

Third Quarter 2023 Highlights

Results of Operations:

●

Net interest income decreased (6%) to $45.4 million for the third quarter of 2023, compared to $48.0 million for the third quarter of 2022. The fully tax equivalent (“FTE”) net interest margin decreased (16) basis points to 3.57% for the third quarter of 2023, from 3.73% for the third quarter of 2022, primarily due to a higher cost of funds, and a decrease in the average balances of noninterest-bearing demand deposits, partially offset by increases in the prime rate and the rate on overnight funds, and a shift in the mix of earning assets as the Company invested its excess liquidity into higher yielding loans and investment securities.

●

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Company invested its excess liquidity into higher yielding loans and investment securities, partially offset by a higher cost of funds, a decrease in the average balances of noninterest-bearing demand deposits, and an increase in the average balances of short-term borrowings.

●

The average yield on the total loan portfolio increased to 5.46% for the third quarter of 2023, compared to 4.90% for the third quarter of 2022, primarily due to increases in market interest rates.

●

The average yield on the total loan portfolio increased to 5.46% for the first nine months of 2023, compared to 4.81% for the first nine months of 2022, primarily due to increases in market interest rates, partially offset by a decrease in the accretion of the loan purchase discount into interest income from acquired loans, lower prepayment fees, and higher average balances of lower yielding purchased residential mortgages.

●

In aggregate, the remaining net purchase discount on total loans acquired was $3.5 million at September 30, 2023.

●

The average cost of total deposits increased to 0.94% for the first nine months of 2023, compared to 0.11% for the first nine months of 2022. The average cost of funds increased to 1.01% for the first nine months of 2023, compared to 0.16% for the first nine months of 2022.

●

The increase in the average cost of total deposits and the average cost of funds for the third quarter of 2023 and first nine months of 2023 was primarily due to clients seeking higher yields and moving noninterest-bearing deposits to the Bank’s interest-bearing and Insured Cash Sweep (“ICS”) deposits and an increase in market interest rates on deposits.

●

During the third quarter of 2023, we recorded a provision for credit losses on loans of $168,000, compared to a $1.0 million provision for credit losses on loans for the third quarter of 2022. There was a provision for credit losses on loans of $460,000 for the nine months ended September 30, 2023, compared to a $258,000 provision for credit losses on loans for the nine months ended September 30, 2022.

●

For the nine months ended September 30, 2023, total noninterest income decreased (4%) to $7.1 million, compared to $7.4 million for the nine months ended September 30, 2022, primarily due to a $669,000 gain on warrants during the first nine months of 2022, and lower interchange fee income on credit cards during the first nine months of 2023, partially offset by higher service charges and fees on deposit accounts during the first nine months of 2023.

●

Total noninterest expense for the nine months ended September 30, 2023 increased to $75.6 million, compared to $70.3 million for the nine months ended September 30, 2022, primarily due to higher salaries and employee benefits, and higher insurance, regulatory assessments, and ICS/Certificate of Deposit Account Registry Service (“CDARS”) fee expenses included in other noninterest expense, partially offset by lower professional fees during the nine months ended September 30, 2023.

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●

The efficiency ratio was 52.89% for the third quarter of 2023, compared to 47.02% for the third quarter of 2022. The efficiency ratio was 51.06% for the nine months ended September 30, 2023, compared to 51.92% for the nine months ended September 30, 2022, primarily due to higher net interest income.

●

Income tax expense was $6.5 million for the third quarter of 2023, compared to $7.8 million for the third quarter of 2022. The effective tax rate for the third quarter of 2023 was 29.0%, compared to 30.3% for the third quarter of 2022. Income tax expense for the nine months ended September 30, 2023 was $20.8 million, compared to $19.1 million for the nine months ended September 30, 2022. The effective tax rate for the nine months ended September 30, 2023 was 29.0%, compared to 29.5% for the nine months ended September 30, 2022.

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Current Financial Condition and Liquidity Position:

●

Our liquidity, including cash on hand, undrawn lines of credit, and other sources of liquidity, totaled $3.1 billion, or 69% of total deposits and approximately 148% of the Bank’s estimated uninsured deposits, at September 30, 2023. The Bank’s uninsured deposits were approximately $2.123 billion, 46% of total deposits, at September 30, 2023. The following table shows our liquidity, available lines of credit and the amounts outstanding at September 30, 2023:


	Total
	Available
	(Dollars in thousands)
Excess funds at the Federal Reserve Bank ('FRB")	$	599,000
FRB discount window collateralized line of credit		1,214,537
Federal Home Loan Bank ("FHLB") collateralized borrowing capacity		1,151,769
Unpledged investment securities (at fair value)		76,712
Federal funds purchase arrangements		80,000
Holding company line of credit		20,000
Total	$	3,142,018

●

The Company’s total liquidity and borrowing capacity was $3.142 billion, all of which remained available at September 30, 2023. During the first nine months of 2023, the Bank increased its credit line availability from the FRB and the FHLB by $1.527 billion to $2.366 billion at September 30, 2023, and from $839.5 million at December 31, 2022.

●

Cash, interest-bearing deposits in other financial institutions and securities available-for-sale, at fair value, decreased (5%) to $1.103 billion at September 30, 2023, from $1.160 billion at September 30, 2022, and increased 39% from $796.2 million at December 31, 2022.

●

At September 30, 2023, securities held-to-maturity, at amortized cost, totaled $664.7 million, compared to $703.8 million at September 30, 2022, and $715.0 million, at December 31, 2022.

●

The pre-tax unrealized loss on the securities available-for-sale portfolio was ($16.8) million, or ($12.0) million net of taxes, which was 1.8% of total shareholders’ equity at September 30, 2023. The pre-tax unrealized loss on the securities held-to-maturity portfolio was ($122.7) million at September 30, 2023, or ($86.4) million net of taxes, which was 13.1% of total shareholders’ equity at September 30, 2023. The fair value is expected to recover as the securities approach their maturity date and/or interest rates decline.

●

The weighted average life of the securities available-for-sale portfolio was 1.49 years, the weighted average life of the securities held-to-maturity portfolio was 7.03 years, and the average life of the total investment securities portfolio was 4.72 years at September 30, 2023.

●

The following are the projected cash flows from paydowns and maturities in the investment securities portfolio for the periods indicated based on the current interest rate environment:


			Agency
			Mortgage-
			backed and
	U.S.		Municipal
	Treasury		Securities		Total

	(Dollars in thousands)
Fourth quarter of 2023	$	20,000	$	20,314	$	40,314
First quarter of 2024		37,000		19,578		56,578
Second quarter of 2024		131,000		18,752		149,752
Third quarter of 2024		37,500		19,522		57,022
Fourth quarter of 2024		9,000		18,028		27,028
First quarter of 2025		35,000		17,528		52,528
Second quarter of 2025		118,000		17,145		135,145
Third quarter of 2025		25,500		18,430		43,930
Fourth quarter of 2025		—		16,961		16,961
Total	$	413,000	$	166,258	$	579,258

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●

Loans, excluding loans held-for-sale, increased $69.0 million, or 2%, to $3.285 billion at September 30, 2023, compared to $3.216 billion at September 30, 2022, and decreased ($13.1) million from $3.299 billion at December 31, 2022. Loans, excluding residential mortgages, increased $74.8 million, or 3%, to $2.782 billion at September 30, 2023, compared to $2.708 billion at September 30, 2022, and increased $21.8 million, or 1%, from $2.761 billion at December 31, 2022.

●

Nonperforming assets (“NPAs”) totaled $5.5 million, or 0.10% of total assets, at September 30, 2023, compared to $1.0 million, or 0.02% of total assets, at September 30, 2022, and $2.4 million, or 0.05% of total assets, at December 31, 2022.

●

Classified assets were $31.1 million, or 0.57% of total assets, at September 30, 2023, compared to $28.6 million, or 0.53% of total assets, at September 30, 2022, and $14.5 million, or 0.28% of total assets, at December 31, 2022.

●

Net charge-offs totaled $269,000 for the third quarter of 2023, compared to net recoveries of $425,000 for the third quarter of 2022, and net recoveries of $83,000 for the fourth quarter of 2022.

●

The allowance for credit losses on loans (“ACLL”) at September 30, 2023 was $47.7 million, or 1.45% of total loans, representing 870% of total nonperforming loans. The ACLL at September 30, 2022 was $46.9 million, or 1.46% of total loans, representing 4,529% of total nonperforming loans. The ACLL at December 31, 2022 was $47.5 million, or 1.44% of total loans, representing 1,959% of total nonperforming loans.

●

Total deposits decreased ($107.8) million, or (2%), to $4.575 billion at September 30, 2023, compared to $4.683 billion at September 30, 2022, and increased $185.9 million, or 4%, from $4.390 billion at December 31, 2022.

●

ICS/CDARS deposits increased $891.3 million to $921.2 million at September 30, 2023, compared to $29.9 million at September 30, 2022, and increased $890.8 million from $30.4 million at December 31, 2022.

●

The ratio of noncore funding (which consists of time deposits of $250,000 and over, brokered deposits, securities under an agreement to repurchase, subordinated debt, and short-term borrowings) to total assets was 5.39% at September 30, 2023, compared to 2.44% at September 30, 2022, and 2.86% at December 31, 2022.

●

The loan to deposit ratio was 71.81% at September 30, 2023, compared to 68.68% at September 30, 2022, and 75.14% at December 31, 2022.

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Capital Adequacy:

●

The Company’s consolidated capital ratios exceeded regulatory guidelines and the HBC’s capital ratios exceeded the regulatory guidelines for a well-capitalized financial institution under the Basel III regulatory requirements at September 30, 2023.




							Well-capitalized
	Heritage			Heritage			Financial Institution			Basel III Minimum
	Commerce			Bank of			Basel III PCA Regulatory			Regulatory
Capital Ratios	Corp			Commerce			Guidelines			Requirement(1)
Total Capital		15.6	%		15.0	%		10.0	%		10.5	%
Tier 1 Capital		13.4	%		13.9	%		8.0	%		8.5	%
Common Equity Tier 1 Capital		13.4	%		13.9	%		6.5	%		7.0	%
Tier 1 Leverage		9.6	%		10.0	%		5.0	%		4.0	%
Tangible common equity / tangible assets ⁽²⁾		9.3	%		9.6	%		N/A			N/A

(1)	Basel III minimum regulatory requirements for both HCC and HBC include a 2.5% capital conservation buffer, except the leverage ratio.

(2)	Represents shareholders’ equity minus goodwill and other intangible assets divided by total assets minus goodwill and other intangible assets.

RESULTS OF OPERATIONS

The Company earns income from two primary sources. The first is net interest income, which is interest income generated by earning assets less interest expense on interest-bearing liabilities. The second is noninterest income, which primarily consists of gains on the sale of loans, loan servicing fees, customer service charges and fees, the increase in the cash surrender value of life insurance, and gains on the sale of securities. The majority of the Company’s noninterest expenses are operating costs that relate to providing a full range of banking and lending services to our customers.

Net Interest Income and Net Interest Margin

The level of net interest income depends on several factors in combination, including yields on earning assets, the cost of interest-bearing liabilities, the relative volumes of earning assets and interest-bearing liabilities, and the mix of products which comprise the Company’s earning assets, deposits, and other interest-bearing liabilities. To maintain its net interest margin the Company must manage the relationship between interest earned and paid.

The following Distribution, Rate and Yield table presents the average amounts outstanding for the major categories of the Company’s balance sheet, the average interest rates and amounts earned or paid thereon, and the resulting net interest margin on average interest earning assets for the periods indicated. Average balances are based on daily averages.

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Distribution, Rate and Yield


	Three Months Ended						Three Months Ended
	September 30, 2023						September 30, 2022
			Interest		Average				Interest		Average
	Average		Income /		Yield /		Average		Income /		Yield /
	Balance		Expense		Rate		Balance		Expense		Rate

	(Dollars in thousands)
Assets:
Loans, gross ⁽¹⁾⁽²⁾	$	3,257,480	$	44,853	5.46	%	$	3,143,987	$	38,870	4.90	%
Securities — taxable		1,114,782		6,797	2.42	%		1,076,742		5,874	2.16	%
Securities — exempt from Federal tax⁽³⁾		32,947		293	3.53	%		38,733		329	3.37	%
Other investments, interest-bearing deposits
in other financial institutions and Federal funds sold		646,501		8,909	5.47	%		857,911		5,170	2.39	%
Total interest earning assets		5,051,710		60,852	4.78	%		5,117,373		50,243	3.90	%
Cash and due from banks		35,911						37,961
Premises and equipment, net		9,374						9,591
Goodwill and other intangible assets		177,238						179,739
Other assets		125,697						121,666
Total assets	$	5,399,930					$	5,466,330
Liabilities and shareholders’ equity:
Deposits:
Demand, noninterest-bearing	$	1,302,606					$	1,910,748

Demand, interest-bearing		1,017,686		1,730	0.67	%		1,205,937		543	0.18	%
Savings and money market		1,087,336		5,514	2.01	%		1,429,055		925	0.26	%
Time deposits — under $100		11,966		30	0.99	%		12,329		5	0.16	%
Time deposits — $100 and over		272,362		2,489	3.63	%		123,458		121	0.39	%
ICS/CDARS — interest-bearing demand, money
market and time deposits		881,665		5,117	2.30	%		30,517		1	0.01	%
Total interest-bearing deposits		3,271,015		14,880	1.80	%		2,801,296		1,595	0.23	%
Total deposits		4,573,621		14,880	1.29	%		4,712,044		1,595	0.13	%

Short-term borrowings		31		—	0.00	%		27		—	0.00	%
Subordinated debt, net of issuance costs		39,439		539	5.42	%		39,288		538	5.43	%
Total interest-bearing liabilities		3,310,485		15,419	1.85	%		2,840,611		2,133	0.30	%
Total interest-bearing liabilities and demand,
noninterest-bearing / cost of funds		4,613,091		15,419	1.33	%		4,751,359		2,133	0.18	%
Other liabilities		129,866						103,264
Total liabilities		4,742,957						4,854,623
Shareholders’ equity		656,973						611,707
Total liabilities and shareholders’ equity	$	5,399,930					$	5,466,330

Net interest income / margin				45,433	3.57	%				48,110	3.73	%
Less tax equivalent adjustment				(61)						(69)
Net interest income			$	45,372					$	48,041

(1)	Includes loans held-for-sale. Nonaccrual loans are included in average balance.

(2)

Yield amounts earned on loans include fees and costs. The accretion of net deferred loan fees into loan interest income was $201,000 for the third quarter of 2023, compared to $507,000 for the third quarter of 2022. Prepayment fees totaled $182,000 for the third quarter of 2023, compared to $96,000 for the third quarter of 2022.

(3)	Reflects the fully tax equivalent adjustment for Federal tax-exempt income based on a 21% tax rate.

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	Nine Months Ended						Nine Months Ended
	September 30, 2023						September 30, 2022
			Interest		Average				Interest		Average
	Average		Income /		Yield /		Average		Income /		Yield /
	Balance		Expense		Rate		Balance		Expense		Rate

Assets:
Loans, gross ⁽¹⁾⁽²⁾	$	3,255,375	$	132,993	5.46	%	$	3,074,674	$	110,509	4.81	%
Securities — taxable		1,140,890		20,835	2.44	%		924,694		13,725	1.98	%
Securities — exempt from Federal tax⁽³⁾		34,332		908	3.54	%		41,328		1,048	3.39	%
Other investments, interest-bearing deposits
in other financial institutions and Federal funds sold		535,016		20,860	5.21	%		1,025,002		8,574	1.12	%
Total interest earning assets⁽³⁾		4,965,613		175,596	4.73	%		5,065,698		133,856	3.53	%
Cash and due from banks		36,205						37,589
Premises and equipment, net		9,278						9,621
Goodwill and other intangible assets		177,837						180,393
Other assets		127,514						121,519
Total assets	$	5,316,447					$	5,414,820
Liabilities and shareholders’ equity:
Deposits:
Demand, noninterest-bearing	$	1,444,744					$	1,868,283

Demand, interest-bearing		1,117,140		4,994	0.60	%		1,244,996		1,470	0.16	%
Savings and money market		1,159,894		13,641	1.57	%		1,383,944		2,026	0.20	%
Time deposits — under $100		11,951		60	0.67	%		12,732		14	0.15	%
Time deposits — $100 and over		212,736		4,744	2.98	%		122,615		341	0.37	%
CDARS — interest-bearing demand, money
market and time deposits		525,318		8,065	2.05	%		30,356		4	0.02	%
Total interest-bearing deposits		3,027,039		31,504	1.39	%		2,794,643		3,855	0.18	%
Total deposits		4,471,783		31,504	0.94	%		4,662,926		3,855	0.11	%

Short-term borrowings		36,283		1,365	5.03	%		24		—	0.00	%
Subordinated debt, net of issuance costs		39,401		1,614	5.48	%		42,552		1,640	5.15	%
Total interest-bearing liabilities		3,102,723		34,483	1.49	%		2,837,219		5,495	0.26	%
Total interest-bearing liabilities and demand,
noninterest-bearing / cost of funds		4,547,467		34,483	1.01	%		4,705,502		5,495	0.16	%
Other liabilities		120,639						104,524
Total liabilities		4,668,106						4,810,026
Shareholders’ equity		648,341						604,794
Total liabilities and shareholders’ equity	$	5,316,447					$	5,414,820

Net interest income ⁽³⁾ / margin				141,113	3.80	%				128,361	3.39	%
Less tax equivalent adjustment ⁽³⁾				(190)						(220)
Net interest income			$	140,923					$	128,141

(1)	Includes loans held-for-sale. Nonaccrual loans are included in average balance.

(2)

Yield amounts earned on loans include fees and costs. The accretion of net deferred loan fees into loan interest income was $595,000 for the first nine months of 2023, compared to $3,111,000 for the first nine months of 2022. Prepayment fees totaled $393,000 for the first nine months of 2023, compared to $1,155,000 for the first nine months of 2022.

(3)	Reflects the fully tax equivalent adjustment for Federal tax-exempt income based on a 21% tax rate.

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Volume and Rate Variances

The Volume and Rate Variances table below sets forth the dollar difference in interest earned and paid for each major category of interest-earning assets and interest-bearing liabilities for the noted periods, and the amount of such change attributable to changes in average balances (volume) or changes in average interest rates. Volume variances are equal to the increase or decrease in the average balance times the prior period rate, and rate variances are equal to the increase or decrease in the average rate times the prior period average balance. Variances attributable to both rate and volume changes are equal to the change in rate times the change in average balance and are included below in the average volume column.


	Three Months Ended September 30,
	2023 vs. 2022
	Increase (Decrease)
	Due to Change in:
	Average		Average		Net
	Volume		Rate		Change

	(Dollars in thousands)
Income from the interest earning assets:
Loans, gross	$	1,585	$	4,398	$	5,983
Securities — taxable		229		694		923
Securities — exempt from Federal tax⁽¹⁾		(52)		16		(36)
Other investments, interest-bearing deposits
in other financial institutions and Federal funds sold		(2,919)		6,658		3,739
Total interest income on interest-earning assets		(1,157)		11,766		10,609

Expense from the interest-bearing liabilities:
Demand, interest-bearing		(307)		1,494		1,187
Savings and money market		(1,726)		6,315		4,589
Time deposits — under $100		(1)		26		25
Time deposits — $100 and over		1,359		1,009		2,368
CDARS — interest-bearing demand, money market
and time deposits		4,940		176		5,116
Subordinated debt, net of issuance costs		2		(1)		1
Total interest expense on interest-bearing liabilities		4,267		9,019		13,286
Net interest income	$	(5,424)	$	2,747		(2,677)
Less tax equivalent adjustment						8
Net interest income					$	(2,669)

(1)	Reflects the fully tax equivalent adjustment for Federal tax-exempt income based on a 21% tax rate.

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	Nine Months Ended September 30,
	2023 vs. 2022
	Increase (Decrease)
	Due to Change in:
	Average		Average		Net
	Volume		Rate		Change

	(Dollars in thousands)
Income from the interest earning assets:
Loans, gross	$	7,430	$	15,054	$	22,484
Securities — taxable		3,959		3,151		7,110
Securities — exempt from Federal tax⁽¹⁾		(186)		46		(140)
Other investments, interest-bearing deposits
in other financial institutions and Federal funds sold		(19,082)		31,368		12,286
Total interest income on interest-earning assets		(7,879)		49,619		41,740

Expense from the interest-bearing liabilities:
Demand, interest-bearing		(593)		4,117		3,524
Savings and money market		(2,610)		14,225		11,615
Time deposits — under $100		(4)		50		46
Time deposits — $100 and over		2,011		2,392		4,403
CDARS — interest-bearing demand, money market
and time deposits		7,600		461		8,061
Short-term borrowings		1,364		1		1,365
Subordinated debt, net of issuance costs		(130)		104		(26)
Total interest expense on interest-bearing liabilities		7,638		21,350		28,988
Net interest income	$	(15,517)	$	28,269		12,752
Less tax equivalent adjustment						30
Net interest income					$	12,782

For the first nine months of 2023, the net interest income increased 10% to $140.9 million, compared to $128.1 million for the first nine months of 2022. The FTE net interest margin increased 41 basis points to 3.80% for the first nine months of 2023, from 3.39% for the first nine months of 2022, primarily due to increases in the prime rate and the rate on overnight funds, and a shift in the mix of earning assets as the Company invested its excess liquidity into higher yielding loans and investment securities, partially offset by a higher cost of funds, a decrease in the average balances of noninterest-bearing demand deposits, and an increase in the average balances of short-term borrowings.

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The following tables present the average balance of loans outstanding, interest income, and the average yield for the periods indicated:


	For the Quarter Ended						For the Quarter Ended
	September 30, 2023						September 30, 2022
	Average		Interest		Average		Average		Interest		Average
	Balance		Income		Yield		Balance		Income		Yield

	(Dollars in thousands)
Loans, core bank	$	2,720,010	$	37,171	5.42	%	$	2,587,772	$	30,774	4.72	%
Prepayment fees		—		182	0.03	%		—		96	0.01	%
Asset-based lending		23,983		593	9.81	%		53,514		1,032	7.65	%
Bay View Funding factored receivables		51,664		2,775	21.31	%		62,623		3,201	20.28	%
Purchased residential mortgages		465,471		3,811	3.25	%		445,256		3,414	3.04	%
Loan fair value mark / accretion		(3,648)		321	0.05	%		(5,178)		353	0.05	%
Total loans (includes loans held-for-sale)	$	3,257,480	$	44,853	5.46	%	$	3,143,987	$	38,870	4.90	%

The average yield on the total loan portfolio increased to 5.46% for the third quarter of 2023, compared to 4.90% for the third quarter of 2022, primarily due to increases in market interest rates.


	Nine Months Ended						Nine Months Ended
	September 30, 2023						September 30, 2022
	Average		Interest		Average		Average		Interest		Average
	Balance		Income		Yield		Balance		Income		Yield

	(Dollars in thousands)
Loans, core bank	$	2,689,763	$	107,448	5.34	%	$	2,567,129	$	86,464	4.50	%
Prepayment fees		—		393	0.02	%		—		1,155	0.06	%
Asset-based lending		26,582		1,906	9.59	%		57,540		2,857	6.64	%
Bay View Funding factored receivables		65,938		10,623	21.54	%		61,508		9,123	19.83	%
Residential mortgages		477,068		11,497	3.22	%		394,618		8,553	2.90	%
Loan fair value mark / accretion		(3,976)		1,126	0.06	%		(6,121)		2,357	0.12	%
Total loans (includes loans held-for-sale)	$	3,255,375	$	132,993	5.46	%	$	3,074,674	$	110,509	4.81	%

In aggregate, the remaining net purchase discount on total loans acquired was $3.5 million at September 30, 2023.

The average cost of total deposits increased to 1.29% for the third quarter of 2023, compared to 0.13% for the third quarter of 2022. The average cost of funds increased to 1.33% for the third quarter of 2023, compared to 0.18% for the third quarter of 2022. The average cost of total deposits increased to 0.94% for the first nine months of 2023, compared to 0.11% for the first nine months of 2022. The average cost of funds increased to 1.01% for the first nine months of 2023, compared to 0.16% for the first nine months of 2022.

The increase in the average cost of total deposits and the average cost of funds for the third quarter of 2023 and first nine months of 2023 was primarily due to clients seeking higher yields and moving noninterest-bearing deposits to the Bank’s interest-bearing and ICS deposits and an increase in market interest rates.

Provision for Credit Losses on Loans

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

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the loan portfolio, the valuation of problem loans and the general economic conditions in the Company’s market area. The provision for credit losses on loans and level of allowance for each period are also dependent on forecast data for the state of California including GDP and unemployment rate projections.

During the third quarter of 2023, we recorded a provision for credit losses on loans of $168,000, compared to a $1.0 million of provision for credit losses on loans for the third quarter of 2022. There was a provision for credit losses on loans of $460,000 for the nine months ended September 30, 2023, compared to a $258,000 of provision for credit losses on loans for the nine months ended September 30, 2022. Provisions for credit losses on loans are charged to operations to bring the allowance for credit losses on loans to a level deemed appropriate by the Company based on the factors discussed under “Credit Quality and Allowance for Credit Losses on Loans.”

Noninterest Income



					Increase
	Three Months Ended				(decrease)
	September 30,				2023 versus 2022
	2023		2022		Amount		Percent

	(Dollars in thousands)
Service charges and fees on deposit accounts	$	859	$	1,360	$	(501)	(37)	%
Increase in cash surrender value of life insurance		517		484		33	7	%
Gain on sales of SBA loans		207		308		(101)	(33)	%
Termination fees		118		16		102	638	%
Gain on proceeds from company owned life insurance		100		—		100	N/A
Servicing income		62		125		(63)	(50)	%
Gain on warrants		—		32		(32)	(100)	%
Other		353		456		(103)	(23)	%
Total	$	2,216	$	2,781	$	(565)	(20)	%



					Increase
	Nine Months Ended				(decrease)
	September 30,				2023 versus 2022
	2023		2022		Amount		Percent

	(Dollars in thousands)
Service charges and fees on deposit accounts	$	3,503	$	2,839	$	664	23	%
Increase in cash surrender value of life insurance		1,512		1,444		68	5	%
Gain on sales of SBA loans		482		491		(9)	(2)	%
Termination fees		129		61		68	111	%
Gain on proceeds from company owned life insurance		100		27		73	270	%
Servicing income		297		370		(73)	(20)	%
Gain on warrants		—		669		(669)	(100)	%
Other		1,033		1,438		(405)	(28)	%
Total	$	7,056	$	7,339	$	(283)	(4)	%

Total noninterest income decreased (20%) to $2.2 million for the third quarter of 2023, compared to $2.8 million for the third quarter of 2022, primarily due to lower service charges and fees on deposit accounts, a lower gain on sales of SBA loans and lower servicing income, partially offset by higher termination fees at Bay View Funding, and a gain on proceeds from company-owned life insurance during the third quarter of 2023. For the nine months ended September 30, 2023, total noninterest income decreased (4%) to $7.1 million, compared to $7.3 million for the nine months ended September 30, 2022, primarily due to a $669,000 gain on warrants during the first nine months of 2022, and lower interchange fee income on credit cards during the first nine months of 2023, partially offset by higher service charges and fees on deposit accounts during the first nine months of 2023.

A portion of the Company’s noninterest income has been associated with its SBA lending activity, as gains on the sale of loans sold in the secondary market and servicing income from loans sold with servicing rights retained. For the third quarter of 2023, SBA loan sales resulted in an $207,000 gain, compared to a $308,000 gain on sales of SBA loans for the third quarter of 2022. For the nine months ended September 30, 2023, SBA loan sales resulted in a $482,000 gain, compared to a $491,000 gain for the nine months ended September 30, 2022.

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The servicing assets that result from the sales of SBA loans with servicing retained are amortized over the expected term of the loans using a method approximating the interest method. Servicing income generally declines as the respective loans are repaid.

Noninterest Expense

The following table sets forth the various components of the Company’s noninterest expense:



					Increase
	Three Months Ended				(Decrease)
	September 30,				2023 versus 2022
	2023		2022		Amount		Percent

	(Dollars in thousands)
Salaries and employee benefits	$	14,147	$	14,119	$	28	0	%
Occupancy and equipment		2,301		2,415		(114)	(5)	%
Insurance expense		1,595		1,361		234	17	%
Data processing		906		562		344	61	%
Professional fees		717		1,230		(513)	(42)	%
Federal Deposit Insurance Corporation ("FDIC") assessments		688		285		403	141	%
Software subscriptions		682		509		173	34	%
Client services		682		438		244	56	%
Other		3,453		2,980		473	16	%
Total noninterest expense	$	25,171	$	23,899	$	1,272	5	%


					Increase
	Nine Months Ended				(Decrease)
	September 30,				2023 versus 2022
	2023		2022		Amount		Percent

	(Dollars in thousands)
Salaries and employee benefits	$	42,943	$	41,416	$	1,527	4	%
Occupancy and equipment		7,123		7,129		(6)	0	%
Insurance expense		4,627		3,447		1,180	34	%
Data processing		2,593		1,894		699	37	%
Professional fees		3,265		3,601		(336)	(9)	%
FDIC assessments		1,599		1,215		384	32	%
Software subscriptions		1,903		1,383		520	38	%
Client services		1,633		1,375		258	19	%
Other		9,877		8,881		996	11	%
Total noninterest expense	$	75,563	$	70,341	$	5,222	7	%

The following table indicates the percentage of noninterest expense in each category for the periods indicated:


	Three Months Ended September 30,
			Percent				Percent
	2023		of Total		2022		of Total

	(Dollars in thousands)
Salaries and employee benefits	$	14,147	56	%	$	14,119	59	%
Occupancy and equipment		2,301	9	%		2,415	10	%
Insurance expense		1,595	6	%		1,361	6	%
Data processing		906	3	%		562	2	%
Professional fees		717	3	%		1,230	5	%
FDIC assessments		688	3	%		285	1	%
Software subscriptions		682	3	%		509	2	%
Client services		682	3	%		438	2	%
Other		3,453	14	%		2,980	13	%
Total noninterest expense	$	25,171	100	%	$	23,899	100	%

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	Nine Months Ended September 30,
			Percent				Percent
	2023		of Total		2022		of Total

	(Dollars in thousands)
Salaries and employee benefits	$	42,943	57	%	$	41,416	59	%
Occupancy and equipment		7,123	9	%		7,129	10	%
Insurance expense		4,627	6	%		3,447	5	%
Data processing		2,593	4	%		1,894	3	%
Professional fees		3,265	4	%		3,601	5	%
FDIC assessments		1,599	2	%		1,215	2	%
Software subscriptions		1,903	3	%		1,383	2	%
Client services		1,633	2	%		1,375	2	%
Other		9,877	13	%		8,881	12	%
Total noninterest expense	$	75,563	100	%	$	70,341	100	%

Total noninterest expense for the third quarter of 2023 increased to $25.2 million, compared to $23.9 million for the third quarter of 2022, primarily due to higher insurance, regulatory assessments, and information technology related expenses included in other noninterest expense, partially offset by lower professional fees and occupancy and equipment expense during the third quarter of 2023. Total noninterest expense for the nine months ended September 30, 2023 increased to $75.6 million, compared to $70.3 million for the nine months ended September 30, 2022, primarily due to higher salaries and employee benefits, and higher insurance, regulatory assessments, and ICS/CDARS fee expenses included in other noninterest expense, partially offset by lower professional fees during the nine months ended September 30, 2023.

Full time equivalent employees were 348 at September 30, 2023, compared to 327 at September 30, 2022, and 340 and at December 31, 2022.

Income Tax Expense

The Company computes its provision for income taxes on a monthly basis. The effective tax rate is determined by applying the Company’s statutory income tax rates to pre-tax book income as adjusted for permanent differences between pre-tax book income and actual taxable income. These permanent differences include, but are not limited to, increases in the cash surrender value of life insurance policies, interest on tax-exempt securities, certain expenses that are not allowed as tax deductions, and tax credits.

The following table shows the Company’s effective income tax rates for the periods indicated:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Effective income tax rate	29.0	%	30.3	%	29.0	%	29.5	%

The Company’s Federal and state income tax expense for the third quarter of 2023 was $6.5 million, compared to $7.8 million for the third quarter of 2022. The Company’s Federal and state income tax expense for the first nine months of 2023 was $20.8 million, compared to $19.1 million for the first nine months of 2022.

Some items of income and expense are recognized in one year for tax purposes, and another when applying generally accepted accounting principles, which leads to timing differences between the Company’s actual tax liability, and the amount accrued for this liability based on book income. These temporary differences comprise the “deferred” portion of the Company’s tax expense or benefit, which is accumulated on the Company’s books as a deferred tax asset or deferred tax liability until such time as they reverse.

Realization of the Company’s deferred tax assets is primarily dependent upon the Company generating sufficient future taxable income to obtain benefit from the reversal of net deductible temporary differences and the utilization of tax credit carryforwards and the net operating loss carryforwards for Federal and state income tax purposes. The amount of

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deferred tax assets considered realizable is subject to adjustment in future periods based on estimates of future taxable income. Under generally accepted accounting principles a valuation allowance is required to be recognized if it is “more likely than not” that the deferred tax assets will not be realized. The determination of the realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, including forecasts of future income, cumulative losses, applicable tax planning strategies, and assessments of current and future economic and business conditions.

The Company had net deferred tax assets of $30.6 million at September 30, 2023, $33.0 million at September 30, 2022, and $32.2 million at December 31, 2022. After consideration of the matters in the preceding paragraph, the Company determined that it is more likely than not that the net deferred tax assets at September 30, 2023, September 30, 2022, and December 31, 2022 will be fully realized in future years.

FINANCIAL CONDITION

At September 30, 2023, total assets decreased (1%) to $5.403 billion, compared to $5.431 billion at September 30, 2022, and increased 5% from $5.158 billion at December 31, 2022.

Securities available-for-sale, at fair value, were $457.2 million at September 30, 2023, a decrease of (4%) from $478.5 million at September 30, 2022, and decreased (7%) from $489.6 million at December 31, 2022. Securities held-to-maturity, at amortized cost, were $664.7 million at September 30, 2023, a decrease of (6%) from $703.8 million at September 30, 2022, and a decrease of (7%) from $715.0 million at December 31, 2022.

Securities Portfolio

The following table reflects the balances for each category of securities at the dates indicated:


	September 30,				December 31,
	2023		2022		2022

	(Dollars in thousands)
Securities available-for-sale (at fair value):
U.S. Treasury	$	396,996	$	405,389	$	418,474
Agency mortgage-backed securities		60,198		73,145		71,122
Total	$	457,194	$	478,534	$	489,596
Securities held-to-maturity (at amortized cost):
Agency mortgage-backed securities	$	632,241	$	665,679	$	677,381
Municipals — exempt from Federal tax (1)		32,453		38,130		37,623
Total (1)	$	664,694	$	703,809	$	715,004

(2)	Gross of the allowance for credit losses of $13,000 at September 30, 2023, $15,000 at September 30, 2022, and $14,000 at December 31, 2022.

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The following table summarizes the weighted average life and weighted average yields of securities at September 30, 2023:


	Weighted Average Life
					After One and				After Five and
	Within One				Within Five				Within Ten				After Ten
	Year or Less				Years				Years				Years				Total
	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield

	(Dollars in thousands)
Securities available-for-sale (at fair value):
U.S. Treasury	$	220,780	3.11	%	$	176,216	2.97	%	$	—	—	%	$	—	—	%	$	396,996	3.05	%
Agency mortgage-backed securities		108	3.23	%		49,672	2.49	%		10,418	2.62	%		—	—	%		60,198	2.51	%
Total	$	220,888	3.11	%	$	225,888	2.86	%	$	10,418	2.62	%	$	—	—	%	$	457,194	2.98	%

Securities held-to-maturity (at amortized cost):
Agency mortgage-backed securities	$	86	2.53	%	$	71,127	2.18	%	$	478,503	1.79	%	$	82,525	2.87	%	$	632,241	1.97	%
Municipals — exempt from Federal tax (1) (2)		2,080	4.19	%		6,074	3.43	%		23,723	3.55	%		576	3.67	%		32,453	3.57	%
Total (2)	$	2,166	4.12	%	$	77,201	2.28	%	$	502,226	1.87	%	$	83,101	2.88	%	$	664,694	2.05	%

(1)	Reflects tax equivalent adjustment for Federal tax exempt income based on a 21% tax rate.

(2)	Gross of the allowance for credit losses of $13,000 at September 30, 2023.

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

The Company’s portfolio may include: (i) U.S. Treasury securities and U.S. Government sponsored entities’ debt securities for liquidity and pledging; (ii) mortgage-backed securities, which in many instances can also be used for pledging, and which generally enhance the yield of the portfolio; (iii) municipal obligations, which provide tax free income and limited pledging potential; (iv) single entity issue trust preferred securities, which generally enhance the yield on the portfolio; (v) corporate bonds, which also enhance the yield on the portfolio; (vi) money market mutual funds; (vii) certificates of deposit; (viii) commercial paper; (ix) bankers acceptances; (x) repurchase agreements; (xi) collateralized mortgage obligations; and (xii) asset-backed securities.

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

The following table shows the pre-tax unrealized and unrecognized (loss) on securities available-for-sale and securities held-to-maturity and the allowance for credit losses for the periods indicated:


	September 30,				December 31,
	2023		2022		2022

	(Dollars in thousands)
Securities available-for-sale pre-tax unrealized (loss):
U.S. Treasury	$	(9,606)	$	(10,070)	$	(10,323)
Agency mortgage-backed securities		(7,185)		(7,304)		(5,794)
Total	$	(16,791)	$	(17,374)	$	(16,117)
Securities held-to-maturity pre-tax unrecognized (loss):
Agency mortgage-backed securities	$	(119,932)	$	(108,074)	$	(99,742)
Municipals — exempt from Federal tax		(2,753)		(2,125)		(810)
Total	$	(122,685)	$	(110,199)	$	(100,552)

Allowance for credit losses on municipal securities	$	(13)	$	(15)	$	(14)

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The pre-tax unrealized loss on securities available-for-sale was ($16.8) million, or ($12.0) million net of taxes, which was 1.8% of total shareholders’ equity at September 30, 2023. The pre-tax unrecognized loss on securities held-to-maturity at September 30, 2023 was ($122.7) million, or ($86.4) million net of taxes, which was 13.1% of total shareholders’ equity at September 30, 2023. The unrealized and unrecognized losses in both the available-for-sale and held-to-maturity portfolios were due to higher interest rates at September 30, 2023 compared to when the securities were purchased. The issuers are of high credit quality and all principal amounts are expected to be repaid when the securities mature. The fair value is expected to recover as the securities approach their maturity date and/or interest rates decline.

Loans

The Company’s loans represent the largest portion of invested assets, substantially greater than the securities portfolio or any other asset category, and the quality and diversification of the loan portfolio is an important consideration when reviewing the Company’s financial condition. Gross loans, excluding loans held-for-sale, represented 61% of total assets at September 30 2023, represented 59% at September 30, 2022 and 64% at December 31, 2022. The loan to deposit ratio was 71.81% at September 30, 2023, compared to 68.68% at September 30, 2022, and 75.14% at December 31, 2022.

Loan Distribution

The Loan Distribution table that follows sets forth the Company’s gross loans, excluding loans held-for-sale, outstanding and the percentage distribution in each category at the dates indicated:


	September 30, 2023				September 30, 2022				December 31, 2022
	Balance		% to Total		Balance		% to Total		Balance		% to Total

	(Dollars in thousands)
Commercial	$	430,664	13	%	$	542,829	17	%	$	533,915	16	%
Real estate:
CRE - owner occupied		589,751	18	%		612,241	19	%		614,663	19	%
CRE - non-owner occupied		1,208,324	37	%		1,023,405	32	%		1,066,368	32	%
Land and construction		158,138	5	%		167,439	5	%		163,577	5	%
Home equity		124,477	4	%		116,489	3	%		120,724	4	%
Multifamily		253,129	7	%		229,455	7	%		244,882	7	%
Residential mortgages		503,006	15	%		508,839	16	%		537,905	16	%
Consumer and other		18,526	1	%		16,620	1	%		17,033	1	%
Total Loans		3,286,015	100	%		3,217,317	100	%		3,299,067	100	%
Deferred loan fees, net		(554)	—			(844)	—			(517)	—
Loans, net of deferred fees		3,285,461	100	%		3,216,473	100	%		3,298,550	100	%
Allowance for credit losses on loans		(47,702)				(46,921)				(47,512)
Loans, net	$	3,237,759			$	3,169,552			$	3,251,038

The Company’s loan portfolio is concentrated in commercial loans, (primarily manufacturing, wholesale, and services oriented entities), and CRE, with the remaining balance in land development and construction, home equity, purchased residential mortgages, and consumer loans. The Company does not have any concentrations by industry or group of industries in its loan portfolio, however, 86% of its gross loans were secured by real property at September 30, 2023, compared to 82% at September 30, 2022, and 83% at December 31, 2022. While no specific industry concentration is considered significant, the Company’s bank lending operations are substantially located in areas that are dependent on the technology and real estate industries and their supporting companies.

The Company has established concentration limits in its loan portfolio for CRE loans, commercial loans, construction loans and unsecured lending, among others. The Company uses underwriting guidelines to assess the borrower’s historical cash flow to determine debt service, and we further stress test the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial lending to allow the Company to react to a borrower’s deteriorating financial condition should that occur.

The Company’s commercial loans are made for working capital, financing the purchase of equipment or for other business purposes. Commercial loans include loans with maturities ranging from thirty days to one year and “term loans” with maturities normally ranging from one to five years. Short-term business loans are generally intended to finance current transactions and typically provide for periodic principal payments, with interest payable monthly. Term loans normally provide for floating interest rates, with monthly payments of both principal and interest.

The Company is an active participant in the SBA and U.S. Department of Agriculture guaranteed lending programs, and has been approved by the SBA as a lender under the Preferred Lender Program. The Company regularly makes such guaranteed loans (collectively referred to as “SBA loans”). The guaranteed portion of these loans is typically

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sold in the secondary market depending on market conditions. When the guaranteed portion of an SBA loan is sold, the Company retains the servicing rights for the sold portion. During the nine months ended September 30, 2023 and 2022, loans were sold resulting in a gain on sales of SBA loans of $482,000 and $491,000, respectively.

The Company’s factoring receivables are from the operations of Bay View Funding whose primary business is purchasing and collecting factored receivables. Factored receivables are receivables that have been transferred by the originating organization and typically have not been subject to previous collection efforts. These receivables are acquired from a variety of companies, including but not limited to service providers, transportation companies, manufacturers, distributors, wholesalers, apparel companies, advertisers, and temporary staffing companies. The portfolio of factored receivables is included in the Company’s commercial loan portfolio. The average life of the factored receivables was 39 days for the both the first nine months of 2023 and the first nine months of 2022. The balance of the purchased receivables was $52.1 million at September 30, 2023, compared to $60.5 million at September 30, 2022, and $79.3 million at December 31, 2022.

The commercial loan portfolio decreased ($112.1) million, or (21%), to $430.7 million at September 30, 2023, from $542.8 million at September 30, 2022, and decreased ($103.2) million, or (19%), from $533.9 million at December 31, 2022. Commercial and industrial (“C&I”) line usage was 27% at September 30, 2023, compared to 29% at both September 30, 2022 and December 31, 2022.

The Company’s CRE loans consist primarily of loans based on the borrower’s cash flow and are secured by deeds of trust on commercial property to provide a secondary source of repayment. The Company generally restricts real estate term loans to no more than 75% of the property’s appraised value or the purchase price of the property depending on the type of property and its utilization. The Company offers both fixed and floating rate loans. Maturities for CRE loans are generally between five and ten years (with amortization ranging from fifteen to twenty five years and a balloon payment due at maturity), however, SBA and certain other real estate loans that can be sold in the secondary market may be granted for longer maturities.

The CRE owner-occupied loan portfolio decreased ($22.4) million, or (4%), to $589.8 million at September 30, 2023, from $612.2 million at September 30, 2022, and decreased ($24.9) million, or (4%), from $614.7 million at December 31, 2022. CRE non-owner occupied loans increased $184.9 million, or 18%, to $1.208 billion at September 30, 2023, compared to $1.203 billion at September 30, 2022, and increased $142.0 million, or 13%, from $1.066 billion at December 31, 2022. At September 30, 2023, 33% of the CRE loan portfolio was secured by owner-occupied real estate, compared to 37% at both September 30, 2022 and December 31, 2022.

The average loan size for all CRE loans at September 30, 2023 was $1.6 million, which was the same as the average loan size for office CRE loans at this date. The Company has personal guarantees on 91% of its CRE portfolio. A substantial portion of the unguaranteed CRE loans were made to credit-worthy non-profit organizations. Total office exposure in the CRE portfolio was $401 million, including 30 loans totaling approximately $76 million, in San Jose, 17 loans totaling approximately $26 million in San Francisco, and eight loans totaling approximately $16 million, in Oakland, at September 30, 2023. Non-owner occupied CRE with office exposure totaled $316 million at September 30, 2023. Of the $401 million of CRE loans with office exposure, approximately $37 million, or 9%, are situated in the Bay Area downtown business districts of San Jose and San Francisco, with an average balance of $2.2 million.

At September 30, 2023, the weighted average loan-to-value and debt-service coverage for the entire non-owner occupied office portfolio were 43.1% and 1.82 times, respectively. For the nine non-owner occupied office loans in San Francisco at September 30, 2023, the weighted average loan-to-value and debt-service coverage were 36% and 1.49 times, respectively.

The Company’s land and construction loans are primarily to finance the development and construction of commercial and single family residential properties. The Company utilizes underwriting guidelines to assess the likelihood of repayment from sources such as sale of the property or availability of permanent mortgage financing prior to making the construction loan. Construction loans are provided only in our market area, and the Company has extensive controls for the disbursement process. Land and construction loans decreased ($9.3) million, or (6%), to $158.1 million at September 30, 2023, compared to $167.4 million at September 30, 2022, and decreased ($5.5) million, or (3%), from $163.6 million at December 31, 2022.

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The Company makes home equity lines of credit available to its existing customers. Home equity lines of credit are underwritten initially with a maximum 75% loan to value ratio. Home equity lines of credit increased $8.0 million, or 7%, to $124.5 million at September 30, 2023, compared to $116.5 million at September 30, 2022, and increased $3.8 million, or 3%, from $120.7 million at December 31, 2022.

Multifamily loans increased $23.6 million, or 10%, to $253.1 million, at September 30, 2023, compared to $229.5 million at September 30, 2022, and increased $8.2 million, or 3%, from $244.9 million at December 31, 2022.

From time to time the Company has purchased single family residential mortgage loans. Purchases of residential loans have been an attractive alternative for replacing mortgage-backed security paydowns in the investment securities portfolio. Residential mortgage loans decreased ($5.8) million, or (1%), to $503.0 million at September 30, 2023, compared to $508.8 million at September 30, 2022, and decreased ($34.9) million, or (6%) from $537.9 million at December 31, 2022.

During the year ended December 31, 2022, the Company purchased single family residential mortgage loans totaling $185.4 million, tied to homes all located in California, with average principal balances of approximately $950,000.

Consumer and other loans increased $1.9 million, or 11%, to $18.5 million at September 30, 2023, compared to $16.6 million at September 30, 2022, and increased $1.5 million, or 9% from $17.0 million at December 31, 2022.

Additionally, the Company makes consumer loans for the purpose of financing automobiles, various types of consumer goods, and other personal purposes. Consumer loans generally provide for the monthly payment of principal and interest. Most of the Company’s consumer loans are secured by the personal property being purchased or, in the instances of home equity loans or lines, real property.

With certain exceptions, state chartered banks are permitted to make extensions of credit to any one borrowing entity totaling up to 15% of the bank’s capital and reserves for unsecured loans and up to 25% of the bank’s capital and reserves for secured loans. For HBC, these lending limits were $109.1 million and $181.8 million at September 30, 2023, respectively.

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Loan Maturities

The following table presents the maturity distribution of the Company’s loans (excluding loans held-for-sale) as of September 30, 2023. The table shows the distribution of such loans between those loans with predetermined (fixed) interest rates and those with variable (floating) interest rates. Floating rates generally fluctuate with changes in the prime rate as reflected in the Western Edition of The Wall Street Journal. As of September 30, 2023, approximately 27% of the Company’s loan portfolio consisted of floating interest rate loans.


			Over One
	Due in		Year But
	One Year		Less than		Over
	or Less		Five Years		Five Years		Total

	(Dollars in thousands)
Commercial	$	208,926	$	174,240	$	47,498	$	430,664
Real estate:
CRE - owner occupied		14,191		159,012		416,548		589,751
CRE - non-owner occupied		22,232		351,145		834,947		1,208,324
Land and construction		133,278		13,336		11,524		158,138
Home equity		6,059		29,032		89,386		124,477
Multifamily		12,991		93,404		146,734		253,129
Residential mortgages		2,876		18,359		481,771		503,006
Consumer and other		12,832		5,510		184		18,526
Loans	$	413,385	$	844,038	$	2,028,592	$	3,286,015

Loans with variable interest rates	$	348,293	$	253,687	$	295,647	$	897,627
Loans with fixed interest rates		65,092		590,351		1,732,945		2,388,388
Loans	$	413,385	$	844,038	$	2,028,592	$	3,286,015

Loan Servicing

As of September 30, 2023 and 2022, $60.1 million and $67.9 million, respectively, in SBA loans were serviced by the Company for others. Activity for loan servicing rights was as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

	(Dollars in thousands)
Beginning of period balance	$	506	$	562	$	549	$	655
Additions		63		81		126		124
Amortization		(95)		(56)		(201)		(192)
End of period balance	$	474	$	587	$	474	$	587

Loan servicing rights are included in accrued interest receivable and other assets on the unaudited consolidated balance sheets and reported net of amortization. There was no valuation allowance as of September 30, 2023 and 2022, as the fair value of the assets was greater than the carrying value.

Activity for the I/O strip receivable was as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022

	(Dollars in thousands)
Beginning of period balance	$	139	$	173	$	152	$	221
Unrealized holding loss		(14)		(2)		(27)		(50)
End of period balance	$	125	$	171	$	125	$	171

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Credit Quality and Allowance for Credit Losses on Loans

Financial institutions generally have a certain level of exposure to credit quality risk, and could potentially receive less than a full return of principal and interest if a debtor becomes unable or unwilling to repay. Since loans are the most significant assets of the Company and generate the largest portion of its revenues, the Company’s management of credit quality risk is focused primarily on loan quality. Banks have generally suffered their most severe earnings declines as a result of customers’ inability to generate sufficient cash flow to service their debts and/or downturns in national and regional economies and declines in overall asset values including real estate. In addition, certain debt securities that the Company may purchase have the potential of declining in value if the obligor’s financial capacity to repay deteriorates.

The Company’s policies and procedures identify market segments, set goals for portfolio growth or contraction, and establish limits on industry and geographic credit concentrations. In addition, these policies establish the Company’s underwriting standards and the methods of monitoring ongoing credit quality. The Company’s internal credit risk controls are centered in underwriting practices, credit granting procedures, training, risk management techniques, and familiarity with loan customers as well as the relative diversity and geographic concentration of our loan portfolio.

The Company’s credit risk may also be affected by external factors such as the level of interest rates, employment, general economic conditions, real estate values, and trends in particular industries or geographic markets. As an independent community bank serving a specific geographic area, the Company must contend with the unpredictable changes in the general California market and, particularly, primary local markets. The Company’s asset quality has suffered in the past from the impact of national and regional economic recessions, consumer bankruptcies, and depressed real estate values.

Nonperforming assets are comprised of the following: loans for which the Company is no longer accruing interest; loans 90 days or more past due and still accruing interest (although they are generally placed on nonaccrual when they become 90 days past due, unless they are both well-secured and in the process of collection); and foreclosed assets. Past due loans 30 days or greater totaled $11.9 million and $17.1 million at September 30, 2023 and December 31, 2022, respectively, of which $2.5 million and $479,000 were on nonaccrual. At September 30, 2023, there were also $996,000 loans less than 30 days past due included in nonaccrual loans held-for-investment. At December 31, 2022, there were also $261,000 loans less than 30 days past due included in nonaccrual loans held-for-investment.

Management’s classification of a loan as “nonaccrual” is an indication that there is reasonable doubt as to the full recovery of principal or interest on the loan. At that point, the Company stops accruing interest income, and reverses any uncollected interest that had been accrued as income. The Company begins recognizing interest income only as cash interest payments are received and it has been determined the collection of all outstanding principal is not in doubt. The loans may or may not be collateralized, and collection efforts are pursued on all nonaccrual loans. Loans may be restructured by management when a borrower has experienced some change in financial status causing an inability to meet the original repayment terms and where the Company believes the borrower will eventually overcome those circumstances and make full restitution. Foreclosed assets consist of properties acquired by foreclosure or similar means that management is offering or will offer for sale.

The following table summarizes the Company’s nonperforming assets at the dates indicated:


	September 30,						December 31,
	2023			2022			2022

	(Dollars in thousands)
Nonaccrual loans — held-for-investment	$	3,518		$	491		$	740
Loans 90 days past due and still accruing		1,966			545			1,685
Total nonperforming loans		5,484			1,036			2,425
Foreclosed assets		—			—			—
Total nonperforming assets	$	5,484		$	1,036		$	2,425

Nonperforming assets as a percentage of loans
plus foreclosed assets		0.17	%		0.03	%		0.07	%
Nonperforming assets as a percentage of total assets		0.10	%		0.02	%		0.05	%

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Nonperforming assets were $5.5 million, or 0.10% of total assets, at September 30, 2023, compared to $1.0 million, or 0.02% of total assets, at September 30, 2022, and $2.4 million, or 0.05% of total assets, at December 31, 2022. There were no CRE loans, Shared National Credits (“SNCs”) or material purchased participations included in NPAs or total loans at September 30, 2023, September 30, 2022, or December 31, 2022.

The following table presents the amortized cost basis of nonperforming loans and loans past due over 90 days and still accruing at the periods indicated:



	September 30, 2023
	Nonaccrual		Nonaccrual		Loans
	with no Special		with Special		over 90 Days
	Allowance for		Allowance for		Past Due
	Credit		Credit		and Still
	Losses		Losses		Accruing		Total

	(Dollars in thousands)
Commercial	$	1,269	$	443	$	1,966	$	3,678
Real estate:
Home equity		90		—		—		90
Residential mortgages		1,716		—		—		1,716
Total	$	3,075	$	443	$	1,966	$	5,484


	December 31, 2022
					Restructured
	Nonaccrual		Nonaccrual		and Loans
	with no Special		with Special		over 90 Days
	Allowance for		Allowance for		Past Due
	Credit		Credit		and Still
	Losses		Losses		Accruing		Total

	(Dollars in thousands)
Commercial	$	318	$	324	$	349	$	991
Real estate:
CRE - Non-Owner Occupied		—		—		1,336		1,336
Home equity		98		—		—		98
Total	$	416	$	324	$	1,685	$	2,425

Loans with a well-defined weakness, which are characterized by the distinct possibility that the Company will sustain a loss if the deficiencies are not corrected, are categorized as “classified.” Classified loans include all loans considered as substandard, substandard-nonaccrual, and doubtful and may result from problems specific to a borrower’s business or from economic downturns that affect the borrower’s ability to repay or that cause a decline in the value of the underlying collateral (particularly real estate). Loans held-for-sale are carried at the lower of cost or estimated fair value, and are not allocated an allowance for loan losses.

The amortized cost basis of collateral-dependent commercial loans collateralized by business assets totaled $443,000 at September 30, 2023. The amortized cost basis of collateral-dependent commercial loans collateralized by business assets totaled $324,000 at December 31, 2022.

Classified loans were $31.5 million, or 0.57% of total assets, at September 30, 2023, compared to $28.6 million, or 0.53% of total assets, at September 30, 2022, and $14.5 million, or 0.28% of total assets at December 31, 2022.

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In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed in accordance with the Company’s underwriting policy.

The ACLL is calculated by using the current expected credit loss (“CECL”) methodology. The ACLL estimation process involves procedures to appropriately consider the unique characteristics of loan portfolio segments. These segments are further disaggregated into loan classes, the level at which credit risk is monitored. When computing the level of expected credit losses, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, delinquency status, and other credit trends and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfolio in light of the factors and forecasts then prevailing, may result in significant changes in the allowance and credit loss expense in those future periods.

The allowance level is influenced by loan volumes, loan risk rating migration or delinquency status, changes in historical loss experience, and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.

Loans are charged-off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance for credit losses on loans.

The following provides a summary of the risks associated with various segments of the Company’s loan portfolio, which are factors management regularly considers when evaluating the adequacy of the allowance:

Commercial

Commercial loans rely primarily on the identified cash flows of the borrower for repayment and secondarily on the value of underlying collateral provided by the borrower. However, the cash flows of the borrowers may not be as expected and the collateral securing these loans may vary in value. Most commercial loans are secured by the assets being financed or on other business assets such as accounts receivable, inventory or equipment and may incorporate a personal guarantee; however, some loans may be unsecured.

CRE

CRE loans rely primarily on the cash flows of the properties securing the loan and secondarily on the value of the property that is securing the loan. CRE loans comprise two segments differentiated by owner occupied CRE and non-owner occupied CRE. Owner occupied CRE loans are secured by commercial properties that are at least 50% occupied by the borrower or borrower affiliate. Non-owner occupied CRE loans are secured by commercial properties that are less than 50% occupied by the borrower or a borrower affiliate. CRE loans may be adversely affected by conditions in the real estate markets or in the general economy.

Land and Construction

Land and construction loans are generally based on estimates of costs and value associated with the complete project. Construction loans usually involve the disbursement of funds with repayment substantially dependent on the success of the completion of the project. Sources of repayment for these loans may be permanent loans from HBC or other lenders, or proceeds from the sales of the completed project. These loans are monitored through on-site inspections and are considered to have higher risk than other real estate loans due to the final repayment dependent on numerous factors including general economic conditions.

Home Equity

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Multifamily

Residential Mortgages

Consumer and Other

Allocation of Allowance for Credit Losses on Loans

As a result of the matters mentioned above, changes in the financial condition of individual borrowers, economic conditions, historical loss experience and the condition of the various markets in which collateral may be sold may all affect the required level of the allowance for credit losses on loans and the associated provision for credit losses on loans.

On an ongoing basis, we have engaged an outside firm to perform independent credit reviews of our loan portfolio, subject to review by the Federal Reserve Board and the California Department of Financial Protection and Innovation. Based on information currently available, management believes that the allowance for credit losses on loans is adequate. However, the loan portfolio can be adversely affected if economic conditions in general, and the real estate market in the San Francisco Bay Area market in particular, were to weaken further. Also, any weakness of a prolonged nature in the technology industry would have a negative impact on the local market. The effect of such events, although uncertain at this time, could result in an increase in the level of nonperforming loans and increased loan losses, which could adversely affect the Company’s future growth and profitability. No assurance of the ultimate level of credit losses can be given with any certainty.

Changes in the allowance for credit losses on loans were as follows for the periods indicated:


	Three Months Ended September 30, 2023
			CRE		CRE
			Owner		Non-owner		Land &		Home		Multi-		Residential		Consumer
	Commercial		Occupied		Occupied		Construction		Equity		Family		Mortgages		and Other		Total

	(Dollars in thousands)
Beginning of period balance	$	6,550	$	5,463	$	23,523	$	2,870	$	730	$	4,383	$	4,129	$	155	$	47,803
Charge-offs		(447)		—		—		—		—		—		—		—		(447)
Recoveries		59		2		—		—		117		—		—		—		178
Net (charge-offs) recoveries		(388)		2		—		—		117		—		—		—		(269)
Provision for (recapture of) credit losses on loans		(557)		(120)		1,396		(126)		(140)		331		(635)		19		168
End of period balance	$	5,605	$	5,345	$	24,919	$	2,744	$	707	$	4,714	$	3,494	$	174	$	47,702

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	Three Months Ended September 30, 2022
			CRE		CRE
			Owner		Non-owner		Land &		Home		Multi-		Residential		Consumer
	Commercial		Occupied		Occupied		Construction		Equity		Family		Mortgages		and Other		Total

	(Dollars in thousands)
Beginning of period balance	$	6,602	$	6,009	$	21,474	$	2,498	$	695	$	2,824	$	5,232	$	156	$	45,490
Charge-offs		(7)		—		—		—		—		—		—		—		(7)
Recoveries		202		4		—		—		26		—		—		200		432
Net recoveries		195		4		—		—		26		—		—		200		425
Provision for (recapture of) credit losses on loans		302		(96)		(416)		(7)		(36)		406		1,077		(224)		1,006
End of period balance	$	7,099	$	5,917	$	21,058	$	2,491	$	685	$	3,230	$	6,309	$	132	$	46,921


	Nine Months Ended September 30, 2023
			CRE		CRE
			Owner		Non-owner		Land &		Home		Multi-		Residential		Consumer
	Commercial		Occupied		Occupied		Construction		Equity		Family		Mortgages		and Other		Total

	(Dollars in thousands)
Beginning of period balance	$	6,617	$	5,751	$	22,135	$	2,941	$	666	$	3,366	$	5,907	$	129	$	47,512
Charge-offs		(605)		—		—		—		(246)		—		—		—		(851)
Recoveries		247		10		—		—		324		—		—		—		581
Net (charge-offs) recoveries		(358)		10		—		—		78		—		—		—		(270)
Provision for (recapture of) credit losses on loans		(654)		(416)		2,784		(197)		(37)		1,348		(2,413)		45		460
End of period balance	$	5,605	$	5,345	$	24,919	$	2,744	$	707	$	4,714	$	3,494	$	174	$	47,702


	Nine Months Ended September 30, 2022
			CRE		CRE
			Owner		Non-owner		Land &		Home		Multi-		Residential		Consumer
	Commercial		Occupied		Occupied		Construction		Equity		Family		Mortgages		and Other		Total

	(Dollars in thousands)
Beginning of period balance	$	8,414	$	7,954	$	17,125	$	1,831	$	864	$	2,796	$	4,132	$	174	$	43,290
Charge-offs		(378)		—		—		—		—		—		—		—		(378)
Recoveries		335		11		—		—		81		—		—		3,324		3,751
Net (charge-offs) recoveries		(43)		11		—		—		81		—		—		3,324		3,373
Provision for (recapture of) credit losses on loans		(1,272)		(2,048)		3,933		660		(260)		434		2,177		(3,366)		258
End of period balance	$	7,099	$	5,917	$	21,058	$	2,491	$	685	$	3,230	$	6,309	$	132	$	46,921

The increase in the allowance for credit losses on loans to $47.7 million at September 30, 2023, compared to $47.5 million December 31, 2022, was primarily attributed to an increase of $123,000 in the reserve for pooled loans, and an increase of $67,000 in specific reserves for individually evaluated loans.

The following table provides a summary of the allocation of the allowance for credit losses on loans by class at the dates indicated. The allocation presented should not be interpreted as an indication that charges to the allowance for credit losses on loans will be incurred in these amounts or proportions, or that the portion of the allowance allocated to each category represents the total amount available for charge-offs that may occur within these classes.

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	September 30,
	2023				2022				December 31, 2022
			Percent				Percent				Percent
			of Loans				of Loans				of Loans
			in each				in each				in each
			category				category				category
			to total				to total				to total
	Allowance		loans		Allowance		loans		Allowance		loans

	(Dollars in thousands)
Commercial	$	5,605	13	%	$	7,099	17	%	$	6,617	16	%
Real estate:
CRE - owner occupied		5,345	18	%		5,917	19	%		5,751	19	%
CRE - non-owner occupied		24,919	37	%		21,058	32	%		22,135	32	%
Land and construction		2,744	5	%		2,491	5	%		2,941	5	%
Home equity		707	4	%		685	3	%		666	4	%
Multifamily		4,714	7	%		3,230	7	%		3,366	7	%
Residential mortgages		3,494	15	%		6,309	16	%		5,907	16	%
Consumer and other		174	1	%		132	1	%		129	1	%
Total	$	47,702	100	%	$	46,921	100	%	$	47,512	100	%

The ACLL totaled $47.7 million, or 1.45% of total loans at September 30, 2023, compared to $46.9 million, or 1.46% of total loans at September 30, 2022, and $47.5 million, or 1.44% of total loans at December 31, 2022. The ACLL was 870% of nonperforming loans at September 30, 2023, compared to 4,529% of nonperforming loans at September 30, 2022, and 1,959% of nonperforming loans at December 31, 2022. The Company had net charge-offs of $269,000, or (0.03%) of average loans, for the third quarter of 2023, compared to net recoveries of ($425,000) or (0.05%) of average loans, for the third quarter of 2022, and net recoveries of ($83,000), or (0.01%) of average loans for the fourth quarter of 2022. The total ACLL is sensitive to the forecasted economic factors management has selected in the calculation of the allowance, among other assumptions and inputs including qualitative factors. A decline in California GDP, an increase in California unemployment rate, declining California home and commercial real estate prices, or a combination of these factors, should be expected to result in a further increase in the ACLL.

The following table shows the drivers of change in ACLL for the first, second, and third quarters of 2023:


	(Dollars in thousands)
ACLL at December 31, 2022	$	47,512
Portfolio changes during the first quarter of 2023		(160)
Qualitative and quantitative changes during the first
quarter of 2023 including changes in economic forecasts		(79)
ACLL at March 31, 2023		47,273
Portfolio changes during the second quarter of 2023		1,652
Qualitative and quantitative changes during the second
quarter of 2023 including changes in economic forecasts		(1,122)
ACLL at June 30, 2023		47,803
Portfolio changes during the third quarter of 2023		(117)
Qualitative and quantitative changes during the third
quarter of 2023 including changes in economic forecasts		16
ACLL at September 30, 2023	$	47,702

Leases

The Company recognizes the following for all leases, at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The Company's lease agreements include options to renew at the Company's discretion. The extensions are not reasonably certain to be exercised, therefore it was not considered in the calculation of the ROU asset and lease liability. Total assets and total liabilities were $32.0 million on its consolidated statement of financial condition at September 30, 2023, as a result of recognizing right-of-use assets, included in other assets, and lease liabilities, included in other liabilities, related to non-cancelable operating lease agreements for office space.

Deposits

The composition and cost of the Company’s deposit base are important components in analyzing the Company’s net interest margin and balance sheet liquidity characteristics, both of which are discussed in greater detail in other

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sections herein. The Company’s liquidity is impacted by the volatility of deposits from the propensity of that money to leave the institution for rate-related or other reasons. Deposits can be adversely affected if economic conditions weaken in California, and the Company’s market area in particular. Potentially, the most volatile deposits in a financial institution are jumbo certificates of deposit, meaning time deposits with balances that equal or exceed $250,000, as customers with balances of that magnitude are typically more rate-sensitive than customers with smaller balances.

The following table summarizes the distribution of deposits and the percentage of distribution in each category of deposits for the periods indicated:


	September 30, 2023				September 30, 2022				December 31, 2022
	Balance		% to Total		Balance		% to Total		Balance		% to Total

	(Dollars in thousands)
Demand, noninterest-bearing	$	1,243,501	27	%	$	1,883,574	40	%	$	1,736,722	40	%
Demand, interest-bearing		1,004,185	22	%		1,154,403	24	%		1,196,427	27	%
Savings and money market		1,110,640	24	%		1,487,400	32	%		1,285,444	29	%
Time deposits — under $250		43,906	1	%		34,728	1	%		32,445	1	%
Time deposits — $250 and over		252,001	6	%		93,263	2	%		108,192	2	%
ICS/CDARS — interest-bearing demand,
money market and time deposits		921,224	20	%		29,897	1	%		30,374	1	%
Total deposits	$	4,575,457	100	%	$	4,683,265	100	%	$	4,389,604	100	%

The Company obtains deposits from a cross-section of the communities it serves. The Company’s business is not generally seasonal in nature. Public funds were less than 1% of deposits at September 30, 2023, September 30, 2022, and December 31, 2022.

Migration of customer deposits resulted in an increase in ICS/CDARS deposits of $891.3 million to $921.2 million at September 30, 2023, compared to $29.9 million at September 30, 2022, and an increase of $890.8 million from $30.4 million at December 31, 2022. Noninterest-bearing demand deposits decreased ($640.1) million, or (34%), to $1.244 billion at September 30, 2023, compared to $1.884 billion at September 30, 2022, and decreased ($493.2) million from $1.737 billion at December 31, 2022, primarily due to clients seeking higher yields and moving noninterest-bearing deposits to the Bank’s interest-bearing and ICS deposits.

The Bank’s uninsured deposits were approximately $2.123 billion, 46% of total deposits, at September 30, 2023, compared to $2.788 billion, or 64% of total deposits at December 31, 2022. The Bank had 24,769 deposits accounts at September 30, 2023, with an average balance of $185,000, compared 23,833 deposit accounts, with an average balance of $184,000, at December 31, 2022. Deposits from the Bank’s top 100 client relationships totaled $2.185 billion, representing 48% of total deposits, with an average account size of $408,000, representing 22% of the total number of accounts at September 30, 2023.

At September 30, 2023, the $921.2 million ICS/CDARS deposits comprised $452.4 million of interest-bearing demand deposits, $305.8 million of money market accounts and $163.0 million of time deposits. At September 30, 2022, the $163.0 million ICS/CDARS deposits comprised $26.0 million of interest-bearing demand deposits, $399,000 of money market accounts and $3.5 million of time deposits. At December 31, 2022, the $30.4 million ICS/CDARS deposits comprised $26.0 million of interest-bearing demand deposits, $1.1 million of money market accounts and $3.3 million of time deposits.

The following table indicates the contractual maturity schedule of the Company’s uninsured time deposits in excess of $250,000 as of September 30, 2023:


	Balance		% of Total

	(Dollars in thousands)
Three months or less	$	124,409	62	%
Over three months through six months		65,526	32	%
Over six months through twelve months		11,534	6	%
Over twelve months		31	0	%
Total	$	201,500	100	%

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The Company focuses primarily on providing and servicing business deposit accounts that are frequently over $250,000 in average balance per account. As a result, certain types of business clients that the Company serves typically carry average deposits in excess of $250,000. The account activity for some account types and client types necessitates appropriate liquidity management practices by the Company to help ensure its ability to fund deposit withdrawals.

Return on Equity and Assets

The following table indicates the ratios for return on average assets and average equity, and average equity to average assets for the periods indicated:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Return on average assets	1.16	%	1.31	%	1.29	%	1.13	%
Return on average tangible assets	1.20	%	1.36	%	1.33	%	1.17	%
Return on average equity	9.54	%	11.72	%	10.54	%	10.12	%
Return on average tangible common equity	13.06	%	16.60	%	14.52	%	14.41	%
Average equity to average assets ratio	12.17	%	11.19	%	12.20	%	11.17	%

Liquidity, Asset/Liability Management and Available Lines of Credit

The Company’s liquidity position supports its ability to maintain cash flows sufficient to fund operations, meet all of its financial obligations and commitments, and accommodate unexpected sudden changes in balances of loans and deposits in a timely manner. At various times the Company requires funds to meet short term cash requirements brought about by loan growth or deposit outflows, the purchase of assets, or repayment of liabilities. An integral part of the Company’s ability to manage its liquidity position appropriately is derived from its large base of core deposits which are generated by offering traditional banking services in its service area and which have historically been a stable source of funds.

The Company manages liquidity to be able to meet unexpected sudden changes in levels of its assets or deposit liabilities without maintaining excessive amounts of balance sheet liquidity. In order to meet short term liquidity needs the Company utilizes overnight Federal funds purchase arrangements and other borrowing arrangements with correspondent banks, solicits brokered deposits if cost effective deposits are not available from local sources, and maintains collateralized lines of credit with the FHLB and FRB.

One of the measures of liquidity is the loan to deposit ratio. The loan to deposit ratio was 71.81% at September 30, 2023, compared to 68.68% at September 30, 2022, and 75.14% at December 31, 2022.

The Company’s total liquidity and borrowing capacity was $3.189 billion, all of which remained available at September 30, 2023. The available liquidity and borrowing capacity was 70% of total deposits and approximately 150% of the Bank’s estimated uninsured deposits of $2.123 billion at September 30, 2023. The Bank increased its credit line availability from the FRB and the FHLB by $1.527 billion to $2.366 billion at September 30, 2023, from $839.5 million at December 31, 2022.

HBC has off-balance sheet liquidity in the form of Federal funds purchase arrangements with correspondent banks, and borrowing arrangements with the FHLB and FRB. HBC can borrow from the FHLB on a short-term (typically overnight) or long-term (over one year) basis. HBC had $1.220 billion of loans and $377.9 million of securities pledged to the FHLB as collateral on an available line of credit of $1.152 billion at September 30, 2023, none of which was outstanding at September 30, 2023 and December 31, 2022.

HBC can also borrow from the FRB’s discount window. HBC had $1.667 billion of loans and securities pledged to the FRB as collateral on an available line of credit of $1.215 billion at September 30, 2023, none of which was outstanding at September 30, 2023 and December 31, 2022.

At September 30, 2023, HBC had Federal funds purchased arrangements available of $80.0 million. There were no Federal funds purchased outstanding at September 30, 2023, September 30, 2022, and December 31, 2022.

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The Company has a $20.0 million line of credit with a correspondent bank, of which none was outstanding at September 30, 2023, September 30, 2022, and December 31, 2022.

Capital Resources

The Company uses a variety of measures to evaluate capital adequacy. Management reviews various capital measurements on a regular basis and takes appropriate action to ensure that such measurements are within established internal and external guidelines. The external guidelines, which are issued by the Federal Reserve and the FDIC, establish a risk adjusted ratio relating capital to different categories of assets and off balance sheet exposures.

On May 11, 2022, the Company completed a private placement offering of $40.0 million aggregate principal amount of its 5.00% fixed-to-floating rate subordinated notes due May 15, 2032 (“Sub Debt due 2032”). The Company used the net proceeds of the Sub Debt due 2032 for general corporate purposes, including the repayment on June 1, 2022 of the Company’s $40.0 million aggregate principal amount of 5.25% fixed-to-floating rate subordinated notes due June 1, 2027 (“Sub Debt due 2027”). The Sub Debt due 2032, net of unamortized issuance costs of $537,000, totaled $39.5 million at September 30, 2023, and qualifies as Tier 2 capital for the Company under the guidelines established by the Federal Reserve Bank

On May 26, 2017, the Company completed an underwritten public offering of $40.0 million aggregate principal amount of its Sub Debt due 2027. The Sub Debt due 2027 had a fixed interest rate of 5.25% per year through June 1, 2022. On June 1, 2022, the Company completed the redemption of all of its outstanding $40.0 million of Sub Debt due 2027, prior to resetting to a floating rate. The Sub Debt due 2027 was redeemed pursuant to the terms of the Subordinated Indenture, as supplemented by the First Supplemental Indenture, each dated as of May 26, 2017, between the Company and Wilmington Trust, National Association, as Trustee, at the redemption price of 100% of its principal amount.

The following table summarizes risk-based capital, risk-weighted assets, and risk-based capital ratios of the consolidated Company under the Basel III requirements for the periods indicated:


	September 30,			September 30,			December 31,
	2023			2022			2022

	(Dollars in thousands)
Capital components:
Common Equity Tier 1 capital	$	504,872		$	459,504		$	475,609
Additional Tier 1 capital		—			—			—
Tier 1 Capital		504,872			459,504			475,609
Tier 2 Capital		82,302			78,568			79,201
Total Capital	$	587,174		$	538,072		$	554,810

Risk-weighted assets	$	3,762,256		$	3,702,514		$	3,747,246
Average assets for capital purposes	$	5,235,816		$	5,287,639		$	5,196,294

Capital ratios:
Total Capital		15.6	%		14.5	%		14.8	%
Tier 1 Capital		13.4	%		12.4	%		12.7	%
Common equity Tier 1 Capital		13.4	%		12.4	%		12.7	%
Tier 1 Leverage(1)		9.6	%		8.7	%		9.2	%

(1)	Tier 1 capital divided by quarterly average assets (excluding intangible assets and disallowed deferred tax assets).

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The following table summarizes risk based capital, risk-weighted assets, and risk-based capital ratios of HBC under the Basel III requirements for the periods indicated:


	September 30,			September 30,			December 31,
	2023			2022			2022

	(Dollars in thousands)
Capital components:
Common Equity Tier 1 capital	$	522,611		$	477,203		$	492,725
Additional Tier 1 capital		—			—			—
Tier 1 Capital		522,611			477,203			492,725
Tier 2 Capital		42,839			39,257			39,851
Total Capital	$	565,450		$	516,460		$	532,576

Risk-weighted assets	$	3,761,812		$	3,700,320		$	3,745,725
Average assets for capital purposes	$	5,235,122		$	5,285,435		$	5,194,802

Capital ratios:
Total Capital		15.0	%		14.0	%		14.2	%
Tier 1 Capital		13.9	%		12.9	%		13.2	%
Common Equity Tier 1 Capital		13.9	%		12.9	%		13.2	%
Tier 1 Leverage(1)		10.0	%		9.0	%		9.5	%

(1)	Tier 1 capital divided by quarterly average assets (excluding intangible assets and disallowed deferred tax assets).

The following table presents the applicable well-capitalized regulatory guidelines and the standards for minimum capital adequacy requirements under Basel III and the regulatory guidelines for a “well–capitalized” financial institution under Prompt Corrective Action (“PCA”):




			Well-capitalized
			Financial
	Minimum		Institution PCA
	Regulatory		Regulatory
	Requirement(1)		Guidelines
Capital ratios:
Total Capital	10.5	%	10.0	%
Tier 1 Capital	8.5	%	8.0	%
Common equity Tier 1 Capital	7.0	%	6.5	%
Tier 1 Leverage	4.0	%	5.0	%

(1)	Includes 2.5% capital conservation buffer, except the leverage capital ratio.

The Basel III capital rules introduced a “capital conservation buffer,” for banking organizations to maintain a common equity Tier 1 ratio more than 2.5% above these minimum risk-weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall.

At September 30, 2023, the Company’s consolidated capital ratio exceeded regulatory guidelines and HBC’s capital ratios exceed the highest regulatory capital requirement of “well-capitalized” under Basel III prompt corrective action provisions. Quantitative measures established by regulation to help ensure capital adequacy require the Company and HBC to maintain minimum amounts and ratios of total risk-based capital, Tier 1 capital, and common equity Tier 1 (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined). Management believes that, as of September 30, 2023, September 30, 2022, and December 31, 2022, the Company and HBC met all capital adequacy guidelines to which they were subject.

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Financial results are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with reference to certain non-GAAP financial measures. Management believes that the presentation of the Company’s and HBC’s non-GAAP tangible common equity to tangible assets ratio provides useful supplemental information to investors as a financial measure commonly used in the banking industry. The following table summarizes components of the tangible common equity to tangible assets ratio of the Company for the periods indicated:


	September 30,			September 30,			December 31,
	2023			2022			2022

	(Dollars in thousands)
Capital components:
Total Equity	$	661,930		$	609,517		$	632,456
Less: Preferred Stock		—			—			—
Total Common Equity		661,930			609,517			632,456
Less: Goodwill		(167,631)			(167,631)			(167,631)
Less: Other Intangible Assets		(9,229)			(11,692)			(11,033)
Total Tangible Common Equity	$	485,070		$	430,194		$	453,792

Asset components:
Total Assets	$	5,403,307		$	5,431,262		$	5,157,580
Less: Goodwill		(167,631)			(167,631)			(167,631)
Less: Other Intangible Assets		(9,229)			(11,692)			(11,033)
Total Tangible Assets	$	5,226,447		$	5,251,939		$	4,978,916

Tangible Common Equity to Tangible Assets		9.28	%		8.19	%		9.11	%

The following table summarizes components of the tangible common equity to tangible assets ratio of HBC for the periods indicated:


	September 30,			September 30,			December 31,
	2023			2022			2022

	(Dollars in thousands)
Capital components:
Total Equity	$	679,644		$	627,191		$	649,545
Less: Preferred Stock		—			—			—
Total Common Equity		679,644			627,191			649,545
Less: Goodwill		(167,631)			(167,631)			(167,631)
Less: Other Intangible Assets		(9,229)			(11,692)			(11,033)
Total Tangible Common Equity	$	502,784		$	447,868		$	470,881

Asset components:
Total Assets	$	5,402,838		$	5,429,042		$	5,157,093
Less: Goodwill		(167,631)			(167,631)			(167,631)
Less: Other Intangible Assets		(9,229)			(11,692)			(11,033)
Total Tangible Assets	$	5,225,978		$	5,249,719		$	4,978,429

Tangible Common Equity to Tangible Assets		9.62	%		8.53	%		9.46	%

At September 30, 2023, the Company had total shareholders’ equity of $661.9 million, compared to $609.5 million at September 30, 2022, and $632.5 million at December 31, 2022. At September 30, 2023, total shareholders’ equity included $505.7 million in common stock, $173.7 million in retained earnings, and ($17.5) million of accumulated other comprehensive loss. The book value per share was $10.83 at September 30, 2023, compared to $10.04 at September 30, 2022, and $10.39 at December 31, 2022. The tangible book value per share was $7.94 at September 30, 2023, compared to $7.09 at September 30, 2022, and $7.46 at December 31, 2022.

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The following table reflects the components of accumulated other comprehensive loss, net of taxes, for the periods indicated:


	September 30,				December 31,
Accumulated Other Comprehensive Loss	2023		2022		2022

	(Dollars in thousands)
Unrealized loss on securities available-for-sale	$	(11,985)	$	(12,398)	$	(11,506)
Split dollar insurance contracts liability		(3,234)		(5,511)		(3,091)
Supplemental executive retirement plan liability		(2,343)		(7,428)		(2,371)
Unrealized gain on interest-only strip from SBA loans		93		125		112
Total accumulated other comprehensive loss	$	(17,469)	$	(25,212)	$	(16,856)

Market Risk

Market risk is the risk of loss of future earnings, fair values, or future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributed to all market risk sensitive financial instruments, including securities, loans, deposits and borrowings, as well as the Company’s role as a financial intermediary in customer-related transactions. The objective of market risk management is to avoid excessive exposure of the Company’s earnings and equity to loss and to reduce the volatility inherent in certain financial instruments. The Company’s exposure to market risk is reviewed on a regular basis by the Management’s Asset/Liability Committee and the Director’s Finance and Investment Committee.

Interest Rate Management

The Company’s market risk exposure is primarily that of interest rate risk, and it has established policies and procedures to monitor and limit earnings and balance sheet exposure to changes in interest rates. The Company does not engage in the trading of financial instruments, nor does the Company have exposure to currency exchange rates.

The principal objective of interest rate risk management (often referred to as “asset/liability management”) is to manage the financial components of the Company in a manner that will optimize the risk/reward equation for earnings and capital in relation to changing interest rates. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income. Management realizes certain risks are inherent, and that the goal is to identify and manage the risks. Management uses two methodologies to manage interest rate risk: (i) a standard GAP analysis; and (ii) an interest rate shock simulation model.

The planning of asset and liability maturities is an integral part of the management of an institution’s net interest margin. To the extent maturities of assets and liabilities do not match in a changing interest rate environment, the net interest margin may change over time. Even with perfectly matched repricing of assets and liabilities, risks remain in the form of prepayment of loans or securities or in the form of delays in the adjustment of rates of interest applying to either earning assets with floating rates or to interest-bearing liabilities.

Interest rate changes do not affect all categories of assets and liabilities equally or at the same time. Varying interest rate environments can create unexpected changes in prepayment levels of assets and liabilities, which may have a significant effect on the net interest margin and are not reflected in the interest sensitivity analysis table. Because of these factors, an interest sensitivity GAP report may not provide a complete assessment of the exposure to changes in interest rates.

The Company uses modeling software for asset/liability management in order to simulate the effects of potential interest rate changes on the Company’s net interest margin, and to calculate the estimated fair values of the Company’s financial instruments under different interest rate scenarios. The program imports current balances, interest rates, maturity dates and repricing information for individual financial instruments, and incorporates assumptions on the characteristics of embedded options along with pricing and duration for new volumes to project the effects of a given interest rate change on the Company’s interest income and interest expense. Rate scenarios consisting of key rate and yield curve projections are run against the Company’s investment, loan, deposit and borrowed funds’ portfolios. These rate projections can be shocked (an immediate and parallel change in all base rates, up or down) and ramped (an incremental increase or decrease

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in rates over a specified time period), based on current trends and econometric models or stable economic conditions (unchanged from current actual levels). Critical assumptions in the Company’s interest rate risk model, like deposit beta assumptions, are reviewed and updated regularly to reflect current market conditions. The deposit beta assumptions were reviewed and increased as of March 31, 2023 for the upward shock scenarios.

The following table sets forth the estimated changes in the Company’s annual net interest income that would result from an instantaneous shift in interest rates from the base rate as of September 30, 2023:


	Increase/(Decrease) in
	Estimated Net
	Interest Income(1)
	Amount		Percent

	(Dollars in thousands)
Change in Interest Rates (basis points)
+400	$	15,507	7.7	%
+300	$	11,594	5.8	%
+200	$	7,702	3.8	%
+100	$	3,844	1.9	%
0		—	—
−100	$	(4,725)	(2.3)	%
−200	$	(13,249)	(6.6)	%
−300	$	(26,427)	(13.1)	%
−400	$	(43,348)	(21.6)	%

(1)

Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results. These projections are forward-looking and should be considered in light of the Cautionary Note on Forward-Looking Statements on page 3. Actual rates paid on deposits may differ from the hypothetical interest rates modeled due to competitive or market factors, which could reduce any actual impact on net interest income.

As with any method of gauging interest rate risk, there are certain shortcomings inherent to the methodology noted above. The model assumes interest rate changes are instantaneous parallel shifts in the yield curve. In reality, rate changes are rarely instantaneous. The use of the simplifying assumption that short-term and long-term rates change by the same degree may also misstate historic rate patterns, which rarely show parallel yield curve shifts. Further, the model assumes that certain assets and liabilities of similar maturity or period to repricing will react in the same way to changes in rates. In reality, certain types of financial instruments may react in advance of changes in market rates, while the reaction of other types of financial instruments may lag behind the change in general market rates. Additionally, the methodology noted above does not reflect the full impact of annual and lifetime restrictions on changes in rates for certain assets, such as adjustable rate loans. When interest rates change, actual loan prepayments and actual early withdrawals from certificates may deviate significantly from the assumptions used in the model. Finally, this methodology does not measure or reflect the impact that higher rates may have on adjustable-rate loan clients’ ability to service their debt. All of these factors are considered in monitoring the Company’s exposure to interest rate risk.

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ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information concerning quantitative and qualitative disclosure or market risk called for by Item 305 of Regulation S-K is included as part of Item 2 above.

ITEM 4—CONTROLS AND PROCEDURES

Disclosure Control and Procedures

The Company has carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2023. As defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported on a timely basis. Disclosure controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded the Company’s disclosure controls were effective at September 30, 2023, the period covered by this report on Form 10-Q.

During the three and nine months ended September 30, 2023, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Part II—OTHER INFORMATION

ITEM 1—LEGAL PROCEEDINGS

We evaluate all claims and lawsuits with respect to their potential merits, our potential defenses and counterclaims, settlement or litigation potential and the expected effect on us. The outcome of any claims or litigation, regardless of the merits, is inherently uncertain. Any claims and other lawsuits, and the disposition of such claims and lawsuits, whether through settlement or litigation, could be time-consuming and expensive to resolve, divert our attention from executing our business plan, result in efforts to enjoin our activities, and lead to attempts by third parties to seek similar claims.

For more information regarding legal proceedings, see Note 13 “Commitments and Loss Contingencies” to the consolidated financial statements.

ITEM 1A—RISK FACTORS

The following discussion supplements the discussion of risk factors affecting us as set forth in Part I, Item 1A. Risk Factors, on pages 26-50, of our 2022 Annual Report on Form 10-K. The discussion of risk factors, as so supplemented, provides a description of some of the important risk factors that could affect our actual results and could cause our results to vary materially from those expressed in public statements or documents. However, other factors besides those included in the discussion of risk factors, as so supplemented, or discussed elsewhere in other of our reports filed with or furnished to the SEC could affect our business or results.

Increasing challenges in credit markets and the effects on our current and future borrowers may have an adverse impact on our loan portfolio and may result in losses or increasing provision expense.

In late 2021 and early 2022, partially as a response to inflation in the U.S. and global economies, the Federal Reserve Board began tightening a years-long series of economic stimulus measures that had included historically low interest rates. As those measures were reversed, the Federal Reserve Open Markets committee increased benchmark interest rates from near zero to more than five percent in less than two years. These increases have had a variety of significant impacts, among them a substantial and rapid increase in the interest paid on variable-rate loans. These effects have included a significant reduction in borrowing on existing lines of credit by corporate and individual customers that have the ability to limit increasing indebtedness, and a reduction in the volume of new loans (each of which has the effect

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of reducing our interest-earning assets), as well as an increase in delinquencies and classified loans (which requires us to increase our reserves for loan and leases losses and increases our collection costs). These increases also effectively reduce demand for loans that we would typically originate and hold for resale, thus reducing our noninterest income. If interest rates increase further, or if they remain at relatively elevated levels for prolonged periods, our borrowers may experience increasing difficulty in repaying their loans.

Increasing delinquencies has resulted in our allowance for credit losses on loans decreasing as a percentage of nonperforming loans, from 4,529% as of September 30, 2022, to 870% as of September 30, 2023. If these trends continue, or if economic conditions affecting our borrowers worsen, we may be forced to increase our provision expense, which would result in a reduction in net income for the corresponding period, or in some cases we may experience losses in excess of established reserves, which would have a similar effect. These outcomes, alone or in combination with other factors, may have a material adverse effect on our results of operations.

We may experience impairment of certain intangible assets, which would have the effect of reducing our reported net income for the related period.

When the Company acquires another institution, we record an intangible asset based on the difference between the purchase price and the fair value of the assets of the acquired business. As of September 30, 2023, we carried on our balance sheet an asset relating to goodwill of acquired businesses valued at $167.6 million. This asset represents a portion of the Company’s total assets, but it does not affect tangible assets or tangible stockholders’ equity, nor is it eligible for consideration as Tier 1 regulatory capital. Applicable accounting standards require that intangibles such as goodwill be tested at least annually to assess whether, and to what extent, the carrying value of the goodwill associated with an acquired business exceeds the “fair value” measured according to specified valuation models. During periods of declining financial performance, market conditions often require a charge to a company’s financial statements to reflect any decline in the fair value of those intangible assets. If our impairment testing were to result in a discovery that the goodwill associated with businesses the Company has previously acquired, is carried at a value higher than the measured fair value of that asset, we would be required to take a noncash charge against earnings to reflect an appropriate adjustment.

Similarly, our balance sheet at September 30, 2023, reflects a deferred tax asset having a value of $30.6 million. That asset reflects the present value of the Company’s ability to use certain tax credits and other tax benefits to offset taxable income (or taxes due thereon) recognized in future periods. The value of the Company’s deferred tax asset reflects certain assumptions, including among other things the expectation that the Company will recognize taxable income in amounts and at times in the future sufficient to result in the application of the offsetting benefits. To the extent a company’s forecasts, or a change in circumstances, reduce the likelihood that deferred tax assets can be used to the company’s benefit in future periods, the company is required to recognize an impairment charge to reflect the downward adjustment in the carrying value of those assets. As with goodwill, deferred tax assets are not included in tangible common equity or in tangible assets, nor do they affect regulatory capital measurements. However, any reduction in the carrying value of the Company’s deferred tax assets would be reflected as a noncash charge against earnings, which would reduce reported earnings for the relevant period.

Adverse developments affecting the banking industry, and resulting media coverage, have eroded customer confidence in the banking system and could have a material effect on the Company’s operations and/or stock price.

The recent high-profile bank failures of Silicon Valley Bank, Signature Bank and First Republic have generated significant market volatility among publicly traded bank holding companies. These market developments have negatively impacted customer confidence in the safety and soundness in the financial services industry. While negative publicity and public opinion appear to have diminished in recent months, we cannot offer assurances that the underlying risks have ameliorated or that adverse media stories, other bank failures, or geopolitical or market conditions will not exacerbate or continue these conditions. Partly as a result of these conditions, some community and regional bank depositors have chosen to place their deposits with larger financial institutions or to invest in higher yielding short-term fixed income securities, all of which have adversely affected, and may continue to materially adversely impact our liquidity, cost of funding, loan funding capacity, net interest margin, capital, and results of operations. In connection with high-profile bank failures, uncertainty and concern has been, and may be in the future, compounded by advances in technology that increase the speed at which deposits can be moved, as well as the speed and reach of media attention, including social media, and its ability to disseminate concerns or rumors, in each case potentially exacerbating liquidity concerns. Further, measures announced by the Department of the Treasury, the Federal Reserve, and the Federal Deposit Insurance Corporation

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(“FDIC”) intended to reassure depositors of to the availability of their deposits may not be successful in restoring customer confidence in the banking system.

In addition, the banking operating environment and public trading prices of banking institutions can be highly correlated, in particular during times of stress, which could adversely impact the trading prices of our common stock. Further, recent experience has shown that the effects of these events on bank stock prices can cause a much more pronounced and widespread decline in trading values than might be expected based on an individual institution’s specific risk profile.

These recent events may also result in potentially adverse changes to laws or regulations governing banks and bank holding companies or result in the impositions of restrictions through supervisory or enforcement activities, including higher capital requirements, which could have a material impact on our business. The cost of resolving the recent bank failures may prompt the FDIC to increase its premiums above the recently increased levels or to issue additional special assessments.

Rising interest rates have decreased the value of a portion of the Company’s securities portfolio, and the Company would realize losses if it were required to sell such securities to meet liquidity needs.

As a result of inflationary pressures and other general economic conditions, Federal Open Market Committee of the Board of Governors of the Federal Reserve System has rapidly and significantly increased interest rates over the last year. When interest rates increase, fixed-rate investment securities and loans held for sale tend to decline in value, because investors can often place funds in higher-yielding instruments rather than purchasing debt securities that have a yield that is lower than those earning at a newly-increased market interest rate. This sequence of events has caused a decline, and may cause a further decline, in the fair value of our securities classified as available-for-sale, resulting in both a charge against earnings to reflect the adverse impacts on securities and loans held for sale, and in unrealized losses affecting our loans and securities held to maturity. These trends can be exacerbated if the Company were required to sell such securities to meet liquidity needs, including in the event of deposit outflows or slower deposit growth.

The loss of our deposit clients or a substantial reduction in deposit balances could force us to fund our business with more expensive and less stable funding sources.

The composition of our deposit base, and particularly the extent to which our deposits are not federally insured, may present a heightened risk of withdrawal, particularly during periods of economic uncertainty. Our measures to mitigate the risks, including correspondent deposit relationships, may not be completely effective in reassuring customers about the safety of their deposits. Further, significant economic fluctuations, or customers’ expectations about such events (whether or not those expectations materialize) may exacerbate depositors’ sensitivity to the availability of cash to fund immediate withdrawals. If our depositors were to experience such conditions, the resulting demand for withdrawals may materially decrease the volume of our deposits, thus adversely impacting our liquidity. This risk is particularly significant if the FDIC or other federal banking regulators were to withdraw or revise recently announced policies assuring the availability of both insured and uninsured deposits. A reduction in liquidity, particularly if it were to occur rapidly or at excessive levels, would have a material adverse effect upon our financial condition or results of operations, and on the trading price of our common stock.

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ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3—DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4—MINE SAFETY DISCLOSURES

None

ITEM 5—OTHER INFORMATION

None

ITEM 6—EXHIBITS


Exhibit		Description
3.1		Heritage Commerce Corp Restated Articles of Incorporation, (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2009).
3.2		Certificate of Amendment of Articles of Incorporation of Heritage Commerce Corp as filed with the California Secretary of State on June 1, 2010 (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 filed July 23, 2010).
3.3		Certificate of Amendment of Articles of Incorporation of Heritage Commerce Corp as filed with the California Secretary of State on August 29, 2019 (incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2019).
3.4		Heritage Commerce Corp Bylaws, as amended (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 28, 2013).
31.1		Certification of Registrant’s Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Registrant’s Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Registrant’s Chief Executive Officer Pursuant To 18 U.S.C. Section 1350.*
32.2		Certification of Registrant’s Chief Financial Officer Pursuant To 18 U.S.C. Section 1350.*
101.INS		Inline XBRL Instance Document Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase.
104.		The cover page from Heritage Commerce Corp's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL. *Furnished and not filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Heritage Commerce Corp (Registrant)

Date: November 3, 2023	/s/ Robertson clay jones
	Robertson Clay Jones
	Chief Executive Officer

Date: November 3, 2023	/s/ Lawrence D. mcgovern
	Lawrence D. McGovern
	Chief Financial Officer