OP Bancorp - Quarter Report: 2023 September (Form 10-Q)

two 1531

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


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

For the transition period from ________ to ________

Commission File Number: 001-38437

OP BANCORP

(Exact Name of Registrant as Specified in its Charter)


California						81-3114676
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
1000 Wilshire Blvd., Suite 500, Los Angeles, CA						90017
(Address of principal executive offices)						(Zip Code)

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

OPBK

NASDAQ Global Market

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

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

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


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

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

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

The number of shares outstanding of the Registrant’s Common Stock as of November 6, 2023 was 14,999,203.

Table of Contents


	Cautionary Note Regarding Forward-Looking Statements	1
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited).	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Changes in Shareholders’ Equity	6
	Consolidated Statements of Cash Flows	8
	Notes to Unaudited Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	59
Item 4.	Controls and Procedures.	60
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	62
Item 1A.	Risk Factors.	62
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	64
Item 3.	Defaults Upon Senior Securities	64
Item 4.	Mine Safety Disclosures.	64
Item 5.	Other Information.	64
Item 6.	Exhibits.	65
	SIGNATURES	66

Introduction

This Quarterly Report on Form 10-Q is filed by OP Bancorp, a California corporation and a registered bank holding company (“Company”) with respect to its financial condition, results of operations, and business as of September 30, 2023. The Company’s primary business operations are conducted through its wholly owned subsidiary, Open Bank, a California chartered commercial bank (“Bank”), and unless the context requires otherwise, statements about the Company generally are intended to describe the consolidated operations of the Company and the Bank.

Cautionary Note Regarding Forward-Looking Statements

Certain matters set forth herein (including any exhibits hereto) constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Rule 175 promulgated thereunder, Section 21E of the Securities Exchange Act of 1934, as amended, and 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 that are not statements of historical fact are forward-looking, but such statements include comments about the Company’s current business plans and expectations regarding future operating results, as well as management’s statements about expected future events and economic developments. All such statements reflect the current intentions, beliefs and expectations of the Company’s executive management based on currently available information and current and expected market conditions. Forward-looking statements can sometimes be identified by the use of forward-looking language, such as “likely result in,” “expects,” “anticipates,” “estimates,” “forecasts,” “projects,” “intends to,” or may include other similar words or phrases, such as “believes,” “plans,” “trend,” “objective,” “continues,” “remains,” or similar expressions, or future or conditional verbs, such as “will,” “would,” “should,” “could,” “may,” “might,” “can,” or similar verbs.

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

•our ability to meet our liquidity needs, particularly as those obligations relate to the ability to fund deposit withdrawals and undrawn lines of credit;

•the effect of recent bank failures, particularly with the impacts of such events on customer confidence in the Bank and in the banking system generally, and the further impacts of the current market uncertainties on the value of our common stock; interest rate fluctuations, which could have an adverse effect on our profitability;

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

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

•management's ability to assess and accurately estimate the risk of losses in our credit portfolio and to establish and maintain adequate reserves to offset those risks;

• economic, market and political factors that affect our borrowers’ ability to repay and timely to perform their obligations under their borrowing obligations;

• geopolitical factors inside and outside the United States, including war and regional hostilities, acts of terrorism, civil unrest, riots, and demonstrations;

•government, quasi-governmental and extra-governmental actions in response to significant economic, political or social events, such as disease outbreaks, domestic or international terrorism, or war or other hostilities, as such government actions restrict our ability to conduct business or that have the effect of reducing our customers’ ability to maintain compliance with their borrowing obligations or that affect their need for deposit liquidity or increased borrowing capacity;

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

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

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

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

•liquidity, earnings and other factors that impact the Bank’s ability to continue paying dividends to the Company, which would restrict the Company's ability to meet its operating capital needs;

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

•the effectiveness and operation of the internal controls we maintain to address the risks inherent to the business of banking, including but not limited to our ability to detect promptly any physical security breach, employee misfeasance or malfeasance, data security violation, disclosure controls and procedures, or internal control over financial reporting;

•inaccuracies in our assumptions about future events, which could result in material differences between our financial projections and actual financial performance, or which could call into question the adequacy of our reserves for loan and lease losses or various other estimates in our financial statements;

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

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

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

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

•risks related to potential acquisitions;

•the effects of natural disasters, such as earthquakes, drought, pandemic diseases (such as the coronavirus) or extreme weather events, any of which may affect services we use or affect our customers, employees or third parties with which we conduct business;

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

•compliance with governmental and regulatory requirements relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with commercial mortgage origination, sale and servicing operations;

•changes in federal tax law or policy; and

•our ability to manage and respond to changes in the foregoing.

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

OP BANCORP AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS



($ in thousands)	September 30, 2023 (unaudited)		December 31, 2022
ASSETS
Cash and cash equivalents	$	105,740	$	82,972
Available-for-sale debt securities, at fair value	191,313		209,809
Other investments	16,100		12,098
Loans held for sale	—		44,335
Loans receivable, net of allowance for credit losses of $21,617 in 2023 and $19,241 in 2022	1,737,908		1,659,051
Premises and equipment, net	5,378		4,400
Accrued interest receivable	7,996		7,180
Servicing assets	11,931		12,759
Company owned life insurance	22,071		21,613
Deferred tax assets, net	15,061		14,316
Operating right-of-use assets	8,993		9,097
Other assets	20,184		16,867
Total assets	$	2,142,675	$	2,094,497
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits:
Noninterest-bearing	$	605,509	$	701,584
Interest-bearing:
Money market and others	348,869		526,321
Time deposits greater than $250	420,162		356,197
Other time deposits	450,631		301,669
Total deposits	1,825,171		1,885,771
Federal Home Loan Bank advances	95,000		—
Accrued interest payable	13,552		2,771
Operating lease liabilities	9,926		10,213
Other liabilities	14,719		18,826
Total liabilities	1,958,368		1,917,581
Shareholders’ equity
Preferred stock no par value; 10,000,000 shares authorized; no shares issued or outstanding in 2023 and 2022	—		—
Common stock – no par value; 50,000,000 shares authorized; 15,149,203 and 15,270,344 shares issued and outstanding in 2023 and 2022, respectively	77,632		79,326
Additional paid-in capital	10,606		9,743
Retained earnings	117,483		105,690
Accumulated other comprehensive loss	(21,414)		(17,843)
Total shareholders’ equity	184,307		176,916
Total liabilities and shareholders' equity	$	2,142,675	$	2,094,497

See accompanying notes to unaudited consolidated financial statements

OP BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (unaudited)



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands, except per share data)	2023		2022		2023		2022
INTEREST INCOME
Interest and fees on loans	$	28,250	$	21,780	$	81,549	$	58,145
Interest on available-for-sale debt securities	1,519		881		4,647		2,114
Other interest income	1,417		573		3,686		1,067
Total interest income	31,186		23,234		89,882		61,326
Interest expense
Interest on deposits	13,006		2,890		35,308		4,613
Interest on borrowings	867		—		2,117		—
Total interest expense	13,873		2,890		37,425		4,613
Net interest income	17,313		20,344		52,457		56,713
Provision for credit losses	1,359		662		1,021		1,999
Net interest income after provision for credit losses	15,954		19,682		51,436		54,714
NONINTEREST INCOME
Service charges on deposits	575		454		1,566		1,269
Loan servicing fees, net of amortization	468		610		1,909		1,711
Gain on sale of loans	1,179		3,490		5,847		10,601
Other income	379		267		1,179		815
Total noninterest income	2,601		4,821		10,501		14,396
NONINTEREST EXPENSE
Salaries and employee benefits	7,014		7,343		21,947		20,109
Occupancy and equipment	1,706		1,537		4,874		4,404
Data processing and communication	369		586		1,465		1,571
Professional fees	440		602		1,180		1,290
FDIC insurance and regulatory assessments	333		238		1,220		637
Promotion and advertising	207		177		528		531
Directors’ fees	164		170		535		537
Foundation donation and other contributions	529		875		1,876		2,542
Other expenses	773		810		2,118		1,882
Total noninterest expense	11,535		12,338		35,743		33,503
INCOME BEFORE INCOME TAX EXPENSE	7,020		12,165		26,194		35,607
Income tax expense	1,899		3,515		7,448		10,325
NET INCOME	$	5,121	$	8,650	$	18,746	$	25,282
EARNINGS PER SHARE - BASIC	$	0.33	$	0.56	$	1.21	$	1.63
EARNINGS PER SHARE - DILUTED	$	0.33	$	0.55	$	1.21	$	1.62

See accompanying notes to unaudited consolidated financial statements

OP BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Net income	$	5,121	$	8,650	$	18,746	$	25,282
Other comprehensive loss
Change in unrealized loss on available-for-sale debt securities	(4,608)		(9,404)		(5,069)		(23,285)
Tax effect	1,362		2,780		1,498		6,884
Total other comprehensive loss	(3,246)		(6,624)		(3,571)		(16,401)
Comprehensive income	$	1,875	$	2,026	$	15,175	$	8,881

See accompanying notes to unaudited consolidated financial statements

OP BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)



($ in thousands, except per share data)	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
	Shares Outstanding	Amount
Three Months Ended

Balance at July 1, 2023	15,118,268	$	77,464	$	10,297	$	114,177	$	(18,168)	$	183,770

Net income	—	—		—		5,121		—		5,121
Other comprehensive loss	—	—		—		—		(3,246)		(3,246)
Stock issued under stock-based compensation plans, net of forfeitures	30,935	168		(14)		—		—		154
Stock-based compensation, net	—	—		323		—		—		323

Cash dividends declared ($0.12 per share)	—	—		—		(1,815)		—		(1,815)
Balance at September 30, 2023	15,149,203	$	77,632	$	10,606	$	117,483	$	(21,414)	$	184,307

Balance at July 1, 2022	15,189,203	$	78,718	$	9,089	$	92,659	$	(10,974)	$	169,492
Net income	—	—		—		8,650		—		8,650
Other comprehensive loss	—	—		—		—		(6,624)		(6,624)
Stock issued under stock-based compensation plans, net of forfeitures	10,637	64		—		—		—		64
Stock-based compensation, net	—	—		335		—		—		335
Cash dividends declared ($0.12 per share)	—	—		—		(1,822)		—		(1,822)
Balance at September 30, 2022	15,199,840	$	78,782	$	9,424	$	99,487	$	(17,598)	$	170,095

Nine Months Ended

Balance at January 1, 2023	15,270,344	$	79,326	$	9,743	$	105,690	$	(17,843)	$	176,916
Cumulative effect related to adoption of ASC 326, net of tax	—	—		—		(1,484)		—		(1,484)
Adjusted balance at January 1, 2023	15,270,344	79,326		9,743		104,206		(17,843)		175,432
Net income	—	—		—		18,746		—		18,746
Other comprehensive loss	—	—		—		—		(3,571)		(3,571)
Stock issued under stock-based compensation plans, net of forfeitures	177,343	888		(98)		—		—		790
Stock-based compensation, net	—	—		961		—		—		961


Repurchase of common stock	(298,484)	(2,582)		—		—		—		(2,582)
Cash dividends declared ($0.36 per share)	—	—		—		(5,469)		—		(5,469)
Balance at September 30, 2023	15,149,203	77,632		10,606		117,483		(21,414)		$	184,307

Balance at January 1, 2022	15,137,808	$	78,718	$	8,645	$	79,056	$	(1,197)	$	165,222
Net income	—	—		—		25,282		—		25,282
Other comprehensive loss	—	—		—		—		(16,401)		(16,401)
Stock issued under stock-based compensation plans, net of forfeitures	62,032	64		(79)		—		—		(15)
Stock-based compensation, net	—	—		858		—		—		858
Cash dividends declared ($0.32 per share)	—	—		—		(4,851)		—		(4,851)
Balance at September 30, 2022	15,199,840	78,782		9,424		99,487		(17,598)		$	170,095

See accompanying notes to unaudited consolidated financial statements

OP BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)



	Nine Months Ended September 30,
($ in thousands)	2023		2022
Cash flows from operating activities
Net income	$	18,746	$	25,282
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Provision for credit losses	1,021		1,999
Depreciation and amortization of premises and equipment	975		1,020
Amortization of net premiums on securities	187		546
Amortization of servicing assets	3,302		3,512
Accretion of net discounts on loans	(2,199)		(3,972)
Amortization of low income housing partnerships	1,084		584
Stock-based compensation	961		858
Deferred income taxes	753		(2,003)
Gain on sale of loans	(5,847)		(10,601)

Earnings on company owned life insurance	(458)		(330)
Net change in fair value of equity investment with readily determinable fair value	106		438
Origination of loans held for sale	(64,362)		(86,033)
Proceeds from sales of loans held for sale	112,070		161,287
Net change in:
Accrued interest receivable	(816)		(1,072)
Other assets	(2,929)		(11,068)
Accrued interest payable	10,781		541
Other liabilities	(4,200)		(229)
Net cash provided by operating activities	69,175		80,759
Cash flows from investing activities
Net change in loans receivable	(57,247)		(127,999)
Proceeds from matured, called, or paid-down securities available for sale	18,887		26,194
Purchase of company owned life insurance	—		(10,000)
Purchase of loans	(21,916)		(175,753)
Purchase of available-for-sale debt securities	(5,647)		(86,019)
Purchase of equity investments	(63)		—
Purchase of Federal Home Loan Bank stock	(4,044)		(1,477)
Purchase of premises and equipment, net	(1,953)		(1,048)
Investment in low income housing partnerships	(1,563)		(714)
Net cash used in investing activities	(73,546)		(376,816)
Cash flows from financing activities
Net change in deposits	(60,600)		282,745
Cash received from stock option exercises	888		64
Proceeds from Federal Home Loan Bank advances	95,000		10,000

Repurchase of common stock	(2,582)		—
Cash dividend paid on common stock	(5,469)		(4,851)
Payments related to tax-withholding for vested restricted stock awards	(98)		(79)
Net cash provided by financing activities	27,139		287,879
Net change in cash and cash equivalents	22,768		(8,178)
Cash and cash equivalents at beginning of period	82,972		115,459


Cash and cash equivalents at end of period	$	105,740	$	107,281
Supplemental cash flow information:
Cash paid during the period for
Income taxes	$	8,377	$	10,557
Interest	26,644		5,890
Supplemental non-cash disclosure:
Initial recognition of right-of-use assets	$	1,369	$	—

See accompanying notes to unaudited consolidated financial statements

OP BANCORP AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Business and Basis of Presentation

OP Bancorp is a California corporation that was formed to acquire 100% of the voting equity of Open Bank (the “Bank”) and commenced operation as a bank holding company on June 1, 2016. This transaction was treated as an internal reorganization as all shareholders of the Bank became shareholders of OP Bancorp. OP Bancorp has no operations other than ownership of the Bank. The Bank is a California state-chartered and FDIC-insured financial institution, which began its operations on June 10, 2005. Headquartered in downtown Los Angeles, California, OP Bancorp operates primarily in the traditional banking business arena that includes accepting deposits and making loans and investments. OP Bancorp’s primary deposit products are demand and time deposits, and the primary lending products are commercial business loans to small to medium sized businesses. OP Bank opened its eleventh full service branch in Las Vegas, Nevada during the third quarter of 2023.

The accompanying unaudited Consolidated Financial Statements and notes thereto of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for Form 10-Q and conform to practices within the banking industry and include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. The accompanying unaudited Consolidated Financial Statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair presentation of the financial results for the interim periods presented, including eliminating intercompany transactions and balances. Certain items on the Consolidated Financial Statements and notes for prior years have been reclassified to conform to the 2023 presentation. The results of operations for the interim periods are not necessarily indicative of the results for the full year. These interim unaudited financial statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report on Form 10-K”). Descriptions of our significant accounting policies are included in Note 1. Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in the 2022 Annual Report on Form 10-K.

New Accounting Pronouncements Adopted

Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The Company adopted ASU 2016-13 using a modified retrospective approach on January 1, 2023 without electing the fair value option on eligible financial instruments under ASU 2019-05. The Company replaced the current incurred loss accounting model with the Current Expected Credit Losses ("CECL") approach for financial instruments measured at amortized cost and other commitments to extend credit. CECL requires the immediate recognition of estimated credit losses expected to occur over the estimated remaining life of the asset. The forward-looking concept of CECL requires loss estimates to consider historical experience, current conditions and reasonable and supportable forecasts.

The adoption of this ASU increased the allowance for credit losses by $1.9 million and allowance for off-balance sheet commitments by $184 thousand. The Company also recorded a deferred tax assets of $624 thousand and a decrease to opening retained earnings of $1.5 million on January 1, 2023. The increase to allowance for credit losses was primarily longer duration of home mortgage loans, offset primarily by shorter duration of commercial and industrial ("C&I") loans. The Company did not record an allowance for credit losses on the Company’s available-for-sale debt securities as a result of this adoption. Disclosures for periods after January 1, 2023 are presented in accordance with ASC 326 while prior period amounts continue to be reported in accordance with previously applicable standards and the accounting policies.

The following table illustrates the impact of ASU 2016-13:



	January 1, 2023, Adoption Date
($ in thousands)	As Reported		Pre-ASU 2016-13		Impact
Assets:
Loans:
Commercial real estate	$	7,826	$	6,951	$	875
SBA—real estate	1,369		1,607		(238)
SBA—non-real estate	65		207		(142)
C&I	1,323		1,643		(320)
Home mortgage	10,579		8,826		1,753
Consumer	3		7		(4)
Allowance for credit losses on loans	$	21,165	$	19,241	$	1,924
Liabilities:
Allowance for credit losses on off-balance sheet commitments	$	446	$	262	$	184

FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. ("ASU 2022-02"). ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings in Accounting Standards Codification (“ASC”) Subtopic 310-40, Receivables - Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, ASU 2022-02 requires entities to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC Subtopic 326-20, Financial Instruments - Credit Losses - Measured at Amortized Cost. The Company adopted ASU 2022-02 on January 1, 2023, and the adoption of ASU 2022-02 did not have a significant impact on its consolidated financial statements.

Recently Issued Accounting Pronouncements under Evaluation

In March 2023, the FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. This ASU permits reporting entities to elect to account for tax equity investments, regardless of the tax credit program for which the income tax credits are received, using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the income tax credits and other income tax benefits received and recognizes the net amortization and income tax credits and other income tax benefits in the income statement as a component of income tax expense. A reporting entity makes an accounting policy election to apply the proportional amortization method on a tax-credit-program-by-tax-credit-program basis rather than electing to apply the proportional amortization method at the reporting entity level or to individual investments. This ASU also requires specific disclosures of investments that generate income tax credits and other income tax benefits from a tax credit program for which the entity has elected to apply the proportional amortization method. The updated guidance is effective for fiscal years beginning after December 15, 2023. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and the adoption is not expected to have a significant impact on the consolidated financial statements.

Note 2. Securities

The following table summarizes the amortized cost, the corresponding amounts of gross unrealized gains and losses, and estimated fair value of available-for-sale ("AFS") debt securities as of September 30, 2023 and December 31, 2022:



	September 30, 2023
($ in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
U.S. Government agencies or sponsored agency securities:
Residential mortgage-backed securities	$	49,819	$	—	$	(6,458)	$	43,361
Residential collateralized mortgage obligations	166,195		—		(23,324)		142,871
Municipal securities - tax exempt	5,701		—		(620)		5,081
Total AFS debt securities	$	221,715	$	—	$	(30,402)	$	191,313



	December 31, 2022
($ in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
U.S. Government agencies or sponsored agency securities:
Residential mortgage-backed securities	$	55,189	$	—	$	(5,425)	$	49,764
Residential collateralized mortgage obligations	179,953		1		(19,909)		160,045
Total AFS debt securities	$	235,142	$	1	$	(25,334)	$	209,809

There were no sales of AFS debt securities during the three and nine months ended September 30, 2023 and 2022.

The amortized cost and estimated fair value of AFS debt securities as of September 30, 2023, by contractual maturity, are shown below:



($ in thousands)	Amortized Cost		Fair Value
After one year through five years	$	1,506	$	1,433
After five years through ten years	3,551		3,155
After ten years	216,658		186,725
Total AFS debt securities	$	221,715	$	191,313

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. As of September 30, 2023 and December 31, 2022, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of shareholders’ equity.

The following table presents the fair value and the associated gross unrealized losses on AFS debt securities by length of time those individual securities in each category have been in a continuous loss as of September 30, 2023 and December 31, 2022:



	September 30, 2023
	Less Than 12 Months				12 Months or Longer				Total
($ in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
U.S. Government agencies or sponsored agency securities:
Residential mortgage-backed securities	$	6,443	$	(289)	$	36,918	$	(6,169)	$	43,361	$	(6,458)
Residential collateralized mortgage obligations	45,025		(1,425)		97,846		(21,899)		142,871		(23,324)
Municipal securities - tax exempt	5,081		(620)		—		—		5,081		(620)
Total AFS debt securities	$	56,549	$	(2,334)	$	134,764	$	(28,068)	$	191,313	$	(30,402)



	December 31, 2022
	Less Than 12 Months				12 Months or Longer				Total
($ in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
U.S. Government agencies or sponsored agency securities:
Residential mortgage-backed securities	$	26,347	$	(1,485)	$	23,417	$	(3,940)	$	49,764	$	(5,425)
Residential collateralized mortgage obligations	81,320		(3,888)		71,604		(16,021)		152,924		(19,909)
Total AFS debt securities	$	107,667	$	(5,373)	$	95,021	$	(19,961)	$	202,688	$	(25,334)

As a result of the Company's adoption of ASU 2016-03 on January 1, 2023, available-for-sale debt securities are measured at fair value and are subject to impairment testing. A security is impaired if the fair value of the security is less than its amortized cost basis. When an available-for-sale debt security is considered impaired, the Company must determine if the decline in fair value has resulted from a credit-related loss or other factors and then, (1) recognize an allowance for credit losses by a charge to earnings for the credit-related component of the decline in fair value, and (2) recognize in other comprehensive income (loss) any non-credit related components of the fair value decline. If the amount of the amortized cost basis expected to be recovered increases in a future period, the valuation reserve would be reduced, but not more than the amount of the current existing reserve for that security.

As of September 30, 2023, the Company's AFS debt securities consisted of 86 securities, all of which were in an unrealized loss position.

The unrealized losses from the decline in fair value is attributable to changes in interest rates, and not credit quality. The issuers of the AFS debt securities are of high credit quality. Approximately 97% of the AFS debt securities are residential mortgage-backed securities and residential collateralized mortgage obligations that were issued by U.S. government-sponsored agencies, such as Ginnie Mae, Fannie Mae and Freddie Mac. The remaining 3% of the AFS debut securities are tax-exempt municipal securities.

We believe that the unrealized losses presented in the previous tables are temporary and no credit losses are expected. As a result, the Company expects full collection of the carrying amount of these securities, does not intend to sell

the securities in an unrealized loss position, and it was more-likely-than-not the Company will not have to sell these securities prior to recovery of amortized cost. Accordingly, for available-for-sale debt securities, the Company did not record allowance for credit losses on January 1, 2023 and did not have allowance for credit losses as of September 30, 2023.

As of September 30, 2023 or December 31, 2022, there were no pledged securities to secure public deposits, borrowing and letters of credit from Federal Home Loan Bank ("FHLB") and the Board of Governors of the Federal Reserve System, and for other purposes required or permitted by law.

The following table presents the other investment securities, which are included in Other investments on the Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022:



($ in thousands)	September 30, 2023		December 31, 2022
FHLB stock	$	12,527	$	8,483
Pacific Coast Bankers Bank ("PCBB") stock	190		190
Mutual fund - Community Reinvestment Act ("CRA") qualified	3,287		3,330
Time deposits placed in other banks	96		95
Total other investments	$	16,100	$	12,098

The Company has equity investment in a mutual fund with readily determinable fair value of $3.3 million and $3.3 million as of September 30, 2023 and December 31, 2022, respectively, which is measured at fair value with changes in fair value recorded in net income. The Company invested in the mutual fund for CRA purposes. For the mutual fund, the Company recorded a $106 thousand loss and a $145 thousand loss for the three months ended September 30, 2023 and 2022, respectively, and a $106 thousand loss and a $438 thousand loss for the nine months ended September 30, 2023 and 2022, respectively. The losses of the mutual fund are included in Other income in the Consolidated Statements of Income.

Note 3. Loans and Allowance for Credit Losses on Loans

Loans Receivable

The following table presents the composition of the loan portfolio as of September 30, 2023 and December 31, 2022:



($ in thousands)	September 30, 2023		December 31, 2022
Commercial real estate	$	878,824	$	842,208
SBA—real estate	225,579		221,340
SBA—non-real estate	14,575		13,377
C&I	124,632		116,951
Home mortgage	515,789		482,949
Consumer	126		1,467
Gross loans receivable	1,759,525		1,678,292
Allowance for credit losses	(21,617)		(19,241)
Loans receivable, net (1)	$	1,737,908	$	1,659,051

(1)Includes net deferred loan costs (fees) and unamortized premiums (unaccreted discounts) of $314 thousand and $160 thousand as of September 30, 2023 and December 31, 2022, respectively.

No loans were outstanding to related parties as of September 30, 2023 and December 31, 2022.

Allowance for Credit Losses on Loans

The Company employs a modeled approach that takes into account current and future economic conditions to estimate lifetime expected losses on a collective basis. With the adoption of CECL, the Company elected not to consider

accrued interest receivable in its estimated credit losses because the Company writes off uncollectible accrued interest receivable in a timely manner. The Company considers writing off accrued interest amounts once the amounts become 90 days past due to be considered within a timely manner. The Company has elected to write off accrued interest receivable by reversing interest income. The Company uses transition matrices to develop the Probability of Default ("PD") and Loss Given Default ("LGD") approach, incorporating quantitative factors and qualitative considerations in the calculation of the allowance for credit losses for collectively assessed loans. The model provides forecasts of PD and LGD based on national unemployment rates using regression analysis. The Company incorporates future economic conditions using a weighted multiple scenario approach: baseline and adverse. The Company applies a reasonable and supportable period of one year for the baseline scenario and two years for the adverse scenario, after which loss assumptions revert to historical loss information through a one-year reversion period for the baseline scenario and a two-year reversion period for the adverse scenario.

In order to quantify the credit risk impact of other trends and changes within the loan portfolio, the Company utilizes qualitative adjustments to the modeled estimated loss approaches. The parameters for making adjustments are established under a Credit Risk Matrix that provides different possible scenarios for each of the factors listed below. The Credit Risk Matrix and the possible scenarios enable the Bank to qualitatively adjust the loss rates. This matrix considers the following nine factors, which are patterned after the guidelines provided under the Federal Financial Institutions Examination Council Interagency Policy Statement on the Allowance for Credit Losses, updated to reflect the adoption of CECL:

• Changes in lending policies and procedures, including changes in underwriting standards and practices for collection, charge-offs, and recoveries;

• Actual and expected changes in national and local economic and business conditions and developments in which the institution operates that affect the collectivity of loans;

• Changes in the nature and volume of the loan portfolio;

• Changes in the experience, ability, and depth of lending management and staff;

• Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified loans;

• Changes in the quality of the credit review function;

• Changes in the value of the underlying collateral for loans that are not collateral-dependent;

• The existence, growth, and effect of any concentrations of credit, and

• The effect of other external factors, such as the regulatory, legal and technological environments; competition; and events such as natural disasters.

For loans that do not share similar risk characteristics such as nonaccrual loans above $250 thousand, the Company evaluates these loans on an individual basis in accordance with ASC 326. Such nonaccrual loans are considered to have different risk profiles than performing loans and are therefore evaluated individually. The Company elected to collectively assess nonaccrual loans with balances below $250 thousand along with the performing and accrual loans, in order to reduce the operational burden of individually assessing small nonaccrual loans with immaterial balances. For individually assessed loans, the allowance for credit losses is measured using either 1) the present value of future cash flows discounted at the loan’s effective interest rate; or 2) the fair value of the collateral, if the loan is collateral-dependent. For the collateral-dependent loans, the Company obtains a new appraisal to determine the fair value of collateral. The appraisals are based on an “as-is” valuation. To ensure that appraised values remain current, the Company obtains updated appraisals every twelve months from a qualified independent appraiser. If the fair value of the collateral is less than the amortized balance of the loan, the Company recognizes an allowance for credit losses with a corresponding charge to the provision for credit losses.

The Company maintains a separate allowance for credit losses for its off-balance sheet commitments. The Company uses an estimated funding rate to allocate an allowance to undrawn exposures. This funding rate is used as a credit conversion factor to capture how much undrawn lines of credit can potentially become drawn at any point. The funding rate is determined based on a look-back period of 8 quarters. Credit loss is not estimated for off-balance sheet commitments that are unconditionally cancellable by the Company.

The following table summarizes the activity in the allowance for credit losses on loans by portfolio segment for the three and nine months ended September 30, 2023 and 2022:



($ in thousands)	Commercial Real Estate		SBA— Real Estate		SBA —Non- Real Estate		C&I		Home Mortgage		Consumer		Total
Three Months Ended September 30, 2023
Beginning balance	$	6,784	$	1,218	$	55	$	1,270	$	11,472	$	3	$	20,802

Provision for (reversal of) credit losses	1,171		34		91		(115)		125		(3)		1,303
Charge-offs	(457)		(35)		—		—		—		—		(492)
Recoveries	—		—		4		—		—		—		4
Ending balance	$	7,498	$	1,217	$	150	$	1,155	$	11,597	$	—	$	21,617
Three Months Ended September 30, 2022
Beginning balance	$	7,743	$	1,800	$	135	$	2,102	$	5,913	$	9	$	17,702
Provision for (reversal of) credit losses	(895)		(261)		7		291		1,521		(1)		662
Charge-offs	—		—		—		—		—		—		—
Recoveries	—		—		5		—		—		—		5
Ending balance	$	6,848	$	1,539	$	147	$	2,393	$	7,434	$	8	$	18,369



($ in thousands)	Commercial Real Estate		SBA— Real Estate		SBA —Non- Real Estate		C&I		Home Mortgage		Consumer		Total
Nine Months Ended September 30, 2023
Beginning balance	$	6,951	$	1,607	$	207	$	1,643	$	8,826	$	7	$	19,241
Impact of CECL adoption	875		(238)		(142)		(320)		1,753		(4)		1,924
Provision for (reversal of) credit losses	220		(106)		84		(168)		1,018		(3)		1,045
Charge-offs	(548)		(46)		(34)		—		—		—		(628)
Recoveries	—		—		35		—		—		—		35
Ending balance	$	7,498	$	1,217	$	150	$	1,155	$	11,597	$	—	$	21,617
Nine Months Ended September 30, 2022
Beginning balance	$	8,150	$	2,022	$	199	$	2,848	$	2,891	$	13	$	16,123
Provision for (reversal of) credit losses(1)	(1,302)		(476)		(100)		(455)		4,543		(6)		2,204
Charge-offs	—		(14)		(18)		—		—		—		(32)
Recoveries	—		7		66		—		—		1		74
Ending balance	$	6,848	$	1,539	$	147	$	2,393	$	7,434	$	8	$	18,369

(1)Excludes reversal of uncollectible accrued interest receivable of $205 thousand for the nine months ended September 30, 2022.

The following table presents the allowance for credit losses on loans and recorded investment (not including accrued interest receivable) by portfolio segment and impairment methodology as of September 30, 2023 and December 31, 2022:



($ in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total
As of September 30, 2023
Allowance for credit losses:
Commercial real estate	$	—	$	7,498	$	7,498
SBA—real estate	14		1,203		1,217
SBA—non-real estate	—		150		150
C&I	—		1,155		1,155
Home mortgage	—		11,597		11,597
Consumer	—		—		—
Total	$	14	$	21,603	$	21,617
Loans (1):
Commercial real estate	$	739	$	878,085	$	878,824
SBA—real estate (2)	773		224,806		225,579
SBA—non-real estate	—		14,575		14,575
C&I	—		124,632		124,632
Home mortgage	2,241		513,548		515,789
Consumer	—		126		126
Total	$	3,753	$	1,755,772	$	1,759,525
As of December 31, 2022
Allowance for credit losses:
Commercial real estate	$	—	$	6,951	$	6,951
SBA—real estate	—		1,607		1,607
SBA—non-real estate	—		207		207
C&I	279		1,364		1,643
Home mortgage	—		8,826		8,826
Consumer	—		7		7
Total	$	279	$	18,962	$	19,241
Loans(1):
Commercial real estate	$	—	$	842,208	$	842,208
SBA—real estate	423		220,917		221,340
SBA—non-real estate	—		13,377		13,377
C&I	279		116,672		116,951
Home mortgage	—		482,949		482,949
Consumer	—		1,467		1,467
Total	$	702	$	1,677,590	$	1,678,292

(1)Excludes accrued interest receivables of $7.1 million and $6.4 million as of September 30, 2023 and December 31, 2022, respectively.

(2)$773 thousand of SBA—non-real estate excludes the guaranteed portion of $3.4 million as of September 30, 2023.

The following table presents the recorded investment in impaired loans and the specific allowance for loan losses as of December 31, 2022.



	December 31, 2022(1)
($ in thousands)	Unpaid Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Related Allowance
SBA—real estate	$	423	$	423	$	—	$	—
C&I	279		—		279		279
Total	$	702	$	423	$	279	$	279

(1) The difference between the unpaid principal balance (net of partial charge-offs) and the recorded investment in the loans was not considered to be material

Collateral-dependent loans are loans where repayment is expected to be provided solely by the sale of the underlying collateral and there are no other available and reliable sources of repayment. The estimated credit losses for these loans are based on the collateral’s fair value less selling costs. In most cases, the Company records a partial charge-off to reduce the loan’s carrying value to the collateral’s fair value less selling costs at the time of foreclosure.

As of September 30, 2023, there were $3.8 million of collateral-dependent loans which are primarily secured by residential and commercial real estate, as well as equipment. The allowance for credit losses allocated to these loans as of September 30, 2023 was $14 thousand.

The following table represents the amortized cost basis of collateral-dependent loans by class of loans as of September 30, 2023, for which repayment is expected to be obtained through the sale of the underlying collateral.



($ in thousands)	Hotel / Motel		Gas Station		Single-Family Residential		Total
As of September 30, 2023
Commercial real estate	$	739	$	—	$	—	$	739
SBA—real estate(1)	422		351		—		773
Home mortgage	—		—		2,241		2,241
Total	$	1,161	$	351	$	2,241	$	3,753

(1) Excludes guaranteed portion of SBA loans of $3.4 million as of September 30, 2023.

The following table presents the recorded investment in nonaccrual loans and loans past due 90 or more days and still accruing interest, by portfolio as of September 30, 2023 and December 31, 2022:



($ in thousands)	Nonaccrual Loans with a Related Allowance for Credit Losses		Nonaccrual Loans without a Related Allowance for Credit Losses		Total Nonaccrual Loans		90 or More Days Past Due & Still Accruing		Total(1)
As of September 30, 2023
Commercial real estate	$	—	$	739	$	739	$	—	$	739
SBA—real estate	398		421		819		—		819
SBA—non-real estate	163		—		163		—		163
Home mortgage	249		2,241		2,490		—		2,490
Total	$	810	$	3,401	$	4,211	$	—	$	4,211
As of December 31, 2022
SBA—real estate					$	423	$	—	$	423
SBA—non-real estate					657		442		1,099
C&I					279		—		279
Home mortgage					1,280		—		1,280
Total					$	2,639	$	442	$	3,081

(1) Excludes guaranteed portion of SBA loans of $5.2 million and $1.0 million as of September 30, 2023 and December 31, 2022, respectively.

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

The following table represents the aging analysis of the recorded investment in past due loans as of September 30, 2023 and December 31, 2022:



($ in thousands)	30-59 Days Past Due		60-89 Days Past Due		> 90 Days Past Due		Total Past Due(1)		Loans Not Past Due		Total(2)
As of September 30, 2023
Commercial real estate	$	1,199	$	739	$	—	$	1,938	$	876,886	$	878,824
SBA—real estate	1,668		499		398		2,565		223,014		225,579
SBA—non-real estate	—		6		162		168		14,407		14,575
C&I	789		—		—		789		123,843		124,632
Home mortgage	3,199		1,872		1,615		6,686		509,103		515,789
Consumer	—		—		—		—		126		126
Total	$	6,855	$	3,116	$	2,175	$	12,146	$	1,747,379	$	1,759,525
As of December 31, 2022
Commercial real estate	$	—	$	—	$	—	$	—	$	842,208	$	842,208
SBA—real estate	199		175		—		374		220,966		221,340
SBA—non-real estate	38		—		26		64		13,313		13,377
C&I	—		—		—		—		116,951		116,951
Home mortgage	1,707		1,522		342		3,571		479,378		482,949
Consumer	—		—		—		—		1,467		1,467
Total	$	1,944	$	1,697	$	368	$	4,009	$	1,674,283	$	1,678,292

(1)Excludes guaranteed portion of SBA loans of $5.1 million and $924 thousand as of September 30, 2023 and December 31, 2022, respectively..

(2)Excludes accrued interest receivables of $7.1 million and $6.4 million as of September 30, 2023 and December 31, 2022, respectively.

Loan Modifications to Borrowers Experiencing Financial Difficult: On January 1, 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures”, which eliminated the accounting guidance for troubled debt restructurings (“TDRs”) while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis. Upon adoption of this guidance, the Company no longer establishes a specific reserve for modifications to borrowers experiencing financial difficulty, unless those loans do not share the same risk characteristics with other loans in the portfolio. Provided that is not the case, these modifications are included in their respective cohort and the allowance for credit losses is estimated on a pooled basis consistent with the other loans with similar risk characteristics.

Modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, other than insignificant payment deferrals, other than insignificant term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. The disclosure below provide information on loan modification to borrowers experiencing financial difficulty. No charge-offs of previously modified loans were recorded for the three and nine months ended September 30, 2023.

The following table presents the amortized cost of modified loans and the financial effects of the modification as of September 30, 2023 by loan class and modification type:



							Financial Effects of Loan Modification
($ in thousands)	Interest Only		Total		Percentage to Each Loan Type		Weighted-Average Payment Deferral (in years)
As of September 30, 2023
SBA—non-real estate	$	136	$	136	0.93	%	0.17
Total	$	136	$	136	0.93	%

The Company tracks the performance of modified loans. A modified loan may become delinquent and may result in a payment default (generally 90 days past due) subsequent to modification. There were no loans that received a modification during the three and nine months ended September 30, 2023 that subsequently defaulted.

The following table presents the performance of loans that were modified as of September 30, 2023 since the adoption of ASU 2022-02 on January 1, 2023:



($ in thousands)	Current		Total
As of September 30, 2023
SBA—non-real estate	$	136	$	136
Total	$	136	$	136

The Company had no additional commitments to lend to borrowers whose loans were modified as of September 30, 2023.

Credit Quality Indicators: The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. For consumer loans, a credit grade is established at inception, and generally only adjusted based on performance. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:

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

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

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

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

The following table presents the loan portfolio's amortized cost by loan type, risk rating and year of origination as of September 30, 2023:



	September 30, 2023
	Term Loans by Origination Year												Revolving Loans		Revolving Loans Converted to Term Loans		Total(1)
($ in thousands)	2023		2022		2021		2020		2019		Prior
Commercial real estate
Pass	$	86,002	$	210,555	$	155,300	$	97,776	$	142,549	$	168,058	$	13,454	$	—	$	873,694
Special mention	—		—		—		—		—		—		—		—		—
Substandard	—		739		—		—		—		4,391		—		—		5,130
Doubtful	—		—		—		—		—		—		—		—		—
Subtotal	$	86,002	$	211,294	$	155,300	$	97,776	$	142,549	$	172,449	$	13,454	$	—	$	878,824
Current period charge-offs	$	—	$	457	$	—	$	—	$	91	$	—	$	—	$	—	$	548
SBA— real estate
Pass	$	20,487	$	47,043	$	27,044	$	25,778	$	27,900	$	67,077	$	—	$	—	$	215,329
Special mention	—		1,783		—		—		940		928		—		—		3,651
Substandard	—		—		4,852		—		—		1,747		—		—		6,599
Doubtful	—		—		—		—		—		—		—		—		—
Subtotal	$	20,487	$	48,826	$	31,896	$	25,778	$	28,840	$	69,752	$	—	$	—	$	225,579
Current period charge-offs	$	—	$	—	$	46	$	—	$	—	$	—	$	—	$	—	$	46
SBA—non-real estate
Pass	$	4,306	$	2,623	$	240	$	1,670	$	982	$	3,625	$	—	$	—	$	13,446
Special mention	—		—		—		—		—		—		—		—		—
Substandard	—		640		—		—		—		377		—		—		1,017
Doubtful	—		—		—		—		—		112		—		—		112
Subtotal	$	4,306	$	3,263	$	240	$	1,670	$	982	$	4,114	$	—	$	—	$	14,575
Current period charge-offs	$	—	$	—	$	—	$	—	$	—	$	34	$	—	$	—	$	34
C&I
Pass	$	11,996	$	20,185	$	25,264	$	5,338	$	4,235	$	2,472	$	53,954	$	1,188	$	124,632
Special mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—		—
Subtotal	$	11,996	$	20,185	$	25,264	$	5,338	$	4,235	$	2,472	$	53,954	$	1,188	$	124,632
Current period charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Home mortgage
Pass	$	62,587	$	308,845	$	80,092	$	19,229	$	9,335	$	33,211	$	—	$	—	$	513,299
Special mention	—		—		—		—		—		—		—		—		—
Substandard	—		2,241		249		—		—		—		—		—		2,490
Doubtful	—		—		—		—		—		—		—		—		—
Subtotal	$	62,587	$	311,086	$	80,341	$	19,229	$	9,335	$	33,211	$	—	$	—	$	515,789
Current period charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Consumer


Pass	$	13	$	—	$	—	$	—	$	102	$	15	$	(4)	$	—	$	126
Special mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—		—
Subtotal	$	13	$	—	$	—	$	—	$	102	$	15	$	(4)	$	—	$	126
Current period charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total loans
Pass	$	185,391	$	589,251	$	287,940	$	149,791	$	185,103	$	274,458	$	67,404	$	1,188	$	1,740,526
Special mention	—		1,783		—		—		940		928		—		—		3,651
Substandard	—		3,620		5,101		—		—		6,515		—		—		15,236
Doubtful	—		—		—		—		—		112		—		—		112
Subtotal	$	185,391	$	594,654	$	293,041	$	149,791	$	186,043	$	282,013	$	67,404	$	1,188	$	1,759,525
Current period charge-offs	$	—	$	457	$	46	$	—	$	91	$	34	$	—	$	—	$	628

(1)Excludes accrued interest receivables of $7.1 million as of September 30, 2023.

The following table presents the loan portfolio's amortized cost by loan type and risk rating of as of December 31, 2022:



($ in thousands)	Pass		Special Mention		Substandard		Doubtful		Total(1)
As of December 31, 2022
Commercial real estate	$	841,645	$	563	$	—	$	—	$	842,208
SBA—real estate	220,348		—		992		—		221,340
SBA—non-real estate	12,897		—		480		—		13,377
C&I	116,396		—		279		276		116,951
Home mortgage	481,669		—		1,280		—		482,949
Consumer	1,467		—		—		—		1,467
Total	$	1,674,422	$	563	$	3,031	$	276	$	1,678,292

(1)Excludes accrued interest receivables of $6.4 million as of December 31, 2022.

Note 4. Premises and Equipment

The following table presents information regarding the premises and equipment as of September 30, 2023 and December 31, 2022:



($ in thousands)	September 30, 2023		December 31, 2022
Leasehold improvements	$	9,013	$	7,998
Furniture and fixtures	4,695		3,983
Equipment and others	3,514		3,288
Total premises and equipment	17,222		15,269
Accumulated depreciation	(11,844)		(10,869)
Total premises and equipment, net	$	5,378	$	4,400

Total depreciation expense included in occupancy and equipment expenses was $308 thousand and $349 thousand for the three months ended September 30, 2023 and 2022, respectively, and $975 thousand and $1.0 million for the nine months ended September 30, 2023 and 2022, respectively.

Note 5. Servicing Assets

The Company recognizes the right to service SBA loans for others as servicing assets when the servicing income the Company receives is more than adequate compensation. Servicing assets are accounted for using the amortization method. Under this method, the Company amortizes the servicing assets over the period of the economic life of the assets arising from estimated net servicing revenue.

The Company periodically stratifies its servicing assets into groupings based on risk characteristics and assesses each group for impairment based on fair value. Based on the results of the impairment test, there was no valuation allowance for impairment as of September 30, 2023 and December 31, 2022.

The following table presents an analysis of the changes in activity for loan servicing assets during the three and nine months ended September 30, 2023 and 2022:



	Three Months Ended September 30, 2023				Nine Months Ended September 30, 2023
($ in thousands)	2023		2022		2023		2022
Beginning balance	$	12,654	$	12,341	$	12,759	$	12,720
Additions from loans sold with servicing retained	505		1,532		2,474		3,681
Amortized to expense	(1,228)		(984)		(3,302)		(3,512)
Ending balance	$	11,931	$	12,889	$	11,931	$	12,889

The fair value of the servicing assets was $17.0 million as of September 30, 2023, which was determined using discount rates ranging from 4.50% to 11.22% and prepayment speeds ranging from 12.60% to 13.20%, depending on the stratification of the specific assets.

The fair value of the servicing assets was $17.3 million as of September 30, 2022, which was determined using discount rates ranging from 4.83% to 10.33% and prepayment speeds ranging from 13.00% to 13.30% depending on the stratification of the specific assets.

Note 6. Deposits

Time deposits that exceed the FDIC insurance limit of $250 thousand as of September 30, 2023 and December 31, 2022 were $420.2 million and $356.2 million, respectively.

The following table presents the scheduled contractual maturities of time deposits as of September 30, 2023:



($ in thousands)
Remainder of 2023	$	363,264
2024	465,871
2025	23,893
2026	17,345
2027 and thereafter	420
Total	$	870,793

Deposits from principal officers, directors, and their affiliates as of September 30, 2023 and December 31, 2022 were $1.5 million and $810 thousand, respectively.

The Company had estimated uninsured deposits of $1.06 billion, or 58.2% of total deposits, and $1.14 billion, or 60.3% of total deposits, as of September 30, 2023 and December 31, 2022, respectively.

Note 7. Borrowing Arrangements

As of September 30, 2023, the Company had $95.0 million advances from FHLB with a weighted average interest rate of 4.54% and a weighted average remaining term of 1.2 years, compared to no borrowings as of December 31, 2022. The Company has a letter of credit with the FHLB in the amount of $67.0 million to secure a public deposit as of both September 30, 2023 and December 31, 2022.

The Company had available borrowing capacity from the following institutions as of September 30, 2023:



($ in thousands)
FHLB	$	375,874
Federal Reserve Bank	186,380
Pacific Coast Bankers Bank	50,000
Zions Bank	25,000
First Horizon Bank	25,000
Total	$	662,254

The Company has pledged approximately $1.37 billion and $1.24 billion of loans as collateral for these lines of credit as of September 30, 2023 and December 31, 2022, respectively.

Note 8. Income Taxes

The Company’s income tax expense was $1.9 million and $3.5 million for the three months ended September 30, 2023 and 2022, respectively, and $7.4 million and $10.3 million for the nine months ended September 30, 2023 and 2022, respectively. The effective income tax rate was 27.1% and 28.9% for the three months ended September 30, 2023 and 2022, respectively, and 28.4% and 29.0% for the nine months ended September 30, 2023 and 2022, respectively.

The Company is subject to U.S. Federal income tax as well as various state taxing jurisdictions. The Company is no longer subject to examination by Federal taxing authorities for tax years prior to 2019 and for state taxing authorities for tax years prior to 2018.

There were no significant unrealized tax benefits recorded as of September 30, 2023 and 2022, and the Company does not expect any significant increase in unrealized tax benefits in the next twelve months.

Note 9. Commitments and Contingencies

Off-Balance-Sheet Credit Risk: In the normal course of business, the Company enters into commitments to extend credit such as loan commitments and standby letters of credits (“SBLC”s). These commitments expose the Company to varying degrees of credit and market risk and are subject to the same credit and market risk limitation reviews as those instruments recorded on the Consolidated Balance Sheets. Loan commitments represent arrangements to lend funds or provide liquidity subject to specified contractual conditions. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These commitments generally have fixed expiration dates or contain termination clauses in the event the customer’s credit quality deteriorates. Since many of the commitments are expected to expire without being drawn upon, the commitment amounts do not necessarily represent future funding requirements.

The Company applies the same credit underwriting criteria to extend loans and commitments to customers. Each customer’s credit worthiness is evaluated on a case-by-case basis. Collateral may be obtained based on management’s assessment of a customer’s credit. Collateral may include securities, accounts receivable, inventory, property, plant and equipment, and income producing commercial or other properties.

The following table presents the distribution of undisbursed credit-related commitments as of September 30, 2023 and December 31, 2022:



($ in thousands)	September 30, 2023		December 31, 2022
Loan commitments	$	255,858	$	265,110
Standby letter of credit	5,814		5,286
Commercial letter of credit	296		451
Total undisbursed credit related commitments	$	261,968	$	270,847

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

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

The following table shows the balance of the investments in low-income housing partnerships and the total unfunded commitments related to the investments in low-income housing partnerships as of September 30, 2023 and December 31, 2022:



($ in thousands)	September 30, 2023		December 31, 2022
Investments in low-income housing partnerships	$	11,128	$	12,212
Unfunded commitments to fund investments for low-income housing partnerships	7,185		8,748

These balances are reflected in the other assets and other liabilities lines on the Consolidated Balance Sheets. The Company expects to finish fulfilling these commitments during the year ending 2039.

Under the proportional amortization method, the Company amortizes the initial cost of the investment in proportion to the tax credit and other benefits received and recognizes the amortization in income tax expense on the Consolidated Statements of Income. The Company recognized amortization expense of $361 thousands and $210 for the three months ended September 30, 2023 and 2022, respectively, and $1.1 million and $584 thousand for the nine months ended September 30, 2023 and 2022, respectively. Additionally, the Company recognized tax credits and other benefits from the investments in low-income housing partnerships of $456 thousand and $418 thousand for the three months ended September 30, 2023 and 2022, respectively, and $1.4 million and $738 thousand, respectively, for the nine months ended September 30, 2023 and 2022, respectively.

Note 10. Stock-Based Compensation

The Company has three stock-based compensation plans currently in effect as of September 30, 2023, as described further below. Total compensation cost that has been charged against earnings for these plans for the three months ended September 30, 2023 and 2022 was $323 thousand and $335 thousand, respectively, and $961 thousand and $858 thousand for the nine months ended September 30, 2023 and 2022, respectively.

2005 Plan: In 2005, the Board of Directors and shareholders of the Bank approved a stock option plan for the benefit of directors and employees of the Bank (the “2005 Plan”). The 2005 Plan was assumed by the Company in 2016 at the time of the bank holding company reorganization. Under the 2005 Plan, the Bank was authorized to grant options to purchase up to 770,000 shares of the Company’s common stock.

The exercise prices of the options may not be less than 100% of the fair value of the Company’s common stock at the date of grant. The options, when granted, vest either immediately or ratably over five years from the date of the grant and expire after ten years if not exercised. The 2005 Plan expired in 2015, and no future grants can be made under the 2005 Plan.

A summary of the transactions under the 2005 Plan for the nine months ended September 30, 2023 is as follows:



($ in thousands, except share data)	Number of Options Outstanding	Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding, as of January 1, 2023	30,000	$	6.18	$	149
Options granted	—	—
Options exercised	(30,000)	6.18
Options forfeited	—	—
Options expired	—	—
Outstanding, as of September 30, 2023	—	$	—	$	—
Fully vested and expected to vest	—	$	—	$	—
Vested	—	$	—	$	—

Information related to stock options exercised under the 2005 Plan for the periods indicated follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Intrinsic value of options exercised	$	86	$	60	$	86	$	60
Cash received from option exercises	128		64		128		64
Tax benefit realized from option exercised	2		2		2		2

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

The exercise prices of stock options granted under the plan may not be less than 100% of the fair value of the Company’s stock at the date of grant. The options, when granted, vest ratably over five years from the date of the grant and expire after ten years if not exercised. The 2010 Plan expired in August 2020, and no further grants can be made under the 2010 Plan.

Restricted stock awards issued under the 2010 Plan may or may not be subject to vesting provisions. Owners of the restricted stock awards shall have all of the rights of a shareholder including the right to vote the shares and to all dividends (cash or stock). Compensation expense related to restricted stock awards will be recognized over the vesting period of the awards based on the fair value of the Company’s common stock at the issue date.

A summary of the stock options outstanding under the 2010 Plan for the nine months ended September 30, 2023 is as follows:



($ in thousands, except share data)	Number of Options Outstanding	Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding, as of January 1, 2023	150,000	$	8.00	$	474
Options granted	—	—
Options exercised	(90,000)	8.00
Options forfeited	—	—
Options expired	—	—
Outstanding, as of September 30, 2023	60,000	$	8.00	$	69
Fully vested and expected to vest	60,000	$	8.00	$	69
Vested	60,000	$	8.00	$	69

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



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Intrinsic value of options exercised	$	—	$	—	$	186	$	—
Cash received from option exercises	—		—		720		$	—
Tax provision realized from option exercised	—		—		(3)		$	—

The weighted average remaining contractual term of stock options outstanding as of September 30, 2023 was 0.5 years. The weighted average remaining contractual term of stock options that were exercisable as of September 30, 2023 was 0.5 years.

A summary of the changes in the Company's non-vested restricted stock awards under the 2010 Plan for the nine months ended September 30, 2023 is as follows:



($ in thousands, except share data)	Shares Issued	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Non-vested, as of January 1, 2023	14,500	$	8.66	$	162
Awards granted	—	—
Awards vested	(4,500)	6.37
Awards forfeited	—	—
Non-vested, as of September 30, 2023	10,000	$	9.69	$	92

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



	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Tax benefit realized from awards vested	$	4	$	—	$	4	$	—

As of September 30, 2023, the Company had approximately $23 thousand of unrecognized compensation cost related to unvested restricted stock awards under the 2010 Plan. The Company expects to recognize these costs over a weighted average period of 1.1 years.

2021 Plan: In 2021, the Board of Directors of the Company approved a new equity incentive plan for granting stock options and restricted stock awards to key employees, officers, and non-employee directors of the Company and the Bank (the “2021 Plan”). The 2021 Plan was approved by the Company’s shareholders at the 2021 Annual Meeting. The number of shares authorized to be issued under the 2021 Plan was 1,500,000 shares of the Company’s common stock.

The exercise prices of stock options granted under the plan may not be less than 100.00% of the fair value of the Company’s stock at the date of grant. There are no stock options granted under the 2021 Plan as of September 30, 2023.

Restricted stock awards issued under the 2021 Plan may or may not be subject to vesting provisions. Owners of the restricted stock awards shall have all rights of a shareholder including the right to vote the shares and to all dividends (cash or stock). Compensation expense related to restricted stock awards will be recognized over the vesting period of the awards based on the fair value of the Company’s common stock at the issue date.

A summary of the changes in the Company’s non-vested restricted stock awards under the 2021 Plan for the nine months ended September 30, 2023 is as follows:



($ in thousands, except share data)	Shares Issued	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Non-vested, as of January 1, 2023	317,366	$	11.60	$	3,542
Awards granted	35,047	8.25
Awards vested	(66,062)	10.31
Awards forfeited	(7,500)	12.90
Non-vested, as of September 30, 2023	278,851	$	11.45	$	2,551

Information related to vested restricted stock awards under the 2021 Plan for the periods indicated follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Tax (provision) benefit realized from awards vested	$	—	$	—	$	(34)	$	12

There were 1,112,690 shares available for future grants of either stock options or restricted stock awards under the 2021 Plan as of September 30, 2023. The Company had approximately $2.0 million of unrecognized compensation cost related to unvested restricted stock awards under the 2021 Plan as of September 30, 2023. The Company expects to recognize these costs over a weighted average period of 1.9 years.

Note 11. Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or the price that would be paid to transfer a liability on the measurement date and is determined using an exit price in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Assets and liabilities recorded at fair value on a recurring basis, such as AFS securities and equity investments. Additionally, from time to time, the Company records fair value adjustments on a nonrecurring basis. These nonrecurring adjustments typically involve application of lower of cost or fair value accounting and write-downs of individual assets.

The Company classifies its assets and liabilities recorded at fair value as one of the following three categories and a financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement:

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

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

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy.

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

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

Assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 are summarized below:



	Fair Value Measure on a Recurring Basis
($ in thousands)	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2023
U.S. Government agencies or sponsored agency securities:
Residential mortgage-backed securities	$	43,361	$	—	$	43,361	$	—
Residential collateralized mortgage obligations	142,871		—		142,871		—
Municipal securities - tax exempt	5,081		—		5,081		—
Other investments:
Mutual fund - CRA qualified	3,287		3,287		—		—
December 31, 2022
U.S. Government agencies or sponsored agency securities:
Residential mortgage-backed securities	$	49,764	$	—	$	49,764	$	—
Residential collateralized mortgage obligations	160,045		—		160,045		—
Other investments:
Mutual fund - CRA qualified	3,330		3,330		—		—

There were no transfers of assets or liabilities between the Level 1 and Level 2 classifications for the three and nine months ended September 30, 2023 or 2022.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of lower of cost or fair value and write-downs of individual assets.

Collateral-dependent loans: Collateral-dependent loans are loans where repayment is expected to be provided solely by the sale of the underlying collateral and there are no other available and reliable sources of repayment. Prior to the adoption of ASU 2016-13, impaired loans were evaluated and valued at the time the loan was identified as impaired, at the lower of cost or fair value. Fair value for both collateral-dependent and impaired loans are measured based on the value of the collateral securing these loans and are classified at a Level 3 in the fair value hierarchy. Collateral may include real estate, or business assets including equipment, inventory and accounts receivable. The value of real estate collateral is determined based on an appraisal by qualified licensed appraisers hired by the Company. The value of business equipment is based on an appraisal by qualified licensed appraisers hired by the Company if significant, or the equipment’s net book value on the business’ financial statements. Inventory and accounts receivable collateral are valued based on independent field examiner review or aging reports. Appraisals may utilize a single valuation approach or a combination or approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available for similar loans and collateral underlying such loans. Appraised values are reviewed by management using historical knowledge, market considerations, and knowledge of the client and client’s business.

The following table presents the fair value hierarchy and fair value of assets that were still held and had fair value adjustments measured on a nonrecurring basis as of September 30, 2023 and December 31, 2022:



	Fair Value Measure on a Nonrecurring Basis
($ in thousands)	Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2023
Collateral-dependent loans:
Commercial real estate	$	739	$	—	$	—	$	739
SBA—real estate	759		—		—		759

Home mortgage	2,241		—		—		2,241
Total	$	3,739	$	—	$	—	$	3,739
December 31, 2022
Impaired loans:
SBA—real estate	$	423	$	—	$	—	$	423
Total	$	423	$	—	$	—	$	423
Total

The following table presents the increase (decrease) in value of certain assets held at the end of the respective reporting periods presented for which a nonrecurring fair value adjustment was recognized during the period presented:



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Collateral-dependent loans:
SBA—real estate	$	—	$	5	$	1	$	15

Total	$	—	$	5	$	1	$	15

The following table presents information about significant unobservable inputs utilized in the Company’s nonrecurring Level 3 fair value measurements as of September 30, 2023 and December 31, 2022:

($ in thousands)

Fair Value
Measurements
(Level 3)

Valuation
Techniques

Unobservable
Inputs

Range of
Inputs

Weighted-

Average of

Inputs(1)

September 30, 2023

Collateral-dependent loans:

Commercial real estate

739

Income approach - income capitalization

Capitalization rate

6.5% to 9.9%

8.2%

SBA—real estate

759

Income approach - income capitalization

Capitalization rate

9.8% to 12.5%

11.0%

Home mortgage

2,241

Sales comparison approach

Market data comparison

0.5% to 15.1%

6.5%

December 31, 2022

Impaired loans:

SBA—real estate

423

Income approach - income capitalization

Capitalization rate

11.5%

(1)Weighted-average of inputs is based on the relative fair value of the respective assets as of September 30, 2023 and December 31, 2022.

Financial Instruments: The carrying amounts and estimated fair values of financial instruments that are not carried at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 are as follows. These financial assets and liabilities are measured at amortized cost basis on the Company’s Consolidated Balance Sheets:



	September 30, 2023
($ in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Fair Value
Financial assets:
Cash and cash equivalents	$	105,740	$	105,740	$	—	$	—	$	105,740

Loans receivable, net	1,737,908		—		—		1,739,499		1,739,499
Accrued interest receivable, net	7,996		131		808		7,057		7,996
Other investments:
FHLB and PCBB stock	12,717		N/A		N/A		N/A		N/A
Time deposits placed	96		—		96		—		96
Servicing assets	11,931		—		—		16,978		16,978
Financial liabilities:
Deposits	1,825,171		—		1,823,429		—		1,823,429
FHLB advances	95,000		—		94,050		—		94,050
Accrued interest payable	13,552		—		13,552		—		13,552



	December 31, 2022
($ in thousands)	Carrying Amount		Level 1		Level 2		Level 3		Fair Value
Financial assets:
Cash and cash equivalents	$	82,972	$	82,972	$	—	$	—	$	82,972
Loans held for sale	44,335		—		47,217		—		47,217
Loans receivable, net	1,659,051		—		—		1,626,036		1,626,036
Accrued interest receivable, net	7,180		51		716		6,413		7,180
Other investments:
FHLB and PCBB stock	8,673		N/A		N/A		N/A		N/A
Time deposits placed	95		—		95		—		95
Servicing assets	12,759		—		—		16,845		16,845
Financial liabilities:
Deposits	1,885,771		—		1,880,508		—		1,880,508

Accrued interest payable	2,771		—		2,771		—		2,771

Note 12. Regulatory Capital Matters

The Bank is subject to certain risk-based capital and leverage ratio requirements under the U.S. Basel III capital rules administered by the federal and state banking agencies. Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on the Company's operations or financial condition. The Basel III capital rules also require the Bank to maintain a capital conservation buffer of 2.5% above the minimum risk-based capital ratios in order to absorb losses during periods of economic stress, effective January 1, 2019. Banking institutions with a ratio of common equity tier 1 capital 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. Management believes that as of September 30, 2023 and December 31, 2022, the Bank met all capital adequacy requirements to which they are subject to. Based on recent changes to the Federal Reserve’s definition of a “Small Bank Holding Company” that increased the threshold to $3 billion in assets, the Company is not currently subject to separate minimum capital measurements. At such time as the Company reaches the $3 billion asset level, it will again be subject to capital measurements independent of the Bank.

The following table presents the regulatory capital amounts and ratios for the Company and the Bank as of dates indicated:



	September 30, 2023
	Actual(1)				Required for Capital Adequacy Purposes				Minimum To be Considered "Well Capitalized"
($ in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk-weighted assets)
Consolidated	$	227,275	13.31	%	N/A		N/A		N/A		N/A
Bank	225,386		13.20		$	136,568	8.00	%	$	170,711	10.00	%
Tier 1 capital (to risk-weighted assets)
Consolidated	206,350		12.09		N/A		N/A		N/A		N/A
Bank	204,461		11.98		102,426		6.00		136,568		8.00
Common equity Tier 1 capital (to risk-weighted assets)
Consolidated	206,350		12.09		N/A		N/A		N/A		N/A
Bank	204,461		11.98		76,820		4.50		110,962		6.50
Tier 1 capital (to average assets)
Consolidated	206,350		9.63		N/A		N/A		N/A		N/A
Bank	204,461		9.55		85,675		4.00		107,093		5.00

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



	December 31, 2022
	Actual(1)				Required for Capital Adequacy Purposes				Minimum To be Considered "Well Capitalized"
($ in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk-weighted assets)
Consolidated	$	213,862	13.06	%	N/A		N/A		N/A		N/A
Bank	211,981		12.94		$	131,020	8.00	%	$	163,775	10.00	%
Tier 1 capital (to risk-weighted assets)
Consolidated	194,358		11.87		N/A		N/A		N/A		N/A
Bank	192,477		11.75		98,265		6.00		131,020		8.00
Common equity Tier 1 capital (to risk-weighted assets)
Consolidated	194,358		11.87		N/A		N/A		N/A		N/A
Bank	192,477		11.75		73,699		4.50		106,454		6.50
Tier 1 capital (to average assets)
Consolidated	194,358		9.38		N/A		N/A		N/A		N/A
Bank	192,477		9.29		82,836		4.00		103,545		5.00

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

Note 13. Earnings Per Share

Basic EPS is calculated using the two-class method. Under the two-class method, all earnings (distributed and undistributed) are allocated to common stock and participating securities. The Company grants restricted stock awards, which entitle recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to dividends paid to holders of the Company's common stock. These restricted stock awards meet the definition of participating

securities based on their respective rights to receive nonforfeitable dividends, and they are treated as a separate class of securities in computing basic EPS. Participating securities are not included as incremental shares in computing diluted EPS.

Diluted EPS incorporates the potential impact of contingently issuable shares. Diluted EPS is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported. For each of the periods presented in the table below, diluted EPS calculated under two-class method was more dilutive.

The following table presents the calculation of net income applicable to common stockholders and basic and diluted EPS for the three and nine months ended September 30, 2023 and 2022:



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands, except share and per share data)	2023		2022		2023		2022
Basic
Net income	$	5,121	$	8,650	$	18,746	$	25,282
Distributed and undistributed earnings allocated to participating securities	(96)		(188)		(379)		(532)
Net income allocated to common shares	$	5,025	$	8,462	$	18,367	$	24,750
Weighted average common shares outstanding	15,131,587		15,195,826		15,149,203		15,158,749
Basic earnings per common share	$	0.33	$	0.56	$	1.21	$	1.63
Diluted
Net income allocated to common shares	$	5,025	$	8,462	$	18,367	$	24,750
Weighted average common shares outstanding for basic earnings per common share	15,131,587		15,195,826		15,149,203		15,158,749
Add: Dilutive effects of assumed exercises of stock options	8,990		79,330		51,409		87,596
Average shares and dilutive potential common shares	15,140,577		15,275,156		15,200,612		15,246,345
Diluted earnings per common share	$	0.33	$	0.55	$	1.21	$	1.62

No share of common stock was antidilutive for the three and nine months ended September 30, 2023 and 2022.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our historical financial statements and the related notes thereto contained in this Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

OVERVIEW

We are a bank holding company headquartered in Los Angeles, California. Our commercial community banking activities are operated through Open Bank, our banking subsidiary. We offer commercial banking services to small and medium-sized businesses, their owners and retail customers primarily in the Korean-American community.

Our results of operations depend primarily on our net interest income. We drive our income from interest received on our loan portfolio and the fee income we receive in connection with our deposits, and the sale and service of SBA loans. Our major operating expenses are the interest we pay on deposits, the salaries and related benefits we pay our management and staff, and the rent we pay on our leased properties. We rely primarily on locally-generated deposits, mostly from the Korean-American market within California, to fund our loan activities. We currently operate eight branches in Los Angeles County and Orange County, California, one branch in Santa Clara County, California, one branch in Carrollton, Texas and one branch in Las Vegas, Nevada. We have four loan production offices in Pleasanton, California, Atlanta, Georgia, Aurora, Colorado, and Lynnwood, Washington.

We adopted Accounting Standards Update (“ASU”) 2016-13, which replaced the current incurred loss accounting model with the Current Expected Credit Losses approach. The adoption of this ASU increased the allowance for credit losses by $1.9 million and allowance for off-balance sheet commitments by $184 thousand and recorded a deferred tax assets of $624 thousand and decrease to opening retained earnings of $1.5 million on January 1, 2023.

Banking Economy and Recent Developments

Beginning in late 2021, the Federal Reserve Board Open Markets Committee, which strives to manage benchmark interest rates in the United States, began a series of upward adjustments to the “discount rate” for short-term borrowings in response to perceived increases in inflationary pressures. Financial institutions and markets promptly followed these adjustments, significantly 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 the Bank, experiencing substantial pressure on multiple 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. These increases correspondingly increased the Bank’s cost of funds and exerted downward pressure on our net interest margins.

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 rising interest rates found it more difficult to comply with their loan obligations. The combination of these factors has exerted downward pressure on our fee income, the volume of 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, the Bank, 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 banks with extensive operations in our 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.

The following significant items are of note as of or for the periods presented:

As of September 30, 2023 compared to as of December 31, 2022

•Total assets were $2.14 billion, an increase of $48.2 million, or 2.3%, from $2.09 billion.

•Gross loans were $1.76 billion, an increase of $81.2 million, or 4.8%, from $1.68 billion.

•Total deposits were $1.83 billion, a decrease of $60.6 million, or 3.2%, from $1.89 billion.

•Shareholders’ equity was $184.3 million, an increase of $7.4 million, or 4.2%, from $176.9 million.

For the three months ended September 30, 2023 compared to the three months ended September 30, 2022

•Net interest income decreased to $17.3 million, a decrease of $3.0 million, or 14.9%, from $20.3 million.

•Net income was $5.1 million or $0.33 per diluted common share, a decrease of $3.5 million, or 40.8%, from $8.7 million or $0.55 per diluted common share.

For the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022

•Net interest income decreased to $52.5 million, a decrease of $4.3 million, or 7.5%, from $56.7 million.

•Net income was $18.7 million or $1.21 per diluted common share, a decrease of $6.5 million, or 25.9%, from $25.3 million or $1.62 per diluted common share.

SELECTED FINANCIAL DATA



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in thousands, except share and per share data)	2023			2022			2023			2022
Income Statement Data:
Interest income	$	31,186		$	23,234		$	89,882		$	61,326
Interest expense	13,873			2,890			37,425			4,613
Net interest income	17,313			20,344			52,457			56,713
Provision for credit losses	1,359			662			1,021			1,999
Noninterest income	2,601			4,821			10,501			14,396
Noninterest expense	11,535			12,338			35,743			33,503
Income before income taxes	7,020			12,165			26,194			35,607
Income tax expense	1,899			3,515			7,448			10,325
Net income	5,121			8,650			18,746			25,282
Per Share Data:
Basic income per share	$	0.33		$	0.56		$	1.21		$	1.63
Diluted income per share	0.33			0.55			1.21			1.62
Book value per share	12.17			11.19			12.17			11.19
Shares of common stock outstanding	15,149,203			15,199,840			15,149,203			15,199,840
Performance Ratios:
Return on average assets(1)	0.96		%	1.77		%	1.18		%	1.80		%
Return on average equity(1)	11.07			19.91			13.69			19.91
Yield on total loans(1)	6.45			5.36			6.30			5.05
Yield on average earning assets(1)	6.08			4.92			5.91			4.56
Cost of average interest-bearing liabilities(1)	4.23			1.21			3.94			0.71
Cost of deposits(1)	2.83			0.65			2.57			0.37
Net interest margin(1)	3.38			4.31			3.45			4.22
Efficiency ratio(2)	57.92			49.03			56.77			47.11

(1) Annualized

(2) Represent noninterest expense divided by the sum of net interest income and noninterest income.



	As of
($ in thousands)	September 30, 2023			December 31, 2022
Balance Sheet Data:
Gross loans receivable	$	1,759,525		$	1,678,292
Loans held for sale	—			44,335
Allowance for credit losses	(21,617)			(19,241)
Total assets	2,142,675			2,094,497
Deposits	1,825,171			1,885,771
Shareholders’ equity	184,307			176,916
Asset Quality Data:
Nonperforming loans to gross loans receivable	0.24		%	0.18		%
Allowance for credit losses to nonperforming loans	513			625
Allowance for credit losses to gross loans receivable	1.23			1.15
Balance Sheet and Capital Ratios:
Gross loans receivable to deposits	96.40		%	89.00		%
Noninterest-bearing deposits to deposits	33.18			37.20
Average equity to average total assets	8.72			8.88
Leverage ratio	9.63			9.38
Common equity tier 1 ratio	12.09			11.87
Tier 1 risk-based capital ratio	12.09			11.87
Total risk-based capital ratio	13.31			13.06

RESULTS OF OPERATIONS

Net Income

We reported net income for the three months ended September 30, 2023 of $5.1 million, a decrease of $3.5 million, or 40.8%, compared to net income of $8.7 million for the same period of 2022. The decrease was primarily due to a $3.0 million decrease in net interest income, a $2.2 million decrease in noninterest income and a $697 thousand increase in provision for credit losses, offset by a $1.6 million decrease in income tax expense and a $803 thousand decrease in noninterest expense.



	Three Months Ended September 30,
($ in thousands)	2023		2022		Change
Interest income	$	31,186	$	23,234	$	7,952
Interest expense	13,873		2,890		10,983
Net interest income	17,313		20,344		(3,031)
Provision for credit losses	1,359		662		697
Noninterest income	2,601		4,821		(2,220)
Noninterest expense	11,535		12,338		(803)
Income before income tax expense	7,020		12,165		(5,145)
Income tax expense	1,899		3,515		(1,616)
Net income	$	5,121	$	8,650	$	(3,529)

We reported net income for the nine months ended September 30, 2023 of $18.7 million, a decrease of $6.5 million, or 25.9%, compared to net income of $25.3 million for the same period of 2022. The decrease was primarily due to a $4.3 million decrease in net interest income, a $3.9 million decrease in noninterest income and a $2.2 million increase

in noninterest expense, offset by a $2.9 million decrease income tax expense and a $1.0 million decrease in provision for credit losses.



	Nine Months Ended September 30,
($ in thousands)	2023		2022		Change
Interest income	$	89,882	$	61,326	$	28,556
Interest expense	37,425		4,613		32,812
Net interest income	52,457		56,713		(4,256)
Provision for credit losses	1,021		1,999		(978)
Noninterest income	10,501		14,396		(3,895)
Noninterest expense	35,743		33,503		2,240
Income before income tax expense	26,194		35,607		(9,413)
Income tax expense	7,448		10,325		(2,877)
Net income	$	18,746	$	25,282	$	(6,536)

Net Interest Income

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

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



	Three Months Ended September 30,
	2023						2022
($ in thousands)	Average Balance		Interest and Fees		Yield / Rate(1)		Average Balance		Interest and Fees		Yield / Rate(1)
Interest-earning assets:
Interest-bearing deposits in other banks	$	82,752	$	1,116	5.28	%	$	75,599	$	427	2.21	%
Federal funds sold and other investments(2)	16,176		301		7.44		12,221		146		4.78
Available-for-sale debt securities	199,205		1,519		3.05		172,696		881		2.04
Total investments	298,133		2,936		3.91		260,516		1,454		2.23
Commercial real estate loans	856,911		12,207		5.65		810,158		10,144		4.97
SBA loans	248,960		7,303		11.64		286,903		5,850		8.09
Commercial and industrial loans	117,578		2,340		7.90		140,098		1,952		5.53
Home mortgage loans	516,465		6,393		4.95		375,804		3,820		4.07
Consumer & other loans	274		7		10.01		1,037		14		4.88
Loans(3)	1,740,188		28,250		6.45		1,614,000		21,780		5.36
Total interest-earning assets	2,038,321		31,186		6.08		1,874,516		23,234		4.92
Noninterest-earning assets	84,580						83,398
Total assets	$	2,122,901					$	1,957,914

Interest-bearing liabilities:
Money market deposits and others	$	352,424	$	3,487	3.93	%	$	502,166	$	1,506	1.19	%
Time deposits	869,675		9,519		4.34		445,271		1,383		1.23
Total interest-bearing deposits	1,222,099		13,006		4.22		947,437		2,889		1.21
Borrowings	79,891		867		4.31		130		1		—
Total interest-bearing liabilities	1,301,990		13,873		4.23		947,567		2,890		1.21
Noninterest-bearing liabilities:
Noninterest-bearing deposits	599,262						806,289
Other noninterest-bearing liabilities	36,620						30,258
Total noninterest-bearing liabilities	635,882						836,547
Shareholders’ equity	185,029						173,800
Total liabilities and shareholders’ equity	$	2,122,901					$	1,957,914
Net interest income / interest rate spreads			$	17,313	1.85	%			$	20,344	3.71	%
Net interest margin					3.38	%					4.31	%

Cost of deposits					2.83	%					0.65	%
Cost of funds					2.90	%					0.65	%

(1)Annualized

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

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



	Nine Months Ended September 30,
	2023						2022
($ in thousands)	Average Balance		Interest and Fees		Yield / Rate(1)		Average Balance		Interest and Fees		Yield / Rate(1)
Interest-earning assets:
Interest-bearing deposits in other banks	$	78,736	$	2,965	4.97	%	$	80,659	$	665	1.09	%
Federal funds sold and other investments(1)	14,575		721		6.59		11,720		402		4.59
Available-for-sale debt securities	206,448		4,647		3.00		165,094		2,114		1.71
Total investments	299,759		8,333		3.69		257,473		3,181		1.65
Commercial real estate loans	845,340		35,208		5.57		757,950		26,689		4.71
SBA loans	262,130		21,459		10.94		332,659		17,392		6.99
Commercial and industrial loans	117,850		6,772		7.68		152,189		5,300		4.66
Home mortgage loans	504,188		18,070		4.78		296,331		8,731		3.93
Consumer & other loans	994		40		5.40		866		33		5.04
Loans(2)	1,730,502		81,549		6.30		1,539,995		58,145		5.05
Total interest-earning assets	2,030,261		89,882		5.91		1,797,468		61,326		4.56
Noninterest-earning assets	84,044						73,410
Total assets	$	2,114,305					$	1,870,878

Interest-bearing liabilities:
Money market deposits and others	$	373,041	$	9,837	3.53	%	$	461,821	$	2,260	0.65	%
Time deposits	833,603		25,471		4.09		403,242		2,352		0.78
Total interest-bearing deposits	1,206,644		35,308		4.91		865,063		4,612		0.71
Borrowings	63,078		2,117		4.49		44		1		3.00
Total interest-bearing liabilities	1,269,722		37,425		3.94		865,107		4,613		0.71
Noninterest-bearing liabilities:
Noninterest-bearing deposits	628,569						811,263
Other noninterest-bearing liabilities	33,377						25,213
Total noninterest-bearing liabilities	661,946						836,476
Shareholders’ equity	182,637						169,295
Total liabilities and shareholders’ equity	$	2,114,305					$	1,870,878
Net interest income / interest rate spreads			$	52,457	1.97	%			$	56,713	3.85	%
Net interest margin					3.45	%					4.22	%

Cost of deposits					2.57	%					0.37	%
Cost of funds					2.64	%					0.37	%

(1)Annualized

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

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



	Three Months Ended September 30,
	2023 vs 2022
	Increases (Decreases) Due to Change in
($ in thousands)	Volume		Rate		Total
Interest-earning assets:
Interest-bearing deposits in other banks	$	68	$	621	$	689
Federal funds sold and other investments	74		81		155
Available-for-sale debt securities	173		465		638
Total investments	315		1,167		1,482
Commercial real estate loans	626		1,437		2,063
SBA loans	(1,060)		2,513		1,453
Commercial and industrial loans	(429)		817		388
Home mortgage loans	1,654		919		2,573
Consumer & other loans	(15)		8		(7)
Total loans	776		5,694		6,470
Total interest-earning assets	1,091		6,861		7,952
Interest-bearing liabilities:
Money market deposits and others	(902)		2,883		1,981
Time deposits	3,304		4,832		8,136
Total interest-bearing deposits	2,402		7,715		10,117
Borrowings	734		132		866
Total interest-bearing liabilities	3,136		7,847		10,983
Net interest income	$	(2,045)	$	(986)	$	(3,031)



	Nine Months Ended September 30,
	2023 vs 2022
	Increases (Decreases) Due to Change in
($ in thousands)	Volume		Rate		Total
Interest-earning assets:
Interest-bearing deposits in other banks	$	(44)	$	2,344	$	2,300
Federal funds sold and other investments	154		165		319
Available-for-sale debt securities	738		1,795		2,533
Total investments	848		4,304		5,152
Commercial real estate loans	3,358		5,161		8,519
SBA loans	(4,608)		8,675		4,067
Commercial and industrial loans	(1,777)		3,249		1,472
Home mortgage loans	6,949		2,390		9,339
Consumer & other loans	5		2		7
Total loans	3,927		19,477		23,404
Total interest-earning assets	4,775		23,781		28,556
Interest-bearing liabilities:
Money market deposits and others	(456)		8,033		7,577
Time deposits	8,170		14,949		23,119
Total interest-bearing deposits	7,714		22,982		30,696
Borrowings	1,765		351		2,116
Total interest-bearing liabilities	9,479		23,333		32,812
Net interest income	$	(4,704)	$	448	$	(4,256)

Comparison for the Three Months Ended September 30, 2023 and 2022

Net interest income decreased $3.0 million, or 14.9%, primarily due to higher interest expense on deposits, partially offset by higher interest income on loans. Net interest margin was 3.38%, a decrease of 93 basis points from 4.31%.

A $10.1 million increase in interest expense on deposits was primarily due to a $274.7 million increase in average balance and a 301 basis point increase in average cost driven by the Federal Reserve’s rate increases.

A $6.5 million increase in interest income on loans was primarily due to a $126.2 million increase in average balance and a 109 basis point increase in loan yield as a result of the Federal Reserve’s rate increases.

Comparison for the Nine Months Ended September 30, 2023 and 2022

Net interest income decreased $4.3 million, or 7.5%, primarily due to higher interest expense on deposits, partially offset by higher interest income on loans. Net interest margin was 3.45%, a decrease of 77 basis points from 4.22%.

A $30.7 million increase in interest expense on deposits was primarily due to a $341.6 million increase in average balance and a 420 basis point increase in average cost driven by the Federal Reserve’s rate increases.

A $23.4 million increase in interest income on loans was primarily due to a $190.5 million increase in average balance and a 125 basis point increase in loan yield as a result of the Federal Reserve’s rate increases.

Provision for Credit Losses

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

The provision for credit losses of $1.4 million for the three months ended September 30, 2023 was composed of a $488 thousand in net charge-offs, a $356 thousand increase from loan balance and historical loss factor changes, and a $575 thousand increase in qualitative factor adjustments in the third quarter of 2023. The provision for credit losses was $662 thousand for the same period of 2022.

The provision for credit losses of $1.0 million for the nine months ended September 30, 2023 was composed of a $593 thousand in net charge-offs, a $692 thousand increase in qualitative factor adjustments in 2023, partially offset by a $250 thousand decrease on individually evaluated loans. The provision for credit losses was $2.0 million for the same period of 2022.

Noninterest Income

While interest income remains the largest single component of total revenues, noninterest income is also an important component. A portion of our noninterest income is associated with SBA lending activity, consisting of gains on the sale of loans sold in the secondary market and servicing income from loans sold with servicing retained. Other sources of noninterest income include service charges on deposit.

Comparison for the Three Months Ended September 30, 2023 and 2022

The following table sets forth the various components of our noninterest income for the three months ended September 30, 2023 and 2022:



	Three Months Ended September 30,
($ in thousands)	2023		2022		$ Change		% Change
Noninterest income:
Service charges on deposits	$	575	$	454	$	121	26.7	%
Loan servicing fees, net of amortization	468		610		(142)		(23.3)
Gain on sale of loans	1,179		3,490		(2,311)		(66.2)
Other income	379		267		112		41.9
Total noninterest income	$	2,601	$	4,821	$	(2,220)	(46.0)	%

Noninterest income for the three months ended September 30, 2023 was $2.6 million, a decrease of $2.2 million, or 46.0%, compared to $4.8 million for the same period of 2022, primarily due to a decrease of 2.3 million in gain on sale of loans.

Gain on sale of loans was $1.2 million for the three months ended September 30, 2023, compared to $3.5 million for the same period of 2022, a decrease of $2.3 million or 66.2%. The decrease was primarily due to a lower SBA loans sold amount and a lower average sales premium. We sold $23.4 million of SBA loans with an average premium of 6.50% for the three months ended September 30, 2023, compared to a sale of $59.3 million of SBA loans with an average premium of 6.67% in the same period of 2022.

Comparison for the Nine Months Ended 2023 and 2022

The following table sets forth the various components of our noninterest income for the Nine Months Ended September 30, 2023 and 2022:



	Nine Months Ended September 30,
($ in thousands)	2023		2022		$ Change		% Change
Noninterest income:
Service charges on deposit	$	1,566	$	1,269	$	297	23.4	%
Loan servicing fees, net of amortization	1,909		1,711		198		11.6
Gain on sale of loans	5,847		10,601		(4,754)		(44.8)
Other income	1,179		815		364		44.7
Total noninterest income	$	10,501	$	14,396	$	(3,895)	(27.1)	%

Noninterest income for the nine months ended September 30, 2023 was $10.5 million, a decrease of $3.9 million, or 27.1%, compared to $14.4 million for the same period of 2022, primarily due to a decrease of $4.8 million in gain on sale of loans, partially offset by increases $364 thousand in other income.

Gain on sale of loans was $5.8 million for the nine months ended September 30, 2023, compared to $10.6 million for the same period of 2022, a decrease of $4.8 million or 44.8%. The decrease was primarily due to a lower average sales premium and a lower SBA loans sold amount. We sold $104.8 million of SBA loans with an average premium of 6.91% for the nine months ended September 30, 2023, compared to a sale of $149.7 million of SBA loans with an average premium of 7.73% in the same period of 2022.

Other income was $1.2 million, an increase of $364 thousand from $815 thousand, primarily due to a $330 thousand decrease in holding loss on equity investment.

Noninterest Expense

Comparison for the Three Months Ended September 30, 2023 and 2022

The following table sets forth the major components of our noninterest expense for the three months ended September 30, 2023 and 2022:



	Three Months Ended September 30,
($ in thousands)	2023		2022		$ Change		% Change
Noninterest expense:
Salaries and employee benefits	$	7,014	$	7,343	$	(329)	(4.5)	%
Occupancy and equipment	1,706		1,537		169		11.0
Data processing and communication	369		586		(217)		(37.0)
Professional fees	440		602		(162)		(26.9)
FDIC insurance and regulatory assessments	333		238		95		39.9
Promotion and advertising	207		177		30		16.9
Directors' fees	164		170		(6)		(3.5)
Foundation donation and other contributions	529		875		(346)		(39.5)
Other expenses	773		810		(37)		(4.6)
Total noninterest expense	$	11,535	$	12,338	$	(803)	(6.5)	%

Noninterest expense for the three months ended September 30, 2023 was $11.5 million, compared with $12.3 million for the same period of 2022, a decrease of $803 thousand or 6.5%, primarily due to lower foundation donation and other contributions, salaries and employee benefits, and data processing and communication.

Foundation donations and other contributions for the three months ended September 30, 2023 was $529 thousand, compared to $875 thousand, a decrease of $346 thousand, of 39.5%. The decrease was primarily due to lower donation accruals for Open Stewardship as a result of lower net income.

Salaries and employee benefits for the three months ended September 30, 2023 was $7.0 million, compared to $7.3 million for the same period of 2022, a decrease of $329 thousand, or 4.5%. The decrease was primarily due to a lower accrual on employee incentives.

Data processing and communication for the three months ended September 30, 2023 was $369 thousand, compared to $586 thousand, a decrease of $217 thousand, or 37.0%. The decrease was primarily due to an accrual adjustment for a credit received on data processing fees.

Comparison for the Nine Months Ended 2023 and 2022



	Nine Months Ended September 30,
($ in thousands)	2023		2022		$ Change		% Change
Noninterest expense:
Salaries and employee benefits	$	21,947	$	20,109	$	1,838	9.1	%
Occupancy and equipment	4,874		4,404		470		10.7
Data processing and communication	1,465		1,571		(106)		(6.7)
Professional fees	1,180		1,290		(110)		(8.5)
FDIC insurance and regulatory assessments	1,220		637		583		91.5
Promotion and advertising	528		531		(3)		(0.6)
Directors' fees	535		537		(2)		(0.4)
Foundation donation and other contributions	1,876		2,542		(666)		(26.2)
Other expenses	2,118		1,882		236		12.5
Total noninterest expense	$	35,743	$	33,503	$	2,240	6.7	%

Noninterest expense for the nine months ended September 30, 2023 was $35.7 million, compared with $33.5 million for the same period of 2022, an increase of $2.2 million or 6.7%, primarily due to a higher salaries and employee benefits, FDIC insurance and regulatory assessments, and occupancy and equipment, partially offset by a lower foundation donation and other contributions.

Salaries and employee benefits for the nine months ended September 30, 2023 was $21.9 million, compared to $20.1 million for the same period of 2022, an increase of $1.8 million, or 9.1%. The increase was primarily due to a $1.0 million increase from 20 additional full-time employees to support our continued growth and a $656 thousand decrease in loan origination costs as a result of lower loan originations.

FDIC insurance and regulatory assessments for the nine months ended September 30, 2023 was $1.2 million, compared to $637 thousand, an increase of $583 thousand, or 91.5%. The increase was primarily due to our deposit growth from the same period of 2022 and increases in FDIC assessment fees in 2023.

Occupancy and equipment for the nine months ended September 30, 2023 was $4.9 million, compared to $4.4 million for the same period of 2022, an increase of $470 thousand, or 10.7%. The increase was primarily due to increases in leasehold improvements and equipment expense accrual adjustments.

Foundation donations and other contributions for the nine months ended September 30, 2023 was $1.9 million, compared to $2.5 million, a decrease of $666 thousand, or 26.2%. The decrease was primarily due to lower donation accruals for Open Stewardship as a result of lower net income.

Income Tax Expense

Income tax expense was $1.9 million and $3.5 million for the three months ended September 30, 2023 and 2022, respectively. Effective tax rates were 27.1% and 28.9% for the three months ended September 30, 2023 and 2022,

respectively. Income tax expense was $7.4 million and $10.3 million for the nine months ended September 30, 2023 and 2022, respectively. Effective tax rates were 28.4% and 29.0% for the nine months ended September 30, 2023 and 2022, respectively. The decrease in the effective tax rate was primarily due to adjustments for differences between the prior year tax provision and the final tax returns that were applied in the third quarter of 2023.

After consideration of the matters in the preceding paragraph, we have determined that it is more likely than not that net deferred tax assets as of September 30, 2023 will be fully realized in future years.

FINANCIAL CONDITION

Investment Portfolio

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

We classify our securities as either available-for-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 our available-for-sale securities.

All securities in our investment portfolio were classified as available-for-sale as of September 30, 2023. There were no held-to-maturity or trading securities in our investment portfolio as of September 30, 2023. All available-for-sale securities are carried at fair value and consist of U.S. government agencies or sponsored agency securities and tax-exempt municipal securities.

Available-for-sale debt securities decreased $18.5 million, or 8.8%, to $191.3 million at September 30, 2023 from $209.8 million at December 31, 2022, primarily due to principal paydowns of 18.9 million, mainly offset by purchases of $5.6 million in tax exempt municipal securities for the nine months ended September 30, 2023. No issuer of the available-for-sale securities, other than U.S. Government and its agencies, comprised more than ten percent of our shareholders’ equity as of September 30, 2023 and December 31, 2022.

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



	September 30, 2023						December 31, 2022
($ in thousands)	Amortized Cost		Fair Value		Unrealized Loss		Amortized Cost		Fair Value		Unrealized Loss
U.S. Government agencies or sponsored agency securities:
Residential mortgage-backed securities	$	49,819	$	43,361	$	(6,458)	$	55,189	$	49,764	$	(5,425)
Residential collateralized mortgage obligations	166,195		142,871		(23,324)		179,953		160,045		(19,908)
Municipal securities - tax exempt	5,701		5,081		(620)		—		—		—
Total available-for-sale debt securities	$	221,715	$	191,313	$	(30,402)	$	235,142	$	209,809	$	(25,333)

Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. The unrealized losses were primarily attributable to interest rate movement, not credit quality. These securities (Fannie Mae, Ginnie Mae, and Freddie Mac) are guaranteed or sponsored by agencies of the U.S. government, and the issuers of the securities are of high credit quality. We believe that the net unrealized losses presented in the previous tables are temporary

and no credit losses are expected. As a result, we expects full collection of the carrying amount of these securities, does not intend to sell the securities in an unrealized loss position, and it was more-likely-than-not we will not have to sell these securities prior to recovery of amortized cost. Accordingly, for available-for-sale debt securities, we did not record allowance for credit losses on January 1, 2023 and does not have allowance for credit losses as of September 30, 2023.

The following table sets forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of the dates presented. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.



	September 30, 2023
	Due in One Year or Less				Due after One Year Through Five Years				Due after Five Years Through Ten Years				Due after Ten Years
($ in thousands)	Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield		Amortized Cost		Weighted Average Yield
U.S. Government agencies or sponsored agency securities:
Residential mortgage-backed securities	$	—	—	%	$	1,222	2.17	%	$	692	2.37	%	$	47,905	2.25	%
Residential collateralized mortgage obligations	—		—		284		1.82		2,859		1.45		163,052		2.81
Municipal securities - tax exempt	—		—		—		—		—		—		5,701		5.13
Total available-for-sale debt securities	$	—	—	%	$	1,506	2.11	%	$	3,551	1.63	%	$	216,658	2.75	%

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

Loans

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

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



	September 30, 2023				December 31, 2022
($ in thousands)	Amount		% of Total		Amount		% of Total
Commercial real estate	$	878,824	50.0	%	$	842,208	50.1	%
SBA—real estate	225,579		12.8		221,340		13.2
SBA—non-real estate	14,575		0.8		13,377		0.8
Commercial and industrial	124,632		7.1		116,951		7.0
Home mortgage	515,789		29.3		482,949		28.8
Consumer	126		—		1,467		0.1
Gross loans receivable	1,759,525		100.0	%	1,678,292		100.0	%
Allowance for credit losses	(21,617)				(19,241)
Loans receivable, net(1)	$	1,737,908			$	1,659,051

(1) Includes net deferred loan costs(fees) and unamortized premiums(unaccreted discounts) of $314 thousand and $160 thousand as of September 30, 2023 and December 31, 2022, respectively.

Gross loans increased $81.2 million, or 4.8%, to $1.76 billion as of September 30, 2023, compared to $1.68 billion as of December 31, 2022. The increase was primarily attributable to new loan production of $277.6 million, partially offset by loan payoffs and paydowns of $170.3 million.

The following tables presents the contractual loan maturities by loan category and the contractual distribution of loans to changes in interest rates as of September 30, 2023 and December 31, 2022:



	September 30, 2023
	Due in One Year or Less				Due after One Year Through Five Years				Due after Five Years
($ in thousands)	Fixed Rate		Adjustable Rate		Fixed Rate		Adjustable Rate		Fixed Rate		Adjustable Rate		Total
Commercial real estate	$	52,161	$	64,183	$	403,477	$	87,637	$	228,324	$	43,042	$	878,824
SBA—real estate	—		—		—		27		—		225,552		225,579
SBA—non- real estate	—		139		1		3,524		—		10,911		14,575
Commercial and industrial	25,688		26,661		8,681		22,020		24,976		16,606		124,632
Home mortgage	—		—		—		—		493,391		22,398		515,789
Consumer	—		126		—		—		—		—		126
Gross loans	$	77,849	$	91,109	$	412,159	$	113,208	$	746,691	$	318,509	$	1,759,525



	December 31, 2022
	Due in One Year or Less				Due after One Year Through Five Years				Due after Five Years
($ in thousands)	Fixed Rate		Adjustable Rate		Fixed Rate		Adjustable Rate		Fixed Rate		Adjustable Rate		Total
Commercial real estate	$	27,735	$	33,894	$	387,902	$	116,088	$	248,812	$	27,777	$	842,208
SBA—real estate	—		—		—		34		—		221,306		221,340
SBA—non- real estate	—		75		442		3,964		—		8,896		13,377
Commercial and industrial	8,905		27,917		1,611		28,082		31,185		19,251		116,951
Home mortgage	—		—		—		—		465,749		17,200		482,949
Consumer	—		1,136		—		331		—		—		1,467
Gross loans	$	36,640	$	63,022	$	389,955	$	148,499	$	745,746	$	294,430	$	1,678,292

Our loan portfolio is concentrated in commercial real estate, which includes unguaranteed balances in SBA loans, home mortgage and commercial (primarily manufacturing, wholesale, and services oriented entities). We do not have any material concentrations by industry or group of industries in the loan portfolio. However, 92.1% of our gross loans were secured by real property as of September 30, 2023, compared to 92.1% as of December 31, 2022.

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

Commercial real estate loans include owner-occupied and non-occupied commercial real estate. We originate both fixed and adjustable rate loans. Adjustable rate loans are based on the Wall Street Journal prime rate. Our commercial real estate loan portfolio totaled $878.8 million at September 30, 2023 compared to $842.2 million at December 31, 2022. During the nine months ended September 30, 2023, we originated $87.4 million of commercial real estate loans. As of September 30, 2023, approximately 77.8% of the commercial real estate portfolio consisted of fixed-rate loans. Our policy maximum loan-to-value, or LTV, is 70% for commercial real estate loans. As of September 30, 2023, our average loan to value for commercial real estate loans was 49.8%.

Loans — SBA: We are designated as an SBA Preferred Lender under the SBA Preferred Lender Program. We offer mostly SBA 7(a) variable-rate loans. We generally sell the 75% guaranteed portion of the SBA loans that we originate. Our SBA loans are typically made to small-sized manufacturing, wholesale, retail, hotel/motel and service businesses for working capital needs or business expansions. SBA loans have maturities up to 25 years. Typically, non-real estate secured loans mature in less than 10 years. Collateral may also include inventory, accounts receivable and equipment, and may include personal guarantees. Our unguaranteed SBA loans collateralized by real estate are monitored by collateral type and included in our commercial real estate Concentration Guidance.

As of September 30, 2023, our SBA portfolio totaled $240.2 million, compared to $234.7 million as of December 31, 2022. We originated $89.6 million for the nine months ended September 30, 2023. We sold SBA loans of $104.8 million with a 6.91% average premium during the nine months ended September 30, 2023.

From our total SBA loan portfolio, $225.6 million is secured by real estate and $14.6 million is unsecured or secured by business assets as of September 30, 2023.

Loans — Commercial and Industrial: Commercial and industrial loans totaled $124.6 million as of September 30, 2023, compared to $117.0 million as of December 31, 2022. We originated $48.0 million for the nine months ended September 30, 2023.

Loans - Home Mortgage: We originate mainly non-qualified, alternative documentation single-family home mortgage loans (“home mortgage”) primarily through our retail branch network and our correspondent lender network. The primary loan product is a five-year or seven-year hybrid adjustable rate mortgage, which reprices after five years to a selected SOFR plus certain spreads. We also purchase residential mortgage loans from third party mortgage originators based on the review of their underwriting and file quality as opportunities arise.

Home mortgage loans totaled $515.8 million as of September 30, 2023, compared to $482.9 million as of December 31, 2022. For the nine months ended September 30, 2023, we originated $52.5 million of home mortgage loans and purchased $21.9 million of home mortgage loans from third party mortgage originators.

Loan Servicing

As of September 30, 2023 and December 31, 2022, we serviced $706.9 million and $707.1 million, respectively, of SBA and USDA loans for others. Activity for loan servicing rights was as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in thousands)	2023		2022		2023		2022
Beginning balance	$	12,654	$	12,341	$	12,759	$	12,720
Additions from loans sold with servicing retained	505		1,532		2,474		3,681
Amortized to expense	(1,228)		(984)		(3,302)		(3,512)
Ending balance	$	11,931	$	12,889	$	11,931	$	12,889

Loan servicing rights are reported on our Consolidated Balance Sheets and reported net of amortization.

Allowance for Credit Losses

We adopted ASU 2016-13 using a modified retrospective approach on January 1, 2023 without electing the fair value option on eligible financial instruments under ASU 2019-05. We replaced the current incurred loss accounting model with the Current Expected Credit Losses ("CECL") approach for financial instruments measured at amortized cost and other commitments to extend credit. CECL requires the immediate recognition of estimated credit losses expected to occur over the estimated remaining life of the asset. The forward-looking concept of CECL requires loss estimates to consider historical experience, current conditions and reasonable and supportable forecasts.

The adoption of this ASU increased the allowance for credit losses by $1.9 million and allowance for off-balance sheet commitments by $184 thousand. We also recorded a deferred tax assets of $624 thousand and decrease to opening retained earnings of $1.5 million on January 1, 2023. The increase to allowance for credit losses was primarily longer duration of home mortgage loans, offset primarily by shorter duration of commercial and industrial loans. We did not record an allowance for credit losses on our available-for-sale debt securities as a result of this adoption. Disclosures for periods after January 1, 2023 are presented in accordance with ASC 326 while prior period amounts continue to be reported in accordance with previously applicable standards and the accounting policies.

We employ a modeled approach that takes into account current and future economic conditions to estimate lifetime expected losses on a collective basis. With the adoption of CECL, we elected not to consider accrued interest

receivable in its estimated credit losses because we write off uncollectible accrued interest receivable in a timely manner. We consider writing off accrued interest amounts once the amounts become 90 days past due to be considered within a timely manner. We have elected to write off accrued interest receivable by reversing interest income. We use transition matrices to develop the Probability of Default ("PD") and Loss Given Default ("LGD") approach, incorporating quantitative factors and qualitative considerations in the calculation of the allowance for credit losses for collectively assessed loans. The model provides forecasts of PD and LGD based on national unemployment rates using regression analysis. We incorporate future economic conditions using a weighted multiple scenario approach: baseline and adverse. We apply a reasonable and supportable period of one year for the baseline scenario and two years for the adverse scenario, after which loss assumptions revert to historical loss information through a one-year reversion period for the baseline scenario and a two-year reversion period for the adverse scenario.

In order to quantify the credit risk impact of other trends and changes within the loan portfolio, we utilize qualitative adjustments to the modeled estimated loss approaches. The parameters for making adjustments are established under a Credit Risk Matrix that provides different possible scenarios for each of the factors listed below. The Credit Risk Matrix and the possible scenarios enable the Bank to qualitatively adjust the loss rates. This matrix considers the following nine factors, which are patterned after the guidelines provided under the Federal Financial Institutions Examination Council Interagency Policy Statement on the Allowance for Credit Losses, updated to reflect the adoption of CECL:

• Changes in lending policies and procedures, including changes in underwriting standards and practices for collection, charge-offs, and recoveries;

• Actual and expected changes in national and local economic and business conditions and developments in which the institution operates that affect the collectivity of loans;

• Changes in the nature and volume of the loan portfolio;

• Changes in the experience, ability, and depth of lending management and staff;

• Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified loans;

• Changes in the quality of the credit review function;

• Changes in the value of the underlying collateral for loans that are not collateral-dependent;

• The existence, growth, and effect of any concentrations of credit, and

• The effect of other external factors, such as the regulatory, legal and technological environments; competition; and events such as natural disasters.

For loans that do not share similar risk characteristics such as nonaccrual loans above $250 thousand, we evaluate these loans on an individual basis in accordance with ASC 326. Such nonaccrual loans are considered to have different risk profiles than performing loans and are therefore evaluated individually. We elected to collectively assess nonaccrual loans with balances below $250 thousand along with the performing and accrual loans, in order to reduce the operational burden of individually assessing small nonaccrual loans with immaterial balances. For individually assessed loans, the allowance for credit losses is measured using either 1) the present value of future cash flows discounted at the loan’s effective interest rate; or 2) the fair value of the collateral, if the loan is collateral-dependent. For the collateral-dependent loans, we obtain a new appraisal to determine the fair value of collateral. The appraisals are based on an “as-is” valuation. To ensure that appraised values remain current, we obtain updated appraisals every twelve months from a qualified independent appraiser. If the fair value of the collateral is less than the amortized balance of the loan, we recognize an allowance for credit losses with a corresponding charge to the provision for credit losses.



($ in thousands)	Hotel / Motel		Gas Station		Single-Family Residential		Total
As of September 30, 2023
Commercial real estate	$	739	$	—	$	—	$	739
SBA—real estate(1)	422		351		—		773
Home mortgage	—		—		2,241		2,241
Total	$	1,161	$	351	$	2,241	$	3,753

(1) Excludes guaranteed portion of SBA loans of $3.4 million as of September 30, 2023.

We maintain a separate allowance for credit losses for off-balance sheet commitments. We use an estimated funding rate to allocate an allowance to undrawn exposures. This funding rate is used as a credit conversion factor to capture how much undrawn lines of credit can potentially become drawn at any point. The funding rate is determined based on a look-back period of 8 quarters. Credit loss is not estimated for off-balance sheet commitments that are unconditionally cancellable by us.

The allowance for credit losses was $21.6 million as of September 30, 2023, compared to $19.2 million as of December 31, 2022. $1.4 million provision of credit losses was recorded for the three months ended September 30, 2023, compared to provision for credit losses of $662 thousand for the same period in 2022.

Analysis of the Allowance for Credit Losses

The following table provides an analysis of the allowance for credit losses, provision for credit losses and net charge-offs, by category, for the three months ended September 30, 2023 and 2022:



	As of and for the Three Months Ended September 30,
	2023									2022
($ in thousands)	Beginning		Provision (Reversal)		Net (Charge-offs) Recoveries		Ending			Beginning		Provision (Reversal)		Net (Charge-offs) Recoveries		Ending
Commercial real estate	$	6,784	$	1,171	$	(457)	$	7,498		$	7,743	$	(895)	$	—	$	6,848
SBA—real estate	1,218		34		(35)		1,217			1,800		(261)		—		1,539
SBA—non- real estate	55		91		4		150			135		7		5		147
Commercial and industrial	1,270		(115)		—		1,155			2,102		291		—		2,393
Home mortgage	11,472		125		—		11,597			5,913		1,521		—		7,434
Consumer	3		(3)		$	—	—			9		(1)		—		8
Total	$	20,802	$	1,303	$	(488)	$	21,617		$	17,702	$	662	$	5	$	18,369
Gross loans(1)							$	1,759,525								$	1,618,018
Average loans(1)							$	1,740,188								$	1,561,374
Net (charge-offs) recoveries to average gross loans(2)							(0.11)		%							0.00		%
Allowance for credit losses to gross loans							1.23		%							1.14		%

(1)Excludes loans held for sale.

(2)Annualized.

The following table provides an analysis of the allowance for credit losses, provision for credit losses and net charge-offs, by category, for the nine months ended September 30, 2023 and 2022:



	As of and for the Nine Months Ended September 30,
	2023											2022
($ in thousands)	Beginning		Impact of CECL Adoption		(Reversal) Provision		Net (Charge-offs) Recoveries		Ending			Beginning		(Reversal) Provision		Net (Charge-offs) Recoveries		Ending
Commercial real estate	$	6,951	$	875	$	220	$	(548)	$	7,498		$	8,150	$	(1,302)	$	—	$	6,848
SBA—real estate	1,607		(238)		(106)		(46)		1,217			2,022		(476)		(7)		1,539
SBA—non- real estate	207		(142)		84		1		150			199		(100)		48		147
Commercial and industrial	1,643		(320)		(168)		—		1,155			2,848		(455)		—		2,393
Home mortgage	8,826		1,753		1,018		—		11,597			2,891		4,543		—		7,434
Consumer	7		(4)		(3)		$	—	—			13		(6)		1		8
Total	$	19,241	$	1,924	$	1,045	$	(593)	$	21,617		$	16,123	$	2,204	$	42	$	18,369
Gross loans(1)									$	1,759,525								$	1,618,018
Average loans(1)									$	1,730,502								$	1,458,410
Net (charge-offs) recoveries to average gross loans(2)									(0.05)		%							(0.01)		%
Allowance for credit losses to gross loans									1.23		%							1.14		%

(1)Excludes loans held for sale.

(2)Annualized.

The following table presents an allocation of the allowance for credit losses by portfolio as of September 30, 2023 and December 31, 2022:



	September 30, 2023				December 31, 2022
($ in thousands)	Amount		% to Total		Amount		% to Total
Commercial real estate	$	7,498	34.7	%	$	6,951	36.1	%
SBA—real estate	1,217		5.6		1,607		8.4
SBA—non- real estate	150		0.7		207		1.1
Commercial and industrial	1,155		5.3		1,643		8.5
Home mortgage	11,597		53.7		8,826		45.9
Consumer	—		—		7		—
Total	$	21,617	100.0	%	$	19,241	100.0	%

Nonperforming Assets

Loans are considered delinquent when principal or interest payments are past due 30 days or more. Delinquent loans may remain on accrual status between 30 days and 90 days past due. Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Typically, the accrual of interest on loans is discontinued when principal or interest payments are 90 days past due or when, in the opinion of management, there is a reasonable doubt as to collectability in the normal course of business. When loans are placed on non-accrual status, all interest previously accrued, but not collected, is reversed against current period interest income. Income on non-accrual loans is subsequently recognized only to the extent that cash is received, and the loan’s principal balance is deemed collectible. Loans are restored to accrual status when loans become well-secured and management believes full collectability of principal and interest is probable.

Nonperforming loans include loans that are 90 days past due and still accruing, loans accounted for on a non-accrual basis and accruing restructured loans. Nonperforming assets consist of nonperforming loans plus other real estate owned ("OREO").

Nonperforming loans were $4.2 million at September 30, 2023, compared to $2.0 million at December 31, 2022. Nonperforming loans excluded the guaranteed portion of SBA loans of $5.2 million and $1.0 million as of September 30, 2023 and December 31, 2022, respectively.

Real estate we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as OREO until sold, and is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. We had no OREO as of September 30, 2023 and December 31, 2022.

The following table sets forth the allocation of our nonperforming assets among our different asset categories as of the dates indicated. Nonperforming loans include non-accrual loans, loans past due 90 days or more and still accruing interest, and loans modified under troubled debt restructurings.



($ in thousands)	September 30, 2023			December 31, 2022
Nonaccrual loans	$	4,211		$	2,034
Past due loans 90 days or more and still accruing	—			—
Total nonperforming loans(1)	4,211			2,034
OREO	—			—
Total nonperforming assets	$	4,211		$	2,034
Nonperforming loans to gross loans	0.24		%	0.12		%
Nonperforming assets to total assets	0.20		%	0.10		%
Allowance for credit losses to nonperforming loans	513		%	946		%

(1)Excludes guaranteed portion of SBA loans of $5.2 million and $1.0 million as of September 30, 2023 and December 31, 2022, respectively.

Deposits and Other Sources of Funds

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

The following table show the composition of deposits by type as of the dates presented:



	September 30, 2023				December 31, 2022
($ in thousands)	Amount		Percent		Amount		Percent
Noninterest-bearing demand	$	605,509	33.2	%	$	701,584	37.2	%
Interest-bearing:
Money market and others	348,869		19.1		526,321		27.9
Time deposits (more than $250)	420,162		23.0		356,197		18.9
Time deposits ($250 or less)	450,631		24.7		301,669		16.0
Total interest-bearing	1,219,662		66.8		1,184,187		62.8
Total deposits	$	1,825,171	100.0	%	$	1,885,771	100.0	%

The following tables set forth the maturity of time deposits as of September 30, 2023:



	Maturity Within:
($ in thousands)	Three Months		Three to Six Months		Six to 12 Months		After 12 Months		Total
Time deposits (more than $250)	$	184,757	$	141,526	$	92,393	$	1,486	$	420,162
Time deposits ($250 or less)	178,507		92,788		137,314		42,022		450,631
Total time deposits	$	363,264	$	234,314	$	229,707	$	43,508	$	870,793

Other than deposits, we also utilized FHLB advances as a supplementary funding source to finance our operations. The advances from the FHLB are collateralized by residential and commercial real estate loans. As of September 30, 2023 and December 31, 2022, we had maximum borrowing capacity from the FHLB of $661.6 million and $582.8 million, respectively. We had $95.0 million borrowings from FHLB as of September 30, 2023 and no borrowing from FHLB as of December 31, 2022.

Liquidity and Capital Recourses

Liquidity refers to the measure of our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs, all at a reasonable cost. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders. Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, and increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent necessary to meet additional liquidity requirements on either a short-term or long-term basis.

Deposits are the primarily funding source for the Bank. Deposits provide a stable source of funding and reduce our reliance on the wholesale funding markets. The following table presents the loan and deposit balances, the loans-to-deposit ratios, and deposits as a percentage of total liabilities as of September 30, 2023 and December 31, 2022:



($ in thousands)	September 30, 2023			December 31, 2022
Deposits	$	1,825,171		$	1,885,771
Deposits as a % of total liabilities	93.2		%	98.3		%
Loans, net	$	1,737,908		$	1,659,051
Loans-to-deposits ratio	95.2		%	88.0		%

In addition to deposits, we have access to various sources of wholesale funding, as well as borrowing capacity at the FHLB, Federal Reserve, and correspondent banks to sustain an adequate liquid asset portfolio, meet daily cash demands and allow management flexibility to execute the business strategy. Economic conditions and the stability of capital markets impact the access to and the cost of wholesale funding. The access to capital markets is also affected by the ratings received from various credit rating agencies.

We had $100.0 million of unsecured federal funds lines with no amounts advanced as of September 30, 2023 and December 31, 2022. In addition, on such dates we had lines of credit from the Federal Reserve discount window of $186.4 million and $175.6 million. The Federal Reserve discount window lines were collateralized by a pool of commercial real estate loans and commercial and industrial loans totaling $260.5 million and $254.7 million as of September 30, 2023 and December 31, 2022, respectively. We did not have any borrowings outstanding with the Federal Reserve as of September 30, 2023 or December 31, 2022, and our borrowing capacity is limited only by eligible collateral.

Based on the values of loans pledged as collateral, we had $375.9 million of additional borrowing availability with the FHLB as of September 30, 2023. We also maintain relationships in the capital markets with brokers to issue certificates of deposit and money market accounts.

We maintain ample access to liquidity, including highly liquid assets on our balance sheet and available unused borrowings from other financial institutions. The following table presents our liquid assets and available borrowings as of September 30, 2023 and December 31, 2022:



($ in thousands)	September 30, 2023			December 31, 2022			% Change
Liquid assets:
Cash and cash equivalents	$	105,740		$	82,972		27.4	%
AFS debt securities	191,313			209,809			(8.8)
Liquid assets	$	297,053		$	292,781		1.5	%
Liquid assets to total deposits	16.3		%	15.5		%
Available borrowings:
FHLB	$	375,874		$	440,358		(14.6)	%
Federal Reserve Bank	186,380			175,605			6.1
Pacific Coast Bankers Bank	50,000			50,000			—
Zions Bank	25,000			25,000			—
First Horizon Bank	25,000			24,950			0.2
Total available borrowings	$	662,254		$	715,913		(7.5)	%
Total available borrowings to total deposits	36.3		%	38.0		%

Liquid assets and available borrowings to total deposits	52.6		%	53.5		%

The following tables summarizes short- and long-term material cash requirements as of September 30, 2023, which we believe that we will be able to fund these obligations through cash generated from our operations and available alternative sources of funds:



	Material Cash Requirements
($ in thousands)	Within One Year		One to Three Years		Three to Five Years		After Five Years		Indeterminable maturity(1)		Total
Deposits(1)	$	363,264	$	489,764	$	17,765	$	—	$	954,378	$	1,825,171
Operating lease commitments	2,604		3,917		3,757		2,306		—		12,584
Advances from FHLB(2)	20,000		75,000		—		—		—		95,000
Commitments to fund investment for Low Income Housing Tax Credit	4,571		2,246		139		229		—		7,185
Total contractual obligations	$	390,439	$	570,927	$	21,661	$	2,535	$	954,378	$	1,939,940

(1)Includes deposits with no defined maturity, such as noninterest-bearing demand, savings and money market.

(2)Excludes accrued interest.

In addition to contractual obligations, other commitments of us impact liquidity. These include unused commitments to extend credit, standby letters of credit and commercial letters of credit. Since many of these commitments expire without being drawn upon, and each customer must continue to meet the conditions established in the contract, the total amount of these commercial commitments does not necessarily represent the future cash requirements of us. Our liquidity sources have been, and are expected to be, sufficient to meet the cash requirements of its lending activities, Information about our loan commitments, standby letters of credit and commercial letters of credit is provided in Note 9. Commitments and Contingencies to the Consolidated Financial Statements in this Form 10-Q.

Capital Requirements

We are subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital requirements may result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for “prompt corrective action”, we must meet specific capital guidelines

that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies. The capital amounts and classifications are subject to qualitative judgments by the federal banking regulators regarding components, risk weightings and other factors. Qualitative measures established by regulation to ensure capital adequacy required us to maintain minimum amounts and various ratios of CET1 capital, Tier 1 capital and total capital to risk-weighted assets and of Tier 1 capital to average consolidated assets, referred to as the “leverage ratio.”

The table below also summarizes the capital requirements applicable to us and the Bank in order to be considered “well-capitalized” from a regulatory perspective, as well as our and the Bank’s capital ratios as of September 30, 2023 and December 31, 2022. The Bank exceeded all regulatory capital requirements under the Basel III Capital Rules and were considered to be “well-capitalized” as of the dates reflected in the table below. As of September 30, 2023, the FDIC categorized us as well-capitalized under the prompt corrective action framework. There have been no conditions or events since September 30, 2023 that management believes would change this classification.



As of 9/30/2023	Actual(1)				Regulatory Capital Ratio Requirements				Minimum to be Considered "Well Capitalized"				Regulatory Capital Ratio Requirements, including fully phased in Capital Conservation Buffer
($ in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk-weighted assets)
Consolidated	$	227,275	13.31	%	N/A		N/A		N/A		N/A		N/A		N/A
Bank	225,386		13.20		$	136,568	8.00	%	$	170,711	10.00	%	$	179,246	10.50	%
Tier 1 capital (to risk-weighted assets)
Consolidated	206,350		12.09		N/A		N/A		N/A		N/A		N/A		N/A
Bank	204,461		11.98		102,426		6.00		136,568		8.00		145,104		8.50
CET1 capital (to risk-weighted assets)
Consolidated	206,350		12.09		N/A		N/A		N/A		N/A		N/A		N/A
Bank	204,461		11.98		76,820		4.50		110,962		6.50		119,497		7.00
Tier 1 leverage (to average assets)
Consolidated	206,350		9.63		N/A		N/A		N/A		N/A		N/A		N/A
Bank	204,461		9.55		85,675		4.00		107,093		5.00		85,675		4.00

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



As of December 31, 2022	Actual(1)				Regulatory Capital Ratio Requirements				Minimum to be Considered "Well Capitalized"				Regulatory Capital Ratio Requirements, including fully phased in Capital Conservation Buffer
($ in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk-weighted assets)
Consolidated	$	213,862	13.06	%	N/A		N/A		N/A		N/A		N/A		N/A
Bank	211,981		12.94		$	131,020	8.00	%	$	163,775	10.00	%	$	171,964	10.50	%
Tier 1 capital (to risk-weighted assets)
Consolidated	194,358		11.87		N/A		N/A		N/A		N/A		N/A		N/A
Bank	192,477		11.75		98,265		6.00		131,020		8.00		139,209		8.50
CET1 capital (to risk-weighted assets)
Consolidated	194,358		11.87		N/A		N/A		N/A		N/A		N/A		N/A
Bank	192,477		11.75		73,699		4.50		106,454		6.50		114,642		7.00
Tier 1 leverage (to average assets)
Consolidated	194,358		9.38		N/A		N/A		N/A		N/A		N/A		N/A
Bank	192,477		9.29		82,836		4.00		103,545		5.00		82,836		4.00

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Interest Rate Risk

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

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

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

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

lower net interest income, as rates paid on our interest-bearing liabilities would reprice upward more quickly than rates earned on our interest-earning assets, thus compressing our net interest margin.

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

Evaluation of Interest Rate Risk

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

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

Potential changes to our net interest income in hypothetical rising and declining rate scenarios calculated as of September 30, 2023 and December 31, 2022 are presented in the following table. The projections assume (1) immediate, parallel shifts downward of the yield curve of 100, 200 and 300 basis points and (2) immediate, parallel shifts upward of the yield curve of 100, 200, and 300 basis points over 12 months.



	Net Interest Sensitivity				Economic Value of Equity Sensitivity
	September 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022

+300 basis points	(4.60)	%	0.12	%	(41.93)	%	(42.72)	%
+200 basis points	(2.08)		1.13		(21.26)		(23.29)
+100 basis points	(0.69)		0.97		(8.79)		(9.11)
-100 basis points	1.15		(0.94)		4.40		(1.78)
-200 basis points	3.90		(0.70)		4.24		(7.31)
-300 basis points	7.32		(3.24)		(0.11)		(18.42)

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

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

Changes in internal control over financial reporting

We identified, designed, and documented additional internal controls to address new risks posed by the new processes and estimation activities resulting from the CECL adoption. However, there have not been any material changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period covered to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

In the normal course of business, we are subject to legal proceedings or claims. Management has reviewed all legal claims against us and possible loss contingencies, and does not expect the amounts to be material to any of the consolidated financial statements.

Item 1A. Risk Factors.

A discussion of the risk factors affecting us is set forth in Part I, Item 1A. Risk Factors in our 2022 Annual Report on Form 10-K. The discussion of risk factors provides a description of some of the important risk factors that could affect our actual results and could cause our results to vary materially from those expressed in public statements or documents. In addition to the disclosures set forth in such report, certain factors that developed or were discovered after the date of our Form 10-K are set forth below, and you should read those discussions carefully. However, other factors besides those included in the discussion of risk factors or discussed elsewhere in other of our reports filed with or furnished to the SEC could affect our business or results. The readers should not consider any description of such factors to be a complete set of all potential risks that we may face.

Recent and continuing uncertainties surrounding the banking sector may disproportionately affect our business.

During the first quarter and early in the second quarter of 2023, a number of regional banks suffered liquidity crises that ultimately resulted in their closure by federal and state banking regulators. During and since those failures, customer confidence in the safety of their deposits has declined, particularly with respect to uninsured deposits. News articles and other media items have created greater skepticism among all banking customers, and both the news media and customers have tended to scrutinize smaller institutions much more closely than larger ones. Although we have been largely successful in maintaining our depositors’ confidence, a continuation or exacerbation of these developments may further erode customer confidence generally or with respect to smaller institutions such as the Bank. In part in response to these concerns, we have been forced to maintain, and we expect to continue to maintain, higher liquidity levels, which will limit our ability to invest funds from customer deposits into higher-yielding investments and thus will adversely impact our net income. Further, if we cannot maintain sufficient liquidity to assure an ability to meet customer withdrawal demands, our business could suffer or, in particularly acute circumstances, could fail. Because the Bank is the Company's primary operating subsidiary and is responsible for substantially all of the Company's financial capacity, a failure of the Bank would materially and adversely affect the value of the Company's securities.

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 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 625% as of December 31, 2022, to 513% 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.

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 (“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 interest rate environment and the prices of financial institutions stocks are often highly correlated, in particular during times of stress. These adverse conditions often tend to affect community banks disproportionately. These circumstances have at times adversely affected, and in the future are likely to continue to adversely affect, 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 Bank's securities portfolio, and the Bank 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 Bank were required to sell such securities to meet liquidity needs, including in the event of deposit outflows or slower deposit growth.

The loss of the Bank's 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.

We may be subject to greater than ordinary degrees of scrutiny from federal and state banking regulators.

In times of significant uncertainty surrounding the banking industry, federal and state banking regulators have tended to scrutinize regulated institutions much more closely to assure the safety and soundness of deposits, the security of the banking system, and the integrity of the Federal Deposit Insurance Fund. These measures, as well as consumer protection regulations, are intended solely for the protection of depositors and other customers, and banking regulators charged with enforcing those regulations are not focused on the protection of shareholders. Among other things, regulators are vested with broad discretion regarding the adequacy of a bank’s liquidity and the quality of its loan and deposit portfolios. We expect the recent failures of two regional banks in California to cause our regulators to scrutinize our assets and our liquidity much more carefully. While we believe we have taken appropriate measures to respond to current market conditions and trends, our regulators may disagree, and may require us to take further actions such as increasing liquidity, reducing our loan-to-deposit ratio, increasing our reserves for credit losses, or both, or to take other measures to protect customers or the Deposit Insurance Fund. If our regulators impose additional requirements in response to these conditions, we may experience further reductions to our net income or we may be required to take other actions that adversely affect our results of operations.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.


Exhibit Number						Description
3.1						Articles of Incorporation of OP Bancorp (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form S-1 Registration Statement (Registration No. 333-223444) filed on March 5, 2018)

3.2						Amended and Restated Bylaws of OP Bancorp (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Form S-1 Registration Statement (Registration No. 333-223444) filed on March 5, 2018)

3.3						First Amendment to the Amended and Restated Bylaws of OP Bancorp (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K (File No. 001-38437) filed on March 15, 2021)


31.1						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						XBRL Instance Document

101.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

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.


	OP Bancorp

Date: November 13, 2023	By:	/s/ MIN J. KIM
		Min J. Kim President and Chief Executive Officer

Date: November 13, 2023	By:	/s/ CHRISTINE Y. OH
		Christine Y. Oh Chief Financial Officer