Item 1. Financial Statements
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (unaudited)
3
Condensed Consolidated Statements of Income (unaudited)
4
Condensed Consolidated Statements of Comprehensive Income (unaudited)
5
Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)
6
Condensed Consolidated Statements of Cash Flows (unaudited)
7
Notes to Condensed Consolidated Financial Statements (unaudited)
9
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BAYCOM CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share data)
(unaudited)
March 31,
December 31,
2025
2024
ASSETS
Cash due from banks
$
21,037
$
23,138
Federal funds sold and interest-bearing balances in banks
235,512
340,894
Cash and cash equivalents
256,549
364,032
Time deposits in banks
—
249
Investment securities available-for-sale ("AFS"), at fair value, net of allowance for credit losses of $ 0 at both March 31, 2025 and December 31, 2024
192,400
193,328
Equity securities, at fair value
12,865
13,120
Federal Home Loan Bank ("FHLB") stock, at par
11,313
11,313
Federal Reserve Bank ("FRB") stock, at par
9,648
9,645
Loans held for sale
276
2,216
Loans, net of allowance for credit losses of $ 18,500 at March 31, 2025 and $ 17,900 at December 31, 2024
1,948,168
1,934,996
Premises and equipment, net
13,257
13,386
Core deposit intangible, net
2,430
2,693
Cash surrender value of bank owned life insurance ("BOLI") policies, net
23,777
23,591
Right-of-use assets ("ROU"), net
13,965
13,383
Goodwill
38,838
38,838
Interest receivable and other assets
40,312
43,718
Total assets
$
2,563,798
$
2,664,508
LIABILITIES AND SHAREHOLDERS’ EQUITY
Noninterest and interest bearing deposits
$
2,128,830
$
2,234,009
Junior subordinated deferrable interest debentures, net
8,665
8,645
Subordinated debt, net
63,779
63,736
Salary continuation plan
4,724
4,737
Lease liabilities
15,016
14,383
Interest payable and other liabilities
13,447
14,632
Total liabilities
2,234,461
2,340,142
Commitments and contingencies (Note 17)
Shareholders' equity
Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding at both March 31, 2025 and December 31, 2024
—
—
Common stock, no par value; 100,000,000 shares authorized; 11,089,682 and 11,121,475 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively
171,099
172,254
Additional paid in capital
287
287
Accumulated other comprehensive loss, net of tax
( 10,911 )
( 13,006 )
Retained earnings
168,862
164,831
Total shareholders’ equity
329,337
324,366
Total liabilities and shareholders’ equity
$
2,563,798
$
2,664,508
See Notes to Condensed Consolidated Financial Statements.
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BAYCOM CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for share and per share data)
(unaudited)
Three months ended
March 31,
2025
2024
Interest income:
Loans, including fees
$
27,149
$
25,257
Investment securities
2,454
1,956
Fed funds sold and interest-bearing balances in banks
2,649
4,115
FHLB dividends
249
272
FRB dividends
145
144
Total interest and dividend income
32,646
31,744
Interest expense:
Deposits
8,683
8,227
Subordinated debt
891
893
Junior subordinated deferrable interest debentures
192
217
Total interest expense
9,766
9,337
Net interest income
22,880
22,407
Provision for credit losses
642
252
Net interest income after provision for credit losses
22,238
22,155
Noninterest income:
Gain on sale of loans
198
—
(Loss) gain on equity securities
( 255 )
573
Service charges and other fees
945
839
Loan servicing and other loan fees
389
392
Loss on investment in Small Business Investment Company (“SBIC”) fund
( 109 )
( 30 )
Other income and fees
272
288
Total noninterest income
1,440
2,062
Noninterest expense:
Salaries and employee benefits
9,935
10,036
Occupancy and equipment
2,136
2,154
Data processing
1,853
1,753
Other expense
2,065
2,128
Total noninterest expense
15,989
16,071
Income before provision for income taxes
7,689
8,146
Provision for income taxes
1,987
2,269
Net income
$
5,702
$
5,877
Earnings per common share:
Basic earnings per common share
$
0.51
$
0.51
Weighted average common shares outstanding
11,136,058
11,525,752
Diluted earnings per common share
$
0.51
$
0.51
Weighted average common shares outstanding
11,136,058
11,525,752
See Notes to Condensed Consolidated Financial Statements.
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BAYCOM CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(unaudited)
Three months ended
March 31,
2025
2024
Net income
$
5,702
$
5,877
Other comprehensive income:
Change in unrealized gain on AFS securities
2,928
696
Deferred tax expense
( 833 )
( 212 )
Other comprehensive income, net of tax
2,095
484
Total comprehensive income
$
7,797
$
6,361
See Notes to Condensed Consolidated Financial Statements.
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BAYCOM CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands, except for share and per share data)
(unaudited)
Accumulated
Common
Additional
Other
Total
Number of
Stock
Paid in
Comprehensive
Retained
Shareholders’
Shares
Amount
Capital
Income/(Loss)
Earnings
Equity
Three months ended March 31, 2025
Balance, December 31, 2024
11,121,475
$
172,254
$
287
$
( 13,006 )
$
164,831
$
324,366
Net income
5,702
5,702
Other comprehensive income, net
2,095
2,095
Restricted stock granted
22,221
—
Forfeiture of restricted stock grants
( 3,221 )
—
Cash dividends of $ 0.15 per share
( 1,671 )
( 1,671 )
Stock based compensation
151
151
Repurchase of shares
( 50,793 )
( 1,306 )
( 1,306 )
Balance, March 31, 2025
11,089,682
$
171,099
$
287
$
( 10,911 )
$
168,862
$
329,337
Three months ended March 31, 2024
Balance, December 31, 2023
11,551,271
$
180,913
$
287
$
( 14,592 )
$
146,261
$
312,869
Net income
5,877
5,877
Other comprehensive income, net
484
484
Restricted stock granted
24,471
—
Forfeiture of restricted stock grants
( 505 )
—
Cash dividends of $ 0.10 per share
( 1,157 )
( 1,157 )
Stock based compensation
160
160
Repurchase of shares
( 198,120 )
( 3,998 )
( 3,998 )
Balance, March 31, 2024
11,377,117
$
177,075
$
287
$
( 14,108 )
$
150,981
$
314,235
See Notes to Condensed Consolidated Financial Statements.
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BAYCOM CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Three months ended
March 31,
2025
2024
Cash flows from operating activities:
Net income
$
5,702
$
5,877
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses
642
252
Deferred tax expense
801
1,909
Amortization (accretion) on acquired loans
103
( 38 )
Gain on sale of loans
( 198 )
—
Proceeds from sale of loans originated for sale
3,738
—
Loans originated for sale
( 2,804 )
—
Accretion on junior subordinated debentures
20
20
Gain on repayment of subordinated debt, net
—
34
Increase in cash surrender value of life insurance policies
( 186 )
( 177 )
Amortization/accretion of premiums/discounts on investment securities, net
28
36
Loss (gain) on equity securities
255
( 573 )
Depreciation and amortization
470
491
Core deposit intangible amortization
263
305
Stock based compensation expense
151
160
(Decrease) increase in deferred loan origination fees, net
( 174 )
64
Net change in interest receivable and other assets
941
( 811 )
(Decrease) increase in salary continuation plan, net
( 13 )
115
Net change in interest payable and other liabilities
( 459 )
( 2,581 )
Net cash provided by operating activities
9,280
5,083
Cash flows from investing activities:
Proceeds from maturities of interest bearing deposits in banks
249
249
Purchase of investment securities AFS
—
( 7,132 )
Proceeds from maturities, repayments and calls of investment securities AFS
3,828
3,025
Purchase of FRB stock
( 3 )
( 4 )
Purchase of loans
( 7,550 )
—
(Increase) decrease in loans, net
( 4,990 )
36,027
Purchase of equipment and leasehold improvements, net
( 143 )
( 1,143 )
Net cash (used in) provided by investing activities
( 8,609 )
31,022
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BAYCOM CORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – (continued)
(In thousands)
(unaudited)
Three months ended
March 31,
2025
2024
Cash flows from financing activities:
Decrease in noninterest and interest bearing deposits in banks, net
( 74,169 )
( 26,816 )
(Decrease) increase in time deposits, net
( 31,010 )
36,973
Repayment of subordinated debt, net
—
( 315 )
Repurchase of common stock
( 1,306 )
( 3,998 )
Dividends paid on common stock
( 1,669 )
( 1,156 )
Net cash (used in) provided by financing activities
( 108,154 )
4,688
(Decrease) increase in cash and cash equivalents
( 107,483 )
40,793
Cash and cash equivalents at beginning of period
364,032
307,539
Cash and cash equivalents at end of period
$
256,549
$
348,332
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest expense
$
10,555
$
9,673
Non-cash investing and financing activities:
Change in unrealized gain on AFS securities, net of tax
$
2,095
$
484
Transfer of loans to held-for-sale
276
1,684
Recognition of ROU assets in exchange for lease obligations
1,469
575
Cash dividends declared on common stock not yet paid
( 1,671 )
( 1,157 )
See Notes to Condensed Consolidated Financial Statements.
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NOTE 1 – BASIS OF PRESENTATION
BayCom Corp (the “Company”) is a bank holding company headquartered in Walnut Creek, California. United Business Bank (the “Bank”), the Company’s wholly owned banking subsidiary, is a California state-chartered bank which provides a broad range of financial services primarily to local small and mid-sized businesses, service professionals and individuals. In its 20 years of operation, the Bank has grown to 35 full-service banking branches, with 16 locations in California, one in Nevada, two in Washington, five in New Mexico and 11 in Colorado. The condensed consolidated financial statements include the accounts of the Company and the Bank.
All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements include all adjustments of a normal and recurring nature, which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. Dollar amounts presented in the consolidated financial statements and footnote tables are rounded and presented to the nearest thousands of dollars except per share amounts. If the amounts are above $1.0 million, they are rounded one decimal point, and if they are above $1.0 billion, they are rounded two decimal points.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes normally included in annual financial statements prepared in conformity with accounting principles generally accepted in the United States of America. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Results of operations for interim periods are not necessarily indicative of results for the full year. Certain prior year information has been reclassified to conform to the current year presentation. None of the reclassifications impacted consolidated net income, earnings per share or shareholders’ equity.
NOTE 2 - ACCOUNTING GUIDANCE NOT YET EFFECTIVE AND ADOPTED ACCOUNTING GUIDANCE
Accounting Guidance Recently Adopted
Segment Reporting – Improvements to Reportable Segment Disclosures (Topic 280) – In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, enhanced interim disclosure requirements, clarifying circumstances in which an entity can disclose multiple segment measures of profit or loss, providing new segment disclosure requirements for entities with a single reportable segment, and requiring other disclosures. The amendments are effective for annual reporting periods beginning after December 15, 2023 (i.e., 2024 Form 10-K) and interim periods within fiscal years beginning after December 31, 2024, and must be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The disclosure requirements of this update did not have a material effect on the Company’s consolidated financial statements. See Note 18—Segment Information.
Recent Accounting Guidance Not Yet Effective
Business Combinations (Topic 805) - In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture (JV) Formations: Recognition and Initial Measurement. The guidance requires a newly-formed JV to apply a new basis of accounting to all of its contributed net assets, which results in the JV initially measuring its contributed net assets under ASC 805-20, Business Combinations. The new guidance would be applied prospectively and is effective for all joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the Company’s consolidated financial statements.
Income Taxes – Improvements to Income Tax Disclosures (Topic 740) – In December 2023, the FASB issued ASU 2023-09 to provide additional transparency into an entity’s income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The standard requires that public business entities disclose, on an annual basis, specific categories in the rate reconciliation and additional information for reconciling items meeting a
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certain quantitative threshold. The amendments also require that entities disclose on an annual basis: 1) income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and 2) the income taxes paid (net of refunds received) disaggregated by individual jurisdictions exceeding 5% of total income taxes paid (net of refunds received). The amendments are effective for public business entities for annual periods beginning after December 15, 2024. The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the Company’s consolidated financial statements.
Reference Rate Reform (Topic 848) - In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform (Topic 848). The amendments in this ASU are elective and provide optional guidance for a limited period of time to ease the potential burden of accounting for, or recognizing the effects of, reference rate reform. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU may be elected through December 31, 2024 (as amended by ASU No. 2022-06 discussed below). An entity may elect the amendments in this update for an interim period with adoption methods varying based on transaction type. We have not elected to apply amendments at this time and will assess the applicability of this ASU to us as we continue to monitor guidance for reference rate reform from FASB and its impact on our financial condition and results of operations. The Company does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statements.
In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The objective of the guidance in Topic 848 was to provide temporary relief during the transition period, as noted in the discussion of ASU 2020-04 above, under which the sunset provision was based on an expectation that the LIBOR would cease being published after December 31, 2021. In March 2021, the UK Financial Conduct Authority announced that the intended cessation date of certain tenors of USD LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. Therefore, this amendment deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024.
NOTE 3 – INVESTMENT SECURITIES
The amortized cost, gross unrealized gains and losses, and estimated fair values of securities AFS at the dates indicated are summarized as follows:
Gross
Gross
Amortized
unrealized
unrealized
Estimated
cost
gains
losses
fair value
March 31, 2025
U.S. Government Agencies
$
1,883
$
—
$
( 8 )
$
1,875
Municipal securities
23,725
158
( 1,344 )
22,539
Mortgage-backed securities
50,218
187
( 3,168 )
47,237
Collateralized mortgage obligations
47,443
224
( 1,830 )
45,837
SBA securities
3,902
6
( 62 )
3,846
Corporate bonds
80,486
37
( 9,457 )
71,066
Total
$
207,657
$
612
$
( 15,869 )
$
192,400
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Gross
Gross
Amortized
unrealized
unrealized
Estimated
cost
gains
losses
fair value
December 31, 2024
U.S. Government Agencies
$
1,949
$
—
$
( 12 )
$
1,937
Municipal securities
23,777
82
( 1,334 )
22,525
Mortgage-backed securities
51,281
95
( 3,893 )
47,483
Collateralized mortgage obligations
49,220
147
( 2,208 )
47,159
SBA securities
4,054
6
( 75 )
3,985
Corporate bonds
81,232
29
( 11,022 )
70,239
Total
$
211,513
$
359
$
( 18,544 )
$
193,328
Amortized cost and fair values exclude accrued interest receivable of $ 1.6 million and $ 1.3 million at March 31, 2025 and December 31, 2024, respectively, which is included in interest receivable and other assets in the condensed consolidated balance sheets.
During both the three months ended March 31, 2025 and 2024, the Company sold no securities AFS.
The amortized cost and estimated fair value of securities AFS at the dates indicated by contractual maturity are shown below. 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.
March 31, 2025
December 31, 2024
Amortized
Estimated
Amortized
Estimated
cost
fair value
cost
fair value
Securities AFS
Due in one year or less
$
2,050
$
2,043
$
2,002
$
1,993
Due after one through five years
20,890
18,515
37,763
33,467
Due after five years through ten years
97,781
88,136
84,002
74,018
Due after ten years
86,936
83,706
87,746
83,850
Total
$
207,657
$
192,400
$
211,513
$
193,328
At both March 31, 2025 and December 31, 2024, there were no securities pledged.
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The estimated fair value and gross unrealized losses for securities AFS aggregated by the length of time that individual securities have been in a continuous unrealized loss position at the dates indicated are as follows:
Less than 12 months
12 months or more
Total
Estimated
Unrealized
Estimated
Unrealized
Estimated
Unrealized
fair value
loss
fair value
loss
fair value
loss
March 31, 2025
U.S. Government Agencies
$
—
$
—
$
902
$
( 8 )
$
902
$
( 8 )
Municipal securities
3,810
( 114 )
12,799
( 1,230 )
16,609
( 1,344 )
Mortgage-backed securities
10,445
( 121 )
23,626
( 3,047 )
34,071
( 3,168 )
Collateralized mortgage obligations
3,183
( 34 )
23,665
( 1,796 )
26,848
( 1,830 )
SBA securities
1,854
( 9 )
1,294
( 53 )
3,148
( 62 )
Corporate bonds
980
( 20 )
68,463
( 9,437 )
69,443
( 9,457 )
Total
$
20,272
$
( 298 )
$
130,749
$
( 15,571 )
$
151,021
$
( 15,869 )
Less than 12 months
12 months or more
Total
Estimated
Unrealized
Estimated
Unrealized
Estimated
Unrealized
fair value
loss
fair value
loss
fair value
loss
December 31, 2024
U.S. Government Agencies
$
1,938
$
( 12 )
$
—
$
—
$
1,938
$
( 12 )
Municipal securities
5,135
( 67 )
13,333
( 1,267 )
18,468
( 1,334 )
Mortgage-backed securities
16,514
( 321 )
22,257
( 3,572 )
38,771
( 3,893 )
Collateralized mortgage obligations
17,234
( 145 )
19,012
( 2,063 )
36,246
( 2,208 )
SBA securities
2,023
( 9 )
1,250
( 66 )
3,273
( 75 )
Corporate bonds
2,760
( 240 )
64,118
( 10,782 )
66,878
( 11,022 )
Total
$
45,604
$
( 794 )
$
119,970
$
( 17,750 )
$
165,574
$
( 18,544 )
At March 31, 2025, the Company held 332 securities AFS, of which 194 were in an unrealized loss position for more than twelve months and 41 were in an unrealized loss position for less than twelve months. At December 31, 2024, the Company held 352 investment securities, of which 212 were in an unrealized loss position for more than twelve months and 53 were in an unrealized loss position for less than twelve months. The Company anticipates full recovery of amortized cost with respect to these securities at maturity or sooner in the event of a more favorable market interest rate environment.
Allowance for credit losses on investment debt securities available-for-sale
Investment debt securities that were in an unrealized loss position as of March 31, 2025 were evaluated to determine whether the decline in fair value below the amortized cost basis resulted from a credit loss or changes in required yields by investors in these types of securities, among other factors. This assessment first includes a determination of whether the Company intends to sell the security, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period credit losses. In making this assessment, management considers the nature of the security and any related government guarantees, any changes to the rating of the security by a rating agency, creditworthiness of the issuers/guarantors, the underlying collateral, the financial conditions and prospects of the issuer, and any adverse conditions specifically related to the security, among other factors.
As of March 31, 2025, the Company expects to recover the amortized cost basis of its securities, has no present intent to sell any investment securities with unrealized losses and it is not more likely than not that we will be required to sell securities with unrealized losses before recovery of their amortized cost and the decline in fair value is largely attributed to changes in interest rates and other market conditions. The issuers of these securities continue to make timely
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principal and interest payments. No allowances for credit losses have been recognized on investment debt securities AFS in an unrealized loss position, as management does not believe any of the securities are impaired due to reasons of credit quality at March 31, 2025.
Equity Securities
The Company recognized a net loss on equity securities of $ 255,000 and a net gain of $ 573,000 for the three months ended March 31, 2025 and 2024, respectively. Equity securities were $ 12.9 million and $ 13.1 million as of March 31, 2025 and December 31, 2024, respectively.
NOTE 4 – LOANS
The Company’s loan portfolio at the dates indicated is summarized below:
March 31,
December 31,
2025
2024
Commercial and industrial
$
179,403
$
173,948
Construction and land
477
1,515
Commercial real estate
1,678,660
1,667,231
Residential
107,271
109,662
Consumer
534
391
Total loans
1,966,345
1,952,747
Net deferred loan costs
323
149
Allowance for credit losses
( 18,500 )
( 17,900 )
Net loans
$
1,948,168
$
1,934,996
Net loans exclude accrued interest receivable of $ 6.6 million and $ 6.7 million at March 31, 2025 and December 31, 2024, respectively, which is included in interest receivable and other assets in the condensed consolidated balance sheets.
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The Company’s total individually evaluated loans, including collateral dependent loans, nonaccrual loans, modified loans to borrowers experiencing financial difficulty, and accreting purchase credit deteriorated (“PCD”) loans that have experienced post-acquisition declines in cash flows expected to be collected are summarized as follows:
Commercial
Construction
Commercial
and industrial
and land
real estate
Residential
Consumer
Total
March 31, 2025
Recorded investment in loans individually evaluated:
With no specific allowance recorded
$
—
$
—
$
13,741
$
972
$
—
$
14,713
With a specific allowance recorded
1,272
—
2,040
—
—
3,312
Total recorded investment in loans individually evaluated
$
1,272
$
—
$
15,781
$
972
$
—
$
18,025
Specific allowance on loans individually evaluated
$
704
$
—
$
596
$
—
$
—
$
1,300
December 31, 2024
Recorded investment in loans individually evaluated:
With no specific allowance recorded
$
—
$
—
$
13,671
$
984
$
—
$
14,655
With a specific allowance recorded
954
—
1,754
—
—
2,708
Total recorded investment in loans individually evaluated
$
954
$
—
$
15,425
$
984
$
—
$
17,363
Specific allowance on loans individually evaluated
$
367
$
—
$
25
$
—
$
—
$
392
The Company may modify the contractual terms of a loan to a borrower experiencing financial difficulty as a part of ongoing loss mitigation strategies. These modifications may result in an interest rate reduction, term extension, an other-than-insignificant payment delay, or a combination thereof. The Company typically does not offer principal forgiveness. An assessment of whether a borrower is experiencing financial difficulty is made on the date of modification. The effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses on loans because of the measurement methodologies used to estimate the allowance.
During the three months ended March 31, 2025 and 2024, there were no modifications of loans to borrowers experiencing financial difficulty.
14
Table of Contents
A summary of previously modified loans to borrowers experiencing financial difficulty by type of concession and type of loan, as of the dates indicated, is set forth below:
Number of
Rate
Term
Rate & term
% of Total
loans
modification
modification
modification
Total
loans outstanding
March 31, 2025
Commercial and industrial
2
$
—
$
91
$
—
$
91
0.05
%
Construction and land
—
—
—
—
—
—
%
Commercial real estate
3
—
1,814
—
1,814
0.11
%
Residential
1
—
747
—
747
0.70
%
Consumer
—
—
—
—
—
—
%
Total
6
$
—
$
2,652
$
—
$
2,652
0.13
%
Number of
Rate
Term
Rate & term
% of Total
loans
modification
modification
modification
Total
loans outstanding
December 31, 2024
Commercial and industrial
2
$
—
$
97
$
—
$
97
0.06
%
Construction and land
—
—
—
—
—
—
%
Commercial real estate
3
—
1,846
—
1,846
0.11
%
Residential
1
—
747
—
747
0.68
%
Consumer
—
—
—
—
—
—
%
Total
6
$
—
$
2,690
$
—
$
2,690
0.14
%
For the three months ended March 31, 2025 and 2024, the Company recorded no charge-offs and $ 1.3 million of charge-offs for modified loans to borrowers experiencing financial difficulty, respectively.
As of March 31, 2025 and December 31, 2024, individually evaluated modified loans to borrowers experiencing financial difficulty had a related allowance of $ 22,000 and $ 24,000 , respectively. As of March 31, 2025 and December 31, 2024, none of the modified loans to borrowers experiencing financial difficulty were performing in accordance with their modified terms. All accruing modified loans to borrowers experiencing financial difficulty, if any, are included in the loans individually evaluated as part of the calculation of the allowance for credit losses for loans.
Risk Rating System
The Company evaluates and assigns a risk grade to each loan based on certain criteria to assess the credit quality of the loan. The assignment of a risk rating is done for each individual loan. Loans are graded from inception and on a continuing basis until the debt is repaid. Any adverse or beneficial trends will trigger a review of the loan risk rating. Each loan is assigned a risk grade based on its characteristics. Loans with low to average credit risk are assigned a lower risk grade than those with higher credit risk as determined by the individual loan characteristics.
The Company’s Pass loans include loans with acceptable business or individual credit risk where the borrower’s operations, cash flow or financial condition provides evidence of low to average levels of risk.
Loans that are assigned higher risk grades are loans that exhibit the following characteristics:
Special Mention loans have potential weaknesses that deserve close attention. If left uncorrected, these potential weaknesses may result in a deterioration of the repayment prospects for the loan or in the Company’s credit position at some future date. Special Mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. Special Mention is a temporary rating, pending the occurrence of an event that would cause the risk rating either to improve or to be downgraded.
Loans in this category would be characterized by any of the following situations:
● Credit that is currently protected but is potentially a weak asset;
15
Table of Contents
● Credit that is difficult to manage because of an inadequate loan agreement, the condition of and/or control over collateral, failure to obtain proper documentation, or any other deviation from product lending practices; and
● Adverse financial trends.
Substandard loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged. Loans classified substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Substandard loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. The potential loss does not have to be recognizable in an individual credit for that credit to be risk rated Substandard. A loan can be fully and adequately secured and still be considered Substandard.
Some characteristics of Substandard loans are:
● Inability to service debt from ordinary and recurring cash flow;
● Chronic delinquency;
● Reliance upon alternative sources of repayment;
● Term loans that are granted on liberal terms because the borrower cannot service normal payments for that type of debt;
● Repayment dependent upon the liquidation of collateral;
● Inability to perform as agreed, but adequately protected by collateral;
● Necessity to renegotiate payments to a non-standard level to ensure performance; and
● The borrower is bankrupt, or for any other reason, future repayment is dependent on court action.
Doubtful loans have all the weaknesses inherent in loans classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and value, highly questionable and improbable. Doubtful loans have a high probability of loss, yet certain important and reasonably specific pending factors may work toward the strengthening of the credit.
Losses are recognized as charges to the allowance when the loan or portion of the loan is considered uncollectible or at the time of foreclosure. Recoveries on loans previously charged off are credited to the allowance for credit losses.
Revolving loans that are converted to term loans are treated as new originations in the tables below and are presented by year of initial origination. During the three months ended March 31, 2025, and the year ended December 31, 2024, none and $ 867,000 of the Company’s revolving loans were converted to term loans, respectively.
16
Table of Contents
The following tables present the internally assigned risk grade by class of loans at the dates indicated:
Revolving
Term loans - amortized cost by origination year
loans
2025
2024
2023
2022
2021
Prior
amortized cost
Total
March 31, 2025
Commercial and industrial:
Pass
$
7,606
$
58,409
$
18,236
$
19,868
$
10,260
$
39,722
$
20,995
$
175,096
Special mention
—
—
—
—
—
1,582
400
1,982
Substandard
—
150
356
—
55
1,464
300
2,325
Total commercial and industrial
$
7,606
$
58,559
$
18,592
$
19,868
$
10,315
$
42,768
$
21,695
$
179,403
YTD gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
100
$
—
$
100
Construction and land:
Pass
$
—
$
35
$
—
$
—
$
125
$
317
$
—
$
477
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Total construction and land
$
—
$
35
$
—
$
—
$
125
$
317
$
—
$
477
YTD gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Commercial real estate:
Pass
$
54,240
$
191,152
$
87,273
$
366,773
$
427,015
$
442,668
$
1,532
$
1,570,653
Special mention
—
—
—
6,167
9,884
54,119
—
70,170
Substandard
—
—
629
—
9,020
28,188
—
37,837
Total commercial real estate
$
54,240
$
191,152
$
87,902
$
372,940
$
445,919
$
524,975
$
1,532
$
1,678,660
YTD gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Residential:
Pass
$
696
$
31,417
$
—
$
—
$
34,506
$
33,711
$
4,503
$
104,833
Special mention
—
—
—
—
830
404
15
1,249
Substandard
—
—
—
—
49
1,076
64
1,189
Total residential
$
696
$
31,417
$
—
$
—
$
35,385
$
35,191
$
4,582
$
107,271
YTD gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
1
$
—
$
1
Consumer:
Pass
$
70
$
145
$
37
$
31
$
10
$
106
$
133
$
532
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
2
—
2
Total consumer
$
70
$
145
$
37
$
31
$
10
$
108
$
133
$
534
YTD gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
5
$
—
$
5
Total loans outstanding
Risk ratings
Pass
$
62,612
$
281,158
$
105,546
$
386,672
$
471,916
$
516,524
$
27,163
$
1,851,591
Special mention
—
—
—
6,167
10,714
56,105
415
73,401
Substandard
—
150
985
—
9,124
30,730
364
41,353
Doubtful
—
—
—
—
—
—
—
—
Total loans outstanding
$
62,612
$
281,308
$
106,531
$
392,839
$
491,754
$
603,359
$
27,942
$
1,966,345
YTD gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
106
$
—
$
106
17
Table of Contents
Revolving
Term loans - amortized cost by origination year
loans
2024
2023
2022
2021
2020
Prior
amortized cost
Total
December 31, 2024
Commercial and industrial:
Pass
$
54,720
$
20,314
$
20,759
$
11,823
$
13,433
$
28,708
$
19,699
$
169,456
Special mention
—
—
—
56
—
1,969
200
2,225
Substandard
150
154
—
—
1,184
471
308
2,267
Total commercial and industrial
$
54,870
$
20,468
$
20,759
$
11,879
$
14,617
$
31,148
$
20,207
$
173,948
YTD gross charge-offs
$
—
$
—
$
—
$
1,021
$
45
$
324
$
—
$
1,390
Construction and land:
Pass
$
10
$
—
$
—
$
128
$
1,090
$
287
$
—
$
1,515
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Total construction and land
$
10
$
—
$
—
$
128
$
1,090
$
287
$
—
$
1,515
YTD gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Commercial real estate:
Pass
$
196,303
$
88,599
$
371,319
$
432,629
$
97,046
$
370,828
$
1,510
$
1,558,234
Special mention
—
632
6,243
10,462
18,250
44,089
—
79,676
Substandard
—
—
—
9,063
996
19,262
—
29,321
Total commercial real estate
$
196,303
$
89,231
$
377,562
$
452,154
$
116,292
$
434,179
$
1,510
$
1,667,231
YTD gross charge-offs
$
—
$
—
$
—
$
2,413
$
—
$
1,359
$
—
$
3,772
Residential:
Pass
$
31,828
$
—
$
—
$
36,624
$
1,452
$
32,245
$
5,041
$
107,190
Special mention
—
—
—
859
—
410
80
1,349
Substandard
—
—
—
30
—
1,093
—
1,123
Total residential
$
31,828
$
—
$
—
$
37,513
$
1,452
$
33,748
$
5,121
$
109,662
YTD gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Consumer:
Pass
$
153
$
54
$
35
$
10
$
2
$
128
$
3
$
385
Special mention
—
—
—
—
—
2
—
2
Substandard
—
—
—
—
—
4
—
4
Total consumer
$
153
$
54
$
35
$
10
$
2
$
134
$
3
$
391
YTD gross charge-offs
$
—
$
—
$
—
$
—
$
—
$
2
$
1
$
3
Total loans outstanding
Risk ratings
Pass
$
283,014
$
108,967
$
392,113
$
481,214
$
113,023
$
432,196
$
26,253
$
1,836,780
Special mention
—
632
6,243
11,377
18,250
46,470
280
83,252
Substandard
150
154
—
9,093
2,180
20,830
308
32,715
Doubtful
—
—
—
—
—
—
—
—
Total loans outstanding
$
283,164
$
109,753
$
398,356
$
501,684
$
133,453
$
499,496
$
26,841
$
1,952,747
YTD gross charge-offs
$
—
$
—
$
—
$
3,434
$
45
$
1,685
$
1
$
5,165
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Table of Contents
The following tables provide an aging of the Company’s loans receivable as of the dates indicated:
Recorded
90 Days
investments
30–59 Days
60–89 Days
or more
Total
Total loans
90 days or more past due
past due
past due
past due
past due
Current
PCD loans
receivable
and still accruing
March 31, 2025
Commercial and industrial
$
809
$
126
$
464
$
1,399
$
178,004
$
—
$
179,403
$
150
Construction and land
—
—
—
—
476
1
477
—
Commercial real estate
4,773
—
3,681
8,454
1,649,699
20,507
1,678,660
—
Residential
5,650
—
747
6,397
100,666
208
107,271
—
Consumer
3
—
—
3
531
—
534
—
Total
$
11,235
$
126
$
4,892
$
16,253
$
1,929,376
$
20,716
$
1,966,345
$
150
Recorded
90 Days
investments
30–59 Days
60–89 Days
or more
Total
Total loans
90 days or more past due
past due
past due
past due
past due
Current
PCD loans
receivable
and still accruing
December 31, 2024
Commercial and industrial
$
758
$
87
$
399
$
1,244
$
172,704
$
—
$
173,948
$
220
Construction and land
—
—
—
—
1,509
6
1,515
—
Commercial real estate
4,794
1,527
3,220
9,541
1,635,499
22,191
1,667,231
—
Residential
123
1
747
871
108,538
253
109,662
—
Consumer
6
—
—
6
385
—
391
—
Total
$
5,681
$
1,615
$
4,366
$
11,662
$
1,918,635
$
22,450
$
1,952,747
$
220
Nonaccrual loans totaled $ 9.8 million and $ 9.2 million at March 31, 2025 and December 31, 2024, respectively. Nonaccrual loans guaranteed by a government agency, which reduces the Company’s credit exposure, were $ 618,000 at March 31, 2025 compared to $ 2.0 million at December 31, 2024. At March 31, 2025, nonaccrual loans included $ 610,000 of loans 30-89 days past due and $ 4.4 million of loans less than 30 days past due. At December 31, 2024, nonaccrual loans included $ 643,000 of loans 30-89 days past due and no loans less than 30 days past due. At March 31, 2025, the $ 610,000 of nonaccrual loans 30-89 days past due was comprised of one loan and the $ 4.4 million of loans less than 30 days past due was comprised of 19 loans. All these loans were placed on nonaccrual due to concerns over the financial condition of the borrowers. At both March 31, 2025 and December 31, 2024, there was one loan 90 days or more past due and still accruing, with a balance of $ 150,000 and $ 220,000 at those dates.
Interest foregone on nonaccrual loans was approximately $ 269,000 for the three months ended March 31, 2025, compared to $ 483,000 for the three months ended March 31, 2024. Interest income recognized on nonaccrual loans was approximately $ 35,000 and $ 7,200 for the three months ended March 31, 2025 and 2024, respectively.
Pledged Loans
Our FHLB line of credit is secured under terms of a blanket collateral agreement by a pledge of certain qualifying loans with unpaid principal balances of $ 1.09 billion and $ 1.04 billion at March 31, 2025 and December 31, 2024, respectively. At March 31, 2025 and December 31, 2024, $ 75.1 million and $ 76.7 million of loans were pledged to the FRB of San Francisco, respectively. For additional information, see “Note 11 - Borrowings” of the Notes to Condensed Consolidated Financial Statements.
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Table of Contents
NOTE 5 – ALLOWANCE FOR CREDIT LOSSES FOR LOANS
The following tables summarize the Company’s allowance for credit losses for loans, reserve for unfunded commitments, and loan balances individually and collectively evaluated by type of loan, as of the dates and for the periods indicated:
Commercial
Construction
Commercial
Reserve for
and industrial
and land
real estate
Residential
Consumer
Total
unfunded commitments
Three months ended March 31, 2025
Allowance for credit losses
Beginning balance
$
4,681
$
72
$
11,365
$
1,780
$
2
$
17,900
$
600
Charge-offs
( 100 )
—
—
( 1 )
( 5 )
( 106 )
—
Recoveries
2
—
—
1
1
4
—
Provision for (reversal of) credit losses
367
( 51 )
496
( 118 )
8
702
( 60 )
Ending balance
$
4,950
$
21
$
11,861
$
1,662
$
6
$
18,500
$
540
March 31, 2025
Allowance for credit losses:
Loans individually evaluated
$
704
$
—
$
596
$
—
$
—
$
1,300
Loans collectively evaluated
4,246
21
10,988
1,660
6
16,921
PCD loans
—
—
277
2
—
279
Loans receivable:
Individually evaluated
$
1,272
$
—
$
15,781
$
972
$
—
$
18,025
Collectively evaluated
178,131
476
1,642,372
106,091
534
1,927,604
PCD loans
—
1
20,507
208
—
20,716
Total loans
$
179,403
$
477
$
1,678,660
$
107,271
$
534
$
1,966,345
Commercial
Construction
Commercial
Reserve for
and industrial
and land
real estate
Residential
Consumer
Total
unfunded commitments
Three months ended March 31, 2024
Allowance for credit losses
Beginning balance
$
4,216
$
298
$
16,498
$
979
$
9
$
22,000
$
225
Charge-offs
( 178 )
—
( 3,206 )
—
( 1 )
( 3,385 )
—
Recoveries
13
—
—
—
—
13
—
Provision for (reversal of) credit losses
140
14
140
( 32 )
—
262
( 10 )
Ending balance
$
4,191
$
312
$
13,432
$
947
$
8
$
18,890
$
215
March 31, 2024
Allowance for credit losses:
Loans individually evaluated
$
1,290
$
—
$
58
$
2
$
—
$
1,350
Loans collectively evaluated
2,902
312
12,816
940
8
16,978
PCD loans
—
—
558
5
—
563
Loans receivable:
Individually evaluated
$
1,667
$
366
$
18,608
$
1,463
$
—
$
22,104
Collectively evaluated
158,734
9,230
1,594,041
82,009
570
1,844,584
PCD loans
193
20
19,441
396
—
20,050
Total loans
$
160,594
$
9,616
$
1,632,090
$
83,868
$
570
$
1,886,738
For the three months ended March 31, 2025, the provision for credit losses was primarily driven by loan growth, charge-offs during the quarter, and an increase in specific reserves on individually evaluated loans. Net charge-offs were $ 102,000 for the first quarter of 2025.
20
Table of Contents
The following table summarizes the amortized cost basis of individually evaluated collateral-dependent loans, including nonaccrual loans, modified loans to borrowers experiencing financial difficulty, and accreting purchase credit deteriorated (“PCD”) loans that have experienced post-acquisition declines in cash flows expected to be collected, by loan and collateral type as of the dates indicated.
Retail and
Convalescent
A/R and
Office
Multifamily
facility
Hotel
Other
SFR 1-4
Equipment
Total
ACL
March 31, 2025
Commercial and industrial
$
—
$
—
$
—
$
—
$
—
$
—
$
1,272
$
1,272
$
705
Construction and land
—
—
—
—
—
—
—
—
—
Commercial real estate
464
72
1,200
7,850
6,195
—
—
15,781
595
Residential
—
—
—
—
—
972
—
972
—
Consumer
—
—
—
—
—
—
—
—
—
Total
$
464
$
72
$
1,200
$
7,850
$
6,195
$
972
$
1,272
$
18,025
$
1,300
December 31, 2024
Commercial and industrial
$
—
$
—
$
—
$
—
$
—
$
—
$
954
$
954
$
367
Construction and land
—
—
—
—
—
—
—
—
—
Commercial real estate
466
77
1,200
7,987
5,695
—
—
15,425
25
Residential
—
—
—
—
—
984
—
984
—
Consumer
—
—
—
—
—
—
—
—
—
Total
$
466
$
77
$
1,200
$
7,987
$
5,695
$
984
$
954
$
17,363
$
392
The following table shows the amortized cost and allowance for credit losses for loans on nonaccrual status as of the dates indicated:
As of March 31, 2025
As of December 31, 2024
Nonaccrual
Nonaccrual
Nonaccrual
Nonaccrual
with no allowance
with allowance
Total
with no allowance
with allowance
Total
for credit losses
for credit losses
nonaccrual
for credit losses
for credit losses
nonaccrual
Commercial and industrial
$
—
$
438
$
438
$
—
$
293
$
293
Construction and land
—
—
—
—
—
—
Commercial real estate
6,519
1,791
8,310
6,055
1,792
7,847
Residential
972
112
1,084
984
119
1,103
Consumer
—
2
2
—
4
4
Total
$
7,491
$
2,343
$
9,834
$
7,039
$
2,208
$
9,247
As part of its acquisition of Pacific Enterprise Bancorp (“PEB”) in 2022, the Company acquired certain small business loans to borrowers qualified under The California Capital Access Program for Small Business, a state guaranteed loan program sponsored by the California Pollution Control Financing Authority (“CalCAP”). PEB ceased originating loans under this loan program in 2017. Under this loan program, the borrower, CalCAP and the participating lender contributed funds to a loss reserve account held in a demand deposit account at the participating lender. The borrower’s contributions to the loss reserve account are attributed to the participating lender. Losses on qualified loans are charged to this account after approval by CalCAP. Under the program, if a loan defaults, the participating lender has immediate coverage of 100 % of the loss. The participating lender must return recoveries from the borrower, less expenses, to the credit loss reserve account. The funds in the loss reserve account are the property of CalCAP; however, in the event that the participating lender leaves the program any excess funds, after all loans have been repaid or unenrolled from the program by the participating lender and provided there are no pending claims for reimbursement, the remaining excess funds are distributed to CalCAP and the participating lender based on their respective contributions to the loss reserve account. Funds contributed by the participating lender to the loss reserve account are treated as a receivable from CalCAP and evaluated for impairment quarterly. As of March 31, 2025 and December 31, 2024, the Company had $ 16.4 million and $ 17.7 million, respectively, of loans enrolled in this loan program. The Company had a loss reserve account of $ 7.8 million and $ 10.4 million as of March 31, 2025 and December 31, 2024, respectively.
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In addition, as successor to PEB, the Company was approved by CalCAP, in partnership with the California Air Resources Board, to originate loans to California truckers in the On-Road Heavy-Duty Vehicle Air Quality Loan Program. Under this loan program, CalCAP solely contributes funds to a loss reserve account held in a demand deposit account at the participating lender. Losses are handled in the same manner as described above. The funds are the property of CalCAP and are payable upon termination of the program. When the loss reserve account balance exceeds the total associated loan balance, the excess is to be remitted to CalCAP. The Company originated loans under this program of $ 3.4 million and $ 1.1 million during the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the Company had $ 16.4 million of loans enrolled in this program and a loss reserve account of $ 3.7 million. As of December 31, 2024, the Company had $ 17.3 million of loans enrolled in this program and a loss reserve account of $ 3.8 million.
NOTE 6 – PREMISES AND EQUIPMENT
Premises and equipment consisted of the following at the dates indicated:
March 31,
December 31,
2025
2024
Premises owned
$
11,472
$
11,462
Leasehold improvements
3,678
3,602
Furniture, fixtures and equipment
10,175
9,929
Less accumulated depreciation and amortization
( 12,068 )
( 11,607 )
Total premises and equipment, net
$
13,257
$
13,386
Depreciation and amortization included in occupancy and equipment expense totaled $ 470,000 and $ 491,000 for the three months ended March 31, 2025 and 2024, respectively.
NOTE 7 – LEASES
The Company leased 20 branches under noncancelable operating leases as of March 31, 2025. These leases expire on various dates through 2030. Many of these lease agreements include one or more renewal options, exercisable at the Company’s discretion. When the Company determines at lease commencement that it is reasonably certain to exercise a renewal option, the extended lease term is included in the measurement of the ROU asset and corresponding lease liability.
The Company uses the discount rate implicit in the lease when it is readily determinable. In instances where the implicit rate is not available, which is typically the case, the Company applies its incremental borrowing rate, determined on a collateralized basis and over a term comparable to the lease term, as of the lease commencement date.
The below maturity schedule presents, as of March 31, 2025, the undiscounted lease payments for the next five years and thereafter:
For remainder of 2025
$
3,002
2026
3,638
2027
3,232
2028
3,162
2029
2,701
Thereafter
652
Total undiscounted cash flows
16,387
Less: interest
( 1,371 )
Present value of lease payments
$
15,016
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The following table presents the weighted average lease term and discount rate at the dates indicated:
March 31, 2025
December 31, 2024
Weighted-average remaining lease term
4.5
years
4.5
years
Weighted-average discount rate
3.9
%
3.8
%
The following table presents certain information related to the operating lease costs included in occupancy and equipment expense on the Condensed Consolidated Statements of Income for the periods indicated:
Three months ended
March 31,
2025
2024
Operating lease cost
$
1,046
$
986
Short-term lease cost
—
15
Less: Sublease income
( 25 )
( 12 )
Total operating lease cost, net
$
1,021
$
989
NOTE 8 – GOODWILL AND INTANGIBLE ASSETS
Goodwill is determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and the liabilities assumed as of the acquisition date. Goodwill and other intangible assets are assessed for impairment annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible represents the estimated future benefit of deposits related to an acquisition and is booked separately from the related deposits and amortized over an estimated useful life of seven to ten years .
Goodwill
The Company’s policy is to assess goodwill for impairment at the reporting unit level on an annual basis or between annual assessments if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Impairment exists when a reporting unit’s fair value is less than its carrying amount, including goodwill.
Changes in the Company's goodwill during the periods indicated were as follows:
Three months Ended
Year ended
March 31, 2025
December 31, 2024
Balance at beginning of period
$
38,838
$
38,838
Acquired goodwill
—
—
Impairment
—
—
Balance at end of period
$
38,838
$
38,838
Core Deposit Intangible
Changes in the Company’s core deposit intangible during the periods indicated were as follows:
Three months Ended
Year ended
March 31, 2025
December 31, 2024
Balance at beginning of period
$
2,693
$
3,915
Additions
—
—
Less amortization
( 263 )
( 1,222 )
Balance at end of period
$
2,430
$
2,693
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Estimated annual amortization expense at March 31, 2025 was as follows:
For remainder of 2025
$
798
2026
455
2027
455
2028
455
Thereafter
267
Total
$
2,430
NOTE 9 – INTEREST RECEIVABLE AND OTHER ASSETS
The Company’s interest receivable and other assets at the dates indicated consisted of the following:
March 31,
December 31,
2025
2024
Tax assets, net
$
15,555
$
16,048
Accrued interest receivable
8,965
8,507
Investment in SBIC fund
3,132
3,241
Investment in Community Reinvestment Act fund
2,000
2,000
Prepaid assets
1,833
1,942
Servicing assets
609
673
Investment in Low Income Housing Tax Credit ("LIHTC") partnerships, net
3,785
4,035
Investment in statutory trusts
537
532
CalCAP reserve receivable
1,375
4,023
Other assets
2,521
2,717
Total interest receivable and other assets
$
40,312
$
43,718
NOTE 10 – DEPOSITS
The Company’s deposits at the dates indicated consisted of the following:
March 31,
December 31,
2025
2024
Demand deposits (1)
$
589,483
$
688,996
NOW accounts
262,512
261,430
Savings
79,339
82,300
Money market
672,103
644,880
Time deposits
525,393
556,403
Total
$
2,128,830
$
2,234,009
(1) Noninterest bearing.
Included in time deposits above are brokered deposits of $ 6.5 million and $ 35.5 million as of March 31, 2025 and December 31, 2024, respectively. At March 31, 2025, uninsured deposits totaled $ 989.6 million, or 46.5 % of total demand deposits, compared to $ 1.0 billion, or 46.8 % of total demand deposits at December 31, 2024. The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank’s regulatory reporting requirements.
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NOTE 11 – BORROWINGS
Other borrowings – The Bank has an approved secured borrowing facility with the Federal Home Loan Bank of San Francisco (the “FHLB”) for up to 25 % of total assets for a term not to exceed five years under a blanket lien of certain types of loans. At March 31, 2025 and December 31, 2024, we had the ability to borrow up to $ 535.0 million and $ 540.2 million, respectively, from the FHLB of San Francisco. At both March 31, 2025 and December 31, 2024, we had no FHLB borrowings outstanding.
The Bank has been approved for discount window advances from the FRB of San Francisco secured by certain types of loans. At March 31, 2025 and December 31, 2024, we had the ability to borrow up to $ 41.5 million and $ 41.9 million, respectively, from the FRB of San Francisco. At both March 31, 2025 and December 31, 2024, we had no FRB of San Francisco advances outstanding.
The Bank has Federal Funds lines with four correspondent banks. Cumulative available commitments totaled $ 65.0 million at both March 31, 2025 and December 31, 2024. There were no amounts outstanding under these facilities at both March 31, 2025 and December 31, 2024.
Junior subordinated deferrable interest debentures – In connection with its previous acquisitions, the Company assumed junior subordinated deferrable interest debentures, totaling $ 8.7 million, net of fair value adjustments, with a weighted average interest rate of 7.14 % at March 31, 2025, compared to $ 8.6 million, net of fair value adjustments, with a weighted average rate of 7.20 % at December 31, 2024 . The junior subordinated deferrable interest debentures mature in 2034, subject to earlier redemption by the Company at its option.
Subordinated debt – On August 10, 2020, the Company issued and sold $ 65.0 million aggregate principal amount of 5.25 % Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”) at a public offering price equal to 100 % of the aggregate principal amount of the Notes. The Notes initially bear a fixed interest rate of 5.25 % per year. Commencing on September 15, 2025, the interest rate on the Notes resets quarterly to the three-month Secured Overnight Financing rate plus a spread of 521 basis points ( 5.21 %), payable quarterly in arrears. Interest on the Notes is payable semi-annually on March 15 and September 15 of each year through September 15, 2025 and quarterly thereafter on March 15, June 15, September 15 and December 15 of each year through the maturity date or earlier redemption date. The Company, at its option, may redeem the Notes, in whole or in part, on any interest payment date on or after September 15, 2025, without a premium. At March 31, 2025 and December 31, 2024, the Company had outstanding Notes, net of cost to issue, totaling $ 63.8 million and $ 63.7 million, respectively.
NOTE 12 – INTEREST PAYABLE AND OTHER LIABILITIES
The Company’s interest payable and other liabilities at the dates indicated consisted of the following:
March 31,
December 31,
2025
2024
Accrued expenses
$
5,533
$
7,797
Accounts payable
699
614
Reserve for unfunded commitments
540
600
Accrued interest payable
2,325
3,118
Other liabilities
4,350
2,503
Total
$
13,447
$
14,632
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NOTE 13 – OTHER EXPENSES
The Company’s other expenses for the periods indicated consisted of the following:
Three months ended
March 31,
2025
2024
Professional fees
$
536
$
587
Core deposit premium amortization
263
305
Marketing and promotions
157
123
Stationery and supplies
66
76
Insurance (including FDIC premiums)
373
359
Communication and postage
258
259
Loan default related expense
( 12 )
8
Director fees and expenses
68
88
Bank service charges
17
16
Courier expense
172
193
Other
167
114
Total
$
2,065
$
2,128
The Company expenses marketing and promotion costs as they are incurred. Advertising expense included in marketing and promotions totaled $ 5,000 and $ 11,000 for the three months ended March 31, 2025 and 2024, respectively.
NOTE 14 – EQUITY INCENTIVE PLANS
Equity Incentive Plans
2024 Omnibus Equity Incentive Plan
The Company’s shareholders approved the Company’s 2024 Omnibus Equity Incentive Plan (“2024 Plan”) in June 2024. The 2024 Plan provides for the grant of equity incentive awards to employees and directors (including emeritus and advisory directors) of the Company and its subsidiaries. The 2024 Plan permits the granting of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance shares and performance units. Factors generally considered by the Board in awarding equity incentives to officers and employees include the performance of the Company, the employee’s or officer’s job performance, the importance of his or her position, and his or her contribution to the organization’s goals for the award period.
Generally, awards under the 2024 Plan are subject to a minimum vesting period of one year (at least three years for full vesting for the chief executive officer), provided that awards for up to 5 % of the maximum shares available under the 2024 Plan (for any participant other than the chief executive officer) may provide for a shorter vesting period. Subject to adjustment as provided in the 2024 Plan, the maximum number of shares of common stock available for issuance under the 2024 Plan is 500,000 , and awards granted under the 2024 Plan to any one participant in any one calendar year are subject to the following limitations: (i) aggregate grants of stock options or stock appreciation rights to any one participant are subject to an annual limit of the lesser of 100,000 shares or $ 2.0 million in fair market value as of the date of grant; (ii) aggregate grants of restricted stock or restricted stock units to any one participant are subject to an annual limit of the lesser of 50,000 shares or $ 2.0 million in fair market value as of the date of grant; and (iii) aggregate grants of performance shares or performance units to any one participant are subject to an annual limit of the lesser of 50,000 shares or $ 2.0 million in fair market value as of the date of grant. In addition, subject to adjustment as provided in the 2024 Plan, the maximum aggregate number of shares that may be covered by awards granted under the 2024 Plan to any non-employee director in any one calendar year is 25,000 shares. As of March 31, 2025, a total of 473,038 shares were available for future issuance under the 2024 Plan.
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Table of Contents
2017 Omnibus Equity Incentive Plan
The Company’s shareholders approved the Company’s 2017 Omnibus Equity Incentive Plan (“2017 Plan”) in November 2017. The 2017 Plan provides for the awarding by the Company’s Board of Directors of equity incentive awards to employees and non-employee directors. An equity incentive award under the 2017 Plan may be an option, stock appreciation right, restricted stock units, stock award, other stock-based award or performance award. Factors considered by the Board in awarding equity incentives to officers and employees include the performance of the Company, the employee’s or officer’s job performance, the importance of his or her position, and his or her contribution to the organization’s goals for the award period. Generally, awards have a vesting period of one to five years . Subject to adjustment as provided in the 2017 Plan, the maximum number of shares of common stock that may be delivered pursuant to awards granted under the 2017 Plan is 450,000 . The 2017 Plan provides for annual restricted stock grant limits to officers, employees and directors. The annual stock grant limit per person for officers and employees is the lesser of 50,000 shares or a value of $ 2.0 million, and per person for directors, the maximum is 25,000 shares. All unvested restricted shares outstanding vest in the event of a change in control of the Company. Awarded shares of restricted stock vest over (i) a one-year period following the date of grant, in the case of the non-employee directors, and (ii) a three-year or five-year period following the date of grant, with the initial vesting occurring on the one-year anniversary of the date of grant, in the case of the executive officers. As of March 31, 2024, no shares were available for future issuance under the 2017 Plan because the 2024 Plan provides that no further awards may be made under the 2017 Plan upon the approval by the Company’s shareholders of the 2024 Plan.
The following table provides the restricted stock grant activity for the periods indicated:
2025
2024
Weighted-average
Weighted-average
grant date
grant date
Shares
fair value
Shares
fair value
Non-vested at January 1,
74,346
$
20.11
81,365
$
18.27
Granted
22,221
26.20
24,471
23.30
Vested
( 20,568 )
20.20
( 19,927 )
18.99
Forfeited
( 3,221 )
24.98
( 505 )
16.67
Non-vested, at March 31,
72,778
21.73
85,404
19.55
NOTE 15 – FAIR VALUE MEASUREMENT
ASC Topic 820, “Fair Value Measurement,” defines fair value, establishes a framework for measuring fair value including a three-level valuation hierarchy, and expands disclosures about fair value measurements. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date reflecting assumptions that a market participant would use when pricing an asset or liability. The hierarchy uses three levels of inputs to measure the fair value of assets and liabilities, as follows:
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the reporting entity has the ability to access at the measurement date.
Level 2 – Observable prices in active markets for similar assets and liabilities; prices for identical or similar assets or liabilities in markets that are not active; directly observable market inputs for substantially the full term of the asset and liability; market inputs that are not directly observable but are derived from or corroborated by observable market data.
Level 3 – Unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
We use fair value to measure certain assets and liabilities on a recurring basis, primarily securities AFS. For assets measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a reporting period and such measurements are therefore considered “nonrecurring” for purposes of disclosing our fair value measurements. Fair value is used on a nonrecurring basis to adjust carrying values for individually evaluated loans and
27
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other real estate owned and to record impairment on certain assets, such as goodwill, core deposit intangible, and other long-lived assets.
In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy. In such cases, the lowest level of inputs that is significant to the measurement is used to determine the hierarchy for the entire asset or liability. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with our quarterly valuation process. There were no transfers between levels during the three months ended March 31, 2025 and 2024.
At both March 31, 2025 and December 31, 2024, there were no liabilities measured at fair value on a recurring or non-recurring basis.
The following assets were measured at fair value on a recurring basis as of the dates indicated:
Total Estimated
Fair Value Measurements
Fair Value
Level 1
Level 2
Level 3
March 31, 2025
U.S. Government Agencies
$
1,875
$
—
$
1,875
$
—
Municipal securities
22,539
—
22,539
—
Mortgage-backed securities
47,237
—
47,237
—
Collateralized mortgage obligations
45,837
—
45,837
—
SBA securities
3,846
—
3,846
—
Corporate bonds
71,066
—
71,066
—
Equity securities
12,865
12,865
—
—
Total
$
205,265
$
12,865
$
192,400
$
—
Total Estimated
Fair Value Measurements
Fair Value
Level 1
Level 2
Level 3
December 31, 2024
U.S. Government Agencies
$
1,937
$
—
$
1,937
$
—
Municipal securities
22,525
—
22,525
—
Mortgage-backed securities
47,483
—
47,483
—
Collateralized mortgage obligations
47,159
—
47,159
—
SBA securities
3,985
—
3,985
—
Corporate bonds
70,239
—
70,239
—
Equity securities
13,120
13,120
—
—
Total
$
206,448
$
13,120
$
193,328
$
—
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The following assets were measured at fair value on a nonrecurring basis as of the dates indicated:
Total Estimated
Fair Value Measurements
Fair Value
Level 1
Level 2
Level 3
March 31, 2025
Individually evaluated loans
$
7,256
$
—
$
—
$
7,256
Total
$
7,256
$
—
$
—
$
7,256
Total Estimated
Fair Value Measurements
Fair Value
Level 1
Level 2
Level 3
December 31, 2024
Individually evaluated loans
$
9,490
$
—
$
—
$
9,490
Total
$
9,490
$
—
$
—
$
9,490
The Company does not record loans at fair value on a recurring basis. However, from time to time, certain loans have individual risk characteristics not consistent with a pool of loans and are individually evaluated for credit reserves. Loans for which it is probable that payment of interest and principal will not be made in accordance with the original contractual terms of the loan agreement are typically individually evaluated. The fair value of individually evaluated loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise and liquidation value and discounted cash flows. Those individually evaluated loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. When the fair value of the collateral is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the individually evaluated loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is less than the appraised value or the appraised value contains a significant assumption and there is no observable market price, the Company records the individually evaluated loan as nonrecurring Level 3.
The Company records foreclosed assets, or other real estate owned (“OREO”), at fair value on a nonrecurring basis based on the collateral value of the property. When the fair value of the collateral is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the OREO as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is less than the appraised value or the appraised value contains a significant assumption, and there is no observable market price, the Company records the OREO as nonrecurring Level 3. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management also incorporates assumptions regarding market trends or other relevant factors and selling and commission costs ranging from 5 % to 10 %. Such adjustments and assumptions are typically significant and result in a Level 3 classification of the inputs for determining fair value. The Company had no OREO at both March 31, 2025 and December 31, 2024.
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Table of Contents
NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Company’s financial instruments at the dates indicated are presented below:
Carrying
Fair
Fair value measurements
amount
value
Level 1
Level 2
Level 3
March 31, 2025
Financial assets:
Cash and cash equivalents
$
256,549
$
256,549
$
256,549
$
—
$
—
Investment securities AFS
192,400
192,400
—
192,400
—
Equity securities
12,865
12,865
12,865
—
—
Investment in FHLB and FRB Stock
20,961
20,961
—
20,961
—
Loans held for sale
276
276
—
276
—
Loans, net
1,948,168
1,899,718
—
—
1,899,718
Accrued interest receivable
8,965
8,965
—
8,965
—
Financial liabilities:
Deposits
2,128,830
2,130,951
—
2,130,951
—
Junior subordinated deferrable interest debentures, net
8,665
8,452
—
—
8,452
Subordinated debt, net
63,779
63,779
—
63,779
—
Accrued interest payable
2,325
2,325
—
2,325
—
Off-balance sheet liabilities:
Undisbursed loan commitments, lines of credit, standby letters of credit
67,286
66,746
—
—
66,746
Carrying
Fair
Fair value measurements
amount
value
Level 1
Level 2
Level 3
December 31, 2024
Financial assets:
Cash and cash equivalents
$
364,032
$
364,032
$
364,032
$
—
$
—
Time deposits in banks
249
249
249
—
—
Investment securities AFS
193,328
193,328
—
193,328
—
Equity securities
13,120
13,120
13,120
—
—
Investment in FHLB and FRB Stock
20,958
20,958
—
20,958
—
Loans held for sale
2,216
2,216
—
2,216
—
Loans, net
1,934,996
1,884,134
—
—
1,884,134
Accrued interest receivable
8,507
8,507
—
8,507
—
Financial liabilities:
Deposits
2,234,009
2,236,256
—
2,236,256
—
Junior subordinated deferrable interest debentures, net
8,645
8,527
—
—
8,527
Subordinated debt, net
63,736
63,736
—
63,736
—
Accrued interest payable
3,118
3,118
—
3,118
—
Off-balance sheet liabilities:
Undisbursed loan commitments, lines of credit, standby letters of credit
73,414
72,814
—
—
72,814
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NOTE 17 – COMMITMENTS AND CONTINGENCIES
Lending and Letter of Credit Commitments
We operate in a highly regulated environment. From time to time, we are a party to various claims and litigation matters incidental to the conduct of our business. We are not presently party to any legal proceedings where we believe the resolution would have a material adverse effect on our business, financial condition, or results of operations.
Nevertheless, given the nature, scope and complexity of the extensive legal and regulatory landscape applicable to our business (including laws and regulations governing consumer protection, fair lending, fair labor, privacy, information security and anti-money laundering and anti-terrorism laws), we, like all banking organizations, are subject to heightened legal and regulatory compliance and litigation risk.
In the normal course of business, the Company enters into various commitments to extend credit which are not reflected in the financial statements. These commitments consist of the undisbursed balance on home equity and unsecured personal lines of credit and commercial lines of credit, including commercial real estate secured lines of credit, and undisbursed funds on construction and development loans. The Company also issues standby letter of credit commitments, primarily for the third-party performance obligations of clients.
The following table presents a summary of commitments described above as of the dates indicated:
March 31,
December 31,
2025
2024
Commitments to extend credit
$
66,679
$
72,737
Standby letters of credit
607
677
Total commitments
$
67,286
$
73,414
Commitments generally have fixed expiration dates or other termination clauses. The actual liquidity needs or the credit risk that the Company will experience will likely be lower than the contractual amount of commitments to extend credit because a significant portion of these commitments are expected to expire without being drawn upon. The commitments are generally variable rate and include unfunded home equity lines of credit, commercial real estate construction loans where disbursement is made over the course of construction, commercial revolving lines of credit, and unsecured personal lines of credit. The Company’s outstanding loan commitments are made using the same underwriting standards as comparable outstanding loans. The reserve associated with these commitments included in interest payable and other liabilities on the consolidated balance sheets was $ 540,000 at March 31, 2025 and $ 600,000 at December 31, 2024.
Commercial Real Estate Concentrations
At March 31, 2025 and December 31, 2024, in management’s judgment, a concentration of loans existed in commercial real estate related loans. The Company’s commercial real estate loans are secured by owner-occupied and non-owner occupied commercial real estate and multifamily properties. Although management believes that loans within these concentrations have no more than the normal risk of collectability, a decline in the performance of the economy in general, or a decline in real estate values in the Company’s primary market areas in particular, could have an adverse impact on collectability .
Other Assets
The Company has commitments to fund investments in LIHTC partnerships and an SBIC fund. At both March 31, 2025 and December 31, 2024, the remaining commitments to the LIHTC partnerships and the SBIC fund were approximately $ 4.9 million and $ 122,000 , respectively.
Deposit Concentrations
At March 31, 2025, approximately $ 238.7 million, or 11.2 %, of the Company's deposits were derived from its top ten depositors. At December 31, 2024, approximately $ 304.5 million, or 13.6 %, of the Company's deposits were derived from its top ten depositors.
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Local Agency Deposits and Other Advances
In the normal course of business, the Company accepts deposits from local agencies. The Company is required to provide collateral for certain local agency deposits in the states of California, Colorado, New Mexico and Washington. At both March 31, 2025 and December 31, 2024, the FHLB had issued letters of credit on behalf of the Company totaling $ 41.1 million as collateral for local agency deposits.
NOTE 18 – SEGMENT INFORMATION
The Company operates as one reportable segment: banking operations. The Company’s banking operations generate revenue primarily from loans and securities, deposits, and non-interest income. Loan products generate a significant portion of interest and fee income, while deposit products provide fee and service charge income. The Company also earns interest income from securities and generates net gains from the sale of loans to third parties. Interest expense, provisions for credit losses, salaries and employee benefits, data processing, and occupancy expense typically represent the significant expenses in banking operations. These expenses align with those reported in the Company’s Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Cash Flows. Noncash items, such as depreciation and amortization, are also reflected in both the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements Cash Flows.
The Company’s Chief Operating Decision Maker (CODM) is identified as the Chief Executive Officer, who is responsible for assessing the financial performance of the Company and allocating resources accordingly. The CODM is provided with consolidated balance sheets, income statements, and net interest margin analyses in order to evaluate revenue streams, significant expenses, and budget-to-actual results in assessing the Company’s segment and determining the allocation of resources, as well as evaluating return on assets. In addition, the CODM utilizes consolidated net income, return on assets, and net interest margin as benchmarks to compare the Company’s performance against competitors. All operations are domestic and align with a single operating segment. Information reported internally for performance assessment by the CODM is identical to that shown in the Condensed Consolidated Statements of Income.
The following table presents the Company’s one operating segment for the periods indicated:
Three months ended March 31,
2025
2024
Interest and dividend income
$
32,646
$
31,744
Reconciliation of revenue:
Other revenues
1,440
2,062
Total consolidated revenue
34,086
33,806
Less:
Interest expense
9,766
9,337
Segment net interest income and noninterest income
24,320
24,469
Less:
Provision for credit losses
642
252
Salaries and employee benefits
9,935
10,036
Occupancy and equipment
2,136
2,154
Data processing
1,853
1,753
Other segment items
2,065
2,128
Provision for income taxes
1,987
2,269
Segment net income/consolidated net income
$
5,702
$
5,877
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March 31,
December 31,
2025
2024
Reconciliation of assets:
Total assets for reportable segment
$
2,563,798
$
2,664,508
Other assets
—
—
Total consolidated assets
$
2,563,798
$
2,664,508
NOTE 19 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that no events have occurred that would require adjustments to our disclosures in the condensed consolidated financial statements.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.