Form 10-Q Quarterly Report
FEDERAL DEPOSIT INSURANCE CORPORATION
Washington, D.C. 20429
FORM 10-Q
Mark One
G QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025 or
□ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
PREFERRED BANK
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
33539 (FDIC Certificate Number) |
95-4340119 (I.R.S. Employer Identification No.) |
|
(Address of Principal Executive Offices) |
90017 ( |
|
Registrant's telephone number, including area code: (213) 891-1188
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol |
|
|
Common Stock, no Par Value |
PFBC |
|
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 G 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 G No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," an "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer GAccelerated 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 G
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No
Number of shares of common stock of the Registrant outstanding as of
PREFERRED BANK
TABLE OF CONTENTS
Page Number
PART I. FINANCIAL INFORMATION
|
Item 1. |
Financial Statements (Unaudited) |
|
|
Consolidated Statements of Financial Condition as of |
1 |
|
|
Consolidated Income Statement and Comprehensive Income for the three months ended |
2 |
|
|
Consolidated Statements of Changes in Shareholders' Equity for the three months ended |
3 |
|
|
Consolidated Statements of Cash Flows for the three months ended |
4 |
|
|
Notes to Consolidated Interim Financial Statements |
6 |
|
|
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
30 |
|
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
52 |
|
Item 4. |
Controls and Procedures |
52 |
|
PART II. OTHER INFORMATION |
||
|
Item 1. |
Legal Proceedings |
53 |
|
Item 1A. |
Risk Factors |
53 |
|
Item 2. |
Unregistered Sales of |
53 |
|
Item 5. |
Other Information |
54 |
|
Item 6. |
Exhibits |
54 |
|
SIGNATURES |
55 |
|
Forward-Looking Statements
Certain matters discussed in this Quarterly Report on Form 10-Q (this "Report") may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as such, may involve risks and uncertainties. We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, the Bank's financial condition, results of operations, plans, objectives, expectations of the environment in which we operate and projections of future performance or business. Such statements can generally be identified by the use of forward-looking language, such as "is expected to," "will likely result," "anticipated," "projected", "estimate," "forecast," "intends to," or may include other similar words, phrases, or future or conditional verbs such as "aims", "believes," "plans," "continue," "remain," "may," "might," "will," "would," "should," "could," "can," or similar language. Forward-looking statements by us are based on estimates, beliefs, projections and assumptions of management and are not guarantees of future performance. Our actual results, performance, or achievements may differ significantly from the results, performance, or achievements expected or implied in such forward-looking statements. When considering these statements, you should not place undue reliance on these statements, as they are subject to certain risks and uncertainties, as well as any cautionary statements made within this Quarterly Report, and should also note that these statements are made as of the date of this Quarterly Report and based only on information known to us at that time.
Factors causing risk and uncertainty, which could cause future results to be materially different from forward-looking statements contained in our 2024 Annual Report as well as from historical performance, include but are not limited to:
-
Regulatory decisions regarding the Bank, and impact of future regulatory and governmental agency decisions including Basel III capital standards;
-
Adequacy of allowance for credit loss estimates in comparison to actual future losses;
-
Necessity of additional capital in the future, and possible unavailability of that capital on acceptable terms;
-
Economic and market conditions that may adversely affect the Bank and our industry;
-
Disruptions to the financial markets as a result of the current or anticipated impact of military conflict, including escalating military tension between
Russia andUkraine , terrorism or other geopolitical events; -
Possible loss of members of senior management or other key employees upon whom the Bank heavily relies;
-
Changes in the interest rate environment, and levels of short- and long-term interest rates, may negatively affect the Bank's financial performance;
-
Changes in governmental or bank-established interest rates or monetary policies, including the replacement of the LIBOR index on our loans which are tied to that index;
-
Strong competition from other financial service entities;
-
Possibility that the Bank's underwriting practices may prove to be ineffective;
-
Changes in the commercial and residential real estate markets that could adversely affect the collateral value supporting our loans and increase charge-offs;
-
Adverse economic conditions in
Asia which could negatively impact the Bank's business; -
Catastrophic events, acts of war or terrorism, or natural disasters, such as earthquakes, drought, pandemic diseases (such as the COVID-19 pandemic), climate change or extreme weather events, any of which may affect services we use, may affect our customers, employees or third parties with which we conduct business, or could negatively impact the Bank's business;
-
Geographic concentration of our operations;
-
The economic impact of Federal budgetary policies;
-
Failure to attract deposits, inhibiting growth;
-
Interruption or break in the communication, information, operating, and financial control systems upon which the Bank relies;
-
Changes in federal and state laws or the regulatory environment including regulatory reform initiatives and policies of the
U.S. Department of Treasury , theBoard of Governors of the Federal Reserve Board System, theFederal Deposit Insurance Corporation , theConsumer Financial Protection Bureau and theCalifornia Department of Financial Protection and Innovation ; -
Changes in accounting standards as may be required by the
Financial Accounting Standards Board or other regulatory agencies and their impact on critical accounting policies and assumptions; -
Potential changes in the
U.S. government's monetary policies; -
Environmental liability with respect to properties to which the Bank takes title;
-
Negative publicity;
-
Information technology and cyber security incidents, disruptions or attacks and the possible blocking, theft or loss of Bank or customer access, functionality, data, funding or money
As a result of the rapid rise in interest rates in 2022 and 2023, offset to an extent by a decrease in rates during 2024, resulting reductions in the value of investment securities portfolios throughout the industry, and recent bank failures, our forward-looking statements are subject to the following risks, uncertainties and assumptions specifically related to these circumstances:
-
Attraction and retention of uninsured deposits in the short-term may be challenged;
-
Deterioration in depositor confidence could result in deposit outflows and strains on our liquidity;
-
Failures of additional banks could further erode depositor confidence and deposit withdrawals that could require us to borrow funds or sell securities, which could adversely affect our operating results;
-
Replacement of withdrawn deposits with funds borrowed from the
Federal Home Loan Bank ,Federal Reserve Bank , or other sources likely will increase our marginal interest expense and could reduce our net interest income and reduce our net income and the rate of our quarterly cash dividend; -
Changes in regulations and examination standards in response to the recent bank failures could result in increased compliance costs and possible restrictions on operations and strategic initiatives; and
-
FDIC premiums may increase if theDeposit Insurance Fund experiences additional costs in the resolution of the recent and any future bank failures, which could reduce our net income.
These factors are further described in this report and in our 2024 Annual Report on Form 10-K as filed with the
ITEM 1. Financial Statements
PART I. FINANCIAL INFORMATION
PREFERRED BANK
Consolidated Statements of Financial Condition
(In thousands except share data)
|
Assets |
2025 (Unaudited) |
2024 |
|
Cash and due from banks |
|
|
|
Federal funds sold |
20,000 |
20,000 |
|
Cash and cash equivalents |
925,183 |
785,515 |
|
Securities held-to-maturity, at amortized cost (fair value of |
||
|
and |
19,745 |
20,021 |
|
Securities available-for-sale, at fair value |
390,096 |
348,706 |
|
Loans held for sale, at lower of cost or fair value |
- |
2,214 |
|
Loans |
5,634,413 |
5,640,615 |
|
Less: allowance for credit losses on loans |
(72,274) |
(71,477) |
|
Less: unamortized deferred loan fees, net |
(9,652) |
(9,234) |
|
Net loans |
5,552,487 |
5,559,904 |
|
Other real estate owned |
13,650 |
14,991 |
|
Bank furniture and fixtures, net |
8,276 |
8,462 |
|
Bank-owned life insurance ("BOLI") |
10,502 |
10,433 |
|
Accrued interest receivable |
31,775 |
33,561 |
|
Investment in affordable housing partnerships |
63,612 |
58,346 |
|
|
15,000 |
15,000 |
|
Net deferred tax assets |
46,280 |
47,402 |
|
Income tax receivable |
- |
2,195 |
|
Operating lease right-of-use assets |
20,281 |
13,182 |
|
Other assets |
3,205 |
3,497 |
|
Total assets |
|
|
Liabilities and Shareholders' Equity
Liabilities:
Deposits:
|
Demand |
|
|
|
Interest-bearing demand |
2,099,987 |
2,026,965 |
|
Savings |
32,631 |
30,150 |
|
Time certificates of |
1,531,715 |
1,477,931 |
|
Other time certificates |
1,678,132 |
1,676,943 |
|
Total deposits |
6,072,735 |
5,916,848 |
|
Subordinated debt issuance, net of unamortized costs and premium of |
||
|
at |
148,529 |
148,469 |
|
Accrued interest payable |
14,634 |
16,517 |
|
Commitments to fund investment in affordable housing partnerships |
20,956 |
21,623 |
|
Operating lease liability |
24,021 |
16,990 |
|
Other liabilities |
40,613 |
39,830 |
|
Total liabilities |
6,321,488 |
6,160,277 |
Commitments and Contingencies - Notes 6, 11 and 14 Shareholders' equity:
Preferred Stock, no par value. Authorized 25,000,000 shares; no issued or outstanding shares at
|
|
- |
- |
|
Common stock, no par value. Authorized 100,000,000 shares; outstanding 13,130,296 |
||
|
and 13,188,776 shares at |
210,882 |
210,882 |
|
|
||
|
|
(214,406) |
(201,172) |
|
Additional paid-in capital |
99,603 |
95,791 |
|
Retained earnings |
705,360 |
685,108 |
|
Accumulated other comprehensive loss |
(22,835) |
(27,457) |
|
Total shareholders' equity |
778,604 |
763,152 |
|
Total liabilities and shareholders' equity |
|
|
PREFERRED BANK
Consolidated Income Statement and Comprehensive Income
(In thousands, except share and per share data) (Unaudited)
Three months ended
|
Interest income: |
2025 |
2024 |
|
|
Loans and leases |
|
|
|
|
Investment securities |
12,810 |
16,257 |
|
|
Federal funds sold |
228 |
283 |
|
|
Total interest income |
114,529 |
126,520 |
|
|
Interest expense: |
|||
|
Interest-bearing demand |
16,590 |
22,290 |
|
|
Savings |
69 |
75 |
|
|
Time certificates of |
15,640 |
16,501 |
|
|
Other time certificates |
18,247 |
17,829 |
|
|
Subordinated debt |
1,325 |
1,325 |
|
|
Total interest expense |
51,871 |
58,020 |
|
|
Net interest income before provision for credit losses |
62,658 |
68,500 |
|
|
Provision for credit losses |
700 |
4,400 |
|
|
Net interest income after provision for credit losses |
61,958 |
64,100 |
|
|
Noninterest income: |
|||
|
Fees and service charges on deposit accounts |
716 |
845 |
|
|
Letter of credit fee income |
2,244 |
1,503 |
|
|
BOLI income |
103 |
105 |
|
|
Net gain on sale of |
275 |
103 |
|
|
Other income |
660 |
509 |
|
|
Total noninterest income |
3,998 |
3,065 |
|
|
Noninterest expense: |
|||
|
Salaries and employee benefits |
14,839 |
13,900 |
|
|
Net occupancy expense |
2,294 |
1,711 |
|
|
Business development and promotion expense |
462 |
266 |
|
|
Professional services |
1,651 |
1,457 |
|
|
Office supplies and equipment expense |
386 |
473 |
|
|
Other real estate owned related expense, net |
1,531 |
135 |
|
|
Other |
2,206 |
2,086 |
|
|
Total noninterest expense |
23,369 |
20,028 |
|
|
Income before income taxes |
42,587 |
47,137 |
|
|
Income tax expense |
12,563 |
13,671 |
|
|
Net income |
|
|
|
|
Unrealized net gain (loss) on securities available-for-sale |
5,744 |
(1,418) |
|
|
Less: reclassification adjustments included in net income |
- |
- |
|
|
Income tax (expense) benefit related to items of other comprehensive income |
(1,122) |
398 |
|
|
Other comprehensive income (loss) |
4,622 |
(1,020) |
|
|
Comprehensive income |
|
|
|
|
Net income per share |
|||
|
Basic |
|
|
|
|
Diluted |
|
|
|
|
Weighted-average common shares outstanding |
|||
|
Basic |
13,226,582 |
13,508,878 |
|
|
Diluted |
13,453,176 |
13,736,986 |
|
PREFERRED BANK
Consolidated Statements of Changes in Shareholders' Equity
(In thousands, except for share and per-share amounts) (Unaudited)
|
Preferred Common Stock Treasury Stock Shares Stock Stock |
Additional Paid-In Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Total Shareholders' Equity |
|||||||||||
|
Balance as of |
$ - |
13,188,776 |
|
|
|
|
|
|
|||||||
|
Issuance of shares upon vesting of share-based awards |
- 97,871 |
- - |
- |
- |
- |
- |
|||||||||
|
Cash dividend declared ( |
- - |
- - |
- |
(9,772) |
- |
(9,772) |
|||||||||
|
Stock-based compensation |
- - |
- - |
3,817 |
- |
- |
3,817 |
|||||||||
|
Stock surrendered due to employee tax liability |
- (42,609) |
- (3,681) |
- |
- |
- |
(3,681) |
|||||||||
|
Stock repurchased |
- (113,742) |
- (9,553) |
(5) |
- |
- |
(9,558) |
|||||||||
|
Net income |
- - |
- - |
- |
30,024 |
- |
30,024 |
|||||||||
|
Other comprehensive income, net |
- - |
- - |
- |
- |
4,622 |
4,622 |
|||||||||
|
Balance as of |
$ |
- |
13,130,296 |
$ |
210,882 |
$ |
(214,406) |
$ |
99,603 |
$ |
705,360 |
$ |
(22,835) |
$ |
778,604 |
|
Balance as of |
$ - |
13,583,285 |
|
|
|
|
|
|
|||||||
|
Issuance of shares upon vesting of share-based awards |
- 115,650 |
- - |
- |
- |
- |
- |
|||||||||
|
Cash dividend declared ( |
- - |
- - |
- |
(9,374) |
- |
(9,374) |
|||||||||
|
Stock-based compensation |
- - |
- - |
3,405 |
- |
- |
3,405 |
|||||||||
|
Stock surrendered due to employee tax liability |
- (49,212) |
- (3,595) |
- |
- |
- |
(3,595) |
|||||||||
|
Stock purchased |
- (256,986) |
- (18,234) |
(195) |
- |
- |
(18,429) |
|||||||||
|
Net income |
- - |
- - |
- |
33,466 |
- |
33,466 |
|||||||||
|
Other comprehensive loss, net |
- - |
- - |
- |
- |
(1,020) |
(1,020) |
|||||||||
|
Balance as of |
$ |
- |
13,392,737 |
$ |
210,882 |
$ |
(185,004) |
$ |
90,037 |
$ |
616,417 |
$ |
(32,774) |
$ |
699,558 |
See accompanying notes to the unaudited consolidated interim financial statements.
3
PREFERRED BANK
Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
Three months ended
|
2025 |
2024 |
||
|
Cash flows from operating activities: |
|||
|
Net income |
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|||
|
Provision for credit losses |
700 |
4,400 |
|
|
Amortization of deferred loan fees, net |
(865) |
(1,135) |
|
|
Amortization of investment securities discounts and premiums, net |
73 |
144 |
|
|
Amortization of investment in affordable housing partnerships |
3,515 |
2,422 |
|
|
Amortization of subordinated debt issuance costs |
59 |
60 |
|
|
Loans originated for sale |
(1,288) |
(1,301) |
|
|
Gain on sale of SBA loans |
(275) |
(103) |
|
|
Proceeds from sale of loans held for sale ("LHFS") |
3,777 |
1,159 |
|
|
Depreciation and amortization |
517 |
573 |
|
|
Share-based compensation expense |
3,817 |
3,405 |
|
|
Income from bank owned life insurance, net |
(69) |
(70) |
|
|
Write-down of other real estate owned |
1,341 |
- |
|
|
Changes in other assets and liabilities: |
|||
|
Income tax receivable |
2,281 |
2,391 |
|
|
Accrued interest receivable and other assets |
(5,107) |
(4,015) |
|
|
Accrued interest payable and other liabilities |
6,081 |
1,716 |
|
|
Net cash provided by operating activities |
44,581 |
43,112 |
Cash flows from investing activities:
Proceeds from principal paydowns, maturities and redemptions of securities held-to-maturity
250 240
|
Proceeds from principal paydowns, maturities and redemptions of securities available- for-sale |
2,895 |
4,883 |
|
|
Proceeds from sales and calls of securities available-for-sale |
- |
1,530 |
|
|
Purchase of securities available-for-sale |
(38,587) |
(27,517) |
|
|
Purchase of investments in affordable housing partnerships |
(9,448) |
(1,177) |
|
|
Proceeds from sale of loans from LHFS previously classified as portfolio loans |
- |
9,376 |
|
|
Proceeds from recoveries of written off loans |
97 |
1 |
|
|
Net increase in loans |
7,484 |
(64,661) |
|
|
Purchase of bank premises and equipment |
(331) |
(841) |
|
|
Net cash used in investing activities |
(37,640) |
(78,166) |
Cash flows from financing activities:
|
Net increase in deposits |
155,887 |
92,366 |
|
|
Increase in treasury shares |
(13,239) |
(22,024) |
|
|
Payment of cash dividends |
(9,921) |
(9,540) |
|
|
Net cash provided by financing activities |
132,727 |
60,802 |
|
|
Net increase in cash and cash equivalents |
139,668 |
25,748 |
|
|
Cash and cash equivalents at beginning of period |
785,515 |
910,852 |
|
|
Cash and cash equivalents at end of period |
|
|
See accompanying notes to the unaudited consolidated interim financial statements.
PREFERRED BANK
Consolidated Statements of Cash Flows - continued
(In thousands) (Unaudited)
Three months ended
|
2025 |
2024 |
|
|
Supplemental disclosure of cash flow information |
||
|
Cash paid during the period for: |
||
|
Interest |
|
|
|
Income taxes |
1,686 |
1,085 |
|
Noncash activities: |
||
|
Common stock dividends declared but not paid |
|
|
|
Operating lease liabilities arising from right-of-use assets |
8,086 |
1,421 |
|
Transfer of loans held for investment to loans held for sale |
- |
9,376 |
|
New commitments to fund affordable housing partnership Investment |
8,781 |
- |
See accompanying notes to the unaudited consolidated interim financial statements.
PREFERRED BANK
Notes to Consolidated Interim Financial Statements
(Unaudited)
Note 1 - Business
Note 2 - Principles of Consolidation and Basis of Presentation
The accompanying unaudited consolidated interim financial statements include the accounts of
The unaudited consolidated interim financial statements of the Bank have been prepared in conformity with generally accepted accounting principles generally accepted in
Through its branch network, the Bank provides a broad range of financial services to individuals and companies primarily located in SoutheCalifornia, the
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. The results of operations for the three months
ended
The accounting and reporting policies of the Bank are based upon GAAP and conform to predominant practices within the banking industry. The Bank has not made any changes in its significant accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended
Note 3 - Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. In
ASU 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements. In
Recently Issued Accounting Pronouncements
Following are the recently issued updates to the codification of
ASU 2024-03, Income Statement- Reporting Comprehensive Income-Expense Disaggregation Disclosures. In
Note 4 - Earnings Per Share
Earnings per share (EPS) are computed on a basic and diluted basis. Basic EPS is computed by dividing net income adjusted by presumed dividend payments and earnings on unvested restricted stock by the weighted average number of common shares outstanding. Losses are not allocated to participating securities. Unvested shares of restricted stock are excluded from basic shares outstanding. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shares in the earnings of the Bank.
The following tables set forth earnings per share calculations:
Weighted Per
|
Three months ended Net Income |
|
13,226,582 |
|||
|
Basic EPS - income available to common shareholders |
30,024 |
13,226,582 |
|
||
|
Effect of dilutive securities |
- |
226,594 |
|||
|
Diluted EPS - income available to common shareholders |
|
13,453,176 |
|
||
|
Three months ended Net Income |
|
13,508,878 |
|||
|
Basic EPS - income available to common shareholders |
33,466 |
13,508,878 |
|
||
|
Effect of dilutive securities |
- |
228,108 |
|||
|
Diluted EPS - income available to common shareholders |
|
13,736,986 |
|
||
Income Average Shares Share (Numerator) (Denominator) Amount
There were 209 and zero shares excluded from the computation of diluted earnings per share for the three months ended
Note 5 - Share-based Compensation
The Bank remunerates employees and directors through, among other means, the 2014 Equity Incentive Plan (the "2014 Plan") and the 2024 Equity Incentive Plan (the "2024 Plan") (collectively, the "Equity Inventive Plans"), which are discussed below.
Equity Incentive Plans
The 2014 Plan provided for granting of nonstatutory stock options, incentive stock options, RSAs and RSUs to employees, officers, and directors of the Bank. Stock options granted under the 2014 Plan had an exercise price equal to the fair value of the underlying common stock on the date of grant. Stock options and share awards granted under the 2014 Plan are generally vested in installments between 20-25% each year, became fully vested after four to five years, and expired four to six years from the date of grant. All option and share awards provided for accelerated vesting if there is a change in control (as defined in the 2014 Plan). There were 2,500,000 shares authorized under this plan. The 2014 Plan has expired by its terms, which expiration has no effect on options and awards outstanding under the 2014 Plan. Under the 2014 Plan, there were no options outstanding as of
In
Restricted Stock Units
The Bank's Equity Incentive Plans provide for the granting of RSUs to employees, officers, and directors of the Bank.
The RSUs granted to our employees, officers and directors under the Equity Incentive Plans have an immediate-to-four year vesting period and the vested number of shares are distributed at the end of the vesting period. Unlike RSAs, RSUs do not entitle the recipients to receive cash dividends.
Performance-based RSUs are granted to our Chief Executive Officer at the target amount of awards, payable at the end of the three-year performance period. Based on achievement of pre-determined financial goals, the number of shares that vest can be adjusted to a maximum of 175% of the target.
The compensation costs of both time-based and performance-based awards are estimated based on awards ultimately expected to vest and recognized on a straight-line basis from the grant date until the vesting date of each grant. The total unrecognized compensation expense for outstanding RSUs as of
The total fair value of vested RSUs during the three months ended
During the three months ended
The following is a summary of the activities for the time-based RSUs and the performance-based RSUs that will be settled under the Equity Incentive Plans for the three months ended
Performance-basedTime-based
Weighted Average Weighted Average
|
Number of Shares |
Grant Date Fair Value |
Number of Shares |
Grant Date Fair Value |
||||
|
Non-Vested RSUs as of |
74,843 |
|
273,754 |
|
|||
|
RSUs granted |
15,163 |
84.81 |
83,710 |
86.38 |
|||
|
Forfeited or expired |
- |
- |
(860) |
76.77 |
|||
|
Vested |
(26,250) |
85.99 |
(71,621) |
83.85 |
|||
|
Non-Vested RSUs as of |
63,756 |
|
284,983 |
|
Note 6 - Off-Balance Sheet Commitments
The Bank enters into a variety of financial transactions with its customers in the normal course of business. Many of these products do not necessarily entail present or future funded asset or liability positions but are instead in the nature of executor contracts.
Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Financial instrument transactions are subject to the Bank's normal credit standards, financial controls and risk-limiting and monitoring procedures. Collateral requirements are based on a case-by-case evaluation of each customer and product. The most significant categories of collateral include real estate properties underlying mortgage loans, liens on equipment and inventory and personal property and cash on deposit with the Bank.
The Bank's exposure to credit risk under commitments to extend credit, standby letters of credit, and financial guarantees written is limited to the contractual amount of those instruments.
The following table sets forth the Bank's commitments to fund loans and other financial instruments as of
2025
(In thousands)
|
Commitments to extend credit |
|
|
|
Commercial letters of credit |
4,648 |
4,648 |
|
Standby letters of credit |
478,441 |
471,560 |
|
Total |
|
|
The majority of loan commitments have terms up to one year and variable rates of interest. Standby letters of credit have terms up to one year. Most standby letters of credit expire unused.
The Bank performs an analysis to estimate the credit losses for off-balance sheet commitments, including letters of credit, acceptances outstanding, and committed loan amounts, on a quarterly basis. The reserve is calculated by applying the historical loss factor for the quarter over the total outstanding letters of credit which is also applied to pass loans for allowance for credit losses on loans provision purposes. Under the current expected credit losses ("CECL") methodology, the look back period over the last 10 years period diluted the more recent loss experience so a rolling 4-year loss rate is applied until the historical loss rate equalizes.
The allowance for credit losses on off-balance sheet commitments was
Note 7 - Cash Dividend
On
Note 8 - Investment Securities
The Bank classifies its debt investment securities in two categories: held-to-maturity or available-for-sale. Unrealized holding gains or losses, net of the related tax effect, on available-for-sale securities are excluded from income and are reported as a separate component of shareholders' equity as accumulated other comprehensive income net of applicable taxes until realized. Recognized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis. These securities are adjusted for the amortization or accretion of premiums or discounts. The Bank does not own any debt securities classified as trading or equity securities.
The carrying value of our securities classified as held-to-maturity was
Amortized unrecognized unrecognized Estimated
costgainslossesfair value (In thousands)
Mortgage-backed securities
-
18,395
Amortized unrecognized unrecognized Estimated
costgainslossesfair value (In thousands)
Mortgage-backed securities
-
18,273
The following tables summarize unrecognized losses on our held-to-maturity investment securities, aggregated by the length of time the securities have been in a continuous unrecognized loss position, at
Held to maturity:
Less than 12 months12 months or greaterTotal Estimated Unrealized Estimated Unrealized Estimated Unrealized
fair valuelossesfair valuelossesfair valuelosses (In thousands)
Held to maturity:
Less than 12 months12 months or greaterTotal Estimated Unrealized Estimated Unrealized Estimated Unrealized
fair valuelossesfair valuelossesfair valuelosses (In thousands)
The tables below show the amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as available-for-sale as of
March 31, 2025 Gross Gross
Amortized unrealized unrealized Estimated
costgainslossesfair value (In thousands)
|
Asset-backed securities |
|
|
|
|
|
Corporate notes |
126,061 |
578 |
(4,397) |
122,242 |
|
|
7,723 |
1 |
(204) |
7,520 |
|
Collateralized mortgage obligations |
142,955 |
- |
(18,045) |
124,910 |
|
Municipal securities |
69,679 |
2 |
(10,111) |
59,570 |
|
|
218 |
- |
(14) |
204 |
|
|
73,069 |
2,074 |
(2,299) |
72,844 |
|
Total securities available-for-sale |
|
|
|
|
December 31, 2024 Gross Gross
Amortized unrealized unrealized Estimated
costgainslossesfair value (In thousands)
|
Asset-backed securities |
|
|
|
|
|
Corporate notes |
126,014 |
418 |
(6,068) |
120,364 |
|
|
8,024 |
- |
(294) |
7,730 |
|
Collateralized mortgage obligations |
145,530 |
- |
(20,246) |
125,284 |
|
Municipal securities |
69,797 |
3 |
(9,285) |
60,515 |
|
|
235 |
- |
(18) |
217 |
|
|
34,445 |
- |
(2,676) |
31,769 |
|
Total securities available-for-sale |
|
|
|
|
The following tables show the gross unrealized losses and estimated fair value of our available-for-sale investments aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at
Less than 12 months12 months or greaterTotal Estimated Unrealized Estimated Unrealized Estimated Unrealized
fair valuelossesfair valuelossesfair valuelosses (In thousands)
|
Available for sale: |
||||||
|
Asset-backed securities |
$ - $ - |
|
|
|
||
|
Corporate notes |
- - 78,370 |
(4,397) |
78,370 |
(4,397) |
||
|
|
1,159 |
(13) |
6,247 |
(191) |
7,406 |
(204) |
|
Collateralized mortgage obligations |
1 |
- |
124,908 |
(18,045) |
124,909 |
(18,045) |
|
Municipal securities |
2,726 |
(58) |
53,052 |
(10,053) |
55,778 |
(10,111) |
|
|
- |
- |
204 |
(14) |
204 |
(14) |
|
|
- |
- |
12,656 |
(2,299) |
12,656 |
(2,299) |
|
Total securities available-for-sale |
|
|
|
|
|
|
Less than 12 months12 months or greaterTotal Estimated Unrealized Estimated Unrealized Estimated Unrealized
fair valuelossesfair valuelossesfair valuelosses (In thousands)
|
Available for sale: |
||||||
|
Asset-backed securities |
$ - |
$ - |
|
|
|
|
|
Corporate notes |
13,170 |
(145) |
76,853 |
(5,923) |
90,023 |
(6,068) |
|
|
1,298 |
(15) |
6,392 |
(279) |
7,690 |
(294) |
|
Collateralized mortgage obligations |
1 |
- |
125,282 |
(20,246) |
125,283 |
(20,246) |
|
Municipal securities |
3,286 |
(49) |
53,984 |
(9,236) |
57,270 |
(9,285) |
|
|
- |
- |
217 |
(18) |
217 |
(18) |
|
|
19,491 |
- |
12,278 |
(2,676) |
31,769 |
(2,676) |
|
Total securities available-for-sale |
|
|
|
|
|
|
In accordance with Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Bank performs a thorough annual review of each of the investment securities in its portfolio (other than
We do not intend to sell these securities until recovery and have determined that it is not more likely than not that we will be required to sell the securities prior to recovery of their amortized cost basis.
At
There were no cash proceeds from sales, calls or maturities of securities available-for-sale for the three months ended
The amortized cost and estimated fair value of securities at
Mortgage-backed securities are classified in accordance with their estimated average life. Expected maturities differ from contractual maturities mainly due to prepayment rates; changes in prepayment rates will affect a security's average life.
Available-for-SaleHeld-to-maturity Amortized Estimated Amortized Estimated
Costfair valueCostfair value
(In thousands) (In thousands)
|
Due in one year or less |
|
|
$ - |
$ - |
|
Due after one year through five years |
35,020 |
34,790 |
10,690 |
10,476 |
|
Due after five years through ten years |
185,336 |
180,867 |
- |
- |
|
Due after ten years |
202,091 |
174,374 |
9,055 |
7,919 |
|
Total |
|
|
|
|
Note 9 - Loans and Allowance for Credit Losses on Loans
The Bank's loan portfolio includes originated loans as well as purchased loans. The loans portfolio as of
20252024
(In thousands)
|
Real estate mortgage |
|
|
|
Real estate construction |
575,348 |
583,765 |
|
Commercial & industrial |
1,373,748 |
1,418,445 |
|
SBA |
7,104 |
6,833 |
|
Trade finance |
631 |
485 |
|
Consumer & other |
164 |
247 |
|
Gross loans |
5,634,413 |
5,640,615 |
|
Less: Allowance for credit losses on loans |
(72,274) |
(71,477) |
|
Deferred loan and fees, net |
(9,652) |
(9,234) |
|
Total loans, net |
|
|
We evaluate our allowance for credit losses quarterly. The allowance for credit losses ("ACL") is based upon management's assessment of various factors affecting the collectability of the loans using the relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors.
Credit losses are estimated using the Current Expected Credit Losses ("CECL") methodology. This methodology is dependent largely on the availability of historical loan data based on loan level risk approach using Probability of Default / Loss Given Default ("PD/LGD"). PD is the probability that a borrower will default on its obligation. LGD is the amount of money a bank loses when a loan defaults net of any recovery expressed as a percentage of the outstanding loan amount at the time of default. We selected a software solution to help apply transition matrices to develop the PD/LGD approach. This method assesses historical loss data to estimate expected credit losses over the historical, current, and forecast periods that represents the life of loans under CECL. The considerations to establish a look back period are influenced by data availability, historical economic cycles, changes to lending practices, improvement in credit risk management practices and oversight control over the years.
Based on our assessment, we have decided to use a look back period beginning from
losses. Management has also considered a reversion period equal to half of the forecast period or equivalent to six months of the reasonable and supportable forecast. Accrued interest is not considered in computed expected credit losses.
The loan portfolio is segmented into pools with similar characteristics, primarily based on loan product type (collateral driven). The Bank examined the loan portfolio and the current loan segmentations reasonably reflect the homogenous risk characteristics related to each loan pool. The loan portfolio is segmented into seven main categories: commercial, international trade finance, construction, real estate, residential mortgage, cash secured and SBA. Within these categories, we further segment into 17 collective pools with similar risk characteristics. Management has examined the current loan pools and concluded the segmentations reasonably reflect homogenous risk characteristics related to each loan pool. The Bank remains focused on commercial loan products which have comprised the largest loan segmentation. The loan products have not changed over the years before or after the last economic cycle. The existing loan pools are considered appropriate for use to estimate ACL. The Bank has started to originate SBA loans that are partially guaranteed by the SBA.
Loans are individually evaluated for credit losses when they no longer exhibit similar risk characteristics with other loans in the portfolio. We individually review and analyze non-accrual loans, classified loans, and certain other loans as determined necessary. Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower, based on management's assessment, is experiencing financial difficulty as of the reporting date. Collateral dependent loans are typically analyzed by comparing the loan amount to the fair value of collateral less cost to sell, with a prompt charge-off taken for the 'shortfall' amount once the value is confirmed. Other methods can be used; i.e. loan sale market price or present value of expected future cash flows discounted at the loan's effective interest rate.
The Bank also makes adjustments, if warranted, in both quantitative and qualitative modeling to estimate the allowance. Such adjustments are intended to account for conditions that management believes directly impact loss potential in the portfolio that is not currently being captured in the model. To the extent possible, management accounts for the impact of quantitative factors on a pool by pool basis, and qualitative factors on a portfolio basis. Qualitative factors consist of nine factors including recent trends and economic conditions. We apply environmental and general economic factors to our allowance methodology including: credit concentrations; delinquency trends; national and local economic and business conditions; the quality of lending management and staff; lending policies and procedures; loss and recovery trends; nature and volume of the portfolio; changes in the value of underlying collateral for collateral dependent loans; the quality of loan reviews; and other external factors including competition, legal, and regulatory factors. The Bank aggregates the sums of the estimates of probable loss for each category with the specific individually evaluated reserves to arrive at the total estimated allowance for credit losses.
The Bank had
The following tables show the Bank's past due and non-accrual loans by class as of
2024:
Accruing Loans
60-89 Days Past Due
90+ Days Past Due
Total Past Due
Current Total Non-accrual Loans
Total Loans
|
Loan Class Real estate mortgage |
(In thousands) |
|||||||
|
Residential |
|
$ - $ - |
|
|
|
|
||
|
Commercial |
46,817 |
- - 46,817 |
2,780,902 |
2,827,719 |
41,737 |
2,869,456 |
||
|
Total real estate mortgage Real estate construction |
48,087 |
- - 48,087 |
3,554,969 |
3,603,056 |
74,362 |
3,677,418 |
||
|
Residential |
- |
- |
- |
- |
306,283 |
306,283 |
- |
306,283 |
|
Commercial |
- |
- |
- |
- |
269,065 |
269,065 |
- |
269,065 |
|
Total real estate construction |
- |
- |
- |
- |
575,348 |
575,348 |
- |
575,348 |
|
Commercial and Industrial |
1,590 |
- - 1,590 |
1,367,638 |
1,369,228 |
4,520 |
1,373,748 |
||
|
SBA |
- |
- - - |
7,104 |
7,104 |
- |
7,104 |
||
|
Trade Finance |
- |
- - - |
631 |
631 |
- |
631 |
||
|
Consumer & other |
- |
- - - |
164 |
164 |
- |
164 |
||
|
Total as of |
|
$ - $ - |
|
|
|
|
||
Accruing Loans
|
30-59 Days |
60-89 Days |
90+ Days |
Total Current |
|
Past Due |
Past Due |
Past Due |
Past Due |
Total Non-accrual Loans
Total Loans
|
Loan Class Real estate mortgage Residential |
|
$ - |
|
|
(In thousands) |
|
|
|
|
Commercial |
2,927 |
67,947 |
- |
70,874 |
2,740,425 |
2,811,299 |
29,472 |
2,840,771 |
|
Total real estate mortgage |
10,955 |
67,947 |
1,100 |
80,002 |
3,520,397 |
3,600,399 |
30,441 |
3,630,840 |
|
Real estate construction |
||||||||
|
Residential |
- |
- |
- |
- |
296,580 |
296,580 |
- |
296,580 |
|
Commercial |
- |
- |
- |
- |
287,185 |
287,185 |
- |
287,185 |
|
Total real estate construction |
- |
- |
- |
- |
583,765 |
583,765 |
- |
583,765 |
|
Commercial and Industrial |
3,646 |
- |
- |
3,646 |
1,408,489 |
1,412,135 |
6,310 |
1,418,445 |
|
SBA |
- |
- |
- |
- |
6,833 |
6,833 |
- |
6,833 |
|
Trade Finance |
- |
- |
- |
- |
485 |
485 |
- |
485 |
|
Consumer & other |
- |
- |
- |
- |
247 |
247 |
- |
247 |
|
Total as of |
|
|
|
|
|
|
|
|
The following tables presents the Bank's non-accrual loans with and without an allowance for credit losses and related interest income recognized by class as of
|
Interest Income |
|||||
|
Nonaccrual Loans |
Recognized |
||||
|
without |
with |
Loans 90+ Days Past Due and |
Three months |
||
|
ACL |
ACL |
Total |
Accruing Interest |
ended |
|
|
(in thousands) |
|||||
|
|
|||||
|
Real estate mortgage: |
|||||
|
Residential |
|
$ - |
|
$ - |
$ - |
|
Commercial |
38,016 |
3,721 |
41,737 |
- |
- |
|
Total R/E mortgage |
70,641 |
3,721 |
74,362 |
- |
- |
|
Commercial & industrial |
- |
4,520 |
4,520 |
- |
- |
|
Total |
|
|
|
$ - |
$ - |
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