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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2022

OR

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

For the transition period from __________________ to __________________

Commission File Number 001-40379

FIVE STAR BANCORP

(Exact name of Registrant as specified in its charter)

California						75-3100966
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

3100 Zinfandel Drive

Suite 100

Rancho Cordova

CA

95670

(Address of principal executive office)

(Zip Code)

Registrant’s telephone number, including area code: (916) 626-5000

Not Applicable

(Former name, former address and formal fiscal year, if changed since last report)

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

Title of each class			Trading symbol			Name of each exchange on which registered
Common stock, no par value per share			FSBC			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

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 x No o

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

Large accelerated filer			o			Accelerated filer			o
Non-accelerated Filer			x			Smaller reporting company			x
Emerging growth company			x

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

As of August 4, 2022, there were 17,245,983 shares of the registrant’s common stock, no par value, outstanding.

1

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Table of Contents

TABLE OF CONTENTS

PART I			FINANCIAL INFORMATION			5
ITEM 1.			Financial Statements			5
			Consolidated Balance Sheets (unaudited)			6
			Consolidated Statements of Income (unaudited)			7
			Consolidated Statements of Comprehensive Income (unaudited)			8
			Consolidated Statements of Changes in Shareholders’ Equity (unaudited)			9
			Consolidated Statements of Cash Flows (unaudited)			11
			Notes to Consolidated Financial Statements (unaudited)			12
ITEM 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			40
ITEM 3.			Quantitative and Qualitative Disclosure About Market Risk			79
ITEM 4.			Controls and Procedures			79
PART II			OTHER INFORMATION			80
ITEM 1.			Legal Proceedings			80
ITEM 1A.			Risk Factors			80
ITEM 2.			Unregistered Sales of Equity Securities and Use of Proceeds			80
ITEM 3.			Defaults Upon Senior Securities			80
ITEM 4.			Mine Safety Disclosures			80
ITEM 5.			Other Information			80
ITEM 6.			Exhibits			81
SIGNATURES						82

2

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Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of our beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” or words or phases of similar meaning. We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond our control. Such forward-looking statements are based on various assumptions (some of which may be beyond our control) and are subject to risks and uncertainties, which change over time, and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to:

•uncertain market conditions and economic trends nationally, regionally, and particularly in Northern California and California, including as a result of the coronavirus, and variants thereof ("COVID-19");

•risks related to the concentration of our business in California, and specifically within Northern California, including risks associated with any downturn in the real estate sector;

•the occurrence or impact of climate change or natural or man-made disasters or calamities, such as wildfires, droughts, and earthquakes;

•risks related to the impact of the COVID-19 pandemic on our business and operations;

•changes in market interest rates that affect the pricing of our loans and deposits and our net interest income;

•risks related to our strategic focus on lending to small to medium-sized businesses;

•the sufficiency of the assumptions and estimates we make in establishing reserves for potential loan losses and the value of loan collateral and securities;

•our ability to attract and retain executive officers and key employees and their customer and community relationships;

•the risks associated with our loan portfolios, and specifically with our commercial real estate loans;

•our level of nonperforming assets and the costs associated with resolving problem loans, if any, and complying with government-imposed foreclosure moratoriums;

•our ability to maintain adequate liquidity and to maintain capital necessary to fund our growth strategy and operations and to satisfy minimum regulatory capital levels;

•the effects of increased competition from a wide variety of local, regional, national, and other providers of financial and investment services;

•risks associated with unauthorized access, cyber-crime, and other threats to data security;

•our ability to comply with various governmental and regulatory requirements applicable to financial institutions, including supervisory actions by federal and state banking agencies;

•the impact of recent and future legislative and regulatory changes, including changes in banking, securities, and tax laws and regulations and their application by our regulators, and economic stimulus programs;

•governmental monetary and fiscal policies, including the policies of the Board of Governors of the Federal Reserve System (the "Federal Reserve");

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•changes in the U.S. economy, including an economic slowdown, inflation, deflation, housing prices, employment levels, rate of growth, and general business conditions;

•our ability to implement, maintain, and improve effective internal controls; and

•other factors that are discussed in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.”

The foregoing factors should not be considered exhaustive and should be read together with other cautionary statements that are included in this report, including those discussed in the section entitled “Risk Factors.” Additional factors that could cause results or performance to materially differ from those expressed in our forward-looking statements are detailed in the section entitled “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021, and other filings we may make with the Securities and Exchange Commission ("SEC"), copies of which are available from us at no charge. New risks and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence or how they will affect us. If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance, or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Quarterly Report on Form 10-Q. Therefore, we caution you not to place undue reliance on our forward-looking information and statements. We disclaim any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.

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PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements

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FIVE STAR BANCORP AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data)

			June 30, 2022						December 31, 2021
ASSETS
Cash and due from financial institutions			$	66,423					$	136,074
Interest-bearing deposits in banks			204,335						289,255
Cash and cash equivalents			270,758						425,329
Time deposits in banks			10,841						14,464
Securities available-for-sale, at fair value			122,426						148,807
Securities held-to-maturity, at amortized cost (fair value of $4,332 and $5,197 at June 30, 2022 and December 31, 2021, respectively)			4,477						4,946
Loans held for sale			12,985						10,671
Loans held for investment			2,380,511						1,934,460
Allowance for loan losses			(25,786)						(23,243)
Loans held for investment, net of allowance for loan losses			2,354,725						1,911,217
Federal Home Loan Bank of San Francisco (“FHLB”) stock			10,890						6,723
Operating leases, right-of-use asset ("ROUA")			4,472						—
Premises and equipment, net			1,768						1,773
Bank-owned life insurance ("BOLI"), net			14,444						11,203
Interest receivable and other assets			28,285						21,628
			$	2,836,071					$	2,556,761
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits
Non-interest-bearing			$	1,006,066					$	902,118
Interest-bearing			1,495,245						1,383,772
Total deposits			2,501,311						2,285,890
Subordinated notes, net			28,420						28,386
FHLB advances			60,000						—
Operating lease liability			4,739						—
Interest payable and other liabilities			8,401						7,439
Total liabilities			2,602,871						2,321,715
Commitments and contingencies (Note 11)
Shareholders’ equity
Preferred stock, no par value; 10,000,000 shares authorized; zero issued and outstanding at June 30, 2022 and December 31, 2021			—						—
Common stock, no par value; 100,000,000 shares authorized; 17,245,983 shares issued and outstanding at June 30, 2022; 17,224,848 shares issued and outstanding at December 31, 2021			219,023						218,444
Retained earnings			26,924						17,168
Accumulated other comprehensive loss, net			(12,747)						(566)
Total shareholders’ equity			233,200						235,046
			$	2,836,071					$	2,556,761

See accompanying notes to unaudited consolidated financial statements.

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FIVE STAR BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

			Three Months Ended June 30,												Six Months Ended June 30,
			2022						2021						2022						2021
Interest and fee income
Loans, including fees			$	24,841					$	18,626					$	46,932					$	37,239
Taxable securities			423						338						813						597
Nontaxable securities			179						219						356						433
Interest-bearing deposits in other banks			518						125						710						229
			25,961						19,308						48,811						38,498
Interest expense
Deposits			1,021						568						1,566						1,267
FHLB advances			5						—						5						—
Subordinated notes			444						444						887						887
			1,470						1,012						2,458						2,154
Net interest income			24,491						18,296						46,353						36,344
Provision for loan losses			2,250						—						3,200						200
Net interest income after provision for loan losses			22,241						18,296						43,153						36,144
Non-interest income
Service charges on deposit accounts			130						106						238						196
Net gain on sale of securities available-for-sale			—						92						5						274
Gain on sale of loans			831						1,091						1,749						2,022
Loan-related fees			795						369						1,412						629
FHLB stock dividends			99						92						201						170
Earnings on BOLI			101						60						191						112
Other			41						36						386						59
			1,997						1,846						4,182						3,462
Non-interest expense
Salaries and employee benefits			5,553						4,939						11,228						9,636
Occupancy and equipment			513						441						1,033						892
Data processing and software			739						598						1,455						1,227
Federal Deposit Insurance Corporation ("FDIC") insurance			245						150						410						430
Professional services			568						1,311						1,122						2,843
Advertising and promotional			484						265						828						435
Loan-related expenses			389						218						667						447
Other operating expenses			1,714						1,658						3,037						2,474
			10,205						9,580						19,780						18,384
Income before provision for income taxes			14,033						10,562						27,555						21,222
Provision for income taxes			4,080						734						7,740						1,116
Net income			$	9,953					$	9,828					$	19,815					$	20,106
Basic earnings per common share			$	0.58					$	0.67					$	1.15					$	1.57
Diluted earnings per common share			$	0.58					$	0.67					$	1.15					$	1.57

See accompanying notes to unaudited consolidated financial statements.

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FIVE STAR BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

			Three Months Ended June 30,												Six Months Ended June 30,
			2022						2021						2022						2021
Net income			$	9,953					$	9,828					$	19,815					$	20,106
Net unrealized holding (loss) gain on securities available-for-sale during the period			(7,849)						903						(17,287)						(711)
Reclassification adjustment for net realized gains included in net income			—						(92)						(5)						(274)
Income tax (benefit) expense related to other comprehensive loss			(2,320)						133						(5,111)						72
Other comprehensive (loss) income			(5,529)						678						(12,181)						(1,057)
Total comprehensive income			$	4,424					$	10,506					$	7,634					$	19,049

See accompanying notes to unaudited consolidated financial statements.

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FIVE STAR BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Three months ended June 30, 2022 and 2021

(Unaudited)

(In thousands, except share and per share data)

						Common Stock												Retained Earnings						Accumulated Other Comprehensive Income (Loss), Net of Taxes						Total
						Shares						Amount
Three months ended June 30, 2021
Balance at March 31, 2021						11,007,005						$	110,144					$	21,623					$	(390)					$	131,377
Net income						—						—						9,828						—						9,828
Other comprehensive income						—						—						—						678						678
Stock offering						6,054,750						111,243						—						—						111,243
Stock issued under stock award plans						123,253						—						—						—						—
Stock compensation expense						—						150						—						—						150
Director stock compensation expense						40,500						810						—						—						810
Reclassification of retained deficit						—						(4,321)						4,321						—						—
Cash dividends paid ($3.25 per share)						—						—						(35,772)						—						(35,772)
Balance at June 30, 2021						17,225,508						$	218,026					$	—					$	288					$	218,314
Three months ended June 30, 2022
Balance at March 31, 2022						17,246,199						$	218,721					$	19,558					$	(7,218)					$	231,061
Net income						—						—						9,953						—						9,953
Other comprehensive loss						—						—						—						(5,529)						(5,529)
Stock issued under stock award plans						1,438						—						—						—						—
Stock compensation expense						—						161						—						—						161
Director stock compensation expense						—						141						—						—						141
Stock forfeitures						(1,654)						—						—						—						—
Cash dividends paid ($0.15 per share)						—						—						(2,587)						—						(2,587)
Balance at June 30, 2022						17,245,983						$	219,023					$	26,924					$	(12,747)					$	233,200

See accompanying notes to unaudited consolidated financial statements.

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FIVE STAR BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Six months ended June 30, 2022 and 2021

(Unaudited)

(In thousands, except share and per share data)

						Common Stock												Retained Earnings						Accumulated Other Comprehensive Income (Loss), Net of Taxes						Total
						Shares						Amount
Six months ended June 30, 2021
Balance at December 31, 2020						11,000,273						$	110,082					$	22,348					$	1,345					$	133,775
Net income						—						—						20,106						—						20,106
Other comprehensive loss						—						—						—						(1,057)						(1,057)
Stock offering						6,054,750						111,243						—						—						111,243
Stock issued under stock award plans						132,707						—						—						—						—
Stock compensation expense						—						212						—						—						212
Director stock compensation expense						40,500						810						—						—						810
Stock forfeitures						(2,722)						—						—						—						—
Reclassification of retained deficit						—						(4,321)						4,321						—						—
Cash dividends paid ($4.25 per share)						—						—						(46,775)						—						(46,775)
Balance at June 30, 2021						17,225,508						$	218,026					$	—					$	288					$	218,314
Six months ended June 30, 2022
Balance at December 31, 2021						17,224,848						$	218,444					$	17,168					$	(566)					$	235,046
Net income						—						—						19,815						—						19,815
Other comprehensive loss						—						—						—						(12,181)						(12,181)
Stock issued under stock award plans						23,639						—						—						—						—
Stock compensation expense						—						330						—						—						330
Director stock compensation expense						—						249						—						—						249
Stock forfeitures						(2,504)						—						—						—						—
Cumulative effect of adoption of Acounting Standards Codification ("ASC") 842 on retained earnings						—						—						68						—						68
Cash dividends paid ($0.75 per share)						—						—						(10,127)						—						(10,127)
Balance at June 30, 2022						17,245,983						$	219,023					$	26,924					$	(12,747)					$	233,200

See accompanying notes to unaudited consolidated financial statements.

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FIVE STAR BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended June 30, 2022 and 2021

(Unaudited)

(In thousands)

			Six months ended June 30,
			2022						2021
Cash flows from operating activities:
Net income			$	19,815					$	20,106
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses			3,200						200
Loans originated for sale			(36,964)						(22,355)
Gain on sale of loans			(1,749)						(2,022)
Proceeds from sale of loans			25,728						22,037
Net gain on sale of securities available-for-sale			(5)						(274)
Earnings on BOLI			(191)						(112)
Stock compensation expense			330						212
Director stock compensation expense			249						810
Change in deferred loan fees			158						843
Amortization and accretion of security premiums and discounts			659						736
Amortization of subordinated notes issuance costs			34						27
Depreciation and amortization			316						265
Decrease in operating lease liability			(482)						—
Amortization of operating lease ROUA			496						—
Deferred taxes			—						(4,727)
Net changes in:
Interest receivable and other assets			(1,557)						(1,223)
Interest payable and other liabilities			1,295						7,246
Net cash provided by operating activities			11,332						21,769
Cash flows from investing activities:
Proceeds from sale of securities available-for-sale			1,623						16,182
Maturities, prepayments, and calls of securities available-for-sale			8,977						7,822
Purchases of securities available-for-sale			(1,641)						(69,070)
Net change in time deposits in banks			3,623						4,254
Loan originations, net of repayments			(436,195)						(78,562)
Purchase of premises and equipment			(311)						(245)
Purchase of FHLB stock			(4,223)						(491)
Purchase of BOLI			(3,050)						(2,300)
Net cash used in investing activities			(431,197)						(122,410)
Cash flows from financing activities:
Net change in deposits			215,421						282,284
Proceeds from issuance of stock			—						111,243
FHLB advances			60,000						—
Cash dividends paid			(10,127)						(46,775)
Net cash provided by financing activities			265,294						346,752
Net change in cash and cash equivalents			(154,571)						246,111
Cash and cash equivalents at beginning of period			425,329						290,493
Cash and cash equivalents at end of period			$	270,758					$	536,604
Supplemental disclosure of cash flow information:
Interest paid			$	1,345					$	2,217
Income taxes paid			$	5,200					$	1,050
Supplemental disclosure of noncash investing and financing activities:
Transfer from loans held for investment to loans held for sale			$	10,671					$	4,820
Unrealized loss on securities			$	(17,287)					$	(711)
Operating lease liabilities recorded in conjunction with adoption of ASC 842			$	5,221					$	—
ROUA recorded in conjunction with adoption of ASC 842			$	4,974					$	—
Cumulative effect of adoption of ASC 842 on retained earnings			$	68					$	—

See accompanying notes to unaudited consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1: Basis of Presentation

Nature of Operations and Principles of Consolidation

Five Star Bank (the “Bank”) was chartered on October 26, 1999 and began operations on December 20, 1999. Five Star Bancorp (“Bancorp” or the “Company”) was incorporated on September 16, 2002 and subsequently obtained approval from the Federal Reserve to be a bank holding company in connection with its acquisition of the Bank. The Company became the sole shareholder of the Bank on June 2, 2003 in a statutory merger, pursuant to which each outstanding share of the Bank’s common stock was exchanged for one share of common stock of the Company.

The Company, through the Bank, provides financial services to customers who are predominately small and middle-market businesses, professionals, and individuals residing in the Northern California region. The Company's primary loan products are commercial real estate loans, land development loans, construction loans, and operating lines of credit, and its primary deposit products are checking accounts, savings accounts, money market accounts, and term certificate accounts. The Bank currently has seven branch offices in Roseville, Natomas, Rancho Cordova, Redding, Elk Grove, Chico, and Yuba City, and one loan production office in Sacramento.

The Company terminated its status as a Subchapter S corporation as of May 5, 2021, in connection with the Company’s Initial Public Offering (“IPO”) and became a taxable C Corporation. Prior to that date, as an S Corporation, the Company had no U.S. federal income tax expense.

In connection with the IPO, the Company issued 6,054,750 shares of common stock, no par value, which included 789,750 shares sold pursuant to the underwriters’ exercise of their option to purchase additional shares. The securities were sold to the public at a price of $20.00 per share and began trading on the Nasdaq Global Select Market on May 5, 2021. On May 7, 2021, the closing date of the IPO, the Company received total net proceeds of $111.2 million. The net proceeds less other related expenses, including audit fees, legal fees, listing fees, and other expenses, totaled $109.1 million.

Basis of Financial Statement Presentation and Consolidation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Regulation S-X. These interim unaudited consolidated financial statements reflect all adjustments (consisting solely of normal recurring adjustments and accruals) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and comprehensive income, changes in shareholders’ equity, and cash flows for the interim periods presented. These unaudited consolidated financial statements have been prepared on a basis consistent with, and should be read in conjunction with, the audited consolidated financial statements as of and for the year ended December 31, 2021, and the notes thereto, as filed in the Company’s Annual Report on Form 10-K, which was filed with the SEC on February 25, 2022.

The unaudited consolidated financial statements include Five Star Bancorp and its wholly owned subsidiary, Five Star Bank. All significant intercompany transactions and balances are eliminated in consolidation.

The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results of operations that may be expected for any other interim period or for the year ending December 31, 2022.

While the Company’s chief decision-makers monitor the revenue streams of the various products and services, operations are managed, and financial performance is evaluated, on a Company-wide basis. Discrete financial information is not available other than on a Company-wide basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.

The Company’s accounting and reporting policies conform to GAAP and to general practices within the banking industry.

The Company qualifies as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and, as such, may take advantage of specified reduced reporting requirements and deferred accounting standards adoption dates, and is relieved of other significant requirements that are otherwise generally applicable to other public companies.

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Use of Estimates

Management is required 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions affect the amounts reported in the unaudited consolidated financial statements and the disclosures provided, and actual results could differ. The allowance for loan losses is the most significant accounting estimate reflected in the Company’s consolidated financial statements.

Earnings Per Share (“EPS”)

Basic EPS is net income divided by the weighted average number of common shares outstanding during the period less average unvested restricted stock awards (“RSAs”). Diluted EPS includes the dilutive effect of additional potential common shares related to unvested RSAs using the treasury stock method. The Company has two forms of outstanding common stock: common stock and unvested RSAs. Holders of unvested RSAs receive non-forfeitable dividends at the same rate as common shareholders and they both share equally in undistributed earnings, and therefore the RSAs are considered participating securities. However, under the two-class method, the difference in EPS is not significant for these participating securities.

						Three months ended												Six months ended
(in thousands, except share and per share data)						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Net income						$	9,953					$	9,828					$	19,815					$	20,106
Weighted average basic common shares outstanding						17,125,715						14,650,208						17,114,169						12,824,125
Add: Dilutive effects of assumed vesting of restricted stock						23,734						17,596						42,872						8,841
Weighted average diluted common shares outstanding						17,149,449						14,667,804						17,157,041						12,832,966
Earnings per common share:
Basic EPS						$	0.58					$	0.67					$	1.15					$	1.57
Diluted EPS						$	0.58					$	0.67					$	1.15					$	1.57

During the three and six months ended June 30, 2022 and 2021, there were no outstanding stock options. Additionally, the Company did not have any anti-dilutive shares at June 30, 2022.

For the three and six months ended June 30, 2021, pro forma EPS is calculated by applying a C Corporation statutory tax rate of 29.56% to net income before provision for income taxes and using the determined pro forma net income balance to calculate EPS. For the three and six months ended June 30, 2022, pro forma EPS is actual EPS given that the Company was a C Corporation for the entire three- and six-month periods. The following reconciliation table provides a detailed calculation of pro forma EPS:

						Three months ended												Six months ended
(in thousands, except share and per share data)						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Net income before provision for income taxes - GAAP						$	14,033					$	10,562					$	27,555					$	21,222
Less: Actual/pro forma provision for income taxes						4,080						3,122						7,740						6,273
Actual/pro forma net income						$	9,953					$	7,440					$	19,815					$	14,949
Weighted average basic common shares outstanding						17,125,715						14,650,208						17,114,169						12,824,125
Add: Dilutive effects of assumed vesting of restricted stock						23,734						17,596						42,872						8,841
Weighted average diluted common shares outstanding						17,149,449						14,667,804						17,157,041						12,832,966
Earnings per common share:
Basic EPS (actual/pro forma)						$	0.58					$	0.51					$	1.15					$	1.17
Diluted EPS (actual/pro forma)						$	0.58					$	0.51					$	1.15					$	1.16

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Reclassifications

Certain amounts reported in previous consolidated financial statements have been reclassified to conform to current period presentation. These reclassifications did not affect previously reported amounts of net income, total assets, or total shareholders’ equity.

Note 2: Recently Issued Accounting Standards

The following reflect recent accounting standards that have been adopted or are pending adoption by the Company. As discussed in Note 1, Basis of Presentation, the Company qualifies as an emerging growth company, and as such, has elected to use the extended transition period for complying with new or revised accounting standards and is not subject to the new or revised accounting standards applicable to public companies during the extended transition period. The accounting standards discussed below indicate effective dates for the Company as an emerging growth company with the extended transition period.

Accounting Standards Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Among other things, ASU 2016-02 requires lessees to recognize most leases on the balance sheet, thus increasing reported assets and liabilities. Lessor accounting remains substantially similar to historical GAAP. The FASB has issued incremental guidance to Topic 842 standard through ASU No. 2018-10, 2018-11, and 2021-05. The Company has elected to use the transition relief approach as provided in ASU 2018-11, which permits the Company to use January 1, 2022 as both the application date and the adoption date, rather than the modified retrospective approach. The Company also elected certain relief options offered within the new standard, which include the package of practical expedients, the option not to recognize an ROUA and lease liability that arise from short-term leases (i.e., leases with terms of 12 months or less), and the option of hindsight when determining lease term. Substantially all of the Company’s lease agreements are considered operating leases and were not previously recognized on the Company’s balance sheets. As of January 1, 2022, the Company recorded an ROUA and corresponding lease liability for all applicable operating leases. While the guidance increased the Company’s gross assets and liabilities, the adoption of ASU 2016-02 did not have a material impact on the consolidated statements of income or the consolidated statements of cash flows. See Note 11, Commitments and Contingencies, for more information.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The primary objective of the amendments in this update is to simplify the application of hedge accounting. More specifically, the amendments in this update better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. Furthermore, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. Additionally, amendments in this update require an entity to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported. Hedge ineffectiveness is no longer separately measured and reported. The amendments in this update were effective for the Company beginning on January 1, 2022. The impact of adopting this ASU was immaterial to the Company’s consolidated financial statements.

Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard will replace the “incurred loss” model with a “current expected credit loss” (“CECL”) model. The CECL model will apply to estimated credit losses on loans receivable, held-to-maturity debt securities, unfunded loan commitments, and certain other financial assets measured at amortized cost. The CECL model is based on lifetime expected losses, rather than incurred losses, and requires the recognition of credit loss expense in the consolidated statement of income and a related allowance for credit losses on the consolidated statement of condition at the time of origination or purchase of a loan receivable or held-to-maturity debt security. Likewise, subsequent changes in this estimate are recorded through credit loss expense and related allowance. The CECL model requires the use of not only relevant historical experience and current conditions, but reasonable and supportable forecasts of future events and circumstances, incorporating a broad range of information in developing credit loss estimates, which could result in significant changes to both the timing and amount of credit loss expense and allowance. Under ASU 2016-13, available-for-sale debt securities are evaluated for impairment if fair value is less than amortized cost. Estimated credit losses are recorded through a credit loss expense and an allowance, rather than a write-down of the investment. Changes in fair value

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that are not credit-related will continue to be recorded in other comprehensive income. The ASU also expands the disclosure requirements regarding assumptions, models, and methods for estimating the allowance for loan losses. In addition, entities will need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. In March 2022, the FASB issued ASU No. 2022-02, which eliminates the recognition and measurement guidance on troubled debt restructurings and requires enhanced disclosures about loan modifications for borrowers experiencing financial difficulties. ASU 2016-13, and subsequently, ASU 2022-02, are effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Entities will apply a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. While the Company believes the change from an incurred loss model to a CECL model has the potential to increase the allowance for loan losses at the adoption date, the Company cannot reasonably quantify the impact of the adoption of the amendments on its financial condition or results of operations at this time due to the complexity of and extensive changes resulting from these amendments. The Company is working with a third-party vendor to identify data gaps and determine the appropriate methodologies and resources to utilize in preparation for its transition to the new accounting standard, including but not limited to the use of certain tools to forecast future economic conditions that affect the cash flows of loans over their lifetime.

In March 2020, the 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 in 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 Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. Additionally, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which refines the scope of ASC 848 and clarifies its guidance, permitting entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements, and calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. The amendments in these ASUs may be elected as of March 12, 2020 through December 31, 2022. An entity may choose to elect the amendments in these updates at an interim period subsequent to March 12, 2020, with adoption methods varying based on transaction type. The Company has not elected to apply these amendments; however, the Company is assessing the applicability of these ASUs and continues to monitor guidance for reference rate reform from the FASB and its impact on the Company’s consolidated financial statements.

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Note 3: Fair Value of Assets and Liabilities

Fair Value Hierarchy and Fair Value Measurement

Accounting standards require the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

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

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

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

The fair values of securities are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs). The following table summarizes the Company’s assets and liabilities that were required to be recorded at fair value on a recurring basis.

(in thousands)						Carrying Value						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)						Measurement Categories: Changes in Fair Value Recorded In1
June 30, 2022
Assets:
Securities available-for-sale:
U.S. government agencies, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds						$	122,426					$	—					$	122,426					$	—					OCI
Derivatives – interest rate swap						40						—						40						—						NI
Liabilities:
Derivatives – interest rate swap						40						—						40						—						NI
December 31, 2021
Assets:
Securities available-for-sale:
U.S. government agencies, mortgage-backed securities, obligations of states and political subdivisions, collateralized mortgage obligations, and corporate bonds						$	148,807					$	—					$	148,807					$	—					OCI
Derivatives – interest rate swap						92						—						92						—						NI
Liabilities:
Derivatives – interest rate swap						92						—						92						—						NI

1Other comprehensive income (“OCI”) or net income (“NI”).

Available-for-sale securities are recorded at fair value on a recurring basis. When available, quoted market prices (Level 1 inputs) are used to determine the fair value of available-for-sale securities. If quoted market prices are not available, management obtains pricing information from a reputable third-party service provider, who may utilize valuation techniques that use current market-based or independently sourced parameters, such as bid/ask prices, dealer-quoted prices,

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interest rates, benchmark yield curves, prepayment speeds, probability of default, loss severity, and credit spreads (Level 2 inputs). Level 2 securities include U.S. agencies' or government-sponsored enterprises’ ("GSEs") debt securities, mortgage-backed securities, government agency issued bonds, privately issued collateralized mortgage obligations, and corporate bonds. As of June 30, 2022 and December 31, 2021, there were no Level 1 or Level 3 available-for-sale securities. The discounted cash flow model is used to determine the fair value of held-to-maturity securities.

On a recurring basis, derivative financial instruments are recorded at fair value, which is based on the income approach using observable Level 2 market inputs, reflecting market expectations of future interest rates as of the measurement date. Standard valuation techniques are used to calculate the present value of the future expected cash flows assuming an orderly transaction. Valuation adjustments may be made to reflect both the Company’s credit risk and the counterparties’ credit risk in determining the fair value of the derivatives. A similar credit risk adjustment, correlated to the credit standing of the counterparty, is made when collateral posted by the counterparty does not fully cover their liability to the Company.

Certain financial assets may be measured at fair value on a non-recurring basis. These assets are subject to fair value adjustments that result from the application of the lower of cost or fair value accounting or write-downs of individual assets, such as collateral dependent impaired loans and other real estate owned (“OREO”). As of June 30, 2022 and December 31, 2021, the Company did not carry any assets measured at fair value on a non-recurring basis.

Disclosures about Fair Value of Financial Instruments

The table below is a summary of fair value estimates for financial instruments as of June 30, 2022 and December 31, 2021. The carrying amounts in the following table are recorded in the consolidated balance sheets under the indicated captions. Further, management has not disclosed the fair value of financial instruments specifically excluded from disclosure requirements, such as BOLI.

						June 30, 2022																		December 31, 2021
(in thousands)						Carrying Amounts						Fair Value						Fair Value Hierarchy						Carrying Amounts						Fair Value						Fair Value Hierarchy
Financial assets:
Cash and cash equivalents						$	270,758					$	270,758					Level 1						$	425,329					$	425,329					Level 1
Time deposits in banks						10,841						10,841						Level 1						14,464						14,464						Level 1
Securities available-for-sale						122,426						122,426						Level 2						148,807						148,807						Level 2
Securities held-to-maturity						4,477						4,332						Level 3						4,946						5,197						Level 3
Loans held for sale						12,985						13,616						Level 2						10,671						11,217						Level 2
Loans held for investment, net of allowance for loan losses						2,354,725						2,215,450						Level 3						1,911,217						1,893,431						Level 3
FHLB stock and other investments						16,636						N/A						N/A						12,464						N/A						N/A
Interest receivable						6,260						6,260						Level 2						5,332						5,332						Level 2
Interest rate swap						40						40						Level 2						92						92						Level 2
Financial liabilities:
Deposits						2,501,311						2,300,572						Level 2						2,285,890						2,210,555						Level 2
Interest payable						249						249						Level 2						23						23						Level 2
Interest rate swap						40						40						Level 2						92						92						Level 2
Subordinated notes						28,420						28,420						Level 3						28,386						28,386						Level 3

The following methods and assumptions were used by the Company to estimate the fair value of its financial instruments at June 30, 2022 and December 31, 2021:

Cash and cash equivalents and time deposits in banks: The carrying amount is estimated to be fair value due to the liquid nature of the assets and their short-term maturities.

Investment securities: See discussion above for the methods and assumptions used by the Company to estimate the fair value of investment securities.

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Loans held for sale: For loans held for sale, the fair value is based on what secondary markets are currently offering for portfolios with similar characteristics.

Loans held for investment, net of allowance for loan losses: For variable rate loans that reprice frequently with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans are estimated using discounted cash flow analyses, which use interest rates being offered at each reporting date for loans with similar terms to borrowers of comparable creditworthiness without considering widening credit spreads due to market illiquidity, which approximates the exit price notion. The allowance for loan losses is considered to be a reasonable estimate of loan discount for credit quality concerns.

Interest receivable and payable: For interest receivable and payable, the carrying amount is estimated to be fair value.

Derivatives - interest rate swap: See above for a discussion of the methods and assumptions used by the Company to estimate the fair value of derivatives.

Deposits: The fair values for demand deposits are, by definition, equal to the amount payable on demand at the reporting date, as represented by their carrying amount. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flow analysis that uses interest rates being offered at each reporting date by the Company for certificates with similar remaining maturities. For variable rate time deposits, cost approximates fair value.

Subordinated Notes: The fair value is estimated by discounting the future cash flow using the current three-month LIBOR. The Company's subordinated notes are not registered securities and were issued through private placements, resulting in a Level 3 classification. The notes are recorded at carrying value.

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Note 4: Investment Securities

The Company’s investment securities portfolio includes obligations of states and political subdivisions, securities issued by U.S. federal government agencies such as the Small Business Administration (the “SBA”), and securities issued by U.S. GSEs, such as the Federal National Mortgage Association (the “FNMA”), the Federal Home Loan Mortgage Corporation (the “FHLMC”), and the FHLB. The Company also invests in residential and commercial mortgage-backed securities, collateralized mortgage obligations issued or guaranteed by the GSEs, and corporate bonds, as reflected in the following tables.

A summary of the amortized cost and fair value related to securities held-to-maturity as of June 30, 2022 and December 31, 2021 is presented below.

(in thousands)												Gross Unrealized
						Amortized Cost						Gains						(Losses)						Fair Value
June 30, 2022
Obligations of states and political subdivisions						$	4,477					$	—					$	(145)					$	4,332
Total held-to-maturity						$	4,477					$	—					$	(145)					$	4,332
December 31, 2021
Obligations of states and political subdivisions						$	4,946					$	251					$	—					$	5,197
Total held-to-maturity						$	4,946					$	251					$	—					$	5,197

For securities issued by states and political subdivisions, management considers: (i) issuer and/or guarantor credit ratings; (ii) historical probability of default and loss given default rates for given bond ratings and remaining maturity; (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities; (iv) internal credit review of the financial information; and (v) whether or not such securities have credit enhancements such as guarantees, contain a defeasance clause, or are pre-refunded by the issuers.

A summary of the amortized cost and fair value related to securities available-for-sale as of June 30, 2022 and December 31, 2021 is presented below.

(in thousands)						Amortized Cost						Gross Unrealized												Fair Value
												Gains						(Losses)
June 30, 2022
U.S. government agencies						$	17,114					$	86					$	(242)					$	16,958
Mortgage-backed securities						76,442						3						(10,369)						66,076
Obligations of states and political subdivisions						44,490						9						(7,335)						37,164
Collateralized mortgage obligations						475						—						(27)						448
Corporate bonds						2,000						—						(220)						1,780
Total available-for-sale						$	140,521					$	98					$	(18,193)					$	122,426
December 31, 2021
U.S. government agencies						$	19,824					$	60					$	(202)					$	19,682
Mortgage-backed securities						82,517						94						(1,098)						81,513
Obligations of states and political subdivisions						44,732						525						(120)						45,137
Collateralized mortgage obligations						537						3						—						540
Corporate bonds						2,000						—						(65)						1,935
Total available-for-sale						$	149,610					$	682					$	(1,485)					$	148,807

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The amortized cost and fair value of investment debt securities by contractual maturity at June 30, 2022 and December 31, 2021 are shown below. Expected maturities may differ from contractual maturities if the issuers of the securities have the right to call or prepay obligations with or without call or prepayment penalties.

(in thousands)						June 30, 2022																								December 31, 2021
						Held-to-Maturity												Available-for-Sale												Held-to-Maturity												Available-for-Sale
						Amortized Cost						Fair Value						Amortized Cost						Fair Value						Amortized Cost						Fair Value						Amortized Cost						Fair Value
Within one year						$	447					$	433					$	504					$	508					$	491					$	516					$	—					$	—
After one but within five years						1,115						1,079						—						—						951						999						507						522
After five years through ten years						1,590						1,538						4,330						3,888						3,504						3,682						3,697						3,748
After ten years						1,325						1,282						39,656						32,768						—						—						40,528						40,867
Investment securities not due at a single maturity date:
U.S. government agencies						—						—						17,114						16,958						—						—						19,824						19,682
Mortgage-backed securities						—						—						76,442						66,076						—						—						82,517						81,513
Collateralized mortgage obligations						—						—						475						448						—						—						537						540
Corporate bonds						—						—						2,000						1,780						—						—						2,000						1,935
Total						$	4,477					$	4,332					$	140,521					$	122,426					$	4,946					$	5,197					$	149,610					$	148,807

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Sales of investment securities and gross gains and losses are shown in the following table:

(in thousands)						For the three months ended												For the six months ended
						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Available-for-sale:
Sales proceeds						$	—					$	4,726					$	1,623					$	16,182
Gross realized gains						—						92						5						274

Pledged investment securities are shown in the following table:

(in thousands)						June 30, 2022						December 31, 2021
Pledged to the State of California:
Securing deposits of public funds and borrowings						$	21,667					$	63,363
Total pledged investment securities						$	21,667					$	63,363

The following table details the gross unrealized losses and fair values aggregated by investment category and length of time that individual available-for-sale securities have been in a continuous unrealized loss position at June 30, 2022 and December 31, 2021:

(in thousands)						< 12 continuous months												≥ 12 continuous months												Total securities in a loss position
						Fair Value						Unrealized Loss						Fair Value						Unrealized Loss						Fair Value						Unrealized Loss
June 30, 2022
U.S. government agencies						$	2,105					$	(115)					$	11,556					$	(127)					$	13,661					$	(242)
Mortgage-backed securities						55,937						(8,671)						9,723						(1,698)						65,660						(10,369)
Obligations of states and political subdivisions						34,470						(7,029)						1,648						(306)						36,118						(7,335)
Collateralized mortgaged obligations						448						(27)						—						—						448						(27)
Corporate bonds						1,780						(220)						—						—						1,780						(220)
Total temporarily impaired securities						$	94,740					$	(16,062)					$	22,927					$	(2,131)					$	117,667					$	(18,193)
December 31, 2021
U.S. government agencies						$	—					$	—					$	13,399					$	(202)					$	13,399					$	(202)
Mortgage-backed securities						73,972						(1,046)						1,400						(52)						75,372						(1,098)
Obligations of states and political subdivisions						14,014						(112)						407						(8)						14,421						(120)
Corporate bonds						1,935						(65)						—						—						1,935						(65)
Total temporarily impaired securities						$	89,921					$	(1,223)					$	15,206					$	(262)					$	105,127					$	(1,485)

There were 151 and 91 available-for-sale securities in unrealized loss positions at June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022, the investment portfolio included 24 investment securities that had been in a continuous loss position for twelve months or more and 127 investment securities that had been in a loss position for less than twelve months.

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The Company periodically evaluates each available-for-sale investment security in an unrealized loss position to determine if the impairment is temporary or other than temporary and has determined that no investment security is other than temporarily impaired. The unrealized losses are due primarily to interest rate changes. The Company does not intend, and it is more likely than not that the Company will not be required, to sell the securities before the earlier of the forecasted recovery or the maturity of the underlying debt security.

There was one held-to-maturity security in a continuous unrealized loss position at June 30, 2022. This security was in an unrealized loss position for less than 12 months. There were no held-to-maturity securities in a continuous loss position at December 31, 2021.

Obligations issued or guaranteed by government agencies such as the Government National Mortgage Association ("GNMA") and SBA or GSEs under conservatorship such as FNMA and FHLMC are guaranteed or sponsored by agencies of the U.S. government and have strong credit profiles. The Company therefore expects to receive all contractual interest payments on time and believes the risk of credit losses on these securities is remote.

The Company’s investment in obligations of states and political subdivisions are deemed credit worthy after management’s comprehensive analysis of the issuers’ latest financial information, credit ratings by major credit agencies, and/or credit enhancements.

Non-Marketable Securities Included in Other Assets

FHLB capital stock: As a member of the FHLB, the Company is required to maintain a minimum investment in FHLB capital stock determined by the board of directors of the FHLB. The minimum investment requirements can increase in the event the Company increases its total asset size or borrowings with the FHLB. Shares cannot be purchased or sold except between the FHLB and its members at the $100 per share par value. The Company held $10.9 million and $6.7 million of FHLB stock at June 30, 2022 and December 31, 2021, respectively. The carrying amounts of these investments are reasonable estimates of fair value because the securities are restricted to member banks and do not have a readily determinable market value. Based on management’s analysis of the FHLB’s financial condition and certain qualitative factors, management determined that the FHLB stock was not impaired at June 30, 2022 and December 31, 2021. On April 28, 2022, FHLB announced a cash dividend for the first quarter of 2022 at an annualized dividend rate of 6.00%, which was paid on May 11, 2022. Cash dividends received on FHLB capital stock amounted to $0.1 million for the three months ended June 30, 2022 and 2021 and $0.2 million for the six months ended June 30, 2022 and 2021, and were recorded as non-interest income on the consolidated statements of income.

Note 5: Loans and Allowance for Loan Losses

The Company’s loan portfolio is its largest class of earning assets and typically provides higher yields than other types of earning assets. Associated with the higher yields is an inherent amount of credit risk which the Company attempts to mitigate with strong underwriting. As of June 30, 2022 and December 31, 2021, the carrying value of total loans held for investment amounted to $2.4 billion and $1.9 billion, respectively. The following table presents the balance of each major product type within the Company’s portfolio as of the dates indicated.

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(in thousands)						June 30, 2022						December 31, 2021
Real estate:
Commercial						$	2,036,559					$	1,586,232
Commercial land and development						9,439						7,376
Commercial construction						70,404						54,214
Residential construction						7,075						7,388
Residential						26,246						28,562
Farmland						50,434						54,805
Commercial:
Secured						136,155						137,062
Unsecured						24,262						21,136
Paycheck Protection Program (“PPP”)						—						22,124
Consumer and other						21,701						17,167
Subtotal						2,382,275						1,936,066
Less: Net deferred loan fees						1,764						1,606
Less: Allowance for loan losses						25,786						23,243
Loans held for investment, net of allowance for loan losses						$	2,354,725					$	1,911,217

Underwriting

Commercial loans: Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, the Company’s management examines current and projected cash flows to determine the ability of the borrower to repay its obligations as agreed. Commercial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected, and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Real estate loans: Real estate loans are subject to underwriting standards and processes similar to commercial loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected than other loans by conditions in the real estate market or in the general economy. The properties securing the Company’s commercial real estate portfolio are diverse in terms of type. This diversity helps reduce the Company’s exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria.

Construction loans: With respect to construction loans that the Company may originate from time to time, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates, and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the completed project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the ultimate success of the project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property, or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored using on-site inspections and are generally considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions, and the availability of long-term financing.

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Residential real estate loans: Residential real estate loans are underwritten based upon the borrower’s income, credit history, and collateral. To monitor and manage residential loan risk, policies and procedures are developed and modified, as needed. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Underwriting standards for home loans are heavily influenced by statutory requirements, which include, but are not limited to, a maximum loan-to-value percentage, collection remedies, the number of such loans a borrower can have at one time, and documentation requirements.

Farmland loans: Farmland loans are generally made to producers and processors of crops and livestock. Repayment is primarily from the sale of an agricultural product or service. Farmland loans are secured by real property and are susceptible to changes in market demand for specific commodities. This may be exacerbated by, among other things, industry changes, changes in the individual financial capacity of the business owner, general economic conditions, and changes in business cycles, as well as adverse weather conditions.

Consumer loans: The Company purchased consumer loans underwritten utilizing credit scoring analysis to supplement the underwriting process. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include, but are not limited to, a maximum loan-to-value percentage, collection remedies, the number of such loans a borrower can have at one time, and documentation requirements.

Credit Quality Indicators

The Company has established a loan risk rating system to measure and monitor the quality of the loan portfolio. All loans are assigned a risk rating from the inception of the loan until the loan is paid off. The primary loan grades are as follows:

Loans rated pass: These are loans to borrowers with satisfactory financial support, repayment capacity, and credit strength. Borrowers in this category demonstrate fundamentally sound financial positions, repayment capacity, credit history, and management expertise. Loans in this category must have an identifiable and stable source of repayment and meet the Company’s policy regarding debt service coverage ratios. These borrowers are capable of sustaining normal economic, market, or operational setbacks without significant financial impacts. Financial ratios and trends are acceptable. Negative external industry factors are generally not present. The loan may be secured, unsecured, or supported by non-real estate collateral for which the value is more difficult to determine and/or marketability is more uncertain.

Loans rated watch: These are loans which have deficient loan quality and potentially significant issues, but losses do not appear to be imminent, and the issues are expected to be temporary in nature. The significant issues are typically: (i) a history of losses or events that threaten the borrower’s viability; (ii) a property with significant depreciation and/or marketability concerns; or (iii) poor or deteriorating credit, occasional late payments, and/or limited reserves but the loan is generally kept current. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date.

Loans rated substandard: These are loans which are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged (if any). Loans so classified exhibit a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Loans are characterized by the distinct possibility that the Company may sustain some loss if the deficiencies are not corrected. The substandard loan category includes loans that management has determined not to be impaired, as well as loans that are impaired.

Loans rated doubtful: These are loans for which the collection or liquidation of the entire debt is highly questionable or improbable. Typically, the possibility of loss is extremely high. The losses on these loans are deferred until all pending factors have been addressed.

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The following table summarizes the credit quality indicators related to the Company’s loans by class as of June 30, 2022:

(in thousands)						Pass						Watch						Substandard						Doubtful						Total
Real estate:
Commercial						$	2,020,665					$	15,006					$	888					$	—					$	2,036,559
Commercial land and development						9,439						—						—						—						9,439
Commercial construction						64,504						5,900						—						—						70,404
Residential construction						7,075						—						—						—						7,075
Residential						26,070						—						176						—						26,246
Farmland						50,434						—						—						—						50,434
Commercial:
Secured						135,071						932						152						—						136,155
Unsecured						24,262						—						—						—						24,262
PPP						—						—						—						—						—
Consumer						21,674						—						27						—						21,701
Total						$	2,359,194					$	21,838					$	1,243					$	—					$	2,382,275

The following table summarizes the credit quality indicators related to the Company’s loans by class as of December 31, 2021:

(in thousands)						Pass						Watch						Substandard						Doubtful						Total
Real estate:
Commercial						$	1,575,006					$	1,970					$	9,256					$	—					$	1,586,232
Commercial land and development						7,376						—						—						—						7,376
Commercial construction						48,288						5,926						—						—						54,214
Residential construction						7,388						—						—						—						7,388
Residential						28,384						—						178						—						28,562
Farmland						54,805						—						—						—						54,805
Commercial:
Secured						135,131						751						1,180						—						137,062
Unsecured						21,136						—						—						—						21,136
PPP						22,124						—						—						—						22,124
Consumer						17,167						—						—						—						17,167
Total						$	1,916,805					$	8,647					$	10,614					$	—					$	1,936,066

Management regularly reviews the Company’s loans for accuracy of risk grades whenever new information is received. Borrowers are generally required to submit financial information at regular intervals. Typically, commercial borrowers with lines of credit are required to submit financial information with reporting intervals ranging from monthly to annually depending on credit size, risk, and complexity. In addition, investor commercial real estate borrowers with loans exceeding a certain dollar threshold are usually required to submit rent rolls or property income statements annually. Management monitors construction loans monthly and reviews other consumer loans based on delinquency. Management also reviews loans graded “watch” or worse, regardless of loan type, no less than quarterly.

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The age analysis of past due loans by class as of June 30, 2022 consisted of the following:

(in thousands)						Past Due
						30-89 Days						Greater Than 90 Days						Total Past Due						Current						Total Loans Receivable
Real estate:
Commercial						$	—					$	—					$	—					$	2,036,559					$	2,036,559
Commercial land and development						—						—						—						9,439						9,439
Commercial construction						—						—						—						70,404						70,404
Residential construction						—						—						—						7,075						7,075
Residential						—						—						—						26,246						26,246
Farmland						—						—						—						50,434						50,434
Commercial:
Secured						—						—						—						136,155						136,155
Unsecured						—						—						—						24,262						24,262
PPP						—						—						—						—						—
Consumer and other						129						—						129						21,572						21,701
Total						$	129					$	—					$	129					$	2,382,146					$	2,382,275

There were no loans between 60-89 days past due nor any loans greater than 90 days past due and still accruing as of June 30, 2022.

The age analysis of past due loans by class as of December 31, 2021 consisted of the following:

(in thousands)						Past Due												Total Past Due						Current						Total Loans Receivable
						30-89 Days						Greater Than 90 Days
Real estate:
Commercial						$	—					$	—					$	—					$	1,586,232					$	1,586,232
Commercial land and development						—						—						—						7,376						7,376
Commercial construction						—						—						—						54,214						54,214
Residential construction						—						—						—						7,388						7,388
Residential						—						—						—						28,562						28,562
Farmland						—						—						—						54,805						54,805
Commercial:
Secured						—						—						—						137,062						137,062
Unsecured						—						—						—						21,136						21,136
PPP						—						—						—						22,124						22,124
Consumer and other						334						—						334						16,833						17,167
Total						$	334					$	—					$	334					$	1,935,732					$	1,936,066

There were no loans between 60-89 days past due nor any loans greater than 90 days past due and still accruing as of December 31, 2021.

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Impaired Loans

Information related to impaired loans as of June 30, 2022 and December 31, 2021 consisted of the following:

						June 30, 2022																		December 31, 2021
(in thousands)						Recorded Investment						Unpaid Principal Balance						Related Allowance						Recorded Investment						Unpaid Principal Balance						Related Allowance
With no related allowance recorded:
Real estate:
Commercial						$	114					$	114					$	—					$	122					$	122					$	—
Residential						176						176						—						178						178						—
Commercial:
Secured						—						—						—						116						116						—
Consumer and other						12						12						—						—						—						—
						302						302						—						416						416						—
With an allowance recorded:
Commercial:
Secured						152						152						152						172						172						172
						152						152						152						172						172						172
Total by category:
Real estate:
Commercial						114						114						—						122						122						—
Residential						176						176						—						178						178						—
Commercial:
Secured						152						152						152						288						288						172
Consumer and other						12						12						—						—						—						—
Total impaired loans						$	454					$	454					$	152					$	588					$	588					$	172

No collateral dependent loans were in process of foreclosure at June 30, 2022 or December 31, 2021.

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Information related to impaired loans for the three months ended June 30, 2022 and 2021 consisted of the following:

						Three months ended June 30,
						2022												2021
(in thousands)						Average Recorded Investment						Interest Income Recognized												Average Recorded Investment						Interest Income Recognized
With no related allowance recorded:
Real estate:
Commercial						$	116					$	—											$	132					$	—
Residential						177						—												181						—
Commercial:
Secured						—						—												122						—
Consumer and other						27						—												—						—
						320						—												435						—
With an allowance recorded:
Commercial:
Secured						566						—												—						—
						566						—												—						—
Total by category:
Real estate:
Commercial						116						—												132						—
Residential						177						—												181						—
Commercial:
Secured						566						—												122						—
Consumer and other						27						—												—						—
Total impaired loans						$	886					$	—											$	435					$	—

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Information related to impaired loans for the six months ended June 30, 2022 and 2021 consisted of the following:

						Six months ended June 30,
						2022												2021
(in thousands)						Average Recorded Investment						Interest Income Recognized												Average Recorded Investment						Interest Income Recognized
With no related allowance recorded:
Real estate:
Commercial						$	118					$	—											$	134					$	—
Residential						177						—												182						—
Commercial:
Secured						58						—												126						—
Consumer and other						28						—												—						—
						381						—												442						—
With an allowance recorded:
Commercial:
Secured						651						—												—						—
Consumer and other						13						—												36						—
						664						—												36						—
Total by category:
Real estate:
Commercial						118						—												134						—
Residential						177						—												182						—
Commercial:
Secured						709						—												126						—
Consumer and other						41						—												36						—
Total impaired loans						$	1,045					$	—											$	478					$	—

Non-accrual loans, segregated by class, were as follows as of June 30, 2022 and December 31, 2021:

(in thousands)						June 30, 2022						December 31, 2021
Real estate:
Commercial						$	114					$	122
Residential						176						178
Commercial:
Secured						152						288
Total non-accrual loans						$	442					$	588

The amount of foregone interest income related to non-accrual loans was $6.9 thousand and $25.1 thousand for the three and six months ended June 30, 2022, respectively, compared to $6.8 thousand and $13.6 thousand for the three and six months ended June 30, 2021, respectively.

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Troubled Debt Restructuring ("TDR")

There were no loans outstanding with a TDR designation at June 30, 2022 or December 31, 2021.

Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), as subsequently amended by the Consolidated Appropriations Act, 2021, provided TDR relief for borrowers affected by the COVID-19 pandemic. Specifically, the CARES Act, as amended, specified that to be eligible not to be considered a TDR, a loan modification must be: (i) related to the COVID-19 pandemic; (ii) executed on a loan that was not more than 30 days past due as of December 31, 2020; and (iii) executed between March 1, 2020, and the earlier of: (a) 60 days after the date of termination of the federal national emergency; or (b) January 1, 2022. In accordance with section 4013 of the CARES Act, the Company elected to apply the temporary accounting relief provisions for loan modifications that met certain criteria, which would otherwise be designated TDRs under existing GAAP. As of June 30, 2022, two borrowing relationships with two loans totaling $0.1 million were continuing to benefit from payment relief. The Company accrues and recognizes interest income on loans under payment relief based on the original contractual interest rates. When payments resume at the end of the relief period, the payments will generally be applied to accrued interest due until accrued interest is fully paid.

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The following table discloses activity in the allowance for loan losses for the periods presented.

						Real Estate																																				Commercial
(in thousands)						Comml						Comml Land and Devel						Comml Const						Resid Const						Resid						Farm- land						Secured						Unsec						PPP						Consu						Unal						Total
Three months ended June 30, 2022
Beginning balance						$	13,868					$	66					$	430					$	40					$	208					$	611					$	7,039					$	246					$	—					$	1,088					$	308					$	23,904
Charge-offs						—						—						—						—						—						—						(273)						—						(21)						(259)						—						(553)
Recoveries						—						—						—						—						—						—						40						—						—						145						—						185
Provision (recapture)						2,753						2						78						11						(20)						5						(522)						19						21						(437)						340						2,250
Ending balance						$	16,621					$	68					$	508					$	51					$	188					$	616					$	6,284					$	265					$	—					$	537					$	648					$	25,786
Three months ended June 30, 2021
Beginning balance						$	10,219					$	80					$	504					$	57					$	188					$	578					$	8,918					$	195					$	—					$	600					$	932					$	22,271
Charge-offs						—						—						—						—						—						—						(183)						—						—						(72)						—						(255)
Recoveries						—						—						—						—						—						—						47						—						—						90						—						137
Provision (recapture)						(111)						(5)						(13)						(11)						—						16						412						14						—						(134)						(168)						—
Ending balance						$	10,108					$	75					$	491					$	46					$	188					$	594					$	9,194					$	209					$	—					$	484					$	764					$	22,153
Six months ended June 30, 2022
Beginning balance						$	12,869					$	50					$	371					$	50					$	192					$	645					$	6,859					$	207					$	—					$	889					$	1,111					$	23,243
Charge-offs						—						—						—						—						—						—						(582)						—						(21)						(326)						—						(929)
Recoveries						—						—						—						—						—						—						85						—						—						187						—						272
Provision (recapture)						3,752						18						137						1						(4)						(29)						(78)						58						21						(213)						(463)						3,200
Ending balance						$	16,621					$	68					$	508					$	51					$	188					$	616					$	6,284					$	265					$	—					$	537					$	648					$	25,786
Six months ended June 30, 2021
Beginning balance						$	9,358					$	77					$	821					$	87					$	220					$	615					$	9,476					$	179					$	—					$	632					$	724					$	22,189
Charge-offs						—						—						—						—						—						—						(440)						—						—						(72)						—						(512)
Recoveries						—						—						—						—						—						—						134						—						—						142						—						276
Provision (recapture)						750						(2)						(330)						(41)						(32)						(21)						24						30						—						(218)						40						200
Ending balance						$	10,108					$	75					$	491					$	46					$	188					$	594					$	9,194					$	209					$	—					$	484					$	764					$	22,153

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The following table summarizes the allocation of the allowance for loan losses by impairment methodology for the periods presented.

						Real Estate																																				Commercial
(in thousands)						Comml						Comml Land and Devel						Comml Const						Resid Const						Resid						Farm- land						Secured						Unsec						PPP						Consu						Unal						Total
As of June 30, 2022:
Ending allowance balance allocated to:
Loans individually evaluated for impairment						$	—					$	—					$	—					$	—					$	—					$	—					$	152					$	—					$	—					$	—					$	—					$	152
Loans collectively evaluated for impairment						16,621						68						508						51						188						616						6,132						265						—						537						648						25,634
Ending balance						$	16,621					$	68					$	508					$	51					$	188					$	616					$	6,284					$	265					$	—					$	537					$	648					$	25,786
Loans:
Ending balance individually evaluated for impairment						$	114					$	—					$	—					$	—					$	176					$	—					$	152					$	—					$	—					$	12					$	—					$	454
Ending balance collectively evaluated for impairment						2,036,445						9,439						70,404						7,075						26,070						50,434						136,003						24,262						—						21,689						—						2,381,821
Ending balance						$	2,036,559					$	9,439					$	70,404					$	7,075					$	26,246					$	50,434					$	136,155					$	24,262					$	—					$	21,701					$	—					$	2,382,275
As of December 31, 2021:
Ending allowance balance allocated to:
Loans individually evaluated for impairment						$	—					$	—					$	—					$	—					$	—					$	—					$	172					$	—					$	—					$	—					$	—					$	172
Loans collectively evaluated for impairment						12,869						50						371						50						192						645						6,687						207						—						889						1,111						23,071
Ending balance						$	12,869					$	50					$	371					$	50					$	192					$	645					$	6,859					$	207					$	—					$	889					$	1,111					$	23,243
Loans:
Ending balance individually evaluated for impairment						$	122					$	—					$	—					$	—					$	178					$	—					$	288					$	—					$	—					$	—					$	—					$	588
Ending balance collectively evaluated for impairment						1,586,110						7,376						54,214						7,388						28,384						54,805						136,774						21,136						22,124						17,167						—						1,935,478
Ending balance						$	1,586,232					$	7,376					$	54,214					$	7,388					$	28,562					$	54,805					$	137,062					$	21,136					$	22,124					$	17,167					$	—					$	1,936,066
As of June 30, 2021:
Ending allowance balance allocated to:
Loans individually evaluated for impairment						$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—					$	—
Loans collectively evaluated for impairment						10,108						75						491						46						188						594						9,194						209						—						484						764						22,153
Ending balance						$	10,108					$	75					$	491					$	46					$	188					$	594					$	9,194					$	209					$	—					$	484					$	764					$	22,153
Loans:
Ending balance: individually evaluated for impairment						$	130					$	—					$	—					$	—					$	181					$	—					$	120					$	—					$	—					$	—					$	—					$	431
Ending balance: collectively evaluated for impairment						1,153,470						10,472						67,984						6,362						26,266						48,888						127,117						20,772						120,936						6,902						—						1,589,169
Ending balance						$	1,153,600					$	10,472					$	67,984					$	6,362					$	26,447					$	48,888					$	127,237					$	20,772					$	120,936					$	6,902					$	—					$	1,589,600

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Pledged Loans

The Company’s FHLB line of credit is secured under terms of a collateral agreement by a pledge of certain qualifying loans with unpaid principal balances of $1.3 billion and $941.2 million at June 30, 2022 and December 31, 2021, respectively. In addition, the Company pledges eligible tenants in common loans, which totaled $33.4 million at June 30, 2022 and December 31, 2021, to secure its borrowing capacity with the Federal Reserve Bank of San Francisco. See Note 8, Long Term Debt and Other Borrowings, for further discussion of these borrowings.

Related Party Loans

The Company has, and expects to continue to have, banking transactions in the ordinary course of its business with directors, officers, principal shareholders, and their businesses or associates. In accordance with applicable regulations and Bank policies, these loans are granted on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with persons not related to the Company. Likewise, these transactions do not involve more than the normal risk of collectability or present other unfavorable features. Loan commitments to insiders and affiliates, net of cash collateral, totaled $8.9 million at June 30, 2022 and $9.7 million at December 31, 2021.

Note 6: Interest-Bearing Deposits

Interest-bearing deposits consisted of the following as of June 30, 2022 and December 31, 2021:

(in thousands)						June 30, 2022						December 31, 2021
Interest-bearing transaction accounts						$	221,024					$	278,406
Savings accounts						94,122						88,536
Money market accounts						976,093						912,558
Time accounts, $250 or more						187,628						77,868
Other time accounts						16,378						26,404
Total interest-bearing deposits						$	1,495,245					$	1,383,772

Time deposits totaled $204.0 million and $104.3 million as of June 30, 2022 and December 31, 2021, respectively. As of June 30, 2022, scheduled maturities of time deposits for the next five years were as follows:

(in thousands)
2022						$	188,847
2023						14,500
2024						120
2025						538
2026						1
Total time deposits						$	204,006

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Total deposits include deposits offered through the IntraFi Network (formerly Promontory Interfinancial Network) that are comprised of Certificate of Deposit Account Registry Service® (“CDARS”) balances included in time deposits and Insured Cash Sweep® (“ICS”) balances included in money market deposits. Through this network, the Company offers customers access to FDIC-insured deposit products in aggregate amounts exceeding current insurance limits. When funds are deposited through CDARS and ICS on behalf of a customer, the Company has the option of receiving matching deposits through the network’s reciprocal deposit program or placing deposits “one-way,” for which the Company receives no matching deposits. The Company considers the reciprocal deposits to be in-market deposits, as distinguished from traditional out-of-market brokered deposits. The following table shows the composition of network deposits for June 30, 2022 and December 31, 2021. There were no one-way deposits at June 30, 2022 and December 31, 2021. The composition of network deposits as of June 30, 2022 and December 31, 2021 was as follows:

(in thousands)						June 30, 2022						December 31, 2021
CDARS						$	12,388					$	22,411
ICS						321,899						307,636
Total network deposits						$	334,287					$	330,047

At June 30, 2022 and December 31, 2021, deposits from related parties (directors, executive officers, and principal shareholders) totaled $35.8 million and $32.4 million, respectively.

Interest expense recognized on interest-bearing deposits for periods ended June 30, 2022 and 2021 consisted of the following:

						Three months ended												Six months ended
(in thousands)						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Interest-bearing transaction accounts						$	66					$	37					$	136					$	75
Savings accounts						38						19						63						34
Money market accounts						679						475						1,045						1,057
Time accounts, $250 or more						226						8						286						15
Other time accounts						12						29						36						86
Total interest expense on interest-bearing deposits						$	1,021					$	568					$	1,566					$	1,267

Note 7: Leases

The Company leases office space for its banking operations under non-cancelable operating leases of various terms. The leases expire at dates through 2032 and provide for renewal options from zero to five years. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. One of the leases provides for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, while the remaining leases include pre-defined rental increases over the term of the lease.

The Company has a sublease agreement for space adjacent to the Redding location. The sublease has renewal terms extended to December 31, 2022.

The Company leases its Sacramento loan production office from a partnership comprised of some of the Company’s shareholders and certain members of its board of directors. The Sacramento loan production office lease extends through April 2023. Additionally, the Company leased its Natomas branch from the same partnership of related parties until July 13, 2021, at which time ownership of the property was transferred to an unrelated third-party landlord. Rent expense paid to the partnership under these leases was insignificant for the three and six months ended June 30, 2022, and $0.1 million for the three and six months ended June 30, 2021.

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The Company adopted ASU 2016-02, Leases (Topic 842) as of January 1, 2022, which requires the Company to record an ROUA on the consolidated balance sheets for those leases that convey rights to control use of identified assets for a period of time in exchange for consideration. The Company is also required to record a lease liability on the consolidated balance sheets for the present value of future payment commitments. All of the Company’s leases are comprised of operating leases in which the Company is the lessee of real estate property for branches and operations. The Company elected not to include short-term leases (i.e., leases with initial terms of 12 months or less) within the ROUA and lease liability. Known or determinable adjustments to the required minimum future lease payments were included in the calculation of the Company’s ROUA and lease liability. Adjustments to the required minimum future lease payments that are variable and will not be determinable until a future period, if any, such as changes in the Consumer Price Index, are included as variable lease costs. Additionally, expected variable payments for common area maintenance, taxes, and insurance were unknown and not determinable at lease commencement and, therefore, were not included in the determination of the Company’s ROUA and lease liability.

The value of the ROUA and lease liability is impacted by the amount of the periodic payment required, length of the lease term, and the discount rate used to calculate the present value of the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROUA and lease liability. ASC 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2022, the rate for the remaining lease term as of January 1, 2022 was used. The lease liability is reduced based on the discounted present value of remaining payments as of each reporting period. The ROUA value is measured using the lease liability as adjusted for prepaid or accrued lease payments and remaining lease incentives, unamortized direct costs, and impairment, if any.

The following table presents the components of lease expense for the three and six months ended June 30, 2022:

(in thousands)						Three months ended June 30, 2022						Six months ended June 30, 2022
Operating lease cost						$	278					$	563
Short-term lease cost						—						—
Variable lease cost						—						—
Sublease income						(5)						(11)
Total lease cost						$	273					$	552

Prior to the adoption of ASU 2016-02, rent expense under operating leases was $0.3 million and $0.5 million during the three and six months ended June 30, 2021, respectively. Rent expense was partially offset by rent income of $5.2 thousand and $10.4 thousand during the three and six months ended June 30, 2021, respectively.

The following table presents the weighted average operating lease term and discount rate at June 30, 2022:

						June 30, 2022
Weighted average remaining lease term (in years)						5.72 years
Weighted average discount rate						2.15		%

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The following table shows the future expected operating lease payments under the Company's operating lease agreements as of June 30, 2022:

(in thousands)
2022						$	534
2023						1,009
2024						984
2025						767
2026						665
Thereafter						1,107
Total expected operating lease payments						5,066
Discount for present value of expected cash flows						(327)
Lease liability at June 30, 2022						$	4,739

Note 8: Long Term Debt and Other Borrowings

Subordinated notes: On November 8, 2019, the Company completed a private placement of $3.8 million of fixed-to-floating rate subordinated notes to certain qualified investors. All of the debt was purchased by four existing or former members of the board of directors or their affiliates. The notes were used for general corporate purposes, capital management, and to support future growth. The subordinated notes have a maturity date of September 15, 2027 and bear interest, payable semi-annually, at the rate of 5.50% per annum until September 15, 2022. On that date, the interest rate will be adjusted to float at a rate equal to the three-month LIBOR plus 354.4 basis points (5.54% as of June 30, 2022) until maturity. The notes include a right of prepayment, on or after September 30, 2022 or, in certain limited circumstances, before that date. The indebtedness evidenced by the subordinated notes, including principal and interest, is unsecured and subordinate and junior in right to payment to general and secured creditors and depositors of the Company.

On September 28, 2017, the Company completed a private placement of $25.0 million of fixed-to-floating rate subordinated notes to certain qualified investors, of which $8.0 million is owned by an entity that is controlled by a member of the board of directors and three principal shareholders. The notes were used for general corporate purposes, capital management, and to support future growth. The subordinated notes have a maturity date of September 15, 2027 and bear interest, payable semi-annually, at the rate of 6.00% per annum until September 15, 2022. On that date, the interest rate will be adjusted to float at a rate equal to the three-month LIBOR plus 404.4 basis points (6.04% as of June 30, 2022) until maturity. The notes include a right of prepayment, on or after September 28, 2022 or, in certain limited circumstances, before that date. The indebtedness evidenced by the subordinated notes, including principal and interest, is unsecured and subordinate and junior in right to payment to general and secured creditors and depositors of the Company.

The subordinated notes have been structured to qualify as Tier 2 capital for the Company for regulatory capital purposes. Debt issuance costs incurred in conjunction with the notes were $0.6 million, of which $0.3 million has been amortized as of June 30, 2022. The Company reflects debt issuance costs as a direct deduction from the face of the note. The debt issuance costs are amortized into interest expense through the maturity period. At June 30, 2022 and December 31, 2021, the Company’s subordinated debt outstanding was $28.4 million.

Other borrowings: In 2005, and through an amendment in 2014, the Company entered into an agreement with the FHLB which granted the FHLB a blanket lien on all loans receivable (except for construction and agricultural loans) as collateral for a borrowing line. Based on the dollar volume of qualifying loan collateral, the Company had a total financing availability of $885.5 million at June 30, 2022 and $696.3 million at December 31, 2021. At June 30, 2022 and December 31, 2021, the Company had $60.0 million and no outstanding borrowings, respectively. As of June 30, 2022 and December 31, 2021, the Company had letters of credit (“LCs”) issued on its behalf totaling $545.5 million and $420.5 million, respectively, as discussed below.

At June 30, 2022 and December 31, 2021, LCs totaling $155.5 million and $80.5 million, respectively, were pledged to secure State of California deposits, and LCs totaling $390.0 million and $340.0 million, respectively, were pledged to secure local agency deposits. The LCs issued reduced the Company’s available borrowing capacity to $280.0 million and $275.8 million as of June 30, 2022 and December 31, 2021, respectively.

At December 31, 2021, the Company had five unsecured federal funds lines of credit totaling $150.0 million with five of its correspondent banks, respectively. During the six months ended June 30, 2022, the borrowing capacity of one of the Company's existing unsecured federal funds lines of credit was increased by $10.0 million. As a result, at June 30, 2022, the Company had five unsecured federal funds lines of credit totaling $160.0 million with five of its correspondent banks, respectively. There were no amounts outstanding at June 30, 2022 and December 31, 2021.

At June 30, 2022 and December 31, 2021, the Company had the ability to borrow from the Federal Reserve Discount Window. At June 30, 2022 and December 31, 2021, the borrowing capacity under this arrangement was $17.6 million and $17.0 million, respectively. There were no amounts outstanding at June 30, 2022 and December 31, 2021. The borrowing line is secured by liens on the Company’s construction and agricultural loan portfolios.

Note 9: Income Taxes

The Company terminated its status as a Subchapter S Corporation as of May 5, 2021, in connection with its IPO and became a taxable C Corporation. Prior to that date, as an S Corporation, the Company had no U.S. federal income tax expense. As such, any periods prior to May 5, 2021 will only reflect a state income tax rate and corresponding tax expense. Pro forma net income is calculated by adding back S Corporation tax to net income and using a combined C Corporation statutory tax rate for federal and state income taxes of 29.56%. For the 2022 periods presented below, the tax rate reflects the actual effective tax rate for the three and six months ended June 30, 2022, as the Company was a C Corporation for the entirety of each period. The following reconciliation table provides a detailed calculation of the pro forma provision for income taxes:

						For the three months ended												For the six months ended
(in thousands)						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Net income before provision for income taxes						$	14,033					$	10,562					$	27,555					$	21,222
Effective/pro forma tax rate						29.07		%				29.56		%				28.09		%				29.56		%
Actual/pro forma provision for income taxes						$	4,080					$	3,122					$	7,740					$	6,273

The provision for income tax for the three and six months ended June 30, 2022 and 2021 differs from the statutory federal rate of 21.00% due to the following items, which relate primarily to the Company’s conversion from an S Corporation to a C Corporation during the second quarter of 2021:

						For the three months ended												For the six months ended
(in thousands)						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Statutory U.S. federal income tax						$	2,947					$	2,218					$	5,787					$	4,457
Increase (decrease) resulting from:
Benefit of S Corporation status						—						(766)						—						(3,004)
State taxes						1,201						1,444						2,358						1,825
C Corp conversion federal rate change						—						1,484						—						1,484
Deferred tax asset adjustment						—						(4,638)						—						(4,638)
Other						(68)						992						(405)						992
Provision for income taxes						$	4,080					$	734					$	7,740					$	1,116

For the three and six months ended June 30, 2022, the Company’s federal and state statutory tax rate, net of federal benefit, of 29.56%, differed from the effective tax rate of 20.77% used for the three and six months ended June 30, 2021 due to the termination of the Company's Subchapter S Corporation status as of May 5, 2021. For the three and six months ended June 30, 2021, the statutory California tax rate of 3.50% and the federal and state statutory rate, net of federal benefit, of 29.56%, were applied to the Company's income based on the number of days the Company was each type of corporation during 2021.

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Note 10: Shareholders’ Equity

Dividends

On April 21, 2022, the board of directors declared a $0.15 per common share dividend, totaling $2.6 million.

Stock-Based Incentive Arrangement

The Company’s stock-based compensation consists of RSAs granted under its historical stock-based incentive arrangement (the “Historical Incentive Plan”) and RSAs issued under the Five Star Bancorp 2021 Equity Incentive Plan (the "Equity Incentive Plan"). The Historical Incentive Plan consisted of RSAs for certain executive officers of the Company. The arrangement provided that these executive officers would receive shares of restricted common stock of the Company that vested over three years, with the number of shares granted based upon achieving certain performance objectives. These objectives included, but were not limited to, net income adjusted for the provision for loan losses, deposit growth, efficiency ratio, net interest margin, and asset quality. Compensation expense for RSAs granted under the Historical Incentive Plan is recognized over the service period, which is equal to the vesting period of the shares based on the fair value of the shares at issue date.

In connection with its IPO in May 2021, the Company granted RSAs under the Equity Incentive Plan to employees, officers, executives, and non-employee directors. Shares granted to non-employee directors vested immediately upon grant, while shares granted to employees, officers, and executives vest ratably over three, five, or seven years (as defined in the respective agreements). Since the completion of the IPO, the Company has granted RSAs under the Equity Incentive Plan to executives and directors, which vest annually over three years and monthly over one year, respectively. All RSAs were granted at the fair value of common stock at the time of the award. The RSAs are considered fixed awards as the number of shares and fair value are known at the date of grant and the fair value at the grant date is amortized over the service period.

Non-cash stock compensation expense recognized for the three months ended June 30, 2022 and 2021 was $0.3 million and $1.0 million, respectively. Non-cash stock compensation expense recognized for the six months ended June 30, 2022 and 2021 was $0.6 million and $1.0 million, respectively.

At June 30, 2022 and 2021, respectively, there were 107,824 and 129,551 unvested restricted shares. As of June 30, 2022, there was approximately $2.2 million of unrecognized compensation expense related to the 107,824 unvested restricted shares. The holders of unvested RSAs are entitled to dividends at the same per-share ratio as holders of common stock. Tax benefits for dividends paid on unvested RSAs are recorded as tax benefits in the consolidated statements of income with a corresponding decrease to current taxes payable. The impact of tax benefits for dividends paid on unvested restricted stock on the Company’s consolidated statements of income for the three and six months ended June 30, 2022 and 2021 was immaterial.

The following table summarizes activity related to restricted shares for the periods indicated:

						For the three months ended June 30,																								For the six months ended June 30,
						2022												2021												2022												2021
						Shares						Weighted Average Grant Date Fair Value						Shares						Weighted Average Grant Date Fair Value						Shares						Weighted Average Grant Date Fair Value						Shares						Weighted Average Grant Date Fair Value
Beginning of the period balance						138,856						$	20.95					6,296						$	18.91					127,751						$	19.95					11,568						$	21.25
Shares granted						1,438						25.02						163,755						20.00						23,639						28.29						173,207						19.89
Shares vested						(30,816)						21.25						(40,500)						20.00						(41,062)						22.15						(52,502)						20.10
Shares forfeited						(1,654)						23.79						—						—						(2,504)						22.50						(2,722)						18.88
End of the period balance						107,824						$	20.88					129,551						$	19.95					107,824						$	20.88					129,551						$	19.95

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Note 11: Commitments and Contingencies

Financial Instruments with Off-Balance Sheet Risk

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Substantially all of these commitments are at variable interest rates, based on an index, and have fixed expiration dates.

Off-balance sheet risk to loan loss exists up to the face amount of these instruments, although material losses are not anticipated. The Company uses the same credit policies in making commitments to originate loans and lines of credit as it does for on-balance sheet instruments, including obtaining collateral at exercise of the commitment. The contractual amounts of unfunded loan commitments and standby letters of credit not reflected in the consolidated balance sheets were as follows:

(in thousands)						June 30, 2022						December 31, 2021
Commercial lines of credit						$	117,592					$	137,354
Undisbursed construction loans						70,545						46,584
Undisbursed commercial real estate loans						76,768						47,793
Agricultural lines of credit						11,768						9,955
Undisbursed agricultural real estate loans						1,063						3,427
Other						2,261						3,764
Total commitments and standby letters of credit						$	279,997					$	248,877

The Company records an allowance for loan losses on unfunded loan commitments at the consolidated balance sheet date based on estimates of the probability that these commitments will be drawn upon according to historical utilization experience of the different types of commitments and historical loss rates determined for pooled funded loans. The allowance for loan losses on unfunded commitments totaled $0.1 million as of June 30, 2022 and December 31, 2021, which is recorded in interest payable and other liabilities in the consolidated balance sheets.

Concentrations of credit risk: The Company grants real estate mortgage, real estate construction, commercial, and consumer loans to customers primarily in Northern California. Although the Company has a diversified loan portfolio, a substantial portion is secured by commercial and residential real estate.

In management’s judgment, a concentration of loans exists in real estate related loans, which represented approximately 92.42% of the Company’s loans held for investment at June 30, 2022 and 89.87% of the Company’s loans held for investment at December 31, 2021. Although management believes such concentrations have no more than the normal risk of collectability, a substantial decline in 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 the collectability of these loans. Personal and business incomes represent the primary source of repayment for the majority of these loans.

Deposit concentrations: At June 30, 2022, the Company had 78 deposit relationships that exceeded $5.0 million each, totaling $1.3 billion, or approximately 52.14% of total deposits. The Company’s largest single deposit relationship at June 30, 2022 totaled $175.5 million, or approximately 7.02% of total deposits. Management maintains the Company’s liquidity position and lines of credit with correspondent banks to mitigate the risk of large withdrawals by this group of large depositors.

Contingencies: The Company is subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, the amount of ultimate liability with respect to such actions will not materially affect the consolidated financial position or results of operations of the Company.

Correspondent banking agreements: The Company maintains funds on deposit with other FDIC-insured financial institutions under correspondent banking agreements. Uninsured deposits through these agreements totaled $132.0 million and $147.2 million at June 30, 2022 and December 31, 2021, respectively.

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Litigation Matters

The Company is subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, the amount of ultimate liability with respect to such actions will not materially affect the consolidated financial position or results of operations of the Company.

Note 12: Subsequent Events

On July 21, 2022, the board of directors declared a $0.15 per common share dividend, totaling $2.6 million.

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

The following discussion presents management’s perspective on our results of operations and financial condition on a consolidated basis. However, because we conduct all of our material business operations through our bank subsidiary, Five Star Bank (the "Bank"), the discussion and analysis relates to activities primarily conducted by the Bank.

Management’s discussion of the financial condition and results of operations, which is unaudited, should be read in conjunction with the related unaudited consolidated financial statements and accompanying notes in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on February 25, 2022. Average balances, including balances used in calculating certain financial ratios, are generally comprised of average daily balances.

To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to containing historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” herein and in the section entitled “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. We assume no obligation to update any of these forward-looking statements, except to the extent required by law.

Unless otherwise indicated, references in this report to “we”, “our”, “us”, “the Company”, or “Bancorp” refer to Five Star Bancorp and our consolidated subsidiary. All references to “the Bank” refer to Five Star Bank, our wholly owned subsidiary.

Company Overview

Headquartered in the greater Sacramento metropolitan area of California, Five Star Bancorp is a bank holding company that operates through its wholly owned subsidiary, Five Star Bank, a California state-chartered bank. We provide a broad range of banking products and services to small and medium-sized businesses, professionals, and individuals primarily in Northern California through seven branch offices and one loan production office. Our mission is to strive to become the top business bank in all markets we serve through exceptional service, deep connectivity, and customer empathy. We are dedicated to serving real estate, agricultural, faith-based, and small to medium-sized enterprises. We aim to consistently deliver value that meets or exceeds the expectations of our shareholders, customers, employees, business partners, and community. We refer to our mission as “purpose-driven and integrity-centered banking.” At June 30, 2022, we had total assets of $2.8 billion, total loans held for investment, net of allowance for loan losses, of $2.4 billion, and total deposits of $2.5 billion.

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Factors Affecting Comparability of Financial Results

S Corporation Status

Beginning at our inception, we elected to be taxed for U.S. federal income tax purposes as an S Corporation. In conjunction with our initial public offering (“IPO”), we filed consents from the requisite amount of our shareholders to revoke our S Corporation election with the Internal Revenue Service, resulting in the commencement of our taxation as a C Corporation for U.S. federal and California state income tax purposes in the second quarter of fiscal year 2021. Prior to such revocation, our earnings were not subject to, and we did not pay, U.S. federal income tax, and we were not required to make any provision or recognize any liability for U.S. federal income tax in our consolidated financial statements. While we were not subject to, and did not pay, U.S. federal income tax, we were subject to, and paid, California S Corporation income tax at a current rate of 3.50%. Upon the termination of our status as an S Corporation, we commenced paying U.S. federal income tax and a higher California state income tax on our taxable earnings for each year (including the short year beginning on the date our status as an S Corporation terminated), and our consolidated financial statements reflect a provision for U.S. federal income tax and a higher California state income tax from that date forward. As a result of this change, the net income and earnings per share (“EPS”) data presented in our historical financial statements for periods prior to the termination of our S Corporation status, and the other related financial information set forth in this filing, which (unless otherwise specified) do not include any provision for U.S. federal income tax or the higher California state income tax rate, will not be comparable with our net income and EPS in periods after we commenced being taxed as a C Corporation. As a C Corporation, our net income is calculated by including a provision for U.S. federal income tax and a higher California state income tax rate at a combined statutory rate of 29.56%.

The termination of our status as an S Corporation may also affect our financial condition and cash flows. Historically, we made quarterly cash distributions to our shareholders in amounts estimated by us to be sufficient for them to pay estimated individual U.S. federal and California state income tax liabilities resulting from our taxable income that was “passed through” to them. However, these distributions were not consistent, as sometimes the distributions were less than or in excess of the shareholders’ estimated U.S. federal and California state income tax liabilities resulting from their ownership of our stock. In addition, these estimates were based on individual income tax rates, which may differ from the rates imposed on the income of C Corporations. As a C Corporation, no income is “passed through” to any shareholders, but, as noted above, we commenced paying U.S. federal income tax and a higher California state income tax. However, in the event of an adjustment to our reported taxable income for periods prior to the termination of our S Corporation status, it is possible that our pre-IPO shareholders would be liable for additional income taxes for those prior periods. Pursuant to the Tax Sharing Agreement we entered into with such shareholders, upon our filing any tax return (amended or otherwise), in the event of any restatement of our taxable income or pursuant to a determination by, or a settlement with, a taxing authority, for any period during which we were an S Corporation, depending on the nature of the adjustment, we may be required to make a payment to such shareholders, who accepted distribution of the estimated balance of our federal accumulated adjustments account of $31.9 million under the Tax Sharing Agreement, in an amount equal to such shareholders’ incremental tax liability (including interest and penalties). In addition, the Tax Sharing Agreement provides that we will indemnify such shareholders with respect to unpaid income tax liabilities (including interest and penalties) to the extent that such unpaid income tax liabilities are attributable to an adjustment to our taxable income for any period after our S Corporation status terminated. The amounts that we have historically distributed to our shareholders may not be indicative of the amount of U.S. federal and California state income tax that we will be required to pay going forward. Depending on our effective tax rate and our future dividend rate, our future cash flows and financial condition could be positively or adversely affected compared to our historical cash flows and financial condition.

Furthermore, deferred tax assets and liabilities will be recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of our existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of the change in tax rates resulting from becoming a C Corporation was recognized in net income in the three months ended June 30, 2021.

Refer to the highlights of the financial results table within the section entitled “—Executive Summary” below for the impact of being taxed as a C Corporation on our net income, EPS, and various other financial measures for the three and six months ended June 30, 2022 and 2021.

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Public Company Costs

Following the completion of our IPO, we began to, and will continue to, incur additional costs associated with operating as a public company. These costs include additional personnel, legal, consulting, regulatory, insurance, accounting, investor relations, and other expenses that we did not incur as a private company.

The Sarbanes-Oxley Act, as well as rules adopted by the SEC, the Federal Deposit Insurance Corporation (“FDIC”), and national securities exchanges, require public companies to implement specified corporate governance practices that were inapplicable to us as a private company. These additional rules and regulations have increased, and are expected to continue to increase, our legal, regulatory, and financial compliance costs and will make some activities more time-consuming and costly.

Critical Accounting Estimates

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Quarterly Reports on Form 10-Q and, therefore, do not include all footnotes as would be necessary for a fair presentation of financial position, results of operations and comprehensive income, changes in shareholders’ equity, and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as contained within the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Regulation S-X. However, these interim unaudited consolidated financial statements reflect all adjustments (consisting solely of normal recurring adjustments and accruals) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and comprehensive income, changes in shareholders’ equity, and cash flows for the interim periods presented. These unaudited consolidated financial statements have been prepared on a basis consistent with, and should be read in conjunction with, the audited consolidated financial statements as filed in our Annual Report on Form 10-K as of and for the year ended December 31, 2021, and the notes thereto.

Our most significant accounting policies and our critical accounting estimates are described in greater detail in Note 1, Basis of Presentation, in our audited consolidated financial statements and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates included in the Annual Report on Form 10-K for the year ended December 31, 2021. We have identified accounting policies and estimates, discussed below, that, due to the difficult, subjective, or complex judgments and assumptions inherent in those policies and estimates and the potential sensitivity of our unaudited consolidated financial statements to those judgments and assumptions, are critical to an understanding of our consolidated financial condition and results of operations. We believe that the judgments, estimates, and assumptions used in the preparation of our financial statements are reasonable and appropriate, based on the information available at the time they were made. However, actual results may differ from those estimates, and these differences may be material. There have been no significant changes concerning our critical accounting estimates as described in our Annual Report on Form 10-K.

Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or revised accounting standards. We have elected not to opt out of the extended transition period, which means that when a standard is issued or revised and it has different application dates for public and private companies, we may adopt the standard on the application date for private companies.

We have elected to take advantage of the scaled disclosures and other relief under the JOBS Act, and we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging growth company.

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Executive Summary

Net income for the three and six months ended June 30, 2022 totaled $10.0 million and $19.8 million, respectively, compared to net income of $9.8 million and $20.1 million for the three and six months ended June 30, 2021, respectively.

The following are highlights of our operating and financial performance for the periods presented:

•Assets. Total assets were $2.8 billion at June 30, 2022, representing a $279.3 million, or 10.92%, increase compared to $2.6 billion at December 31, 2021. The primary drivers of this increase are discussed below.

•Loans. Total loans held for investment were $2.4 billion at June 30, 2022, compared to $1.9 billion at December 31, 2021, an increase of $446.1 million, or 23.06%. The increase was primarily attributable to a $450.3 million net increase in commercial real estate loans and a $16.2 million net increase in commercial construction loans, partially offset by a $22.1 million net decrease in Paycheck Protection Program (“PPP”) loans.

•PPP Loans. All PPP loans had been forgiven, paid off by the borrower, or charged off as of June 30, 2022.

•Coronavirus Disease ("COVID-19") Deferments. As of June 30, 2022, two borrowing relationships with two loans totaling $0.1 million were on COVID-19 deferment. All but one of the loans that ended COVID-19 deferments during the quarter ended June 30, 2022 have returned to their pre-COVID-19 contractual payment structures with no risk rating downgrades to classified, nor any troubled debt restructuring ("TDR"). Of the loans that ended COVID-19 deferments in the quarter ended June 30, 2022, one is non-accrual and returned to its pre-COVID-19 risk rating of classified as of June 30, 2022. We anticipate that the remaining loans on COVID-19 deferment will return to their pre-COVID-19 contractual payment statuses after their COVID-19 deferments end.

•Non-accrual Loans. Credit quality remains strong, with non-accrual loans representing $0.4 million, or 0.02% of total loans held for investment, at June 30, 2022, compared to $0.6 million, or 0.03% of total loans held for investment, at December 31, 2021. The ratio of allowance for loan losses to total loans held for investment, or total loans at period end, was 1.08% at June 30, 2022 and 1.20% at December 31, 2021.

•Return on Average Assets (“ROAA”) and Return on Average Equity (“ROAE”). ROAA and ROAE were 1.45% and 17.20%, respectively, for the three months ended June 30, 2022, as compared to ROAA of 1.75% and ROAE of 24.25% for the three months ended June 30, 2021. Pro forma ROAA and ROAE for the three months ended June 30, 2022 were equal to actual ROAA and ROAE of 1.45% and 17.20%, respectively, as compared to pro forma ROAA of 1.33% and pro forma ROAE of 18.36% for the three months ended June 30, 2021. ROAA and ROAE were 1.49% and 17.07%, respectively, for the six months ended June 30, 2022, as compared to ROAA of 1.89% and ROAE of 27.78% for the six months ended June 30, 2021. Pro forma ROAA and ROAE for the six months ended June 30, 2022 were equal to actual ROAA and ROAE of 1.49% and 17.07%, respectively, as compared to pro forma ROAA of 1.41% and pro forma ROAE of 20.66% for the six months ended June 30, 2021.

•Net Interest Margin. Net interest margin was 3.70% and 3.65% for the three and six months ended June 30, 2022, respectively, and 3.48% and 3.65% for the three and six months ended June 30, 2021, respectively. The increase in net interest margin for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 was primarily attributable to increases in yields on interest-earning deposits with banks and investment securities, partially offset by decreases in average loan yields.

•Efficiency Ratio. Efficiency ratio was 38.53% for the three months ended June 30, 2022, down from 47.56% for the corresponding period of 2021. Additionally, efficiency ratio was 39.14% for the six months ended June 30, 2022, down from 46.18% for the corresponding period of 2021. The decreases were primarily attributable to increases in net interest income period-over-period.

•Deposits. Total deposits increased by $215.4 million from $2.3 billion at December 31, 2021 to $2.5 billion at June 30, 2022. Deposit increases were primarily attributable to an increase in the number of new deposit relationships, as well as normal fluctuations in some of our large existing accounts. Non-interest-bearing deposits increased by $103.9 million in the first six months of 2022 to $1.0 billion, and represented 40.22% of total deposits at June 30, 2022, compared to 39.46% of total deposits at December 31, 2021. Our loan to deposit ratio was 95.69% at June 30, 2022, compared to 85.09% at December 31, 2021.

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•Capital Ratios. All capital ratios were above well-capitalized regulatory thresholds as of June 30, 2022. The total risk-based capital ratio for the Company was 11.77% at June 30, 2022, compared to 13.98% at December 31, 2021. The Tier 1 leverage ratio was 8.81% at June 30, 2022, compared to 9.47% at December 31, 2021. For additional information about the regulatory capital requirements applicable to the Company and the Bank, see the section entitled “—Financial Condition Summary—Capital Adequacy” below.

•Dividends. The board of directors declared a cash dividend of $0.15 per share on April 21, 2022.

Highlights of the financial results are presented in the following tables:

(dollars in thousands)						June 30, 2022						December 31, 2021
Selected financial condition data:
Total assets						$	2,836,071					$	2,556,761
Total loans held for investment						2,380,511						1,934,460
Total deposits						2,501,311						2,285,890
Total subordinated notes, net						28,420						28,386
Total shareholders’ equity						233,200						235,046
Asset quality ratios:
Allowance for loan losses to total loans held for investment						1.08		%				1.20		%
Allowance for loan losses to total loans held for investment, excluding PPP loans1						1.08		%				1.22		%
Allowance for loan losses to non-accrual loans						5,834.88		%				3,954.30		%
Non-accrual loans to total loans held for investment						0.02		%				0.03		%
Capital ratios:
Total capital (to risk-weighted assets)						11.77		%				13.98		%
Tier 1 capital (to risk-weighted assets)						9.62		%				11.44		%
Common equity Tier 1 capital (to risk-weighted assets)						9.62		%				11.44		%
Tier 1 leverage						8.81		%				9.47		%
Total shareholders’ equity to total assets ratio						8.22		%				9.19		%
Tangible shareholders’ equity to tangible assets2						8.22		%				9.19		%

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						For the three months ended												For the six months ended
(dollars in thousands, except per share data)						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Selected operating data:
Net interest income						$	24,491					$	18,296					$	46,353					$	36,344
Provision for loan losses						2,250						—						3,200						200
Non-interest income						1,997						1,846						4,182						3,462
Non-interest expense						10,205						9,580						19,780						18,384
Net income						9,953						9,828						19,815						20,106
Net income per common share:
Basic						$	0.58					$	0.67					$	1.15					$	1.57
Diluted						$	0.58					$	0.67					$	1.15					$	1.57
Selected pro forma operating data:
Pro forma net income3						9,953						7,440						19,815						14,949
Pro forma provision for income taxes3						4,080						3,122						7,740						6,273
Pro forma net income per common share3:
Basic						$	0.58					$	0.51					$	1.15					$	1.17
Diluted						$	0.58					$	0.51					$	1.15					$	1.16
Performance and other financial ratios:
ROAA						1.45		%				1.75		%				1.49		%				1.89		%
ROAE						17.20		%				24.25		%				17.07		%				27.78		%
Net interest margin						3.70		%				3.48		%				3.65		%				3.65		%
Cost of funds						0.24		%				0.20		%				0.20		%				0.22		%
Efficiency ratio						38.53		%				47.56		%				39.14		%				46.18		%
Cash dividend payout ratio on common stock4						25.86		%				484.46		%				26.09		%				271.08		%
Selected pro forma ratios:
Pro forma ROAA3,5						1.45		%				1.33		%				1.49		%				1.41		%
Pro forma ROAE3,5						17.20		%				18.36		%				17.07		%				20.66		%

1The allowance for loan losses to total loans held for investment, excluding PPP loans, is considered a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure. Allowance for loan losses to total loans held for investment, excluding PPP loans, is defined as allowance for loan losses, divided by total loans held for investment less PPP loans. The most directly comparable GAAP financial measure is allowance for loan losses to total loans held for investment.

2Tangible shareholders’ equity to tangible assets is considered to be a non-GAAP financial measure. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure. Tangible shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. We had no goodwill or other intangible assets as of any of the dates indicated. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets at the end of each of the periods indicated.

3For the three and six months ended June 30, 2021, we calculate our pro forma net income, provision for income taxes, net income per common share, ROAA, and ROAE by adding back our S Corporation tax to net income and applying a combined C Corporation effective tax rate for U.S. federal and California state income taxes of 29.56%. This calculation reflects only the change in our status as an S Corporation and does not give effect to any other transaction. For the three and six months ended June 30, 2022, our pro forma provision for income tax expense is the same as our actual C Corporation provision, given that the Company was taxed as a C Corporation for the entirety of the three- and six-month periods, and thus pro forma calculations for the three and six months ended June 30, 2022 are equal to actuals.

4Cash dividend payout ratio on common stock is calculated as dividends on common shares divided by basic net income per common share.

5Pro forma ROAA and ROAE are calculated using pro forma net income balances, with no adjustments to average assets and average equity balances.

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RESULTS OF OPERATIONS

The following discussion of our results of operations compares the three and six months ended June 30, 2022 to the three and six months ended June 30, 2021. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022.

Net Interest Income

Net interest income is the most significant contributor to our net income. Net interest income represents interest income from interest-earning assets, such as loans and investments, less interest expense on interest-bearing liabilities, such as deposits, Federal Home Loan Bank of San Francisco ("FHLB") advances, subordinated notes, and other borrowings, which are used to fund those assets. In evaluating our net interest income, we measure and monitor yields on our interest-earning assets and interest-bearing liabilities as well as trends in our net interest margin. Net interest margin is a ratio calculated as net interest income divided by total interest-earning assets for the same period. We manage our earning assets and funding sources in order to maximize this margin while limiting credit risk and interest rate sensitivity to our established risk appetite levels. Changes in market interest rates and competition in our market typically have the largest impact on periodic changes in our net interest margin.

Three months ended June 30, 2022 compared to three months ended June 30, 2021

Net interest income increased by $6.2 million, or 33.86%, to $24.5 million for the three months ended June 30, 2022 from $18.3 million for the three months ended June 30, 2021. Our net interest margin of 3.70% for the three months ended June 30, 2022 increased from 3.48% for the three months ended June 30, 2021, primarily due to an increase in average yields on interest-earning deposits with banks and investment securities. Yields on interest-earning deposits with banks increased due to three Federal Reserve rate increases totaling 1.50% that occurred between June 30, 2021 and June 30, 2022. Additionally, yields on investment securities increased as a result of the Federal Reserve rate hikes discussed above, as U.S. government agencies are indexed to the prime rate, which resets quarterly and changes commensurate with changes that occur to Federal Reserve rates. These increases were partially offset by a decrease in average loan yields, which decreased from 4.73% for the three months ended June 30, 2021 to 4.47% for the three months ended June 30, 2022. This decrease was primarily due to changes in the macroeconomic environment, which caused a majority of the Company’s fixed-rate loans to recognize lower yields in the current quarter than those recognized in the same quarter of 2021. The rates associated with the index utilized for a significant portion of the Company’s variable rate loans, the United States 5 Year Treasury index, were higher during the three months ended June 30, 2022, as compared to the three months ended June 30, 2021, but a majority of these loans were not scheduled to reprice during the three months ended June 30, 2022, which also contributed to the downward trend in average loan yields. New loan originations drove increases in the average daily balance of loans from the three months ended June 30, 2021 to the three months ended June 30, 2022, which partially offset the aforementioned declining average loan yields.

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Average balance sheet, interest, and yield/rate analysis. The following table presents average balance sheet information, interest income, interest expense, and the corresponding average yield earned and rates paid for each period reported. The average balances are daily averages and include both performing and nonperforming loans.

						For the three months ended June 30, 2022																		For the three months ended June 30, 2021
(dollars in thousands)						Average Balance						Interest Income/ Expense						Average Yield/ Rate						Average Balance						Interest Income/ Expense						Average Yield/ Rate
Assets
Interest-earning deposits with banks1						$	294,491					$	518					0.71		%				$	378,000					$	125					0.13		%
Investment securities2						132,975						602						1.82		%				149,814						557						1.49		%
Loans held for investment and sale1,3						2,227,215						24,841						4.47		%				1,578,438						18,626						4.73		%
Total interest-earning assets1						2,654,681						25,961						3.92		%				2,106,252						19,308						3.68		%
Interest receivable and other assets, net						98,972																		140,757
Total assets						$	2,753,653																	$	2,247,009
Liabilities and shareholders’ equity
Interest-bearing transaction accounts						$	255,665					$	66					0.10		%				$	150,852					$	37					0.10		%
Savings accounts						96,867						38						0.16		%				75,424						19						0.10		%
Money market accounts						981,366						679						0.28		%				949,448						475						0.20		%
Time accounts						174,991						238						0.55		%				36,773						37						0.40		%
Subordinated debt and other borrowings1						29,618						449						6.07		%				28,339						444						6.27		%
Total interest-bearing liabilities						1,538,507						1,470						0.38		%				1,240,836						1,012						0.33		%
Demand accounts						969,053																		827,992
Interest payable and other liabilities						13,937																		15,621
Shareholders’ equity						232,156																		162,560
Total liabilities and shareholders’ equity						$	2,753,653																	$	2,247,009
Net interest spread4																		3.54		%																3.35		%
Net interest income/margin5												$	24,491					3.70		%										$	18,296					3.48		%

1Interest income/expense is divided by the actual number of days in the period multiplied by the actual number of days in the year to correspond to stated interest rate terms, where applicable.

2Yields on available-for-sale securities are calculated based on amortized cost balances rather than fair value, as changes in fair value are reflected as a component of shareholders’ equity. Investment security interest is earned on 30/360 day basis monthly. Yields are not calculated on a tax-equivalent basis.

3Average loan balance includes both loans held for investment and loans held for sale. Non-accrual loans are included in total loan balances. No adjustment has been made for these loans in the yield calculations. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs.

4Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

5Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets, then annualized based on the number of days in the given period.

Analysis of changes in interest income and expenses. Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average yields/rates. The following table shows the effect that these factors had on the interest earned from our interest-earning assets and interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the current period’s average yield/rate. The effect of rate changes is calculated by

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multiplying the change in average yield/rate by the previous period’s volume. Changes not solely attributable to volume or yields/rates have been allocated in proportion to the respective volume and yield/rate components.

						For the three months ended June 30, 2022 compared to the three months ended June 30, 2021
(dollars in thousands)						Volume						Yield/Rate						Total
Interest-earning deposits with banks						$	(146)					$	539					$	393
Investment securities						(74)						119						45
Loans held for investment and sale						7,239						(1,024)						6,215
Total interest-earning assets						7,019						(366)						6,653
Interest-bearing transaction accounts						29						—						29
Savings accounts						8						11						19
Money market accounts						21						183						204
Time accounts						187						14						201
Subordinated debt and other borrowings						17						(12)						5
Total interest-bearing liabilities						262						196						458
Changes in net interest income/margin						$	6,757					$	(562)					$	6,195

Total interest income increased by $6.7 million, or 34.46%, to $26.0 million for the three months ended June 30, 2022 from $19.3 million for the corresponding period of 2021. For the three months ended June 30, 2022, interest income from loans increased by $6.2 million to $24.8 million, as the average daily balance of loans increased by $648.8 million, or 41.10%, compared to the same period of 2021. This increase in interest income from greater average loan balances was partially offset by a 26 basis point decrease in loan yield to 4.47% for the three months ended June 30, 2022 as compared to the same period of 2021, as discussed above. Additionally, $24.0 thousand of income from forgiven PPP loans was recognized in the three months ended June 30, 2022, compared to $1.4 million during the same period of 2021. Excluding PPP loans, average loans held for investment and sale increased by $806.9 million to $2.2 billion, and the related yield declined by 29 basis points for the three months ended June 30, 2022 from the corresponding period of 2021. Average loans held for investment and sale, excluding PPP loans, and average loan yield, excluding PPP loans, are considered to be non-GAAP financial measures. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure.

Total interest expense increased by $0.5 million to $1.5 million for the three months ended June 30, 2022 from $1.0 million for the same period of 2021. Interest expense on customer deposits increased by $0.5 million to $1.0 million for the three months ended June 30, 2022 from $0.6 million for the same period of 2021. This increase is due to the cost of interest-bearing liabilities increasing by 5 basis points to 0.38% for the three months ended June 30, 2022 from 0.33% for the same period of 2021, reflecting increases in the rates offered on savings, money market, and maturing deposit products during the period.

Six months ended June 30, 2022 compared to six months ended June 30, 2021

Net interest income increased by $10.0 million, or 27.54%, to $46.4 million for the six months ended June 30, 2022 from $36.3 million for the six months ended June 30, 2021. Our net interest margin of 3.65% for the six months ended June 30, 2022 remained constant with our net interest margin of 3.65% for the six months ended June 30, 2021, primarily due to a decrease in average loan yields, offset by increases in average yields on interest-earning deposits with banks and investment securities. Yields on interest-earning deposits with banks increased due to three Federal Reserve rate increases totaling 1.50% that occurred between June 30, 2021 and June 30, 2022. Additionally, yields on investment securities increased as a result of the Federal Reserve rate hikes discussed above, as U.S. government agencies are indexed to the prime rate, which resets quarterly and changes commensurate with changes that occur to Federal Reserve rates. Average loan yields decreased from 4.84% for the six months ended June 30, 2021 to 4.50% for the six months ended June 30, 2022. This decrease was primarily due to changes in the macroeconomic environment, which caused a majority of the Company’s fixed-rate loans to recognize lower yields in the first half of 2022 than those recognized in the first half of 2021. The rates associated with the index utilized for a significant portion of the Company’s variable rate loans, the United States 5 Year Treasury index, were higher during the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, but a majority of these loans were not scheduled to reprice during the six months ended June 30, 2022, which also contributed to the downward trend in average loan yields. New loan originations drove increases in the

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average daily balance of loans from the six months ended June 30, 2021 to the six months ended June 30, 2022, which partially offset the aforementioned declining average loan yields.

Average balance sheet, interest, and yield/rate analysis. The following table presents average balance sheet information, interest income, interest expense and the corresponding average yield earned and rates paid for each period reported. The average balances are daily averages and include both performing and nonperforming loans.

						For the six months ended June 30, 2022																		For the six months ended June 30, 2021
(dollars in thousands)						Average Balance						Interest Income/ Expense						Average Yield/ Rate						Average Balance						Interest Income/ Expense						Average Yield/ Rate
Assets
Interest-earning deposits with banks1						$	316,590					$	710					0.45		%				$	320,734					$	229					0.14		%
Investment securities2						140,857						1,169						1.67		%				136,041						1,030						1.53		%
Loans held for investment and sale1,3						2,102,382						46,932						4.50		%				1,552,364						37,239						4.84		%
Total interest-earning assets1						2,559,829						48,811						3.85		%				2,009,139						38,498						3.86		%
Interest receivable and other assets, net						124,565																		133,394
Total assets						$	2,684,394																	$	2,142,533
Liabilities and shareholders’ equity
Interest-bearing transaction accounts						$	265,962					$	136					0.10		%				$	152,694					$	75					0.10		%
Savings accounts						93,842						63						0.14		%				68,223						34						0.10		%
Money market accounts						951,012						1,046						0.22		%				908,621						1,058						0.23		%
Time accounts						151,454						321						0.43		%				41,430						100						0.49		%
Subordinated debt and other borrowings1						29,005						892						6.20		%				28,332						887						6.31		%
Total interest-bearing liabilities						1,491,275						2,458						0.33		%				1,199,300						2,154						0.36		%
Demand accounts						945,511																		786,955
Interest payable and other liabilities						13,551																		10,338
Shareholders’ equity						234,057																		145,940
Total liabilities and shareholders’ equity						$	2,684,394																	$	2,142,533
Net interest spread4																		3.52		%																3.50		%
Net interest income/margin5												$	46,353					3.65		%										$	36,344					3.65		%

1Interest income/expense is divided by the actual number of days in the period multiplied by the actual number of days in the year to correspond to stated interest rate terms, where applicable.

2Yields on available-for-sale securities are calculated based on amortized cost balances rather than fair value, as changes in fair value are reflected as a component of shareholders’ equity. Investment security interest is earned on 30/360 day basis monthly. Yields are not calculated on a tax-equivalent basis.

3Average loan balance includes both loans held for investment and loans held for sale. Non-accrual loans are included in total loan balances. No adjustment has been made for these loans in the yield calculations. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs.

4Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

5Net interest margin is computed by calculating the difference between interest income and interest expense, divided by the average balance of interest-earning assets, then annualized based on the number of days in the given period.

Analysis of changes in interest income and expenses. Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average yields/rates. The following table shows the effect that these factors had on the interest earned from our interest-

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earning assets and interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the current period’s average yield/rate. The effect of rate changes is calculated by multiplying the change in average yield/rate by the previous period’s volume. Changes not solely attributable to volume or yields/rates have been allocated in proportion to the respective volume and yield/rate components.

						For the six months ended June 30, 2022 compared to the six months ended June 30, 2021
(dollars in thousands)						Volume						Yield/Rate						Total
Interest-earning deposits with banks						$	(9)					$	490					$	481
Investment securities						41						98						139
Loans held for investment and sale						12,295						(2,602)						9,693
Total interest-earning assets						12,327						(2,014)						10,313
Interest-bearing transaction accounts						61						—						61
Savings accounts						17						12						29
Money market accounts						21						(33)						(12)
Time accounts						233						(12)						221
Subordinated debt and other borrowings						18						(13)						5
Total interest-bearing liabilities						350						(46)						304
Changes in net interest income/margin						$	11,977					$	(1,968)					$	10,009

Total interest income increased by $10.3 million, or 26.79%, to $48.8 million for the six months ended June 30, 2022 from $38.5 million for the corresponding period of 2021. For the six months ended June 30, 2022, interest income from loans increased by $9.7 million to $46.9 million, as the average daily balance of loans increased by $550.0 million, or 35.43%, compared to the same period of 2021. This increase in interest income from greater average loan balances was partially offset by a 34 basis point decrease in loan yield to 4.50% for the six months ended June 30, 2022 as compared to the same period of 2021, as discussed above. Additionally, $0.6 million of income from forgiven PPP loans was recognized in the six months ended June 30, 2022, compared to $3.3 million during the same period of 2021. Excluding PPP loans, average loans held for investment and sale increased by $712.7 million to $2.1 billion, and the related yield declined by 36 basis points for the six months ended June 30, 2022 from the corresponding period of 2021. Average loans held for investment and sale, excluding PPP loans, and average loan yield, excluding PPP loans, are considered to be non-GAAP financial measures. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure.

Total interest expense increased by $0.3 million to $2.5 million for the six months ended June 30, 2022 from $2.2 million for the same period of 2021. Interest expense on customer deposits increased by $0.3 million to $1.6 million for the six months ended June 30, 2022 from $1.3 million for the same period of 2021. This increase is primarily due to the average daily balance of interest-bearing liabilities increasing by $292.0 million, or 24.35%, compared to the same period of 2021.

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Provision for Loan Losses

The provision for loan losses is based on management’s assessment of the adequacy of our allowance for loan losses. Factors impacting the provision include inherent risk characteristics in our loan portfolio, the level of nonperforming loans and net charge-offs, both current and historic, local economic and credit conditions, the direction of the change in collateral values, and the funding probability on unfunded lending commitments. The provision for loan losses is charged against earnings in order to maintain our allowance for loan losses, which reflects management’s best estimate of probable losses inherent in our loan portfolio at the balance sheet date.

Three months ended June 30, 2022 compared to three months ended June 30, 2021

We recorded a $2.3 million provision for loan losses in the second quarter of 2022, compared to no provision for loan losses recorded for the same period of 2021. The increase of $2.3 million for the provision period-over-period was primarily due to increased reserves based on loan growth and economic conditions during the second quarter of 2022, while improved economic conditions related to the impact of the COVID-19 pandemic during the second quarter of 2021 provided favorable economic conditions for our borrowers, which resulted in no provision for the period. The Company had a decrease in loans designated as watch and substandard from $57.8 million as of June 30, 2021 to $23.1 million as of June 30, 2022, causing a reduction in related reserves, which partially offset the increase in provision for loan losses period-over-period.

Six months ended June 30, 2022 compared to six months ended June 30, 2021

We recorded a $3.2 million provision for loan losses in the first six months of 2022, compared to a $0.2 million provision for loan losses for the same period of 2021. The increase of $3.0 million for the provision period-over-period was primarily due to increased reserves based on loan growth and economic conditions during the second quarter of 2022, while improved economic conditions related to the impact of the COVID-19 pandemic during the first six months of 2021 provided favorable economic conditions for our borrowers, which resulted in a less significant provision for the period. The Company had a decrease in loans designated as watch and substandard from $57.8 million as of June 30, 2021 to $23.1 million as of June 30, 2022, causing a reduction in related reserves, which partially offset the increase in provision for loan losses period-over-period.

Non-interest Income

Non-interest income is a secondary contributor to our net income. Non-interest income consists of service charges on deposit accounts, net gain on sale of securities, gain on sale of loans, loan-related fees, FHLB stock dividends, earnings on bank-owned life insurance ("BOLI"), and other income.

Three months ended June 30, 2022 compared to three months ended June 30, 2021

The following table details the components of non-interest income for the periods indicated.

						For the three months ended
(dollars in thousands)						June 30, 2022						June 30, 2021						$ Change						% Change
Service charges on deposit accounts						$	130					$	106					$	24					22.64		%
Net gain on sale of securities						—						92						(92)						(100.00)		%
Gain on sale of loans						831						1,091						(260)						(23.83)		%
Loan-related fees						795						369						426						115.45		%
FHLB stock dividends						99						92						7						7.61		%
Earnings on BOLI						101						60						41						68.33		%
Other income						41						36						5						13.89		%
Total non-interest income						$	1,997					$	1,846					$	151					8.18		%

Gain on sale of loans. The decrease in gain on sale of loans related primarily to an overall decline in the effective yields on loans sold during the three months ended June 30, 2021 compared to the three months ended June 30, 2022, from 9.82% to 4.64%. The decrease in effective yields related to uncertainty surrounding the timing of rising interest rates and due to

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premiums received on loans sold during the three months ended June 30, 2021, which did not recur during the three months ended June 30, 2022. Additionally, the volume of loans sold during the three months ended June 30, 2021 increased from the volume of loans sold during the three months ended June 30, 2022, from $11.1 million to $17.9 million, due to several large dollar value loans (funded in prior periods) reaching the end of their interest-only periods, allowing for sale in the second quarter of 2022.

Loan-related fees. The increase in loan-related fees resulted primarily from the recognition of $0.4 million in swap referral fees during the three months ended June 30, 2022, as compared to $0.1 million of swap referral fees recognized during the three months ended June 30, 2021.

Six months ended June 30, 2022 compared to six months ended June 30, 2021

The following table details the components of non-interest income for the periods indicated.

						For the six months ended
(dollars in thousands)						June 30, 2022						June 30, 2021						$ Change						% Change
Service charges on deposit accounts						$	238					$	196					$	42					21.43		%
Net gain on sale of securities						5						274						(269)						(98.18)		%
Gain on sale of loans						1,749						2,022						(273)						(13.50)		%
Loan-related fees						1,412						629						783						124.48		%
FHLB stock dividends						201						170						31						18.24		%
Earnings on BOLI						191						112						79						70.54		%
Other income						386						59						327						554.24		%
Total non-interest income						$	4,182					$	3,462					$	720					20.80		%

Net gain on sale of securities. The decrease in net gain on sale of securities was due to a lower volume of securities sold during the six months ended June 30, 2022 than sold during the corresponding period of 2021. $1.5 million of municipal securities were sold for a gain of $5.3 thousand during the six months ended June 30, 2022, while $15.4 million of municipal securities were sold for a net gain of $0.3 million during the six months ended June 30, 2021.

Gain on sale of loans. The decrease in gain on sale of loans related primarily to an overall decline in the effective yields on loans sold period-over-period. The effective yield on loans sold during the six months ended June 30, 2022 was 6.80%, as compared to an effective yield of 8.85% for loans sold during the six months ended June 30, 2021. This fluctuation was due to uncertainty surrounding the timing of rising interest rates and premiums received on loans sold.

Loan-related fees. The increase in loan-related fees primarily related to $0.7 million of swap referral fees recognized during the six months ended June 30, 2022, as compared to $0.1 million recognized in the six months ended June 30, 2021.

Other income. The increase in other income resulted primarily from a $0.3 million gain recorded on a distribution received on an investment in a venture-backed fund, which did not occur during the six months ended June 30, 2021.

Non-interest Expense

Non-interest expense includes salaries and employee benefits, occupancy and equipment, data processing and software, FDIC insurance, professional services, advertising and promotional, loan-related expenses, and other operating expenses. In evaluating our level of non-interest expense, we closely monitor the Company's efficiency ratio, which is calculated as non-interest expense divided by the sum of net interest income and non-interest income. We constantly seek to identify ways to streamline our business and operate more efficiently, which has enabled us to reduce our non-interest expense over time, in both absolute terms and as a percentage of our revenue, while continuing to achieve growth in total loans and assets.

Over the past several years, we have invested significant resources in personnel and infrastructure. Additionally, to support corporate organizational matters leading up to the IPO, we experienced increased audit, consulting, and legal costs. As a result, non-interest expense has increased throughout the periods presented below; however, we do not anticipate incurring

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significant costs of this type in future periods, and we expect our efficiency ratio will improve going forward due, in part, to our past investment in infrastructure.

Three months ended June 30, 2022 compared to three months ended June 30, 2021

The following table details the components of non-interest expense for the periods indicated.

						For the three months ended
(dollars in thousands)						June 30, 2022						June 30, 2021						$ Change						% Change
Salaries and employee benefits						$	5,553					$	4,939					$	614					12.43		%
Occupancy and equipment						513						441						72						16.33		%
Data processing and software						739						598						141						23.58		%
FDIC insurance						245						150						95						63.33		%
Professional services						568						1,311						(743)						(56.67)		%
Advertising and promotional						484						265						219						82.64		%
Loan-related expenses						389						218						171						78.44		%
Other operating expenses						1,714						1,658						56						3.38		%
Total non-interest expense						$	10,205					$	9,580					$	625					6.52		%

Salaries and employee benefits. The increase in salaries and employee benefits was primarily a result of a $1.0 million increase in salaries, insurance, and benefits as a result of a 14.94% increase in headcount between June 30, 2021 and June 30, 2022, combined with a $0.6 million increase in commissions and bonuses from the three months ended June 30, 2021 to the three months ended June 30, 2022. These increases were partially offset by a $0.9 million increase in deferred loan origination costs between the three months ended June 30, 2022 and the three months ended June 30, 2021.

Data processing and software. Data processing and software increased, primarily due to: (i) increased usage of our digital banking platform; (ii) higher transaction volumes related to the increased number of loan and deposit accounts; and (iii) an increased number of licenses required for new users on our loan origination and documentation system.

Professional services. Professional services decreased, primarily as a result of expenses recognized during the three months ended June 30, 2021 related to the increased audit, consulting, and legal costs incurred to support corporate organizational matters leading up to the IPO. These expenses did not recur during the three months ended June 30, 2022.

Advertising and promotional. The increase in advertising and promotional was primarily related to increases in business development, marketing, and sponsorship expenses due to more in-person participation in events held during the three months ended June 30, 2022, as compared to the three months ended June 30, 2021.

Loan-related expenses. Loan-related expenses increased, primarily due to increased expenses for legal services, environmental reports, UCC fees, and inspections to support increased loan production.

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Six months ended June 30, 2022 compared to six months ended June 30, 2021

The following table details the components of non-interest expense for the periods indicated.

						For the six months ended
(dollars in thousands)						June 30, 2022						June 30, 2021						$ Change						% Change
Salaries and employee benefits						$	11,228					$	9,636					$	1,592					16.52		%
Occupancy and equipment						1,033						892						141						15.81		%
Data processing and software						1,455						1,227						228						18.58		%
FDIC insurance						410						430						(20)						(4.65)		%
Professional services						1,122						2,843						(1,721)						(60.53)		%
Advertising and promotional						828						435						393						90.34		%
Loan-related expenses						667						447						220						49.22		%
Other operating expenses						3,037						2,474						563						22.76		%
Total non-interest expense						$	19,780					$	18,384					$	1,396					7.59		%

Salaries and employee benefits. The increase in salaries and employee benefits was primarily a result of a $2.0 million increase in salaries and overtime pay as a result of a 14.94% increase in headcount between June 30, 2021 and June 30, 2022, combined with a $0.9 million increase in commissions from the six months ended June 30, 2021 to the six months ended June 30, 2022. These increases were partially offset by a $1.6 million increase in deferred loan origination costs from the six months ended June 30, 2021 to the six months ended June 30, 2022.

Occupancy and equipment. The increase in occupancy and equipment was primarily the result of an overall increase in depreciation recognized for furniture, fixtures, and equipment that was purchased to support the 14.94% increase in headcount described above, combined with an overall increase in occupancy expenses year-over-year.

Data processing and software. The increase in data processing and software was primarily due to: (i) increased usage of our digital banking platform; (ii) higher transaction volumes related to the increased number of loan and deposit accounts; and (iii) an increased number of licenses required for new users on our loan origination and documentation system.

Professional services. Professional services decreased, primarily as a result of expenses recognized during the six months ended June 30, 2021 related to the increased audit, consulting, and legal costs incurred to support corporate organizational matters leading up to the IPO, which did not recur during the six months ended June 30, 2022.

Advertising and promotional. The increase in advertising and promotional was primarily related to increases in business development, marketing, and sponsorship expenses due to more in-person participation at events held during the six months ended June 30, 2022, as compared to the six months ended June 30, 2021.

Loan-related expenses. The increase in loan-related expenses was primarily related to an overall net increase in loan expenses incurred to support loan production in the six months ended June 30, 2022, as compared to the six months ended June 30, 2021, primarily due to increased expenses for legal services, UCC fees, and inspections.

Other operating expenses. The increase in other operating expenses was primarily due to a $0.5 million increase in travel expenses related to attendance of professional events, conferences, and other business-related travel during the six months ended June 30, 2022, compared to the six months ended June 30, 2021.

Provision for Income Taxes

The Company terminated its status as a “Subchapter S” corporation effective May 5, 2021, in connection with the Company’s IPO, and became a C Corporation. Prior to that date, as an S Corporation, the Company had no U.S. federal income tax expense. The provision recorded for the three and six months ended June 30, 2022 yielded effective tax rates of 29.07% and 28.09%, respectively. Refer to the section entitled “—Pro Forma C Corporation Income Tax Expense” below for a discussion on what the Company’s income tax expense and net income would have been had the Company been taxed as a C Corporation during the three and six months ended June 30, 2021.

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Three months ended June 30, 2022 compared to three months ended June 30, 2021

The provision for income taxes increased by $3.3 million, or 455.86%, to $4.1 million for the three months ended June 30, 2022, as compared to $0.7 million for the three months ended June 30, 2021. This increase is due to the change in the effective tax rate from 6.95% for the three months ended June 30, 2021 to 29.07% for the three months ended June 30, 2022. This increase was partially offset by a $4.6 million reduction to the provision for income taxes relating to the adjustment of net deferred tax assets due to the termination of the Company's S Corporation status during the three months ended June 30, 2021, which did not recur during the three months ended June 30, 2022, .

Six months ended June 30, 2022 compared to six months ended June 30, 2021

The provision for income taxes for the six months ended June 30, 2022 increased by $6.6 million, or 593.55%, to $7.7 million, as compared to $1.1 million during the six months ended June 30, 2021. This increase is due to the change in the effective tax rate from 5.26% for the six months ended June 30, 2021 to 28.09% for the six months ended June 30, 2022. This increase was partially offset by a $4.6 million reduction to the provision for income taxes, which did not recur during the six months ended June 30, 2022, relating to the adjustment of the net deferred tax assets due to the termination of the Company's S Corporation status during the six months ended June 30, 2021.

Pro Forma C Corporation Income Tax Expense

Because of the Company’s status as a Subchapter S Corporation prior to May 5, 2021, no U.S. federal income tax expense was recorded for a portion of the three and six months ended June 30, 2021. Had the Company been taxed as a C Corporation and paid U.S. federal income tax for the entirety of those periods, the combined statutory income tax rate would have been 29.56%. For the three and six months ended June 30, 2021, the pro forma statutory rate reflects a U.S. federal income tax rate of 21.00% and a California state income tax rate of 8.56%, after adjustment for the federal tax benefit, on corporate taxable income. Had the Company been subject to U.S. federal income tax for the entirety of the three and six months ended June 30, 2021, on a statutory income tax rate pro forma basis, the provision for combined federal and state income tax would have been $3.1 million and $6.3 million, respectively. As a result of the foregoing factors, the Company’s pro forma net income (after U.S. federal and California state income tax) would have been $7.4 million and $14.9 million for the three and six months ended June 30, 2021, respectively.

FINANCIAL CONDITION SUMMARY

The following discussion compares our financial condition as of June 30, 2022 to our financial condition as of December 31, 2021. The following table summarizes selected components of our balance sheet as of June 30, 2022 and December 31, 2021.

(dollars in thousands)						June 30, 2022						December 31, 2021
Total assets						$	2,836,071					$	2,556,761
Cash and cash equivalents						$	270,758					$	425,329
Total investments						$	126,903					$	153,753
Loans held for investment						$	2,380,511					$	1,934,460
Total deposits						$	2,501,311					$	2,285,890
Subordinated notes, net						$	28,420					$	28,386
Total shareholders’ equity						$	233,200					$	235,046

Total Assets

At June 30, 2022, total assets were $2.8 billion, an increase of $279.3 million from $2.6 billion at December 31, 2021, primarily due to increases in cash and cash equivalents and loans held for investment, as discussed below.

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Cash and Cash Equivalents

Total cash and cash equivalents were $270.8 million at June 30, 2022, a decrease of $154.6 million from $425.3 million at December 31, 2021. The decrease in cash and cash equivalents was primarily a result of loans originated for sale of $37.0 million, loan originations and advances, net of principal collected, of $436.2 million, and cash distributions of $10.1 million during the six months ended June 30, 2022. These decreases were partially offset by net income recognized of $19.8 million, proceeds from sale of loans of $25.7 million, an increase in deposits of $215.4 million, and cash received from an FHLB advance of $60.0 million.

Investment Portfolio

Our investment portfolio is primarily comprised of guaranteed U.S. government agency securities, mortgage-backed securities, and obligations of states and political subdivisions, which are high-quality liquid investments. We manage our investment portfolio according to written investment policies approved by our board of directors. Our investment strategy aims to maximize earnings while maintaining liquidity in securities with minimal credit risk and interest rate risk that is reflective of the yields obtained on those securities. Most of our securities are classified as available-for-sale, although we have one long-term, fixed rate municipal security classified as held-to-maturity.

Our total securities held-to-maturity and available-for-sale amounted to $126.9 million at June 30, 2022 and $153.8 million at December 31, 2021, representing a decrease of $26.9 million. The decrease was primarily due to an unrealized loss (tax effected) on securities of $12.7 million, primarily in our mortgage-backed and municipal securities portfolios, resulting in decreases to each of those portfolios of $11.8 million and $7.8 million, respectively. This unrealized loss was recognized as a result of interest rate hikes that occurred during the period.

The following table presents the carrying value of our investment portfolio as of the dates indicated:

						As of
						June 30, 2022												December 31, 2021
(dollars in thousands)						Carrying Value						% of Total						Carrying Value						% of Total
Available-for-sale (at fair value):
U.S. government agencies						$	16,958					13.36		%				$	19,682					12.80		%
Mortgage-backed securities						66,076						52.07		%				81,513						53.02		%
Obligations of states and political subdivisions						37,164						29.29		%				45,137						29.36		%
Collateralized mortgage obligations						448						0.35		%				540						0.35		%
Corporate bonds						1,780						1.40		%				1,935						1.26		%
Total available-for-sale						122,426						96.47		%				148,807						96.79		%
Held-to-maturity (at amortized cost):
Obligations of states and political subdivisions						4,477						3.53		%				4,946						3.21		%
						$	126,903					100.00		%				$	153,753					100.00		%

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The following table presents the carrying value of our securities by their stated maturities, as well as the weighted average yields for each maturity range, as of June 30, 2022:

						Due in one year or less												Due after one year through five years												Due after five years through ten years												Due after ten years												Total
(dollars in thousands)						Carrying Value						Weighted Avg Yield						Carrying Value						Weighted Avg Yield						Carrying Value						Weighted Avg Yield						Carrying Value						Weighted Avg Yield						Carrying Value						Weighted Avg Yield
Available-for-sale:
U.S. government agencies						$	—					—		%				$	1,127					1.98		%				$	3,214					1.29		%				$	12,617					1.30		%				$	16,958					1.34		%
Mortgage-backed securities						—						—		%				—						—		%				2						6.94		%				66,074						1.66		%				66,076						1.66		%
Obligations of states and political subdivisions						508						2.80		%				—						—		%				3,888						1.62		%				32,768						1.69		%				37,164						1.70		%
Collateralized mortgage obligations						—						—		%				—						—		%				—						—		%				448						1.76		%				448						1.76		%
Corporate bonds						—						—		%				1,780						1.25		%				—						—		%				—						—		%				1,780						1.25		%
Total available-for-sale						508						2.80		%				2,907						1.53		%				7,104						1.47		%				111,907						1.63		%				122,426						1.62		%
Held-to-maturity:
Obligations of states and political subdivisions						447						6.00		%				1,115						6.00		%				1,590						6.00		%				1,325						6.00		%				4,477						6.00		%
Total						$	955					4.30		%				$	4,022					2.77		%				$	8,694					2.30		%				$	113,232					1.68		%				$	126,903					1.78		%

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The following table presents the carrying value of our securities by their stated maturities, as well as the weighted average yields for each maturity range, as of December 31, 2021:

						Due in one year or less												Due after one year through five years												Due after five years through ten years												Due after ten years												Total
(dollars in thousands)						Carrying Value						Weighted Avg Yield						Carrying Value						Weighted Avg Yield						Carrying Value						Weighted Avg Yield						Carrying Value						Weighted Avg Yield						Carrying Value						Weighted Avg Yield
Available-for-sale:
U.S. government agencies						$	—					—		%				$	1,591					1.97		%				$	3,814					0.69		%				$	14,277					0.19		%				$	19,682					0.43		%
Mortgage-backed securities						—						—		%				—						—		%				3						6.90		%				81,510						1.51		%				81,513						1.51		%
Obligations of states and political subdivisions						—						—		%				522						2.80		%				3,748						1.56		%				40,867						1.69		%				45,137						1.69		%
Collateralized mortgage obligations						—						—		%				—						—		%				—						—		%				540						1.73		%				540						1.73		%
Corporate bonds						—						—		%				1,935						1.25		%				—						—		%				—						—		%				1,935						1.25		%
Total available-for-sale						—						—		%				4,048						1.73		%				7,565						1.12		%				137,194						1.43		%				148,807						1.42		%
Held-to-maturity:
Obligations of states and political subdivisions						491						6.00		%				951						6.00		%				3,504						6.00		%				—						—		%				4,946						6.00		%
Total						$	491					6.00		%				$	4,999					2.54		%				$	11,069					2.67		%				$	137,194					1.43		%				$	153,753					1.57		%

Weighted average yield for securities available-for-sale is the projected yield to maturity given current cash flow projections for U.S. government agency securities, mortgage-backed securities, and collateralized mortgage obligations. For callable municipal securities and corporate bonds, weighted average yield is a yield to worst. Weighted average yield for securities held-to-maturity is the stated coupon of the bond.

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A summary of the amortized cost and fair value related to securities as of June 30, 2022 and December 31, 2021 is presented below.

												Gross Unrealized
(dollars in thousands)						Amortized Cost						Gains						(Losses)						Fair Value
June 30, 2022
Available-for-sale:
U.S. government agencies						$	17,114					$	86					$	(242)					$	16,958
Mortgage-backed securities						76,442						3						(10,369)						66,076
Obligations of states and political subdivisions						44,490						9						(7,335)						37,164
Collateralized mortgage obligations						475						—						(27)						448
Corporate bonds						2,000						—						(220)						1,780
Total available-for-sale						$	140,521					$	98					$	(18,193)					$	122,426
Held-to-maturity:
Obligations of states and political subdivisions						$	4,477					$	—					$	(145)					$	4,332
December 31, 2021
Available-for-sale:
U.S. government agencies						$	19,824					$	60					$	(202)					$	19,682
Mortgage-backed securities						82,517						94						(1,098)						81,513
Obligations of states and political subdivisions						44,732						525						(120)						45,137
Collateralized mortgage obligations						537						3						—						540
Corporate bonds						2,000						—						(65)						1,935
Total available-for-sale						$	149,610					$	682					$	(1,485)					$	148,807
Held-to-maturity:
Obligations of states and political subdivisions						$	4,946					$	251					$	—					$	5,197

The unrealized losses on securities are primarily attributable to interest rate changes, rather than the marketability of the securities or the issuer’s ability to honor redemption of the obligations, as a majority of the securities with unrealized losses are obligations of or guaranteed by agencies sponsored by the U.S. government. We have adequate liquidity and the ability and intent to hold these securities to maturity, resulting in full recovery of the indicated impairment. Accordingly, none of the unrealized losses on these securities have been determined to be other than temporary.

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Loan Portfolio

Our loan portfolio is our largest class of earning assets and typically provides higher yields than other types of earning assets. Associated with the higher yields is an inherent amount of credit risk, which we attempt to mitigate with strong underwriting. As of June 30, 2022 and December 31, 2021, our total loans amounted to $2.4 billion and $1.9 billion, respectively. The following table presents the balance and associated percentage of each major product type within our portfolio as of the dates indicated.

						As of
						June 30, 2022												December 31, 2021
(dollars in thousands)						Amount						% of Loans						Amount						% of Loans
Loans held for investment:
Real estate:
Commercial						$	2,036,559					85.02		%				$	1,586,232					81.48		%
Commercial land and development						9,439						0.39		%				7,376						0.38		%
Commercial construction						70,404						2.94		%				54,214						2.78		%
Residential construction						7,075						0.30		%				7,388						0.38		%
Residential						26,246						1.10		%				28,562						1.47		%
Farmland						50,434						2.11		%				54,805						2.82		%
Commercial:
Secured						136,155						5.68		%				137,062						7.03		%
Unsecured						24,262						1.01		%				21,136						1.09		%
PPP						—						—		%				22,124						1.14		%
Consumer and other						21,701						0.91		%				17,167						0.88		%
Loans held for investment, gross						2,382,275						99.46		%				1,936,066						99.45		%
Loans held for sale:
Commercial						12,985						0.54		%				10,671						0.55		%
Total loans, gross						2,395,260						100.00		%				1,946,737						100.00		%
Net deferred loan fees						(1,764)												(1,606)
Total loans						$	2,393,496											$	1,945,131

Commercial real estate loans consist of term loans secured by a mortgage lien on the real property, such as office and industrial buildings, manufactured home communities, self-storage facilities, hospitality properties, faith-based properties, retail shopping centers, and apartment buildings, as well as commercial real estate construction loans that are offered to builders and developers.

Commercial land and development and commercial construction loans consist of loans made to fund commercial land acquisition and development and commercial construction, respectively. The real estate purchased with these loans is generally located in or near our market.

Commercial loans consist of financing for commercial purposes in various lines of business, including manufacturing, service industry, and professional service areas. Commercial loans can be secured or unsecured but are generally secured with the assets of the company and/or the personal guaranty of the business owner(s).

Residential real estate and construction real estate loans consist of loans secured by single-family and multifamily residential properties, which are both owner-occupied and investor owned.

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The following tables present the commercial real estate loan balance, associated percentage of commercial real estate concentrations by collateral type, estimated real estate collateral values, and related loan-to-value (“LTV”) ranges as of the dates indicated. Collateral values and LTVs included in the table below reflect real estate collateral and do not include personal property collateral. Revolving lines of credit with zero balance and 0.00% LTV are excluded from this table. Collateral values are determined at origination using third-party real estate appraisals or evaluations. Updated appraisals, which are included in the table below, are obtained for loans that are downgraded to watch or substandard. Loans over $1.0 million are reviewed annually, at which time an internal assessment of collateral values is completed.

(dollars in thousands)						Loan Balance						% of Commercial Real Estate						Collateral Value						Minimum LTV						Maximum LTV
June 30, 2022
Manufactured home community						$	747,123					36.69		%				$	1,230,952					—		%				77.04		%
Retail						197,420						9.69		%				363,899						16.66		%				74.64		%
Multifamily						175,535						8.62		%				373,351						11.50		%				75.00		%
Industrial						162,421						7.98		%				380,163						10.90		%				75.00		%
Office						143,314						7.04		%				311,287						0.43		%				90.37		%
Faith-based						142,901						7.02		%				384,535						2.55		%				74.38		%
Mini storage						140,403						6.89		%				255,085						20.51		%				70.00		%
All other types1						327,442						16.07		%				680,152						0.50		%				153.40		%
Total						$	2,036,559					100.00		%				$	3,979,424					—		%				153.40		%
December 31, 2021
Manufactured home community						$	518,910					32.71		%				$	849,269					14.22		%				78.00		%
Retail						166,960						10.53		%				307,376						5.10		%				75.00		%
Multifamily						152,412						9.61		%				350,953						5.13		%				75.00		%
Industrial						135,401						8.54		%				318,875						1.43		%				74.51		%
Office						134,728						8.49		%				294,367						1.67		%				75.00		%
Faith-based						108,718						6.85		%				272,383						4.59		%				80.14		%
Mini storage						85,712						5.40		%				159,810						20.76		%				69.05		%
Mixed use						83,270						5.25		%				155,961						1.04		%				71.98		%
All other types1						200,121						12.62		%				473,952						8.00		%				94.97		%
Total						$	1,586,232					100.00		%				$	3,182,946					1.04		%				94.97		%

1Types of collateral in the “all other types” category are those that individually make up less than 5.00% commercial real estate concentration and include hospitality properties, auto dealerships, car washes, assisted living communities, country clubs, gas stations/convenience stores, medical offices, special purpose properties, mortuaries, restaurants, and schools.

The weighted average LTV of impaired, collateral dependent loans was approximately 86.33% at June 30, 2022 and approximately 70.67% at December 31, 2021.

Over the past several years, we have experienced significant growth in our loan portfolio, although the relative composition of the portfolio has not changed significantly (when PPP loans are excluded). Our primary focus remains commercial real estate lending (including commercial, commercial land and development, and commercial construction), which constitutes 88.91% of loans held for investment at June 30, 2022. Commercial secured lending (consisting primarily of SBA 7(a) loans under $350,000) represents 5.72% of loans held for investment at June 30, 2022. We sell the guaranteed portion of all SBA 7(a) loans, excluding PPP loans, in the secondary market and will continue to do so as long as market conditions continue to be favorable.

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We recognize that our commercial real estate loan concentration is significant within our balance sheet. Commercial real estate loan balances as a percentage of risk-based capital were 710.21% and 577.92% as of June 30, 2022 and December 31, 2021, respectively. We have established internal concentration limits in the loan portfolio for commercial real estate loans by sector (e.g., manufactured home communities, self-storage, hospitality, etc.). All loan sectors were within our established limits as of June 30, 2022. Additionally, our loans are geographically concentrated with borrowers and collateral properties primarily in California.

We believe that our past success is attributable to focusing on products and markets where we have significant expertise. Given our concentrations, we have established strong risk management practices, including risk-based lending standards, self-established product and geographical limits, annual evaluations of income property loans, and semi-annual top-down and bottom-up stress testing. We expect to continue growing our loan portfolio. We do not expect our product or geographic concentrations to materially change.

The following table sets forth the contractual maturities of our loan portfolio as of June 30, 2022:

(dollars in thousands)						Due in 1 year or less						Due after 1 year through 5 years						Due after 5 years through 15 years						Due after 15 years						Total
Real estate:
Commercial						$	24,605					$	205,120					$	1,730,927					$	75,907					$	2,036,559
Commercial land and development						821						5,656						2,962						—						9,439
Commercial construction						3,725						30,881						35,798						—						70,404
Residential construction						2,965						3,384						726						—						7,075
Residential						1,243						8,098						15,886						1,019						26,246
Farmland						908						6,898						42,628						—						50,434
Commercial:
Secured						29,510						27,830						87,988						3,812						149,140
Unsecured						1,217						6,871						16,174						—						24,262
PPP						—						—						—						—						—
Consumer and other						906						7,095						13,700						—						21,701
Total						$	65,900					$	301,833					$	1,946,789					$	80,738					$	2,395,260

The following table sets forth the contractual maturities of our loan portfolio as of December 31, 2021:

(dollars in thousands)						Due in 1 year or less						Due after 1 year through 5 years						Due after 5 years through 15 years						Due after 15 years						Total
Real estate:
Commercial						$	32,107					$	170,222					$	1,343,367					$	40,536					$	1,586,232
Commercial land and development						1,209						6,167						—						—						7,376
Commercial construction						3,418						17,575						32,131						1,090						54,214
Residential construction						5,609						1,779						—						—						7,388
Residential						1,183						8,246						17,871						1,262						28,562
Farmland						3,876						8,116						42,813						—						54,805
Commercial:
Secured						31,436						29,880						82,526						3,891						147,733
Unsecured						1,182						3,976						15,978						—						21,136
PPP						598						21,526						—						—						22,124
Consumer and other						35						3,619						13,513						—						17,167
Total						$	80,653					$	271,106					$	1,548,199					$	46,779					$	1,946,737

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The following table sets forth the sensitivity to interest rate changes of our loan portfolio as of June 30, 2022:

(dollars in thousands)						Fixed Interest Rates						Floating or Adjustable Rates						Total
Real estate:
Commercial						$	517,542					$	1,519,017					$	2,036,559
Commercial land and development						1,533						7,906						9,439
Commercial construction						3,031						67,373						70,404
Residential construction						—						7,075						7,075
Residential						2,143						24,103						26,246
Farmland						3,890						46,544						50,434
Commercial:
Secured						36,221						112,919						149,140
Unsecured						20,575						3,687						24,262
PPP						—						—						—
Consumer and other						21,701						—						21,701
Total						$	606,636					$	1,788,624					$	2,395,260

The following table sets forth the sensitivity to interest rate changes of our loan portfolio as of December 31, 2021:

(dollars in thousands)						Fixed Interest Rates						Floating or Adjustable Rates						Total
Real estate:
Commercial						$	394,648					$	1,191,584					$	1,586,232
Commercial land and development						722						6,654						7,376
Commercial construction						—						54,214						54,214
Residential construction						—						7,388						7,388
Residential						2,222						26,340						28,562
Farmland						4,183						50,622						54,805
Commercial:
Secured						34,771						112,962						147,733
Unsecured						19,841						1,295						21,136
PPP						22,124						—						22,124
Consumer and other						17,167						—						17,167
Total						$	495,678					$	1,451,059					$	1,946,737

Asset Quality

We manage the quality of our loans based upon trends at the overall loan portfolio level as well as within each product type. We measure and monitor key factors that include the level and trend of classified, delinquent, non-accrual, and nonperforming assets, collateral coverage, credit scores, and debt service coverage, where applicable. These metrics directly impact our evaluation of the adequacy of our allowance for loan losses.

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Our primary objective is to maintain a high level of asset quality in our loan portfolio. We believe our underwriting practices and policies, established by experienced professionals, appropriately govern the risk profile for our loan portfolio. These policies are continually evaluated and updated as necessary. All loans are assessed and assigned a risk classification at origination based on underlying characteristics of the transaction, such as collateral cash flow, collateral coverage, and borrower strength. We believe that we have a comprehensive methodology to proactively monitor our credit quality after the origination process. Particular emphasis is placed on our commercial portfolio, where risk assessments are reevaluated as a result of reviewing commercial property operating statements and borrower financials. On an ongoing basis, we also monitor payment performance, delinquencies, and tax and property insurance compliance. We design our practices to facilitate the early detection and remediation of problems within our loan portfolio. Assigned risk classifications are an integral part of management's assessment of the adequacy of our allowance for loan losses. We periodically employ the use of an independent consulting firm to evaluate our underwriting and risk assessment process. Like other financial institutions, we are subject to the risk that our loan portfolio will be exposed to increasing pressures from deteriorating borrower credit due to general economic conditions.

Nonperforming Assets

Our nonperforming assets consist of nonperforming loans and foreclosed real estate, if any. Nonperforming loans consist of non-accrual loans and loans contractually past due by 90 days or more and still accruing. Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Accrual of interest on loans is discontinued either when reasonable doubt exists as to the full and timely collection of interest or principal or when a loan becomes contractually past due by 90 days or more with respect to interest or principal. When a loan is placed on non-accrual status, all interest previously accrued, but not collected, is reversed against current period interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.

Troubled Debt Restructurings

We consider a loan to be a TDR when we have granted a concession and the borrower is experiencing financial difficulty. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under our internal underwriting policy. A TDR loan generally is kept on non-accrual status until, among other criteria, the borrower has paid for six consecutive months with no payment defaults, at which time the TDR may be placed back on accrual status.

COVID-19 Deferments

The CARES Act, as amended by the Consolidated Appropriations Act, specified that COVID-19-related loan modifications executed between March 1, 2020 and the earlier of: (i) 60 days after the date of termination of the national emergency declared by the President; and (ii) January 1, 2022, on loans that were current as of December 31, 2019 are not TDRs. Additionally, under guidance from the federal banking agencies, other short-term modifications made on a good faith basis in response to COVID-19 to borrowers that were current prior to any relief are not TDRs under ASC Subtopic 310-40, “Troubled Debt Restructuring by Creditors.” These modifications include short-term modifications (e.g., up to six months) such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. We elected to apply these temporary accounting provisions to loans under payment relief beginning in March 2020. As of June 30, 2022, two borrowing relationships with two loans totaling $0.1 million were in a COVID-19 deferment period, and four loans totaling $12.1 million had been in a COVID-19 deferment period in the first quarter of 2022 but were not in such deferment as of June 30, 2022. None of the loans that received COVID-19 deferments in the second quarter of 2022 had the principal portion deferred to the respective maturity of the loan. We accrue and recognize interest income on loans under payment relief based on the original contractual interest rates. When payments resume at the end of the relief period, the payments will generally be applied to accrued interest due until accrued interest is fully paid.

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SBA 7(a) Payments Made Under the CARES Act

Section 1112 of the CARES Act required the SBA to make payments on new and existing 7(a) loans for up to six months. The Consolidated Appropriations Act amended this section of the CARES Act to extend the payment on 7(a) loans in existence on March 27, 2020, beginning on February 1, 2021, for up to eight or eleven months, depending on the borrower’s industry code, and to require the SBA to make up to three months of payments on new 7(a) loans approved between February 1, 2021 and September 30, 2021. These payments are not deferments but rather full payments of principal and interest that the borrower will not be responsible for in the future. In the first six months of 2022, the SBA made payments under this program on 29 of our SBA 7(a) loans, totaling $0.2 million in principal and interest. As of June 30, 2022, the principal outstanding on loans that received one or more of these payments under the CARES Act was $5.7 million.

SBA Loans

During the three and six months ended June 30, 2022, the Company sold 41 and 91 SBA 7(a) loans, respectively, with government guaranteed portions totaling $14.0 million and $25.7 million, respectively. The Company received gross proceeds of $14.9 million and $27.5 million, respectively, on the loans sold during the three and six months ended June 30, 2022, resulting in the recognition of net gains on sale of $0.8 million and $1.7 million during the three and six months ended June 30, 2022, respectively. The Company did not sell any PPP loans during 2022.

Non-accrual Loans

The following table provides details of our nonperforming and restructured assets and certain other related information as of the dates presented:

						As of
(dollars in thousands)						June 30, 2022						December 31, 2021
Non-accrual loans:
Real estate:
Commercial						$	114					$	122
Residential						176						178
Commercial:
Secured						152						288
Total non-accrual loans						442						588
Loans past due 90 days or more and still accruing:
Total loans past due and still accruing						—						—
Total nonperforming loans						442						588
Real estate owned						—						—
Total nonperforming assets						$	442					$	588
COVID-19 deferments						$	81					$	12,156
Performing TDRs (not included above)						$	—					$	—
Allowance for loan losses to period end nonperforming loans						5,834.88		%				3,954.30		%
Nonperforming loans to loans held for investment1						0.02		%				0.03		%
Nonperforming assets to total assets						0.02		%				0.02		%
Nonperforming loans plus performing TDRs to loans held for investment1						0.02		%				0.03		%
COVID-19 deferments to loans held for investment1						—		%				0.63		%

1Loans held for investment are equivalent to total loans outstanding at period end.

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The ratio of nonperforming loans to loans held for investment decreased from 0.03% as of December 31, 2021 to 0.02% as of June 30, 2022, primarily due to a decrease in nonperforming commercial secured loans and overall loan growth period-over-period.

The ratio of the allowance for loan losses to nonperforming loans increased from 3,954.30% as of December 31, 2021 to 5,834.88% as of June 30, 2022. The increase was primarily due to an increase in the allowance for loan losses from December 31, 2021 to June 30, 2022 related to increased reserves based on loan growth and economic conditions during the six months ended June 30, 2022, combined with a decrease in commercial secured non-accrual loans from December 31, 2021 to June 30, 2022.

Potential Problem Loans

We utilize a risk grading system for our loans to aid us in evaluating the overall credit quality of our real estate loan portfolio and assessing the adequacy of our allowance for loan losses. All loans are grouped into a risk category at the time of origination. Commercial real estate loans over $1.0 million are reevaluated at least annually for proper classification in conjunction with our review of property and borrower financial information. All loans are reevaluated for proper risk grading as new information such as payment patterns, collateral condition, and other relevant information comes to our attention.

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The banking industry defines loans graded substandard or doubtful as “classified” loans. The following table shows our levels of classified loans as of the periods indicated:

(dollars in thousands)						Pass						Watch						Substandard						Doubtful						Total
June 30, 2022
Real estate:
Commercial						$	2,020,665					$	15,006					$	888					$	—					$	2,036,559
Commercial land and development						9,439						—						—						—						9,439
Commercial construction						64,504						5,900						—						—						70,404
Residential construction						7,075						—						—						—						7,075
Residential						26,070						—						176						—						26,246
Farmland						50,434						—						—						—						50,434
Commercial:
Secured						135,071						932						152						—						136,155
Unsecured						24,262						—						—						—						24,262
PPP						—						—						—						—						—
Consumer						21,674						—						27						—						21,701
Total						$	2,359,194					$	21,838					$	1,243					$	—					$	2,382,275
December 31, 2021
Real estate:
Commercial						$	1,575,006					$	1,970					$	9,256					$	—					$	1,586,232
Commercial land and development						7,376						—						—						—						7,376
Commercial construction						48,288						5,926						—						—						54,214
Residential construction						7,388						—						—						—						7,388
Residential						28,384						—						178						—						28,562
Farmland						54,805						—						—						—						54,805
Commercial:
Secured						135,131						751						1,180						—						137,062
Unsecured						21,136						—						—						—						21,136
PPP						22,124						—						—						—						22,124
Consumer						17,167						—						—						—						17,167
Total						$	1,916,805					$	8,647					$	10,614					$	—					$	1,936,066

Loans designated as watch and substandard, which are not considered adversely classified, increased to $23.1 million at June 30, 2022 from $19.3 million at December 31, 2021. Loans designated as watch increased while loans designated substandard decreased period-over-period, resulting in a decrease in the reserve overall since substandard loan designations are less favorable than watch designations, and therefore result in more significant reserves. There were no loans with doubtful risk grades at June 30, 2022 or December 31, 2021.

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses charged to operations. Loans are charged against the allowance for loan losses when management believes that the collectability of the principal is unlikely. Subsequent recoveries of previously charged-off amounts, if any, are credited to the allowance for loan losses.

The allowance for loan losses is evaluated on a regular basis by management and is based on management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and

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prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

While the entire allowance for loan losses is available to absorb losses from any and all loans, the following table represents management’s allocation of our allowance for loan losses by loan category, and the percentage of the allowance for loan losses in each category, for the periods indicated.

At June 30, 2022, the Company’s allowance for loan losses was $25.8 million, as compared to $23.2 million at December 31, 2021. The $2.6 million increase is due to a $3.2 million provision for loan losses recorded for the six months ended June 30, 2022, partially offset by net charge-offs of $0.7 million during the first six months of 2022.

The following table is a summary of the allowance for loan losses by loan class as of the periods indicated:

						June 30, 2022												December 31, 2021
(dollars in thousands)						Dollars						% of Total						Dollars						% of Total
Collectively evaluated for impairment:
Real estate:
Commercial						$	16,621					64.46		%				$	12,869					55.37		%
Commercial land and development						68						0.26		%				50						0.22		%
Commercial construction						508						1.97		%				371						1.60		%
Residential construction						51						0.20		%				50						0.22		%
Residential						188						0.73		%				192						0.83		%
Farmland						616						2.39		%				645						2.78		%
Commercial:
Secured						6,132						23.78		%				6,687						28.77		%
Unsecured						265						1.03		%				207						0.89		%
PPP						—						—		%				—						—		%
Consumer and other						537						2.08		%				889						3.82		%
Unallocated						648						2.51		%				1,111						4.78		%
						25,634						99.41		%				23,071						99.28		%
Individually evaluated for impairment						152						0.59		%				172						0.72		%
Total allowance for loan losses						$	25,786					100.00		%				$	23,243					100.00		%

The ratio of allowance for loan losses to total loans held for investment was 1.08% at June 30, 2022, compared to 1.20% at December 31, 2021. Excluding PPP loans, the ratios of the allowance for loan losses to total loans held for investment were 1.08% and 1.22% at June 30, 2022 and December 31, 2021, respectively. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure. Non-accrual loans totaled $0.4 million, or 0.02% of total loans held for investment, at June 30, 2022, decreasing from $0.6 million, or 0.03% of total loans held for investment, at December 31, 2021.

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The following table provides information on the activity within the allowance for loan losses as of and for the periods indicated:

						As of and for the three months ended
						June 30, 2022												June 30, 2021
(dollars in thousands)						Activity						% of Average Loans Held for Investment						Activity						% of Average Loans Held for Investment
Average loans held for investment						$	2,217,426											$	1,575,243
Allowance for loan losses (beginning of period)						$	23,904											$	22,271
Net (charge-offs) recoveries:
Real estate:
Commercial						—						—		%				—						—		%
Commercial land and development						—						—		%				—						—		%
Commercial construction						—						—		%				—						—		%
Residential construction						—						—		%				—						—		%
Residential						—						—		%				—						—		%
Farmland						—						—		%				—						—		%
Commercial:
Secured						(233)						(0.01)		%				(136)						(0.01)		%
Unsecured						—						—		%				—						—		%
PPP						(21)						—		%				—						—		%
Consumer and other						(114)						(0.01)		%				18						—		%
Net charge-offs						(368)						(0.02)		%				(118)						(0.01)		%
Provision for loan losses						2,250												—
Allowance for loan losses (end of period)						$	25,786											$	22,153
Loans held for investment						$	2,380,511											$	1,585,462
Allowance for loan losses to loans held for investment						1.08		%										1.40		%

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						As of and for the six months ended
						June 30, 2022												June 30, 2021
(dollars in thousands)						Activity						% of Average Loans Held for Investment						Activity						% of Average Loans Held for Investment
Average loans held for investment						$	2,093,891											$	1,549,580
Allowance for loan losses (beginning of period)						$	23,243											$	22,189
Net (charge-offs) recoveries:
Real estate:
Commercial						—						—		%				—						—		%
Commercial land and development						—						—		%				—						—		%
Commercial construction						—						—		%				—						—		%
Residential construction						—						—		%				—						—		%
Residential						—						—		%				—						—		%
Farmland						—						—		%				—						—		%
Commercial:
Secured						(497)						(0.02)		%				(306)						(0.02)		%
Unsecured						—						—		%				—						—		%
PPP						(21)						—		%				—						—		%
Consumer and other						(139)						(0.01)		%				70						—		%
Net charge-offs						(657)						(0.03)		%				(236)						(0.02)		%
Provision for loan losses						3,200												200
Allowance for loan losses (end of period)						$	25,786											$	22,153
Loans held for investment						$	2,380,511											$	1,585,462
Allowance for loan losses to loans held for investment						1.08		%										1.40		%

The allowance for loan losses to loans held for investment decreased from 1.40% as of June 30, 2021 to 1.08% as of June 30, 2022. The decrease was primarily due to a 50.15% increase in loans held for investment period-over-period, while the allowance for loan losses increased by only 16.40% period-over-period. Increases in the allowance for loan losses as a result of overall loan growth were partially offset by a reduction in reserves related to loans designated as watch and substandard between June 30, 2021 and June 30, 2022.

Net charge-offs as a percent of average loans held for investment increased from 0.01% to 0.02% for the three months ended June 30, 2021 and June 30, 2022, respectively. The net charge-off rate related to the commercial secured portfolio remained stable at 0.01% for the three months ended June 30, 2021 and 2022, while the net charge-off rate related to the consumer and other portfolio increased to 0.01% period-over-period.

Net charge-offs as a percent of average loans held for investment increased from 0.02% to 0.03% for the six months ended June 30, 2021 and June 30, 2022, respectively. The net charge-off rate related to the commercial secured portfolio remained stable at 0.02% for the six months ended June 30, 2021 and 2022, while the net charge-off rate related to the consumer and other portfolio increased to 0.01% period-over-period.

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Liabilities

During the first six months of 2022, total liabilities increased by $281.2 million from $2.3 billion as of December 31, 2021 to $2.6 billion as of June 30, 2022. This increase was primarily due to an increase in total deposits of $215.4 million, comprised of increases of $103.9 million in non-interest-bearing deposits and $111.5 million in interest-bearing deposits, as well as an increase in FHLB advances of $60.0 million.

Deposits

Representing 96.10% of our total liabilities as of June 30, 2022, deposits are our primary source of funding for our business operations.

Total deposits increased by $215.4 million, or 9.42%, to $2.5 billion at June 30, 2022 from $2.3 billion at December 31, 2021. Deposit increases were primarily attributable to an increase in the number of new relationships, as well as normal fluctuations in some of our larger accounts. Non-interest-bearing deposits increased by $103.9 million from December 31, 2021 to $1.0 billion and represented 40.22% of total deposits at June 30, 2022, compared to 39.46% of total deposits at December 31, 2021. Our loan to deposit ratio was 95.69% at June 30, 2022, as compared to 85.09% at December 31, 2021. We intend to continue to operate our business with a loan to deposit ratio similar to these levels.

The following tables summarize our deposit composition by average deposits and average rates paid for the periods indicated:

						For the three months ended
						June 30, 2022																		June 30, 2021
(dollars in thousands)						Average Amount						Average Rate Paid						% of Total Deposits						Average Amount						Average Rate Paid						% of Total Deposits
Interest-bearing transaction accounts						$	255,665					0.10		%				10.32		%				$	150,732					0.10		%				7.39		%
Money market and savings accounts						1,078,233						0.27		%				43.51		%				1,024,895						0.19		%				50.23		%
Time accounts						174,991						0.55		%				7.06		%				36,741						0.40		%				1.80		%
Demand accounts						969,053						—		%				39.11		%				827,992						—		%				40.58		%
Total deposits						$	2,477,942					0.17		%				100.00		%				$	2,040,360					0.11		%				100.00		%

						For the six months ended
						June 30, 2022																		June 30, 2021
(dollars in thousands)						Average Amount						Average Rate Paid						% of Total Deposits						Average Amount						Average Rate Paid						% of Total Deposits
Interest-bearing transaction accounts						$	265,962					0.10		%				11.05		%				$	152,694					0.10		%				7.80		%
Money market and savings accounts						1,044,854						0.21		%				43.39		%				976,844						0.23		%				49.89		%
Time accounts						151,454						0.43		%				6.29		%				41,430						0.49		%				2.12		%
Demand accounts						945,511						—		%				39.27		%				786,955						—		%				40.19		%
Total deposits						$	2,407,781					0.13		%				100.00		%				$	1,957,923					0.13		%				100.00		%

Uninsured deposits totaled $1.4 billion and $1.3 billion at June 30, 2022 and December 31, 2021, respectively.

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As of June 30, 2022, our 30 largest deposit relationships, each accounting for more than $10.0 million, totaled $966.1 million, or 38.62% of our total deposits. As of December 31, 2021, our 26 largest deposit relationships, each accounting for more than $10.0 million, totaled $912.7 million, or 39.93% of our total deposits. Overall, our large deposit relationships have been relatively consistent over time and have helped to continue to grow our deposit base. Our large deposit relationships are comprised of the following entity types as of the periods indicated:

(dollars in thousands)						June 30, 2022						December 31, 2021
Municipalities						$	476,131					$	424,483
Non-profits						195,963						181,080
Businesses						294,005						307,132
Total						$	966,099					$	912,695

Our largest single deposit relationship relates to a non-profit association that supports hospitals and health systems. The balances for this customer were $175.5 million, or 7.02% of total deposits, at June 30, 2022 and $155.0 million, or 6.78% of total deposits, at December 31, 2021.

The following table sets forth the maturity of time deposits as of June 30, 2022:

(dollars in thousands)						$250,000 or Greater						Less than $250,000						Total						Uninsured Portion
Remaining maturity:
Three months or less						$	180,001					$	4,095					$	184,096					$	178,751
Over three through six months						—						4,751						4,751						—
Over six through twelve months						7,189						6,854						14,043						5,189
Over twelve months						438						678						1,116						188
Total						$	187,628					$	16,378					$	204,006					$	184,128

FHLB Advances and Other Borrowings

From time to time, we utilize short-term collateralized FHLB borrowings to maintain adequate liquidity. There were borrowings of $60.0 million outstanding as of June 30, 2022 and no borrowings outstanding as of December 31, 2021.

In 2017 and 2019, we issued subordinated notes of $25.0 million and $3.8 million, respectively. This debt was issued to investors in private placement transactions. See Note 8, Long Term Debt and Other Borrowings, in the notes to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding these subordinated notes. The proceeds of the notes qualify as Tier 2 capital for the Company under the regulatory capital rules of the federal banking agencies. The following table is a summary of our outstanding subordinated notes as of June 30, 2022:

(dollars in thousands)

Issuance Date

Amount of Notes

Prepayment Right

Maturity Date

Subordinated notes

September 2017

$

25,000

September 28, 2022

September 15, 2027

Fixed at 6.00% through September 15, 2022, then three-month London Inter-bank Offered Rate ("LIBOR") plus 404.4 basis points (6.04% as of June 30, 2022) through maturity

Subordinated notes

November 2019

$

3,750

September 30, 2022

September 15, 2027

Fixed at 5.50% through September 15, 2022, then three-month LIBOR plus 354.4 basis points (5.54% as of June 30, 2022) through maturity

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Shareholders’ Equity

Shareholders’ equity totaled $233.2 million at June 30, 2022 and $235.0 million at December 31, 2021. The decrease in shareholders’ equity was primarily attributable to net income recognized of $19.8 million, offset by a net decline of $12.2 million in other comprehensive income and $10.1 million in cash distributions paid during the six months ended June 30, 2022.

Liquidity and Capital Resources

Liquidity Management

We manage liquidity based upon factors that include the level of diversification of our funding sources, the composition of our deposit types, the availability of unused funding sources, our off-balance sheet obligations, the amount of cash and liquid securities we hold, and the availability of assets to be readily converted into cash without undue loss. As the primary federal regulator of the Bank, the FDIC evaluates the liquidity of the Bank on a stand-alone basis pursuant to applicable guidance and policies.

Liquidity refers to our capacity to meet our cash obligations at a reasonable cost. Our cash obligations require us to have cash flow that is adequate to fund loan growth and maintain on-balance sheet liquidity while meeting present and future obligations of deposit withdrawals, borrowing maturities, and other contractual cash obligations. In managing our cash flows, management regularly confronts situations that can give rise to increased liquidity risk. These include funding mismatches, market constraints in accessing sources of funds, and the ability to convert assets into cash. Changes in economic conditions or exposure to credit, market, operational, legal, or reputational risks could also affect the Bank’s liquidity risk profile and are considered in the assessment of liquidity management.

The Company is a corporation separate and apart from the Bank and, therefore, must provide for its own liquidity, including liquidity required to meet its debt service requirements on its subordinated debt. The Company’s main source of cash flow is dividends declared and paid to it by the Bank. There are statutory and regulatory limitations that affect the ability of the Bank to pay dividends to the Company, including various legal and regulatory provisions that limit the amount of dividends the Bank can pay to the Company without regulatory approval. Under the California Financial Code, payment of a dividend from the Bank to the Company without advance regulatory approval is restricted to the lesser of the Bank’s retained earnings or the amount of the Bank’s net income from the previous three fiscal years less the amount of dividends paid during that period. We believe that these limitations will not impact our ability to meet our ongoing short-term cash obligations. For contingency purposes, the Company maintains a minimum level of cash to fund one year’s projected operating cash flow needs plus two years’ subordinated notes debt service. We continually monitor our liquidity position in order to meet all reasonably foreseeable short-term, long-term, and strategic liquidity demands. Management has established a comprehensive process for identifying, measuring, monitoring, and controlling liquidity risk. Because of its critical importance to the viability of the Bank, liquidity risk management is fully integrated into our risk management processes. Critical elements of our liquidity risk management include effective corporate governance consisting of oversight by the board of directors and active involvement by management; appropriate strategies, policies, procedures, and limits used to manage and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems, including stress tests, that are commensurate with the complexity of our business activities; active management of intraday liquidity and collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of highly liquid marketable securities free of legal, regulatory, or operational impediments that can be used to meet liquidity needs in stress situations; comprehensive contingency funding plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of the Bank’s liquidity risk management process.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. Our liquidity requirements are met primarily through our deposits, FHLB advances, and the principal and interest payments we receive on loans and investment securities. Cash on hand, cash at third-party banks, investments available-for-sale, and maturing or prepaying balances in our investment and loan portfolios are our most liquid assets. Other sources of liquidity that are routinely available to us include funds from retail and wholesale deposits, advances from the FHLB, and proceeds from sale of loans. Less commonly used sources of funding include borrowings from the Federal Reserve Bank of San Francisco discount window, draws on established federal funds lines from unaffiliated commercial banks, and the issuance of debt or equity securities. We believe we have ample liquidity resources to fund future growth and meet other cash needs as necessary.

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Sources and Uses of Cash

Our executive officers and board of directors review our sources and potential uses of cash in connection with our annual budgeting process. Generally speaking, our principal funding source is cash from gathering of deposits, and our principal uses of cash include funding of loans, operating expenses, income taxes, and dividend payments, as described below. In 2021, we also had significant cash inflows as a result of our IPO. As of June 30, 2022, management believes the above-mentioned sources will provide adequate liquidity during the next twelve months for the Bank to meet its operating needs.

IPO

On May 7, 2021, we completed our IPO at a price of $20.00 per share. We raised approximately $111.2 million in net proceeds after deducting underwriting discounts and commissions of approximately $8.5 million and certain estimated offering expenses payable by us of approximately of $1.3 million. The net proceeds less $2.1 million in other related expenses, including audit fees, legal fees, listing fees, and other expenses totaled $109.1 million.

Loans

Loans are a significant use of cash in daily operations, and a source of cash as customers make payments on their loans or as loans are sold to other financial institutions. Cash flows from loans are affected by the timing and amount of customer payments and prepayments, changes in interest rates, the general economic environment, competition, and the political environment.

During the six months ended June 30, 2022, we had cash outflows of $436.2 million in loan originations and advances, net of principal collected, and $37.0 million in loans originated for sale.

Additionally, we enter into commitments to extend credit in the ordinary course of business, such as commitments to fund new loans and undisbursed construction funds. While these commitments represent contractual cash requirements, a portion of these commitments to extend credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. At June 30, 2022, total off-balance sheet commitments totaled $280.0 million. We expect to fund these commitments to the extent utilized primarily through the repayment of existing loans, deposit growth, and liquid assets.

Deposits

Deposits are our primary source of funding for our business operations, and the cost of deposits has a significant impact on our net interest income and net interest margin.

Our deposits are primarily made up of money market and non-interest-bearing demand deposits. Aside from commercial and business clients, a significant portion of our deposits are from municipalities and non-profit organizations. Cash flows from deposits are impacted by the timing and amount of customer deposits, changes in market rates, and collateral availability.

During the six months ended June 30, 2022, we had significant cash inflows related to an increase in deposits of $215.4 million, primarily as a result of an increase in the number of new relationships and fluctuations in existing accounts.

Over the next twelve months, approximately $202.9 million of time deposits are expected to mature. As these time deposits mature, some of these deposits may not renew due to the competition in the Bank’s marketplace. However, based on our historical runoff experience, we expect the outflow will not be significant and can be replenished through our organic growth in deposits. We believe our emphasis on local deposits, combined with our liquid investment portfolio, provides a stable funding base.

Investment Securities

Our investment securities totaled $126.9 million at June 30, 2022. At June 30, 2022, 52.07% and 29.29% of our investment portfolio consisted of mortgage-backed securities and obligations of states and political subdivisions, respectively. Cash proceeds from mortgage-backed securities result from payments of principal and interest by borrowers. Cash proceeds from obligations of states and political subdivisions occur when these securities are called or mature. Assuming the current prepayment speed and interest rate environment, we expect to receive approximately $4.4 million from our securities for the remainder of 2022. In future periods, we expect to maintain approximately the same level of cash flows from our securities. Depending on market yield and our liquidity, we may purchase securities as a use of cash in our interest-earning asset portfolio.

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During the six months ended June 30, 2022, we had cash proceeds from sales, maturities, calls, and prepayments of securities of $10.6 million, offset by cash outflows of $1.6 million related to investment securities purchased. Additionally, at June 30, 2022, securities available-for-sale totaled $122.4 million, of which $21.7 million have been pledged as collateral for borrowings and other commitments.

Future Contractual Obligations

Our estimated future obligations as of June 30, 2022 include both current and long-term obligations. Under our operating leases as discussed in Note 7, Leases, in the notes to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q, we have a current obligation of $0.5 million and a long-term obligation of $4.5 million. We also have a current obligation of $188.8 million and a long-term obligation of $15.2 million related to time deposits, as discussed in Note 6, Interest-Bearing Deposits, in the notes to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. We have subordinated notes of $28.4 million, all of which are long-term obligations. Finally, we have one significant contract for core processing services. While the actual obligation is unknown and dependent on certain factors, including volume and activity, when using our 2021 average monthly expense extrapolated over the remaining life of the contract, we estimate that our current obligation under this contract is $1.1 million and our long-term obligation is zero until the contract is renewed.

FHLB Financing

The Bank is a shareholder of the FHLB, which enables the Bank to have access to lower-cost FHLB financing when necessary. At June 30, 2022, the Bank had outstanding borrowings of $60.0 million and a total financing availability of $280.0 million, net of letters of credit issued of $545.5 million.

Dividends

A use of liquidity for the Company is shareholder dividends. The Company paid dividends to its shareholders totaling $2.6 million during the three months ended June 30, 2022, and $10.1 million during the six months ended June 30, 2022, including a cash distribution in the amount of $4.9 million paid on March 17, 2022 to shareholders of record as of May 3, 2021, for the Company's final accumulated adjustments account payout, which is described in further detail in the Company’s Proxy Statement filed with the SEC and mailed to shareholders on April 6, 2022.

We expect to continue our current practice of paying quarterly cash dividends with respect to our common stock subject to our board of directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. We believe our quarterly dividend rate per share, as approved by our board of directors, enables us to balance our multiple objectives of managing our business and returning a portion of our earnings to our shareholders. Assuming continued payment during 2022 at a rate of $0.15 per share, which is the rate of each of our last four quarterly dividend payments, our average total dividend paid each quarter would be approximately $2.6 million based on the number of current outstanding shares if there are no increases or decreases in the number of shares, and given that unvested RSAs share equally in dividends with outstanding common stock.

Impact of Inflation

Our unaudited consolidated financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike most industrial companies, nearly all of our assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services.

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Historical Information

The following table summarizes our consolidated cash flow activities:

						Six months ended June 30,
(dollars in thousands)						2022						2021						$ Change
Net cash provided by operating activities						$	11,332					$	21,769					$	(10,437)
Net cash used in investing activities						(431,197)						(122,410)						(308,787)
Net cash provided by financing activities						265,294						346,752						(81,458)

Operating Activities

Net cash provided by operating activities decreased by $10.4 million for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, primarily due to increases in loans originated for sale and deferred taxes, partially offset by an increase in proceeds from sale of loans and the provision for loan losses. Various other, less material items made up the remainder of the change. Cash provided by operating activities is subject to variability period-over-period as a result of timing differences, including with respect to the collection of receivables and payments of interest expense, accounts payable, and bonuses.

Investing Activities

Net cash used in investing activities increased by $308.8 million for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, primarily due to an increase in loan originations, net of repayments, and a decrease in proceeds from the sale of securities available-for-sale, partially offset by a decrease in purchases of securities available-for-sale.

Financing Activities

Net cash provided by financing activities decreased by $81.5 million for the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, primarily from proceeds from issuance of stock during our IPO that occurred during the six months ended June 30, 2021, but did not recur during the six months ended June 30, 2022.

Capital Adequacy

We manage our capital by tracking our level and quality of capital with consideration given to our overall financial condition, our asset quality, our level of allowance for loan losses, our geographic and industry concentrations, and other risk factors on our balance sheet, including interest rate sensitivity.

Bancorp and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements as set forth in the following tables can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material effect on our unaudited consolidated financial statements. As a bank holding company with less than $3.0 billion in total consolidated assets and that meets certain other criteria, we currently operate under the Small Bank Holding Company Policy Statement and, accordingly, are exempt from the Board of Governors of the Federal Reserve System’s generally applicable risk-based capital ratio and leverage ratio requirements. The Bank is subject to minimum risk-based and leverage capital requirements under federal regulations implementing the Basel III framework, and to regulatory thresholds that must be met for an insured depository institution to be classified as “well-capitalized” under the prompt corrective action framework. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance sheet items, as calculated under regulatory accounting practices. Capital amounts for Bancorp and the Bank, and the Bank’s prompt corrective action classification, are also subject to qualitative judgments by the regulators about components of capital, risk weightings, and other factors. As of June 30, 2022, both Bancorp and the Bank were in compliance with all applicable regulatory capital requirements, and the Bank qualified as “well-capitalized” under the prompt corrective action framework.

Management reviews capital ratios on a regular basis to ensure that capital exceeds the prescribed regulatory minimums and is adequate to meet our anticipated future needs. For all periods presented, the Bank’s ratios exceed the regulatory definition of “well-capitalized” under the regulatory framework for prompt corrective action, and Bancorp’s ratios exceed the minimum ratios that would be required for it to be considered a well-capitalized bank holding company.

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The capital adequacy ratios as of June 30, 2022 and December 31, 2021 for Bancorp and the Bank are presented in the following tables. As of June 30, 2022 and December 31, 2021, Bancorp’s Tier 2 capital included subordinated debt, which was not included at the Bank level.

Capital Ratios for Bancorp						Actual Ratio												Required for Capital Adequacy Purposes1												Ratio to be Well- Capitalized under Prompt Corrective Action Provisions
(dollars in thousands)						Amount						Ratio						Amount						Ratio						Amount						Ratio
June 30, 2022
Total capital (to risk-weighted assets)						$	297,999					11.77		%				$	202,548					≥ 8.00		%				N/A						N/A
Tier 1 capital (to risk-weighted assets)						$	243,668					9.62		%				$	151,976					≥ 6.00		%				N/A						N/A
Common equity tier 1 capital (to risk-weighted assets)						$	243,668					9.62		%				$	113,982					≥ 4.50		%				N/A						N/A
Tier 1 leverage						$	243,668					8.81		%				$	110,632					≥ 4.00		%				N/A						N/A
December 31, 2021
Total capital (to risk-weighted assets)						$	285,128					13.98		%				$	163,177					≥ 8.00		%				N/A						N/A
Tier 1 capital (to risk-weighted assets)						$	233,397					11.44		%				$	122,382					≥ 6.00		%				N/A						N/A
Common equity tier 1 capital (to risk-weighted assets)						$	233,397					11.44		%				$	91,787					≥ 4.50		%				N/A						N/A
Tier 1 leverage						$	233,397					9.47		%				$	98,600					≥ 4.00		%				N/A						N/A

Capital Ratios for the Bank						Actual Ratio												Required for Capital Adequacy Purposes												Ratio to be Well- Capitalized under Prompt Corrective Action Provisions
(dollars in thousands)						Amount						Ratio						Amount						Ratio						Amount						Ratio
June 30, 2022
Total capital (to risk-weighted assets)						$	292,350					11.55		%				$	202,494					≥ 8.00		%				$	253,117					≥ 10.00		%
Tier 1 capital (to risk-weighted assets)						$	266,439					10.53		%				$	151,817					≥ 6.00		%				$	202,423					≥ 8.00		%
Common equity tier 1 capital (to risk-weighted assets)						$	266,439					10.53		%				$	113,863					≥ 4.50		%				$	164,468					≥ 6.50		%
Tier 1 leverage						$	266,439					9.64		%				$	110,555					≥ 4.00		%				$	138,194					≥ 5.00		%
December 31, 2021
Total capital (to risk-weighted assets)						$	279,152					13.69		%				$	163,078					≥ 8.00		%				$	203,848					≥ 10.00		%
Tier 1 capital (to risk-weighted assets)						$	255,807					12.55		%				$	122,309					≥ 6.00		%				$	163,078					≥ 8.00		%
Common equity tier 1 capital (to risk-weighted assets)						$	255,807					12.55		%				$	91,731					≥ 4.50		%				$	132,501					≥ 6.50		%
Tier 1 leverage						$	255,807					10.38		%				$	98,555					≥ 4.00		%				$	123,193					≥ 5.00		%

1Presented as if Bancorp were subject to Basel III capital requirements. The Company operates under the Small Bank Holding Company Policy Statement and therefore is not currently subject to generally applicable capital adequacy requirements.

Non-GAAP Financial Measures

Some of the financial measures discussed herein are non-GAAP financial measures. In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded,

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as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated statements of income, balance sheets, statements of shareholders’ equity, or statements of cash flows.

Tangible shareholders’ equity to tangible assets is defined as total equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. We had no goodwill or other intangible assets at the end of any period indicated. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets at the end of each of the periods indicated.

Allowance for loan losses to total loans held for investment, excluding PPP loans, is defined as allowance for loan losses, divided by total loans held for investment less PPP loans. The most directly comparable GAAP financial measure is allowance for loan losses to total loans held for investment. 

Average loans held for investment and sale, excluding PPP loans, is defined as the daily average loans held for investment and sale, excluding the daily average PPP loans, and includes both performing and nonperforming loans. The most directly comparable GAAP measure is average loans held for investment and sale.

Average loan yield, excluding PPP loans, is defined as the daily average loan yield, excluding PPP loans, and includes both performing and nonperforming loans. The most directly comparable GAAP financial measure is average loan yield. 

We believe that these non-GAAP financial measures provide useful information to management and investors that is supplementary to our financial condition, results of operations, and cash flows computed in accordance with GAAP. However, we acknowledge that our non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other banking companies use. Other banking companies may use names similar to those we use for the non-GAAP financial measures we disclose but may calculate them differently. You should understand how we and other companies each calculate our non-GAAP financial measures when making comparisons.

The following reconciliation table provides a more detailed analysis of these non-GAAP financial measures, along with their most directly comparable financial measures calculated in accordance with GAAP.

Allowance for loan losses to total loans held for investment, excluding PPP loans (dollars in thousands)						June 30, 2022						December 31, 2021
Allowance for loan losses (numerator)						$	25,786					$	23,243
Total loans held for investment						2,380,511						1,934,460
Less: PPP loans						—						22,124
Total loans held for investment, excluding PPP loans (denominator)						$	2,380,511					$	1,912,336
Allowance for loan losses to total loans held for investment, excluding PPP loans						1.08		%				1.22		%

						For the three months ended												For the six months ended
Average loans held for investment and sale, excluding PPP loans (dollars in thousands)						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Average loans held for investment and sale						$	2,227,215					$	1,578,438					$	2,102,382					$	1,552,364
Less: average PPP loans						427						158,568						4,641						167,362
Average loans held for investment and sale, excluding PPP loans						$	2,226,788					$	1,419,870					$	2,097,741					$	1,385,002

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						For the three months ended												For the six months ended
Average loan yield, excluding PPP loans (dollars in thousands)						June 30, 2022						June 30, 2021						June 30, 2022						June 30, 2021
Interest and fee income on loans						$	24,841					$	18,626					$	46,932					$	37,239
Less: interest and fee income on PPP loans						25						1,771						635						4,172
Interest and fee income on loans, excluding PPP loans						24,816						16,855						46,297						33,067
Annualized interest and fee income on loans, excluding PPP loans (numerator)						$	99,537					$	67,605					$	93,361					$	66,682
Average loans held for investment and sale						$	2,227,215					$	1,578,438					$	2,102,382					$	1,552,364
Less: average PPP loans						427						158,568						4,641						167,362
Average loans held for investment and sale, excluding PPP loans (denominator)						$	2,226,788					$	1,419,870					$	2,097,741					$	1,385,002
Average loan yield, excluding PPP loans						4.47		%				4.76		%				4.45		%				4.81		%

Recent Legislative and Regulatory Developments

On June 21, 2022, the FDIC issued a proposed rule to increase initial base deposit insurance assessment rates for insured depository institutions by two basis points, beginning with the first quarterly assessment period of 2023. The proposed assessment rate schedules would remain in effect unless and until the reserve ratio of the Deposit Insurance Fund meets or exceeds two percent. If the proposed rule is finalized as proposed, the FDIC insurance costs of insured depository institutions, including the Bank, would generally increase.

On May 5, 2022, the federal banking agencies issued a proposed rule that would substantially revise how they evaluate an insured depository institution’s record of satisfying the credit needs of its entire community, including low- and moderate-income individuals and neighborhoods, under the Community Reinvestment Act. Management is evaluating the potential impact of the proposed rule on the Bank.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable for a smaller reporting company.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness as of June 30, 2022 of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the fiscal quarter covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2022 that has materially affected, or is reasonably likely to materially affect, such controls.

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PART II OTHER INFORMATION

ITEM 1. Legal Proceedings

From time to time, we are a party to various litigation matters incidental to the conduct of our business. We do not believe that any currently pending legal proceedings will have a material adverse effect on our business, financial condition, or results of operations.

ITEM 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed under Item 1A of the Company’s Annual report on Form 10-K for the year ended December 31, 2021, previously filed with the SEC.

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

(a)Unregistered Sales of Equity Securities

None.

(b)Use of Proceeds

Not applicable.

(c)Issuer Purchases of Equity Securities

None.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

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ITEM 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by references to filings previously made with the SEC.

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

3.1

Amended and Restated Articles of Incorporation of Five Star Bancorp

10-Q

001-40379

3.1

June 17, 2021

3.2

Amended and Restated Bylaws of Five Star Bancorp

Filed

4.1

Form of Common Stock Certificate of Five Star Bancorp

S-1

333-255143

4.1

April 26, 2021

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filed

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002

Filed

101

Inline XBRL Interactive Data

Filed

104

Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101)

Filed

*Management contract or compensatory plan, contract, or arrangement.

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SIGNATURES

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

									Five Star Bancorp
									(registrant)
			August 11, 2022						/s/ James Beckwith
			Date						James Beckwith
									President &
									Chief Executive Officer
									(Principal Executive Officer)
			August 11, 2022						/s/ Heather Luck
			Date						Heather Luck
									Senior Vice President &
									Chief Financial Officer
									(Principal Financial Officer)

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