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8-K - 8-K - PACIFIC MERCANTILE BANCORPpmbc-2014q38k.htm
Exhibit 99.1

949 South Coast Drive, Third Floor
Costa Mesa, CA 92626
 
FOR IMMEDIATE RELEASE
Member FDIC
 
 
For more information contact
Equal Housing Lender
Curt Christianssen, Interim CFO, 714-438-2500
Robert Sjogren, Chief Operating Officer , 714-438-2500
Pacific Mercantile Bancorp Reports Third Quarter and Year to Date 2014 Operating Results
Third Quarter Highlights
4th consecutive quarter of growth in commercial loans
Core deposits increased 19% from the prior quarter
Net interest margin increased 21 basis points from the prior quarter
Exit from residential mortgage business completed
All remaining OREO at the Bank sold for a gain
Consolidated OREO reduction of 78% from the prior quarter; remaining exposure isolated to PMAR
COSTA MESA, Calif., October 24, 2014 (Globenewswire) - Pacific Mercantile Bancorp (NASDAQ: PMBC) the holding company of Pacific Mercantile Bank (the “Bank”), a wholly owned banking subsidiary, and PM Asset Resolution, Inc. (“PMAR”), a non-bank subsidiary, today reported its financial results for the three months ended September 30, 2014.
For the third quarter of 2014, the Company reported a net loss of $385 thousand, or $(0.02) per share. This compares with net income of $4 thousand, or $0.00 per share, in the second quarter of 2014, and a net loss of $1.1 million, or $(0.06) per share, in the third quarter of 2013. The decline in earnings as compared to the second quarter of 2014 is primarily attributable to a loss on the sale of real properties acquired by or in lieu of loan foreclosures (commonly referred to as other real estate owned or “OREO”) and a loss from discontinued operations related to the final wind down of our mortgage banking business, partially offset by a decrease in the provision for loan and lease losses and an increase in interest income.
For the nine months ended September 30, 2014, the Company reported net income of $70 thousand, or $0.00 per share. This compares with a net loss of $7.4 million, or $(0.41) per share, for the nine months ended September 30, 2013.
Commenting on the results, Steve Buster, President & CEO of Pacific Mercantile Bancorp, said, “We continued to see positive trends in our core banking operations with solid balance sheet growth, an increase in our net interest margin, and continued strong capital and liquidity positions. Our transition to a relationship-oriented commercial banking model is progressing well and we are steadily attracting new commercial customers to the Bank, as evidenced by a 5% increase in commercial loans, a 3% increase in owner-occupied commercial real estate loans, and a 19% increase in core deposits from the prior quarter. We have a strong pipeline of business development opportunities, which should help us drive steady improvement in our level of profitability going forward.”
In closing, Mr. Buster noted, “As we are nearing the conclusion of our balance sheet cleansing process, it should be noted that the ratio of classified assets to capital has declined from a high of 43.2% as of year-end 2013 to 36.1% as of September 30, 2014.”





Results of Operations
The following table shows our operating results for the three and nine months ended September 30, 2014, as compared to the three months ended June 30, 2014 and the three and nine months ended September 30, 2013. The discussion below highlights the key factors contributing to the changes shown on the following table.
 
Three Months Ended
 
Nine Months Ended September 30,
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
2014
 
2013
 
($ in thousands)
Total interest income
$
9,664

 
$
9,134

 
$
8,877

 
$
28,085

 
$
26,359

Total interest expense
1,353

 
1,508

 
1,190

 
4,305

 
4,137

Net interest income
8,311

 
7,626

 
7,687

 
23,780

 
22,222

Provision for loan and lease losses
450

 
600

 

 
1,500

 
1,150

Total noninterest income
768

 
1,209

 
502

 
3,271

 
621

Total noninterest expense
8,943

 
9,003

 
8,285

 
27,366

 
28,234

Income tax benefit

 

 

 

 
(1,490
)
Net loss from continuing operations
(314
)
 
(768
)
 
(96
)
 
(1,815
)
 
(5,051
)
Net income (loss) from discontinued operations
(71
)
 
772

 
(1,005
)
 
1,885

 
(2,361
)
Net income (loss)
$
(385
)
 
$
4

 
$
(1,101
)
 
$
70

 
$
(7,412
)
Net Interest Income
Q3 2014 vs Q2 2014. Net interest income increased $685 thousand, or 9.0%, for the three months ended September 30, 2014 as compared to the three months ended June 30, 2014, primarily as a result of:
An increase in interest income of $530 thousand, or 5.8%, primarily attributable to an increase in interest earned on loans as a result of a higher average loan balance during the three months ended September 30, 2014 as compared to the three months ended June 30, 2014 and a slight increase in the yield on loans; and
A decrease in interest expense of $155 thousand, or 10.3%, due to a decrease in the volume of certificates of deposit, partially offset by an increase in the rates of interest paid on certificates of deposit.
Our net interest margin increased to 3.30% for the three months ended September 30, 2014 from 3.09% for the three months ended June 30, 2014, primarily attributable to an increase in our average yield on interest earning assets to 3.84% for the three months ended September 30, 2014 from 3.70% for the three months ended June 30, 2014. Also contributing to the increase in our net interest margin was a decrease in our cost of funds to 0.77% for the three months ended September 30, 2014 from 0.85% for the three months ended June 30, 2014.
Q3 2014 vs Q3 2013. Net interest income increased $624 thousand, or 8.1%, for the three months ended September 30, 2014 as compared to the three months ended September 30, 2013, primarily as a result of the increase in interest income, partially offset by the increase in interest expenses, as described below:
The increase in interest income of $787 thousand, or 8.9%, was primarily attributable to an increase in interest earned on loans as a result of a higher average loan balance during the three months ended September 30, 2014 as compared to the three months ended September 30, 2013, partially offset by a decrease in the yield on loans; and
The increase in interest expense of $163 thousand, or 13.7%, was due primarily to an increase in the volume of certificates of deposit partially offset by a decrease in the rates of interest paid on certificates of deposit.
YTD 2014 vs YTD 2013. Net interest income increased $1.6 million, or 7.0%, for the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013, primarily as a result of an increase in interest income of $1.7 million, or 6.5%, attributable to an increase in interest earned on loans as a result of a higher average loan balance during the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013.
Provision for Loan and Lease Losses
Q3 2014 vs Q2 2014. The provision for loan and lease losses decreased $150 thousand, or 25.0%, for the three months ended September 30, 2014 as compared to the three months ended June 30, 2014, primarily as a result of a lower level of loan growth in the third quarter of 2014 as compared to the second quarter of 2014. In addition, we had net recoveries of $140 thousand for the three months ended September 30, 2014 compared to net recoveries of $40 thousand for the three months ended June 30, 2014.





Q3 2014 vs Q3 2013. The provision for loan and lease losses increased $450 thousand for the three months ended September 30, 2014 as compared to the three months ended September 30, 2013, primarily as a result of no provision recorded in the three months ended September 30, 2013 despite an increase in loan balances of $17.1 million and net charge-offs of $328 thousand. The quarterly analysis performed when determining the adequacy of the allowance for loan and lease losses (“ALLL”) results in a range of acceptable ALLL values. Based on our analysis, no provision for loan and lease losses was needed during the three months ended September 30, 2013 in order to maintain the ALLL within this range. Taking into account net recoveries of $140 thousand during the three months ended September 30, 2014 and net loan growth of $13.4 million during the same period, our analysis supported a provision for loan and lease losses of $450 thousand during the three months ended September 30, 2014 in order to maintain an ALLL on the higher end of the determined range.
YTD 2014 vs YTD 2013. The provision for loan and lease losses increased $350 thousand, or 30.4%, for the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013, primarily as a result of reserves for increased loan balances of $43.3 million in the first nine months of 2014 partially offset by net recoveries of $312 thousand for the nine months ended September 30, 2014, compared with an increase in loan balances of $15.7 million for the same period last year combined with net charge-offs of $1.2 million during the nine months ended September 30, 2013.
Noninterest Income
Q3 2014 vs Q2 2014. Noninterest income decreased $441 thousand, or 36.5%, for the three months September 30, 2014 as compared to the three months ended June 30, 2014, primarily as a result of:
A $217 thousand, or 45.8%, decrease in net gain on sale of small business administration (“SBA”) loans; and
A net loss of $317 thousand on the sale of OREO for the three months ended September 30, 2014 as compared to no loss for the three months ended June 30, 2014.
Q3 2014 vs Q3 2013. Noninterest income increased by $266 thousand for the three months ended September 30, 2014 as compared to the three months ended September 30, 2013 primarily as a result of:
A $257 thousand increase in net gain on sale of SBA loans;
A $231 thousand increase in income from OREO; and
A net loss of $317 thousand on the sale of OREO for the three months ended September 30, 2014 as compared to a net gain of $13 thousand for the three months ended September 30, 2013.
YTD 2014 vs YTD 2013. Noninterest income increased $2.7 million, or 426.7%, for the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013, primarily as a result of:
An increase of $1.4 million in net gain on sale of SBA loans;
An increase of $571 thousand in income from OREO; and
No sales of loans in the current period as compared to a net loss on the sale of loans of $485 thousand for the nine months ended September 30, 2013; partially offset by
A net loss of $317 thousand on the sale of OREO for the nine months ended September 30, 2014 as compared to a net gain of $4 thousand for the nine months ended September 30, 2013.
Noninterest Expense
Q3 2014 vs Q2 2014. Noninterest expense decreased $60 thousand, or 0.7%, for the three months ended September 30, 2014 as compared to the three months ended June 30, 2014, primarily as a result of:
A decrease of $173 thousand in our legal expenses as a result of a legal recovery related to the settlement of one of our OREO loan relationships in 2014; partially offset by
An increase of $125 thousand in salaries and employee benefits primarily related to a partial refund received in the the three months ended June 30, 2014 for health care insurance costs.

Q3 2014 vs Q3 2013. Noninterest expense increased $658 thousand, or 7.9%, for the three months ended September 30, 2014 as compared to the three months ended September 30, 2013, as a result of:
An increase of $754 thousand in salaries and employee benefits related to the hiring of key employees during 2013 and 2014 and increases in employee benefits; and





An increase of $166 thousand in carrying costs and other expenses incurred in connection with OREO as a result of higher expenses during the third quarter of 2014 due to a write down taken on one OREO property; partially offset by
A decrease of $147 thousand in business development expenses primarily attributable to decreased spending on print marketing costs.

YTD 2014 vs YTD 2013. Noninterest expense decreased $868 thousand, or 3.1%, for the nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013, primarily as a result of:
A decrease of $1.7 million in OREO expenses attributable to the reduction in OREO properties during the previous 12-month period;
A decrease of $1.1 million in professional fees related to decreased legal expenses due to the resolution of certain lawsuits and other disputes and a decline in legal costs related to nonperforming loans;
A decrease of $645 thousand in other operating expenses primarily as a result of a decrease in fees paid to directors for their service on our board of directors; and
A decrease of $494 thousand in our FDIC expense as a result of lower insurance required based upon improvement in the Bank's, financial condition; partially offset by
An increase of $2.3 million in salaries and employee benefits related to the hiring of key employees during 2013 and 2014 and increases in employee benefits; and
An increase of $738 thousand in our provision for contingencies as a result of settlements of legal disputes during the nine months ended September 30, 2014 as compared to recoveries during the same period of 2013.
Income tax provision (benefit)
For each of the three months ended September 30, 2014, June 30, 2014 and September 30, 2013, we recorded no income tax provision. We had no income tax provision for the third quarter of 2014 as a result of a pre-tax loss of $314 thousand. We recorded no income tax provision in the second quarter of 2014 as a result of the utilization of a net operating loss (“NOL”) credit against our taxable income in the current year. We had no income tax provision for the third quarter of 2013 as we had a pre-tax loss of $96 thousand.
We had no income tax provision for the nine months ended September 30, 2014 as a result of the utilization of the NOL credit against our taxable income in the current year. The tax benefit of $1.5 million for the nine months ended September 30, 2013 was primarily related to the release of the remainder of a valuation allowance in the first quarter of 2013, which we had established against our deferred tax assets by means of non-cash charges to the provision for income taxes prior to 2013.
Discontinued operations
For the three months ended September 30, 2014, we had a net loss related to our discontinued operations of $71 thousand and for the three months ended June 30, 2014, we had net income related to our discontinued operations of $772 thousand, as compared to a net loss from discontinued operations of $1.0 million for the three months ended September 30, 2013. The net loss from discontinued operations for the three months ended September 30, 2014 was primarily attributable to the final write down of any outstanding items in discontinued operations during the quarter. The net income from discontinued operations for the three months ended June 30, 2014 was primarily attributable to a partial reversal of our repurchase reserve as a result of our sale of the mortgage servicing rights in April 2014. The net loss from discontinued operations for the three months ended September 30, 2013 primarily related to higher expenses than incoming revenues related to the mortgage banking division.
For the nine months ended September 30, 2014, we had net income related to our discontinued operations of $1.9 million as compared to a net loss of $2.4 million for the nine months ended September 30, 2013. The net income from discontinued operations for the nine months ended September 30, 2014 was attributable to the gain on the sale of the mortgage servicing rights in connection with the closure of our mortgage banking business, and the partial reversal of our repurchase reserve as a result of our sale of the mortgage servicing rights. The net loss from discontinued operations for the nine months ended September 30, 2013 primarily related to higher expenses than incoming revenues related to our former mortgage banking business.
Balance Sheet Information
Loans
As indicated in the table below, at September 30, 2014 gross loans totaled approximately $820.1 million, which represented an increase of $13.4 million, or 1.7%, from gross loans outstanding at June 30, 2014, and an increase of $43.3 million, or 5.6%, from the gross loans outstanding at December 31, 2013. The following table sets forth the composition, by loan category, of our loan portfolio at September 30, 2014, June 30, 2014 and December 31, 2013.





 
September 30, 2014
 
June 30, 2014
 
December 31, 2013
 
Amount
 
Percent of Total Loans
 
Amount
 
Percent of Total Loans
 
Amount
 
Percent of Total Loans
 
($ in thousands)
Commercial loans
264,898

 
32.3
%
 
253,442

 
31.4
%
 
226,450

 
29.2
%
Commercial real estate loans - owner occupied
197,145

 
24.0
%
 
191,143

 
23.7
%
 
174,221

 
22.4
%
Commercial real estate loans - all other
178,297

 
21.7
%
 
178,562

 
22.1
%
 
177,884

 
22.9
%
Residential mortgage loans - multi-family
93,579

 
11.4
%
 
94,405

 
11.7
%
 
96,565

 
12.4
%
Residential mortgage loans - single family
67,463

 
8.2
%
 
72,919

 
9.0
%
 
75,660

 
9.7
%
Land development loans
12,555

 
1.5
%
 
9,966

 
1.2
%
 
18,458

 
2.4
%
Consumer loans
6,156

 
0.8
%
 
6,210

 
0.8
%
 
7,599

 
1.0
%
Gross loans
820,093

 
100.0
%
 
806,647

 
100.0
%
 
776,837

 
100.0
%
Deposits
 
September 30, 2014
 
June 30, 2014
 
December 31, 2013
Type of Deposit
($ in thousands)
Noninterest-bearing checking accounts
$
206,915

 
$
193,499

 
$
203,942

Interest-bearing checking accounts
39,666

 
34,007

 
50,248

Money market and savings deposits
191,589

 
141,937

 
147,366

Certificates of deposit
444,229

 
449,851

 
378,669

Totals
$
882,399

 
$
819,294

 
$
780,225

The increase in our total deposits from June 30, 2014 to September 30, 2014 is primarily attributable to an increase of $49.7 million in money market and savings deposits and an increase of $19.1 million in demand deposits. As a result, our lower priced core deposits increased to 50%, and higher priced time deposits decreased to 50%, of total deposits at September 30, 2014, as compared to 45% and 55% of total deposits, respectively, at June 30, 2014.
The increase in certificates of deposit from December 31, 2013 to September 30, 2014 was primarily the result of our decision to increase our deposit base and improve our loan-to-deposit ratio. Due primarily to that decision and the resulting increase in certificates of deposit, lower priced core deposits decreased to 50%, and higher priced time deposits increased to 50%, of total deposits at September 30, 2014, as compared to 51% and 49%, respectively, at December 31, 2013.
Asset Quality
Nonperforming Assets
 
2014
 
2013
September 30
 
June 30
 
March 31
 
December 31
 
September 30
 
($ in thousands)
Total non-performing loans
$
24,694

 
$
11,645

 
$
8,036

 
$
11,526

 
$
11,854

Other real estate owned
3,461

 
16,072

 
15,784

 
12,292

 
15,787

Other non-performing assets

 

 
1,619

 
1,312

 
781

Total non-performing assets
$
28,155

 
$
27,717

 
$
25,439

 
$
25,130

 
$
28,422

90-day past due loans
$
3,028

 
$
4,309

 
$
2,383

 
$
4,309

 
$
3,519

Total classified assets
$
50,807

 
$
57,313

 
$
64,907

 
$
59,537

 
$
58,185

Allowance for loan and lease losses
$
13,170

 
$
11,358

 
$
11,940

 
$
11,358

 
$
10,795

Allowance for loan and lease losses /gross loans (excluding loans held for sale)
1.61
 %
 
1.56
 %
 
1.53
 %
 
1.46
%
 
1.45
%
Allowance for loan and lease losses /total assets
1.23
 %
 
1.24
 %
 
1.13
 %
 
1.14
%
 
1.16
%
Ratio of allowance for loan and lease losses to nonperforming loans
53.33
 %
 
108.03
 %
 
148.58
 %
 
98.54
%
 
91.07
%
Ratio of nonperforming assets to total assets
2.63
 %
 
2.74
 %
 
2.41
 %
 
2.52
%
 
3.06
%
Net quarterly charge-offs to gross loans
(0.02
)%
 
 %
 
(0.02
)%
 
0.36
%
 
0.04
%





Nonperforming assets at September 30, 2014 increased $438 thousand from June 30, 2014 as a result of a $13.0 million increase in non-performing loans, partially offset by a decrease of $12.6 million in OREO in the third quarter of 2014. Non-performing loans increased to $24.7 million at September 30, 2014 from $11.6 million at June 30, 2014, which was primarily attributable to a $12.3 million loan relationship moved to non-accrual status. OREO decreased to $3.5 million at September 30, 2014 from $16.1 million at June 30, 2014, which was primarily due to the sale of two OREO properties during the quarter for a total gain of $341 thousand. In addition, $1.9 million of our remaining OREO balance at September 30, 2014, was sold in the beginning of the fourth quarter for which a $658 thousand loss was recognized during the three months ended September 30, 2014. At September 30, 2014, the Bank had no OREO and 100% of the balance was held at the Company's non-bank subsidiary.
Allowance for loan and lease losses
 
2014
 
2013
September 30
 
June 30
 
March 31
 
December 31
 
September 30
 
($ in thousands)
Balance at beginning of quarter
$
12,580

 
$
11,940

 
$
11,358

 
$
10,795

 
$
11,123

Charge offs
(27
)
 
(168
)
 
(210
)
 
(2,982
)
 
(558
)
Recoveries
167

 
208

 
342

 
190

 
230

Provision
450

 
600

 
450

 
3,355

 

Balance at end of quarter
$
13,170

 
$
12,580

 
$
11,940

 
$
11,358

 
$
10,795

At September 30, 2014, the ALLL totaled $13.2 million, which was approximately $590 thousand more than at June 30, 2014 and $2.4 million more than at September 30, 2013. The ALLL activity during the nine months ended September 30, 2014 included net recoveries of $312 thousand, combined with a $450 thousand provision that we made for possible loan and lease losses. The ratio of the ALLL-to-total loans outstanding as of September 30, 2014 was 1.61% as compared to 1.56% and 1.39% as of June 30, 2014 and September 30, 2013, respectively.
Capital Resources
At September 30, 2014, we had total regulatory capital on a consolidated basis of approximately $140.7 million, and the Bank had total regulatory capital of approximately $121.6 million. The ratio of the Bank’s total capital-to-risk weighted assets, which is the principal federal bank regulatory measure of the financial strength of banking institutions, was 14.9% and, as a result, the Bank continued to be classified, under federal bank regulatory guidelines, as a “well-capitalized” banking institution, which is the highest of the capital standards established by federal banking regulatory authorities.
The following table sets forth the regulatory capital and capital ratios of the Company (on a consolidated basis) and the Bank (on a stand-alone basis) at September 30, 2014, as compared to the regulatory requirements that must be met for a banking institution to be rated as a well-capitalized institution.
 
Actual
At September 30, 2014
 
Federal Regulatory Requirement
to be Rated Well-Capitalized
 
Amount
 
Ratio
 
Amount
 
Ratio
 
($ in thousands)
Total Capital to Risk Weighted Assets:
 
 
 
 
 
 
 
Company
$
140,706

 
17.1
%
 
N/A

 
N/A
Bank
121,604

 
14.9
%
 
$
81,519

 
At least 10.0
Tier 1 Capital to Risk Weighted Assets:
 
 
 
 
 
 
 
Company
$
130,383

 
15.9
%
 
N/A

 
N/A
Bank
111,369

 
13.7
%
 
$
48,911

 
At least 6.0
Tier 1 Capital to Average Assets:
 
 
 
 
 
 
 
Company
$
130,383

 
12.7
%
 
N/A

 
N/A
Bank
111,369

 
11.0
%
 
$
50,844

 
At least 5.0





About Pacific Mercantile Bancorp
Pacific Mercantile Bancorp is the parent holding company of Pacific Mercantile Bank, which opened for business March 1, 1999. The Bank, which is an FDIC insured, California state-chartered bank and a member of the Federal Reserve System, provides a wide range of commercial banking services to businesses, business professionals and individual clients through its combination of traditional banking financial centers and comprehensive, sophisticated electronic banking services.
The Bank operates a total of seven financial centers in Southern California, four in Orange County and one each in Los Angeles and San Diego County, and another in San Bernardino County. The four Orange County financial centers are located in the cities of Newport Beach, Costa Mesa, La Habra and San Juan Capistrano. Our Los Angeles County financial center is located in the city of Beverly Hills. Our San Diego County financial center is located in La Jolla and our San Bernardino County financial center is located in the city of Ontario. In addition, the Bank offers comprehensive online banking services accessible at www.pmbank.com.
Forward-Looking Information
This news release contains statements regarding our expectations, beliefs and views about our future financial performance and our business, trends and expectations regarding the markets in which we operate, and our future plans. Those statements, which include the quotation from management, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may”. Forward-looking statements are based on current information available to us and our assumptions about future events over which we do not have control. Moreover, our business and our markets are subject to a number of risks and uncertainties which could cause our actual financial performance in the future, and the future performance of our markets (which can affect both our financial performance and the market prices of our shares), to differ, possibly materially, from our expectations as set forth in the forward-looking statements contained in this news release.
In addition to the risk of incurring loan losses, which is an inherent risk of the banking business, these risks and uncertainties include, but are not limited to, the following: the risk that the economic recovery in the United States, which is still relatively fragile, will be adversely affected by domestic or international economic conditions, which could cause us to incur additional loan losses and adversely affect our results of operations in the future; uncertainties and risks with respect to the effects that our compliance with the written agreement (the “FRBSF Agreement”) with the Federal Reserve Bank of San Francisco (the “FRBSF”) will have on our business and results of operations because, among other things, that Agreement imposes restrictions on our operations and our ability to grow our banking franchise, and the risk of potential future supervisory action against us or the Bank by the FRBSF or if we are unable to meet the requirements of the FRBSF Agreement; the risk that our results of operations in the future will continue to be adversely affected by our exit from the wholesale residential mortgage lending business and the risk that our commercial banking business will not generate the additional revenues needed to fully offset the decline in our mortgage banking revenues within the next two to three years; the risk that our interest margins and, therefore, our net interest income will be adversely affected by changes in prevailing interest rates; the risk that we will not succeed in further reducing our remaining nonperforming assets, in which event we would face the prospect of further loan charge-offs and write-downs of other real estate owned and would continue to incur expenses associated with the management and disposition of those assets; the risk that we will not be able to manage our interest rate risks effectively, in which event our operating results could be harmed; the prospect that government regulation of banking and other financial services organizations will increase, causing our costs of doing business to increase and restricting our ability to take advantage of business and growth opportunities; the risk that our efforts to develop a robust commercial banking platform and a productive SBA lending group may not succeed; and the risk that we may be unable to realize our expected level of increasing deposit inflows. Additional information regarding these and other risks and uncertainties to which our business is subject are contained in our Annual Report on Form 10-K for the year ended December 31, 2013, and our Quarterly Reports on Form 10-Q for the three months ended June 30, 2014 and March 31, 2014, which are on file with the Securities and Exchange Commission (“SEC”). Additional information will be set forth in our Quarterly Report on Form 10-Q for the three months ended September 30, 2014 that we intend to file with the SEC on November 7, 2014, and readers of this report are urged to review the additional information that will be contained in that report and in any subsequent Quarterly Reports on Form 10-Q that we file with the SEC.
Due to these and other risks and uncertainties to which our business is subject, you are cautioned not to place undue reliance on the forward-looking statements contained in this news release, which speak only as of its date, or to make predictions about our future financial performance based solely on our historical financial performance. We disclaim any obligation to update or revise any of the forward-looking statements as a result of new information, future events or otherwise, except as may be required by law.





CONSOLIDATED STATEMENTS OF INCOME
(Dollars and numbers of shares in thousands, except per share data)
(Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
Sept '14 vs Jun '14
% Change
 
Sept '14 vs Sept '13
% Change
 
September 30, 2014
 
September 30, 2013
 
% Change
Total interest income
9,664

 
9,134

 
8,877

 
5.8
 %
 
8.9
 %
 
28,085

 
26,359

 
6.5
 %
Total interest expense
1,353

 
1,508

 
1,190

 
(10.3
)%
 
13.7
 %
 
4,305

 
4,137

 
4.1
 %
Net interest income
8,311

 
7,626

 
7,687

 
9.0
 %
 
8.1
 %
 
23,780

 
22,222

 
7.0
 %
Provision for loan and lease losses
450

 
600

 

 
(25.0
)%
 
100.0
 %
 
1,500

 
1,150

 
30.4
 %
Net interest income after provision for loan losses
7,861

 
7,026

 
7,687

 
11.9
 %
 
2.3
 %
 
22,280

 
21,072

 
5.7
 %
Non-interest income:
 

 
 
 
 

 


 


 
 

 
 

 
 

Service fees on deposits and other banking services
207

 
218

 
206

 
(5.0
)%
 
0.5
 %
 
633

 
598

 
5.9
 %
Net gains on sales of securities available for sale

 

 
21

 
 %
 
(100.0
)%
 

 
44

 
(100.0
)%
Net gain on sale of small business administration loans
257

 
474

 

 
(45.8
)%
 
100.0
 %
 
1,416

 

 
100.0
 %
Net (losses)/gains on OREO
(317
)
 

 
13

 
(100.0
)%
 
(2,538.5
)%
 
(317
)
 
4

 
(8,025.0
)%
Income from other real estate owned
231

 
225

 

 
2.7
 %
 
100.0
 %
 
571

 

 
100.0
 %
Other non-interest income (loss)
390

 
292

 
262

 
33.6
 %
 
48.9
 %
 
968

 
(25
)
 
(3,972.0
)%
Total non-interest income
768

 
1,209

 
502

 
(36.5
)%
 
53.0
 %
 
3,271

 
621

 
426.7
 %
Non-interest expense:
 
 
 
 
 

 


 


 
 

 
 

 
 

Salaries & employee benefits
5,545

 
5,420

 
4,791

 
2.3
 %
 
15.7
 %
 
16,568

 
14,308

 
15.8
 %
Occupancy and equipment
1,043

 
973

 
981

 
7.2
 %
 
6.3
 %
 
2,974

 
2,886

 
3.0
 %
Professional Fees
437

 
490

 
430

 
(10.8
)%
 
1.6
 %
 
1,501

 
2,644

 
(43.2
)%
OREO expenses
554

 
538

 
388

 
3.0
 %
 
42.8
 %
 
1,952

 
3,627

 
(46.2
)%
FDIC Expense
336

 
359

 
391

 
(6.4
)%
 
(14.1
)%
 
989

 
1,483

 
(33.3
)%
Other non-interest expense
1,028

 
1,223

 
1,304

 
(15.9
)%
 
(21.2
)%
 
3,382

 
3,286

 
2.9
 %
Total non-interest expense
8,943

 
9,003

 
8,285

 
(0.7
)%
 
7.9
 %
 
27,366

 
28,234

 
(3.1
)%
Loss from continuing operations before income taxes
(314
)
 
(768
)
 
(96
)
 
(59.1
)%
 
227.1
 %
 
(1,815
)
 
(6,541
)
 
(72.3
)%
Income tax benefit

 

 

 
 %
 
 %
 

 
(1,490
)
 
(100.0
)%
Net loss from continuing operations
(314
)
 
(768
)
 
(96
)
 
(59.1
)%
 
227.1
 %
 
(1,815
)
 
(5,051
)
 
(64.1
)%
Discontinued Operations
 
 
 
 
 
 


 


 
 
 
 
 


(Loss) income from discontinued operations before income taxes
(71
)
 
772

 
(1,005
)
 
(109.2
)%
 
(92.9
)%
 
1,885

 
(2,800
)
 
(167.3
)%
Income tax benefit

 

 

 
 %
 
 %
 

 
(439
)
 
(100.0
)%
Net (loss) income from discontinued operations
(71
)
 
772

 
(1,005
)
 
(109.2
)%
 
(92.9
)%
 
1,885

 
(2,361
)
 
(179.8
)%
Net (loss) income
(385
)
 
4

 
(1,101
)
 
(9,725.0
)%
 
(65.0
)%
 
70

 
(7,412
)
 
(100.9
)%
Accumulated declared dividends on preferred stock

 

 

 
 %
 
 %
 
(592
)
 
(538
)
 
10.0
 %
Accumulated undeclared dividends on preferred stock
(308
)
 
(308
)
 
(274
)
 
 %
 
12.4
 %
 
(320
)
 
(274
)
 
16.8
 %
Net loss allocable to common shareholders
(693
)
 
(304
)
 
(1,375
)
 
128.0
 %
 
(49.6
)%
 
(842
)
 
(8,224
)
 
(89.8
)%
Basic loss per common share:
 
 
 
 
 
 


 


 
 
 
 
 
 

Net loss from continuing operations
$
(0.03
)
 
$
(0.06
)
 
$
(0.02
)
 
(50.0
)%
 
50.0
 %
 
$
(0.14
)
 
$
(0.32
)
 
(56.3
)%
Net loss available to common shareholders
$
(0.04
)
 
$
(0.02
)
 
$
(0.07
)
 
100.0
 %
 
(42.9
)%
 
$
(0.04
)
 
$
(0.45
)
 
(91.1
)%
Diluted loss per common share:
 
 
 
 
 
 


 


 
 
 
 
 
 
Net loss from continuing operations
$
(0.03
)
 
$
(0.06
)
 
$
(0.02
)
 
(50.0
)%
 
50.0
 %
 
$
(0.14
)
 
$
(0.32
)
 
(56.3
)%
Net loss available to common shareholders
$
(0.04
)
 
$
(0.02
)
 
$
(0.07
)
 
100.0
 %
 
(42.9
)%
 
$
(0.04
)
 
$
(0.45
)
 
(91.1
)%
Weighted average number of common shares outstanding:
 
 
 
 
 
 


 


 
 
 
 
 
 
Basic
19,291

 
19,255

 
18,923

 
0.2
 %
 
1.9
 %
 
19,231

 
18,195

 
5.7
 %
Diluted
19,291

 
19,255

 
18,923

 
0.2
 %
 
1.9
 %
 
19,231

 
18,195

 
5.7
 %
Ratios from continuing operations(1):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on average assets
(0.03
)%
 
(0.07
)%
 
(0.01
)%
 
 
 
 
 
(0.18
)%
 
(0.53
)%
 
 
Return on average equity
(0.27
)%
 
(0.67
)%
 
(0.08
)%
 
 
 
 
 
(1.56
)%
 
(4.28
)%
 
 
Efficiency ratio
98.50
 %
 
101.90
 %
 
101.17
 %
 
 
 
 
 
101.16
 %
 
123.60
 %
 


____________________ 
(1)
Ratios and net interest margin for the three months ended September 30, 2014, June 30, 2014 and September 30, 2013, and the nine months ended September 30, 2014 and September 30, 2013 have been annualized.






CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except share and book value data)
(Unaudited)
ASSETS
September 30, 2014
 
December 31, 2013
 
Increase/(Decrease)
 
 
Cash and due from banks
$
10,847

 
$
13,489

 
(19.6
)%
Interest bearing deposits with financial institutions(1)
154,695

 
93,451

 
65.5
 %
Interest bearing time deposits
3,420

 
2,423

 
41.1
 %
Investment securities (including stock)
68,467

 
74,520

 
(8.1
)%
Loans (net of allowances of $13,170 and $11,358, respectively)
806,540

 
765,426

 
5.4
 %
Other real estate owned
3,461

 
12,291

 
(71.8
)%
Net deferred tax assets
6,181

 
7,553

 
(18.2
)%
Assets of discontinued operations

 
12,189

 
(100.0
)%
Other assets
17,310

 
15,241

 
13.6
 %
Total Assets
$
1,070,921

 
$
996,583

 
7.5
 %
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

 
 

Non-interest bearing deposits
$
206,915

 
$
203,942

 
1.5
 %
Interest bearing deposits
 

 
 

 
 

Interest checking
39,666

 
50,248

 
(21.1
)%
Savings/money market
191,589

 
147,366

 
30.0
 %
Certificates of deposit
444,229

 
378,669

 
17.3
 %
Total interest bearing deposits
675,484

 
576,283

 
17.2
 %
Total deposits
882,399

 
780,225

 
13.1
 %
Other borrowings
44,500

 
70,000

 
(36.4
)%
Liabilities of discontinued operations

 
3,313

 
(100.0
)%
Other liabilities
8,971

 
10,360

 
(13.4
)%
Junior subordinated debentures
17,527

 
17,527

 
 %
Total liabilities
953,397

 
881,425

 
8.2
 %
Shareholders’ equity
117,524

 
115,158

 
2.1
 %
Total Liabilities and Shareholders’ Equity
$
1,070,921

 
$
996,583

 
7.5
 %
Tangible book value per share
$
5.48

 
$
5.47

 
0.2
 %
Tangible book value per share, as adjusted(2)
$
5.53

 
$
5.50

 
0.5
 %
Shares outstanding
$
19,320,585

 
$
19,135,169

 
1.0
 %
____________________
(1)
Interest bearing deposits held in the Bank’s account maintained at the Federal Reserve Bank.
(2)
Excludes accumulated other comprehensive income/loss, which is included in shareholders’ equity.





CONSOLIDATED AVERAGE BALANCES AND YIELD DATA
(Dollars in thousands)
(Unaudited)
 
Three Months Ended
 
September 30, 2014
 
June 30, 2014
 
September 30, 2013
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
Interest earning assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-term investments(1)
$
125,639

 
$
82

 
0.26
%
 
$
130,146

 
$
79

 
0.24
%
 
$
52,383

 
$
32

 
0.24
%
Securities available for sale and stock(2)
69,661

 
397

 
2.26
%
 
71,928

 
403

 
2.25
%
 
76,651

 
423

 
2.19
%
Loans(3)
802,912

 
9,185

 
4.54
%
 
787,882

 
8,652

 
4.40
%
 
725,276

 
8,422

 
4.61
%
Total interest-earning assets
998,212

 
9,664

 
3.84
%
 
989,956

 
9,134

 
3.70
%
 
854,310

 
8,877

 
4.12
%
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing checking accounts
$
36,719

 
$
25

 
0.27
%
 
$
35,457

 
$
25

 
0.28
%
 
$
34,009

 
$
24

 
0.28
%
Money market and savings accounts
149,372

 
106

 
0.28
%
 
154,591

 
119

 
0.31
%
 
148,044

 
111

 
0.30
%
Certificates of deposit
445,108

 
1,073

 
0.96
%
 
454,041

 
1,081

 
0.95
%
 
336,884

 
841

 
0.99
%
Other borrowings
47,337

 
80

 
0.67
%
 
51,911

 
129

 
1.00
%
 
50,000

 
73

 
0.58
%
Junior subordinated debentures
17,527

 
69

 
1.56
%
 
17,527

 
154

 
3.52
%
 
17,527

 
141

 
3.19
%
Total interest bearing liabilities
696,063

 
1,353

 
0.77
%
 
713,527

 
1,508

 
0.85
%
 
586,464

 
1,190

 
0.81
%
Net interest income
 
 
$
8,311

 
 
 
 
 
$
7,626

 
 
 
 
 
7,687

 
 
Net interest income/spread
 
 
 
 
3.07
%
 
 
 
 
 
2.85
%
 
 
 
 
 
3.31
%
Net interest margin
 
 
 
 
3.30
%
 
 
 
 
 
3.09
%
 
 
 
 
 
3.57
%
 
(1)
Short-term investments consist of federal funds sold and interest bearing deposits that we maintain at other financial institutions.
(2)
Stock consists of Federal Home Loan Bank stock and Federal Reserve Bank of San Francisco stock.
(3)
Loans include the average balance of nonaccrual loans.
 
Nine Months Ended
 
September 30, 2014
 
September 30, 2013
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
 
Average
Balance
 
Interest
Earned/
Paid
 
Average
Yield/
Rate
Interest earning assets
 
 
 
 
 
 
 
 
 
 
 
Short-term investments(1)
$
129,665

 
$
237

 
0.24
%
 
$
108,231

 
$
203

 
0.25
%
Securities available for sale and stock(2)
71,760

 
1,217

 
2.27
%
 
83,612

 
1,180

 
1.89
%
Loans(3)
790,081

 
26,631

 
4.51
%
 
719,605

 
24,976

 
4.64
%
Total interest-earning assets
991,506

 
28,085

 
3.79
%
 
911,448

 
26,359

 
3.87
%
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing checking accounts
$
37,778

 
$
74

 
0.26
%
 
$
33,327

 
$
68

 
0.27
%
Money market and savings accounts
155,616

 
357

 
0.31
%
 
158,766

 
460

 
0.39
%
Certificates of deposit
439,473

 
3,142

 
0.96
%
 
381,802

 
2,963

 
1.04
%
Other borrowings
56,107

 
363

 
0.87
%
 
48,484

 
236

 
0.65
%
Junior subordinated debentures
17,527

 
369

 
2.81
%
 
17,578

 
410

 
3.12
%
Total interest bearing liabilities
706,501

 
4,305

 
0.81
%
 
639,957

 
4,137

 
0.86
%
Net interest income
 
 
$
23,780

 
 
 
 
 
$
22,222

 
 
Net interest income/spread
 
 
 
 
2.98
%
 
 
 
 
 
3.01
%
Net interest margin
 
 
 
 
3.21
%
 
 
 
 
 
3.26
%
 
(1)
Short-term investments consist of federal funds sold and interest bearing deposits that we maintain at other financial institutions.
(2)
Stock consists of Federal Home Loan Bank stock and Federal Reserve Bank of San Francisco stock.
(3)
Loans include the average balance of nonaccrual loans.