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ACQUISITIONS

9 Months Ended

Sep. 30, 2023

NOTE 3 – ACQUISITIONS

Acquisition of Pacific Enterprise Bancorp (“PEB”)

On February 1, 2022, the Company completed its acquisition of PEB. As of the acquisition date, PEB merged into the Company and Pacific Enterprise Bank, PEB’s wholly owned bank subsidiary, merged into the Bank. The acquisition expanded the Company’s market share in California with one branch in Irvine. At the effective time of the PEB merger, the Company paid aggregate consideration to PEB shareholders of approximately $64.1 million consisting of 3,032,579 shares of the Company’s common stock and $275,000 in cash. Noninterest income for the three months ended March 31, 2022 included $1.6 million in bargain purchase gain, and included in noninterest expense for that period was $3.1 million of nonrecurring acquisition-related expenses.

The following table summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date:


	PEB
	Acquisition
	Date
	February 1, 2022
Fair value of assets:
Cash and due from banks	$	5,350
Total cash and cash equivalents		5,350

Interest bearing deposits in banks		13,348
Investment securities available-for-sale		3
FHLB stock, at par		2,294
FRB stock, at par		942
Loans, net		412,851
Premises and equipment, net		221
Core deposit intangible		756
Deferred tax assets, net		1,192
Interest receivable and other assets		9,178
Total assets acquired		446,135
Liabilities:
Deposits
Noninterest bearing		60,006
Interest bearing		316,679
Total Deposits		376,685

Interest payable and other liabilities		3,370
Total liabilities assumed		380,055

Stock consideration		64,140
Cash consideration		275
Bargain purchase gain	$	1,665

The following table presents the net assets acquired and the estimated fair value adjustments, which resulted in bargain purchase gain at the acquisition date:


	PEB
	Acquisition
	Date
	February 1, 2022
Book value of net assets acquired	$	61,469
Fair value adjustments:
Loans, net		5,840
Premises and equipment, net		26
Core deposit intangible		756
Time deposits		(869)
Reserve for unfunded commitments		283
Write-up right-of-use asset		439
Total purchase accounting adjustments		6,475

Tax effect of purchase accounting adjustments at 27.9%		(1,864)
Fair value of assets acquired		66,080
Value of stock issued/cash paid for stock options		64,415
Bargain purchase gain	$	1,665

Pro Forma Results of Operations

The operating results of the Company for the three and nine months ended September 30, 2023 in the condensed consolidated statements of income include the operating results of PEB, since its acquisition date. The following table represents the net interest income, net income, basic and diluted earnings per share, as if the PEB merger was effective January 1, 2022. The unaudited pro forma information in the following table is intended for informational purposes only

and is not necessarily indicative of future operating results or operating results that would have occurred had the merger been completed at the beginning of the respective periods. No assumptions have been applied to the pro forma results of operation regarding possible revenue enhancements, expense efficiencies or asset dispositions.

Unaudited pro forma net interest income, net income and earnings per share for the three and nine months ended September 30, 2023 and 2022 are presented below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022 (As Restated)		2023		2022 (As Restated)
Net interest income	$	24,809	$	24,725	$	74,347	$	71,097
Net income		6,630		6,970		21,029		12,869
Basic earnings per share	$	0.56	$	0.52	$	1.72	$	0.95
Diluted earnings per share		0.56		0.52		1.72		0.95

These amounts include the third-party acquisition-related expenses, accretion of the discounts on acquired loans and amortization of the fair value mark adjustments on core deposit intangible.

Acquisition expenses

Acquisition expenses are recognized as incurred and continue until all systems are converted and operational functions become fully integrated. No third-party acquisition expenses were recognized in the consolidated statements of income for the three and nine months ended September 30, 2023. The Company recognized third-party acquisition expenses for the three and nine months ended September 30, 2022, as follows:


	2022
		Three months ended		Nine months ended
		September 30,		September 30,
Severance expense	$	—	$	556
Occupancy expense		—		375
Data processing		—		1,073
Professional fees		—		724
Other expenses		—		347
Total	$	—	$	3,075