Cover - shares |
3 Months Ended | |
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Mar. 31, 2025 |
Apr. 30, 2025 |
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Cover [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2025 | |
Document Transition Report | false | |
Entity File Number | 001-38621 | |
Entity Registrant Name | PCB BANCORP | |
Entity Incorporation, State or Country Code | CA | |
Entity Tax Identification Number | 20-8856755 | |
Entity Address, Address Line One | 3701 Wilshire Boulevard | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90010 | |
City Area Code | 213 | |
Local Phone Number | 210-2000 | |
Title of 12(b) Security | Common stock, no par value | |
Trading Symbol | PCB | |
Security Exchange Name | NASDAQ | |
Entity current reporting status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity small business | true | |
Entity emerging growth company | false | |
Entity shell company | false | |
Entity Common Stock, Shares Outstanding | 14,309,232 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | true | |
Entity Central Index Key | 0001423869 | |
Document Fiscal Year Focus | 2025 | |
Document Fiscal Period Focus | Q1 | |
Amendment Description | PCB Bancorp (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend and restate certain items in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 (the “Original Filing”), which was originally filed with the U.S. Securities and Exchange Commission (“SEC”) on June 9, 2025 to reflect the restatement of the Company’s Consolidated Financial Statements as of and for the quarter ended March 31, 2025 contained in the Original Filing (the “Restatement”). Subsequent to the Original Filing, the management of the Company, after discussions with and among the Audit Committee of the Board of Directors and the Company’s independent registered public accounting firm, Crowe LLP, concluded that the Company’s unaudited consolidated financial statements included in the Original Filing should no longer be relied upon because of an error identified in such financial statements.Restatement BackgroundThe purpose of this Amendment and the Restatement is to correct the recognition of the fair value of a preferred stock purchase option. On January 16, 2025, the Company entered into an Emergency Capital Investment Program (“ECIP”) Securities Purchase Option Agreement (the “Option Agreement”) with the U.S. Treasury, which grants the Company the conditional option to repurchase the outstanding shares of its Senior Non-Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”). The Company originally evaluated this purchase option under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, and ASC 505, Equity, and determined that the purchased option requires recognition as an asset at its fair valuewith changes in fair value recorded in earnings in subsequent reporting periods. Subsequent to the Original Filing, the Company further evaluated the fair value of the purchase option under ASC 820, Fair Value Measurement, and concluded that the fair value is immaterial. Impact of the RestatementThe Company originally recorded a recognition of this purchase option of $35,778,000 in the Original Filing. The change in valuation for this purchase option resulted in changes in the Consolidated Balance Sheet (Unaudited), Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) and Notes to Consolidated Financial Statements (Unaudited). The impact of this adjustment was a decrease of $35,778,000 in total assets and total shareholders’ equity. Conforming changes reflecting the purchase option’s fair value were also made to the Cautionary Note Regarding Forward-Looking Statements, Management’s Discussion and Analysis and the Risk Factors.See Note 1 to Consolidated Financial Statement (Unaudited) included in Part I, Item 1 of this Amendment for additional information on the Restatement and the related financial statement effect.Internal Control ConsiderationsAs disclosed in the Original Filing, in connection with the evaluation of the Option Agreement, the Company concluded that it has a material weakness in the Company’s internal control over financial reporting as of March 31, 2025. Specifically, the Company has not designed and maintained all applicable internal controls to ensure that unusual or infrequent derivative contracts are evaluated for proper accounting treatment and disclosure. See “Part I - Item 4. Controls and Procedures,” of this Quarterly Report on Form 10-Q/A for additional discussion.Items Amended in this Form 10-Q/AThis Form 10-Q/A presents the Original Filing amended and restated with modifications as necessary to reflect the Restatement. The following items have been amended to reflect the Restatement:Cautionary Note Regarding Forward-Looking Statements Part I, Item 1 - Consolidated Financial StatementsPart I, Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of OperationsPart II, Item 1A – Risk FactorsPursuant to Rule 12b-15 promulgated under the Securities Act of 1934, as amended, this Amendment also contains new currently dated certifications by the Company's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.Except as described above, this Amendment does not amend, update or change any other disclosures in the Original Filing. In addition, the information contained in this Amendment does not reflect events occurring after the filing of the Original Filing and does not modify or update the disclosures therein. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that occurred or facts that became known to the Company after the date of the Original Filing, other than with respect to the Restatement, and such forward-looking statements should be read in conjunction with the Company's filings with the SEC, including those subsequent to the filing of the Original Filing. |