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Community West Bancshares (CWBC)

CIK: 0001127371. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-03-11.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1127371. Latest filing source: 0001628280-26-016895.

Informational only - descriptive public-record data, not investment advice.

Risk Factors

Read CWBC's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue185,710,000USD20252026-03-11
Net income38,168,000USD20252026-03-11
Assets3,690,317,000USD20252026-03-11

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001127371.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric201320142016201720182019202020212022202320242025
Revenue46,676,00057,376,00064,187,00066,331,00066,018,00073,856,00082,988,000102,418,000160,388,000185,710,000
Net income15,182,00014,026,00021,289,00021,443,00020,347,00028,401,00026,645,00025,536,0007,666,00038,168,000
Diluted EPS1.331.101.541.591.622.312.272.170.452.00
Operating cash flow25,218,00029,911,00021,721,00016,990,00042,855,00023,673,00027,527,00022,202,00046,120,000
Capital expenditures861,000859,000791,000876,0001,492,0001,049,000362,0009,806,0005,039,0002,509,000
Dividends paid38,000,0006,963,00014,000,00014,200,000
Share buybacks0.000.00894,00015,619,00011,052,00013,619,0006,814,0001,00038,000151,000
Assets1,443,323,0001,661,655,0001,537,836,0001,596,755,0002,004,096,0002,450,139,0002,422,519,0002,433,426,0003,521,771,0003,690,317,000
Liabilities1,279,290,0001,452,096,0001,318,098,0001,368,627,0001,759,075,0002,202,294,0002,247,859,0002,226,362,0003,159,086,0003,280,729,000
Stockholders' equity164,033,000209,559,000219,738,000228,128,000245,021,000247,845,000170,929,000207,064,000362,685,000409,588,000
Cash and cash equivalents38,568,000100,383,00031,727,00052,574,00070,278,000163,467,00031,170,00053,728,000120,398,000118,984,000
Free cash flow24,359,00029,120,00020,845,00015,498,00041,806,00023,311,00017,721,00017,163,00043,611,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric201320142016201720182019202020212022202320242025
Net margin32.53%24.45%33.17%32.33%30.82%38.45%32.11%24.93%4.78%20.55%
Return on equity9.26%6.69%9.69%9.40%8.30%11.46%15.59%12.33%2.11%9.32%
Return on assets1.05%0.84%1.38%1.34%1.02%1.16%1.10%1.05%0.22%1.03%
Liabilities / equity7.806.936.006.007.188.8913.1510.758.718.01

Industry Peer Context

Each number-line places CWBC against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

CWBC Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.CWBC Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%CWBC 20.6%

ROE peer context

CWBC ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.CWBC ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%CWBC 9.3%

ROA peer context

CWBC ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.CWBC ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%CWBC 1.0%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

CWBC FY2025 free cash flow bridge from reported figures.CWBC FY2025 free cash flow bridge from reported figures.CWBC free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$46.1MOperating cash flow-$2.5MCapex$43.6MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001628280-26-016895; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001628280-26-016895; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001628280-26-016895; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

CWBC revenue, last 5 periods. Source: SEC companyfacts FY2025.CWBC revenue, last 5 periods. Source: SEC companyfacts FY2025.CWBC RevenueLatest point: FY2025 = $185.7MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016895; filed 2026-03-11. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

CWBC net income, last 5 periods. Source: SEC companyfacts FY2025.CWBC net income, last 5 periods. Source: SEC companyfacts FY2025.CWBC Net incomeLatest point: FY2025 = $38.2MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016895; filed 2026-03-11. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

CWBC diluted eps, last 5 periods. Source: SEC companyfacts FY2025.CWBC diluted eps, last 5 periods. Source: SEC companyfacts FY2025.CWBC Diluted EPSLatest point: FY2025 = $2.00/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$2.00/share$4.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016895; filed 2026-03-11. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

CWBC operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.CWBC operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.CWBC Operating cash flowLatest point: FY2025 = $46.1MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016895; filed 2026-03-11. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

CWBC capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.CWBC capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.CWBC Capital expendituresLatest point: FY2025 = $2.5MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016895; filed 2026-03-11. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

CWBC dividends paid, last 4 periods. Source: SEC companyfacts FY2025.CWBC dividends paid, last 4 periods. Source: SEC companyfacts FY2025.CWBC Dividends paidLatest point: FY2025 = $14.2MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0M$38.0MFY2022$7.0MFY2023$14.0MFY2024$14.2MFY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016895; filed 2026-03-11. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.

CWBC share buybacks, last 5 periods. Source: SEC companyfacts FY2025.CWBC share buybacks, last 5 periods. Source: SEC companyfacts FY2025.CWBC Share buybacksLatest point: FY2025 = $151.0KSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016895; filed 2026-03-11. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

CWBC assets, last 5 periods. Source: SEC companyfacts FY2025.CWBC assets, last 5 periods. Source: SEC companyfacts FY2025.CWBC AssetsLatest point: FY2025 = $3.7BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016895; filed 2026-03-11. Concept: Assets. Source concepts: us-gaap:Assets.

CWBC liabilities, last 5 periods. Source: SEC companyfacts FY2025.CWBC liabilities, last 5 periods. Source: SEC companyfacts FY2025.CWBC LiabilitiesLatest point: FY2025 = $3.3BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016895; filed 2026-03-11. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

CWBC stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.CWBC stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.CWBC Stockholders' equityLatest point: FY2025 = $409.6MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016895; filed 2026-03-11. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

CWBC cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.CWBC cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.CWBC Cash and cash equivalentsLatest point: FY2025 = $119.0MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016895; filed 2026-03-11. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

CWBC free cash flow, last 5 periods. Source: SEC companyfacts FY2025.CWBC free cash flow, last 5 periods. Source: SEC companyfacts FY2025.CWBC Free cash flowLatest point: FY2025 = $43.6MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-016895; filed 2026-03-11. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001127371.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.56reported discrete quarter
2022-Q32022-09-300.55reported discrete quarter
2023-Q12023-03-310.59reported discrete quarter
2023-Q22023-06-3025,987,0006,282,0000.54reported discrete quarter
2023-Q32023-09-3026,466,0006,390,0000.54reported discrete quarter
2023-Q42023-12-3125,822,0005,894,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3125,627,0003,676,0000.31reported discrete quarter
2024-Q22024-06-3043,997,000-6,290,000-0.33reported discrete quarter
2024-Q32024-09-3045,285,0003,385,0000.18reported discrete quarter
2024-Q42024-12-3145,479,0006,895,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3145,138,0008,293,0000.44reported discrete quarter
2025-Q22025-06-3046,025,0007,832,0000.41reported discrete quarter
2025-Q32025-09-3046,888,00010,873,0000.57reported discrete quarter
2025-Q42025-12-3147,658,00011,170,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3147,892,00011,489,0000.60reported discrete quarter

Quarterly Charts

CWBC quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.CWBC quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.CWBC Quarterly RevenueLatest point: 2026-Q1 = $47.9MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-032457; filed 2026-05-08. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

CWBC quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.CWBC quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.CWBC Quarterly Net incomeLatest point: 2026-Q1 = $11.5MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-032457; filed 2026-05-08. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

CWBC quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.CWBC quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.CWBC Quarterly Diluted EPSLatest point: 2026-Q1 = $0.60/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)-$0.50/share$0.00/share$1.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-032457; filed 2026-05-08. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-032457.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

We are a central California-based bank holding company for a bank subsidiary, Community West Bank (the “Bank”). We offer 26 full-service banking centers covering greater Sacramento in the north, throughout the San Joaquin Valley south to Bakersfield, and west to the Central Coast. We provide traditional commercial banking services to small and medium-sized businesses and individuals in the communities that we serve. On April 1, 2026, the Company completed its previously announced merger of United Security Bancshares pursuant to which USB merged with and into the Company, with the Company continuing as the surviving entity. Refer to Note 2 - Business Combinations for further discussion of this transaction.

Dividend Declared

On April 22, 2026, the Board of Directors declared a $0.12 per share cash dividend payable on May 22, 2026 to shareholders of record as of May 8, 2026.

Critical Accounting Policies and Estimates

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. We believe that the Company’s most critical accounting policies are those which the Company’s financial condition depends upon, and which involve the most complex or subjective decisions or assessments.

Business Combinations

We account for business combinations under the acquisition method of accounting in accordance with ASC 805. We recognize the fair value of the assets acquired and liabilities assumed as of the date of acquisition, with any excess of the fair value of consideration provided over the fair value of the identifiable net tangible and intangible assets acquired recorded as goodwill. Transaction costs are expensed as incurred. Application of the acquisition method requires extensive use of accounting estimates and judgments to determine the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date.

In accordance with ASC 805, the acquiring company retains the right to make appropriate adjustments to the assets and liabilities of the acquired entity for information obtained during the measurement period about facts and circumstances that existed as of the acquisition date. The measurement period ends as of the earlier of (i) one year from the acquisition date or (ii) the date when the acquirer receives the information necessary to complete the business combination accounting.

Goodwill and intangible assets acquired in a business combination and that are determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exist that indicate the necessity for such impairment tests to be performed. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible assets arising from business combinations are amortized on an accelerated basis reflecting the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. The estimated life of the core deposit intangible is approximately 10 years.

37

Allowance for Credit Losses

The Current Expected Credit Loss (“CECL”) approach requires an estimate of the credit losses expected over the life of a financial asset carried at amortized cost. It removes the incurred loss approach’s threshold that delayed the recognition of a credit loss until it was “probable” a loss event was “incurred”.

The estimate of expected credit losses under the CECL approach is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. We then consider whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience was used. Finally, we consider forecasts about future economic conditions that are reasonable and supportable.

Management’s evaluation of the appropriateness of the allowance for credit losses is often the most critical of accounting estimates for a financial institution. Our determination of the amount of the allowance for credit losses is a critical accounting estimate as it requires significant reliance on the use of estimates and significant judgment as to the amount and timing of expected future cash flows on criticized loans, significant reliance on historical loss rates, consideration of our quantitative and qualitative evaluation of economic factors, and the reliance on our reasonable and supportable forecasts.

The allowance for credit losses attributable to each portfolio segment also includes an amount for inherent risks not reflected in the historical analyses. Relevant factors include, but are not limited to, concentrations of credit risk (geographic, large borrower, and industry), economic trends and conditions, changes in underwriting standards, experience and depth of lending staff, trends in delinquencies, and the level of criticized loans.

The impact of utilizing the CECL approach to calculate the reserve for credit losses will be significantly influenced by the composition, characteristics and quality of our loan portfolios, as well as the prevailing economic conditions and forecasts utilized. Material changes to these and other relevant factors may result in greater volatility to the reserve for credit losses, and therefore, greater volatility to our reported earnings. See Note 4 to the Consolidated Financial Statements and the “Allowance for Credit Losses on Loans” section below.

Please refer to the Company’s 2025 Annual Report on Form 10-K for a complete listing of critical accounting policies.

Financial Highlights

The significant highlights for the Company as of or for the period ended March 31, 2026 included the following:

•On April 1, 2026, the Company completed its previously announced merger (“Merger”) with United Security Bancshares (“USB”) pursuant to which USB merged with and into the Company, with the Company continuing as the surviving entity. Following the Merger, United Security Bank, a wholly owned subsidiary of USB, merged with and into Community West Bank (the “Bank”), a wholly owned subsidiary of the Company, with the Bank continuing as the surviving bank. The financial condition and results of operation of the combined companies will begin to be reported in the 2026 second quarter results.

•The Company reported net income during the first quarter of $11.5 million, or earnings per diluted common share of $0.60, compared to net income of $11.2 million and $0.58, respectively, in the fourth quarter of 2025.

•The Company recorded a provision for credit losses of $90,000 during the quarter ended March 31, 2026, as compared to a provision for credit losses of $515,000 during the trailing quarter. The current quarter provision is attributed to a provision for loan losses totaling $122,000 and a provision for unfunded commitments of $1,000, partially offset by a credit to the reserve for held-to-maturity securities of $33,000.

•Gross loans of $2.55 billion at March 31, 2026 increased by $10.2 million or 0.40% compared to $2.54 billion at December 31, 2025.

•Total assets increased by $12.7 million or 0.34% at March 31, 2026 compared to December 31, 2025.

•Total deposits of $3.1 billion at March 31, 2026 increased by 1.50% or $46.3 million compared to December 31, 2025.

•Total cost of deposits increased to 1.40% for the quarter ended March 31, 2026 compared to 1.39% for the quarter ended December 31, 2025.

•Average non-interest bearing demand deposit accounts as a percentage of total average deposits was 33.32% and 34.97% for the quarters ended March 31, 2026 and December 31, 2025, respectively.

38

•Net interest margin increased to 4.30% for the quarter ended March 31, 2026, from 4.24% for the quarter ended December 31, 2025.

•There were $23.0 million of non-performing assets as of March 31, 2026. Net loan recoveries were $37,000 for the quarter ended March 31, 2026 and loans delinquent 30 days or more were $27.5 million as of March 31, 2026.

•Capital positions remain strong at March 31, 2026 with a 9.94% Tier 1 Leverage Ratio; a 11.84% Common Equity Tier 1 Ratio; a 12.01% Tier 1 Risk-Based Capital Ratio; and a 14.24% Total Risk-Based Capital Ratio.

•The Company declared a $0.12 per common share cash dividend, payable on May 22, 2026 to shareholders of record as of May 8, 2026.

Overview

The following is management’s discussion and analysis of the Company’s financial condition, operating results, asset and liability management, liquidity and capital resources and should be read in conjunction with the Condensed Consolidated Financial Statements of the Company and the Notes thereto located at Item 1 of this report.

RESULTS OF OPERATIONS

Three months ended
March 31,December 31,March 31,
(In thousands, except share and per-share amounts)202620252025
Net interest income before provision (credit) for credit losses$36,003$35,749$32,182
Provision (credit) for credit losses90515(41)
Net interest income after provision (credit) for credit losses35,91335,23432,223
Total non-interest income2,7882,5472,611
Total non-interest expenses22,98722,45223,470
Income before provision for income taxes15,71415,32911,364
Provision for income taxes4,2254,1593,071
Net income$11,489$11,170$8,293

During the three months ended March 31, 2026, the Company reported net income of $11,489,000. Basic and diluted earnings per share for the three months ended March 31, 2026 were $0.60 compared to $0.44 for the three months ended March 31, 2025. During the three months ended March 31, 2026, the Company recorded a $90,000 provision for credit losses compared to a $41,000 credit for credit losses during the three months ended March 31, 2025.

Statement Regarding use of Non-GAAP Financial Measures

Community West Bancshares’s financial results are presented in accordance with GAAP and refer to certain non-GAAP financial measures. Management believes that presentation of operating results using non-GAAP financial measures provides useful supplemental information to investors and facilitates the analysis of the Company’s core operating results and comparison of operating results across reporting periods. Management also uses non-GAAP financial measures to establish budgets and manage the Company’s business. A reconciliation of the GAAP financial measures to comparable non-GAAP financial measures is presented below.

39

Reconciliation of GAAP and Non-GAAP Financial Measures

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[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-03-11. Report date: 2025-12-31.

ITEM 7 -MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s discussion and analysis should be read in conjunction with the Company’s audited Consolidated Financial Statements, including the Notes thereto, in Item 8 of this Annual Report.

INTRODUCTION

Effective April 1, 2024, Central Valley Community Bancorp, completed its merger transaction with Community West Bancshares. Shortly thereafter, Community West Bank, a wholly owned subsidiary of Community West Bancshares, merged with and into Central Valley Community Bank, a wholly owned subsidiary of Central Valley Community Bancorp, with Central Valley Community Bank being the surviving banking institution. Effective with these mergers, the names of Central Valley Community Bancorp and Central Valley Community Bank were changed to Community West Bancshares and Community West Bank, respectively.

Community West Bancshares (NASDAQ: CWBC) (the Company) was incorporated on February 7, 2000. The formation of the holding company offered the Company more flexibility in meeting the long-term needs of customers, shareholders, and the

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communities it serves. The Company currently has one bank subsidiary, Community West Bank (the Bank) and one business trust subsidiary, Service 1st Capital Trust 1. The Company’s market area includes Central California from Sacramento, California in the north to Bakersfield, California in the south and west to the Central California Coast.

During 2025, we focused on deposit and loan growth, asset quality, liquidity, and capital adequacy. We also focused on assuring that competitive products and services were made available to our clients while adjusting to the many new laws and regulations that affect the banking industry.

As of December 31, 2025, the Bank operated 26 full-service offices. Additionally, the Bank maintains an Agribusiness Center, and a SBA Lending Division.

OVERVIEW

Financial Highlights

The significant highlights for the Company as of or for the period ended December 31, 2025 included the following:

•Net income for 2025 was $38,168,000 compared to $7,666,000 and $25,536,000 for the years ended December 31, 2024 and 2023, respectively.

•Diluted earnings per share (EPS) for the year ended December 31, 2025 was $2.00, compared to $0.45 and $2.17 for the years ended December 31, 2024 and 2023, respectively.

•Total assets at December 31, 2025 were $3.69 billion compared to $3.52 billion at December 31, 2024.

•Net loans increased $202,368,000 or 8.77%, and total assets increased $168,546,000 or 4.79% at December 31, 2025 compared to December 31, 2024.

•Total deposits increased 6.34% to $3.10 billion at December 31, 2025 compared to $2.91 billion at December 31, 2024.

•Total equity was $409.6 million at December 31, 2025 compared to $362.7 million at December 31, 2024.

•Total cost of deposits decreased to 1.41% for the year ended December 31, 2025 compared to 1.53% for the year ended December 31, 2024.

•Average non-interest bearing demand deposit accounts as a percentage of total average deposits was 34.90% and 38.62% for the years ended December 31, 2025 and December 31, 2024, respectively.

•Net interest margin increased to 4.15% for the year ended December 31, 2025, from 3.76% for the year ended December 31, 2024.

•Return on average equity (“ROE”) for 2025 was 9.92% compared to 2.42% and 13.81% for 2024 and 2023, respectively.

•Return on average assets (“ROA”) for 2025 was 1.07% compared to 0.24% and 1.04% for 2024 and 2023, respectively.

•There were $6.96 million non-performing assets for the year ended December 31, 2025. Additionally, net loan recoveries were $68,000 and loans delinquent more than 30 days were $23.21 million, compared to net loan charge-offs of $463,000 and loans delinquent more than 30 days of $9.84 million for the year ended December 31, 2024.

•Capital positions remain strong at December 31, 2025 with a 9.80% Tier 1 Leverage Ratio; a 11.56% Common Equity Tier 1 Ratio; a 11.73% Tier 1 Risk-Based Capital Ratio; and a 13.97% Total Risk-Based Capital Ratio.

Dividend Declared

The Company declared a $0.12 per common share cash dividend, payable on February 20, 2026 to shareholders of record on February 6, 2026.

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Key Factors in Evaluating Financial Condition and Operating Performance

In evaluating our financial condition and operating performance, we focus on several key factors including:

•Return to our shareholders;

•Return on average assets and net interest margin;

•Asset quality;

•Asset growth;

•Capital adequacy;

•Operating efficiency; and

•Liquidity.

Return to Our Shareholders

One measure of our return to our shareholders is the return on average equity (ROE), which is a ratio that measures net income divided by average shareholders’ equity. Our ROE was 9.92% for the year ended 2025 compared to 2.42% and 13.81% for the years ended 2024 and 2023, respectively.

Our net income for the year ended December 31, 2025 increased $30,502,000 compared to 2024 and decreased $17,870,000 in 2024 compared to 2023. Contributing to the increase during 2025, compared to 2024, due to a full year of earnings from the 2024 merger, and a decrease of $8,816,000 in merger related expenses from the 2024 merger with Community West Bancshares. During 2024, net income compared to 2023 was primarily impacted by higher non-interest expenses, including $9,614,000 in merger related expenses, and a provision for loan losses of $11,113,000 primarily as a result of the merger.

Net interest income, before provision for credit losses, increased $25,813,000 or 23.39%, to $136,180,000 for the twelve months ended December 31, 2025, compared to $110,367,000 for the same period in 2024. The accretion on loan marks of acquired loans increased interest income by $11,481,000 and $9,849,000 during the twelve months ended December 31, 2025 and 2024, respectively. Net interest margin during the twelve months ended December 31, 2025 and 2024 benefited by approximately 27 basis points ($8,820,000) and 15 basis points ($4,464,000), respectively, from the net accretion of the fair value marks.

Non-interest income increased $4,043,000 or 62.73% in 2025 compared to 2024 primarily due to a decrease of $4,158,000 in net realized losses on sales and calls of investment securities partially offset by a decrease of $362,000 in other income, a decrease in loan placement fees of $340,000 and a decrease in interchange fee income of $130,000. The decrease in other income is primarily attributed to changes in fair value of other equity investments.

Non-interest expenses decreased $4,315,000 or 4.56% to $90,386,000 in 2025 compared to $94,701,000 in 2024. The most notable decreases were from merger expenses of $8,816,000, data processing expenses of $588,000, professional services of $435,000, and ATM/Debit card expenses of $161,000.

The Company recorded an income tax provision of $14,360,000 for the twelve months ended December 31, 2025, compared to $3,332,000 for the twelve months ended December 31, 2024, and $8,304,000 for the twelve months ended December 31, 2023. Basic EPS was $2.01 for 2025 compared to $0.45 and $2.17 for 2024 and 2023, respectively. Diluted EPS was $2.00 for 2025 compared to $0.45 and $2.17 for 2024 and 2023, respectively.

Return on Average Assets and Net Interest Margin

Our ROA is a ratio that measures our performance as a comparable figure with other banks and bank holding companies. Our ROA for the year ended 2025 was 1.07% compared to 0.24% and 1.04% for the years ended December 31, 2024 and 2023, respectively. The 2025 increase of 83 basis points in ROA is primarily due to the increase in net income due to higher net interest income, non-interest income, and lower non-interest expense.

Our net interest margin (fully tax equivalent basis) was 4.15% for the year ended December 31, 2025, compared to 3.76% and 3.58% for the years ended December 31, 2024 and 2023, respectively. The increase in 2025 net interest margin compared to 2024, resulted from the increase in the yield on the Company’s loan portfolio and a decrease in average cost of funds of 40 basis points. The effective tax equivalent yield on total earning assets increased 20 basis points. This increase was augmented by a decrease in the cost of total interest-bearing liabilities, which decreased 40 basis points to 2.36% for the year ended December 31, 2025. Our cost of total deposits in 2025 and 2024 was 1.41% and 1.53%, respectively, compared to 0.72% for the

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same period in 2023. Our net interest income before provision for credit losses increased $25,813,000 or 23.39% to $136,180,000 for the year ended 2025 compared to $110,367,000 and $82,429,000 for the years ended 2024 and 2023, respectively.

Asset Quality

For all banks and bank holding companies, asset quality has a significant impact on the overall financial condition and results of operations. Asset quality is measured in terms of classified and nonperforming loans, and is a key element in estimating the future earnings of a company. There were $6.96 million and $6.46 million nonperforming assets or nonperforming loans at December 31, 2025 and December 31, 2024, respectively.

The Company had no other real estate owned at December 31, 2025, or December 31, 2024. The Company had $34,000 and $0 in foreclosed assets recorded at December 31, 2025 and December 31, 2024, respectively. Management maintains certain loans that have been brought current by the borrower (less than 30 days delinquent) on nonaccrual status until such time as management has determined that the loans are likely to remain current in future periods.

The allowance for credit losses as a percentage of outstanding loan balance was 1.18% as of December 31, 2025 and 1.11% as of December 31, 2024. The ratio of net charge-offs (recoveries) to average loans was (0.003)% as of December 31, 2025 and (0.002)% as of December 31, 2024.

Asset Growth

As revenues from both net interest income and non-interest income are a function of asset size, the continued growth in assets has a direct impact in increasing net income and therefore ROE and ROA.  The majority of our assets are loans and investment securities, and the majority of our liabilities are deposits, and therefore the ability to generate deposits as a funding source for loans and investments is fundamental to our asset growth. Total assets increased 4.79% during 2025 to $3,690,317,000 as of December 31, 2025 from $3,521,771,000 as of December 31, 2024. Total loans, net of discount and the allowance for credit losses increased 8.77% to $2,510,786,000 as of December 31, 2025, compared to $2,308,418,000 at December 31, 2024. Total investment securities decreased $21,734,000 to $763,324,000 as of December 31, 2025 compared to $785,058,000 as of December 31, 2024. Total deposits increased 6.34% to $3,095,274,000 as of December 31, 2025 compared to $2,910,777,000 as of December 31, 2024.

Our loan to deposit ratio at December 31, 2025 was 82.09% compared to 80.19% at December 31, 2024.

Capital Adequacy

At December 31, 2025, we had a total capital to risk-weighted assets ratio of 13.97%, a Tier 1 risk-based capital ratio of 11.73%, common equity Tier 1 ratio of 11.56%, and a leverage ratio of 9.80%. At December 31, 2024, we had a total capital to risk-weighted assets ratio of 13.58%, a Tier 1 risk-based capital ratio of 11.33%, common equity Tier 1 ratio of 11.15%, and a leverage ratio of 9.17%. At December 31, 2025, on a stand-alone basis, the Bank had a total risk-based capital ratio of 14.77%, a Tier 1 risk based capital ratio of 13.70%, common equity Tier 1 ratio of 13.70%, and a leverage ratio of 11.44%. At December 31, 2024, the Bank had a total risk-based capital ratio of 14.54%, Tier 1 risk-based capital of 13.54%, common equity Tier 1 ratio of 13.54%, and a leverage ratio of 11.04%. Note 13 of the audited Consolidated Financial Statements provides more detailed information concerning the Company’s capital amounts and ratios.

As of December 31, 2025, the Bank met or exceeded all of their capital requirements inclusive of the capital buffer. The Bank’s capital ratios exceeded the regulatory guidelines for a well-capitalized financial institution under the Basel III regulatory requirements at December 31, 2025.

Operating Efficiency

Operating efficiency is the measure of how efficiently earnings before taxes are generated as a percentage of revenue. A lower ratio represents greater efficiency. The Company’s efficiency ratio (operating expenses divided by net interest income plus non-interest income) was 61.63% for 2025 compared to 81.07% for 2024 and 61.82% for 2023. The decrease in the efficiency ratio in 2025 was due to the increase in net interest income and non-interest income combined with the reduction in merger related expenses. The combination of the Company’s net interest income before provision for credit losses, plus non-interest income, increased $29,856,000 to $146,668,000 in 2025 compared to $116,812,000 in 2024 and $89,449,000 in 2023, while operating expenses decreased to $90,386,000 in 2025, compared to $94,701,000 in 2024, and $55,300,000 in 2023.

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Liquidity

Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include providing for customers’ credit needs, funding of securities purchases, and ongoing repayment of borrowings. Our liquidity is actively managed on a daily basis and reviewed periodically by our management and Directors’ Asset/Liability Committee. This process is intended to ensure the maintenance of sufficient funds to meet our needs, including adequate cash flows for off-balance sheet commitments. Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and, to a lesser extent, broker deposits, Federal funds facilities and advances from the Federal Home Loan Bank of San Francisco, or the Federal Reserve. We have available unsecured lines of credit with correspondent banks totaling approximately $110,000,000 and secured borrowing lines of approximately $809,391,000 with the Federal Home Loan Bank. These funding sources are augmented by collection of principal and interest on loans, the routine maturities and pay downs of securities from our investment securities portfolio, the stability of our core deposits, and the ability to sell investment securities. Primary uses of funds include origination and purchases of loans, withdrawals of and interest payments on deposits, purchases of investment securities, and payment of operating expenses.

We had liquid assets (cash and due from banks, interest-earning deposits in other banks, Federal funds sold, equity securities, and available-for-sale securities) totaling $595,191,000 or 16.13% of total assets at December 31, 2025 and $604,097,000 or 17.15% of total assets as of December 31, 2024.

RESULTS OF OPERATIONS

For the Year Ended
December 31,December 31,December 31,
(In thousands, except share and per-share amounts)202520242023
Net interest income before provision for credit losses$136,180$110,367$82,429
Provision for credit losses3,75411,113309
Net interest income after provision for credit losses132,42699,25482,120
Total non-interest income10,4886,4457,020
Total non-interest expenses90,38694,70155,300
Income before provision for income taxes52,52810,99833,840
Provision for income taxes14,3603,3328,304
Net income$38,168$7,666$25,536

Net income for 2025 was $38,168,000 compared to $7,666,000 and $25,536,000 for the years ended December 31, 2024 and 2023, respectively. Basic EPS was $2.01 for 2025 compared to $0.45 and $2.17 for 2024 and 2023, respectively. Diluted EPS was $2.00 for 2025 compared to $0.45 and $2.17 for 2024 and 2023, respectively. ROE was 9.92% for 2025 compared to 2.42% for 2024 and 13.81% for 2023. ROA for 2025 was 1.07% compared to 0.24% for 2024 and 1.04% for 2023.

Net income for the year ended December 31, 2025 increased $30,502,000 compared to 2024 and decreased $17,870,000 in 2024 compared to 2023. Net income increased during 2025, compared to 2024 due to higher net interest income, non-interest income, and lower non-interest expense. During 2024, net income compared to 2023 was primarily impacted by higher non-interest expenses, including $20,491,000 of merger related expenses.

Statement Regarding use of Non-GAAP Financial Measures

Community West Bancshares’s financial results are presented in accordance with GAAP and refer to certain non-GAAP financial measures. Management believes that presentation of operating results using non-GAAP financial measures provides useful supplemental information to investors and facilitates the analysis of the Company’s core operating results and comparison of operating results across reporting periods. Management also uses non-GAAP financial measures to establish budgets and manage the Company’s business. A reconciliation of the GAAP financial measures to comparable non-GAAP financial measures is presented below.

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Reconciliation of GAAP and Non-GAAP Financial Measures

December 31,December 31,December 31,
(In thousands, except share and per-share amounts)202520242023
NET INCOME:
Net income (GAAP)$38,168$7,666$25,536
Merger and conversion related costs:
Provision for credit losses on non-purchased credit deteriorated loans10,877
Personnel and severance3,639
Professional services7982,240
Data processing and information technology2,961
Other774
Total merger and conversion related costs, net of taxes79820,491
Loss on sale of investment securities414,199907
Income tax benefit of non-core expenses(248)(7,298)(268)
Comparable net income (non-GAAP)$38,759$25,058$$26,175
DILUTED EARNINGS PER SHARE:
Weighted average diluted shares19,069,28917,179,79611,752,806
Diluted earnings per share (GAAP)$2.00$0.45$2.17
Comparable diluted earnings per share (non-GAAP)$2.03$1.46$2.23
RETURN ON AVERAGE ASSETS
Average assets$3,581,260$3,190,361$2,460,358
Return on average assets (GAAP)1.07%0.24%1.04%
Impact of non-core expenses0.01%0.55%0.03%
Comparable return on average assets (non-GAAP)1.08%0.79%1.06%
RETURN ON AVERAGE EQUITY
Average stockholders' equity$384,828$317,142$184,878
Return on average equity (GAAP)9.92%2.42%13.81%
Impact of non-core expenses0.15%5.48%0.35%
Comparable return on average equity (non-GAAP)10.07%7.90%14.16%
EFFICIENCY RATIO
Non-interest expense (GAAP)$90,386$94,701$55,300
Merger-related non-interest expenses(798)(20,491)
Non-interest expense (non-GAAP)89,58874,21055,300
Net interest income (GAAP)136,180110,36782,429
Non-interest income (GAAP)10,4886,4457,020
Loss on sale of investment securities414,199907
Non-interest income (non-GAAP)$10,529$$10,644$$7,927
Efficiency ratio (GAAP)61.63%81.07%61.82%
Comparable efficiency ratio (non-GAAP)61.07%61.33%61.20%

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Interest Income and Expense

The level of net interest income depends on several factors in combination, including yields on earning assets, the cost of interest-bearing liabilities, the relative volumes of earning assets and interest-bearing liabilities, and the mix of products which comprise the Company’s earning assets, deposits, and other interest-bearing liabilities. To maintain its net interest margin, the Company must manage the relationship between interest earned and paid.

The following Distribution, Rate and Yield table presents the average amounts outstanding for the major categories of the Company’s balance sheet, the average interest rates earned or paid thereon, and the resulting net interest margin on average interest earning assets for the periods indicated. Average balances are based on daily averages.

SCHEDULE OF AVERAGE BALANCES, AVERAGE YIELDS AND RATES

Year Ended December 31, 2025Year Ended December 31, 2024Year Ended December 31, 2023
(Dollars in thousands)Average BalanceInterest Income/ ExpenseAverage Interest RateAverage BalanceInterest Income/ ExpenseAverage Interest RateAverage BalanceInterest Income/ ExpenseAverage Interest Rate
ASSETS
Interest-earning deposits in other banks$96,566$4,1784.33%$83,251$4,3555.23%$67,749$3,5765.28%
Securities
Taxable securities585,93716,4812.81%663,23020,3843.07%760,14023,4373.08%
Non-taxable securities (1)238,7606,5342.74%249,5846,9402.78%256,1967,0912.77%
Total investment securities824,69723,0152.79%912,81427,3242.99%1,016,33630,5283.00%
Total securities and interest-earning deposits921,26327,1932.95%996,06531,6793.18%1,084,08534,1043.15%
Loans (2) (3)2,394,887159,8896.68%1,978,386130,1666.58%1,263,22669,8035.53%
Total interest-earning assets3,316,150$187,0825.64%2,974,451$161,8455.44%2,347,311$103,9074.43%
Allowance for credit losses(27,612)(22,635)(14,312)
Nonaccrual loans6,5022,421
Cash and due from banks35,18829,88427,671
Bank premises and equipment23,99120,29710,465
Other assets227,041185,94389,223
Total average assets$3,581,260$3,190,361$2,460,358
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities:
Savings and NOW accounts$616,825$4,5080.73%$481,447$1,4640.30%$473,102$6110.13%
Money market accounts868,97120,0482.31%759,20320,2842.67%531,0138,9101.68%
Time certificates of deposit476,60718,0753.79%389,66718,9184.85%163,2206,0063.68%
Total interest-bearing deposits1,962,40342,6312.17%1,630,31740,6662.49%1,167,33515,5271.33%
Other borrowed funds135,9666,8995.07%178,6279,3555.24%86,2504,4625.17%
Total interest-bearing liabilities2,098,369$49,5302.36%1,808,944$50,0212.76%1,253,585$19,9891.59%
Non-interest bearing demand deposits1,052,1291,025,611987,906
Other liabilities45,93438,66433,989
Shareholders’ equity384,828317,142184,878
Total average liabilities and shareholders’ equity$3,581,260$3,190,361$2,460,358
Interest income and rate earned on average earning assets$187,0825.64%$161,8455.44%$103,9074.43%
Interest expense and interest cost related to average interest-bearing liabilities49,5302.36%50,0212.76%19,9891.59%
Net interest income and net interest margin (4)$137,5524.15%$111,8243.76%$83,9183.58%

(1)    Calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling $1,373, $1,457, and $1,489 in 2025, 2024, and 2023, respectively.

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(2)    Loan interest income includes net loan fees (costs) of $301, $(622), and $(11) in 2025, 2024, and 2023, respectively. Loan interest income includes accretion on loan marks of $11,481,000, $9,849,000, and $325,000 in 2025, 2024, and 2023, respectively.

(3)    Average loans do not include non-accrual loans but do include interest income recovered from previously charged off loans.

(4)    Net interest margin is computed by dividing net interest income by total average interest-earning assets.

The following table sets forth a summary of the changes in interest income and interest expense due to changes in average asset and liability balances (volume) and changes in average interest rates for the periods indicated. The change in interest due to both rate and volume has been allocated to the change in rate.

Changes in Volume/RateFor the Years Ended December 31, 2025 Compared to 2024For the Years Ended December 31, 2024 Compared to 2023
(Dollars in thousands)VolumeRateNetVolumeRateNet
Increase (decrease) due to changes in:
Interest income:
Interest-earning deposits in other banks$696$(873)$(177)$818$(39)$779
Investment securities:
Taxable(2,376)(1,527)(3,903)(2,988)(65)(3,053)
Non-taxable (1)(301)(105)(406)(183)32(151)
Total investment securities(2,677)(1,632)(4,309)(3,171)(33)(3,204)
Loans27,4032,32029,72339,51820,84560,363
Total earning assets (1)25,422(185)25,23737,16520,77357,938
Interest expense:
Deposits:
Savings and NOW accounts4112,6333,04410843853
Money market accounts2,932(3,168)(236)3,8287,54611,374
Time certificate of deposits4,220(5,063)(843)8,3324,58012,912
Total interest-bearing deposits7,563(5,598)1,96512,17012,96925,139
Other borrowed funds(2,234)(222)(2,456)4,7781154,893
Total interest bearing liabilities5,329(5,820)(491)16,94813,08430,032
Net interest income (1)$20,093$5,635$25,728$20,217$7,689$27,906

(1) Computed on a tax equivalent basis for securities exempt from federal income taxes.

Interest and fee income from loans increased $29,723,000 or 22.83% in 2025 compared to 2024. Interest and fee income from loans was $159,889,000 in 2025 compared to $130,166,000 in 2024. The increase in 2025 is attributable to rate increases and an increase of $416,501,000 in average total loans outstanding.

Average total loans, including nonaccrual loans, for 2025 increased $416,501,000 to $2,394,887,000 compared to $1,978,386,000 for 2024 and $1,263,226,000 for 2023. The yield on loans for 2025 was 6.68% compared to 6.58% and 5.53% for 2024 and 2023, respectively. The impact to interest income from the accretion of the loan marks on acquired loans was an increase of $11,481,000 from $9,849,000 for the years ended December 31, 2025 and 2024, respectively.

Interest income from total investment securities decreased $4,224,000 in the twelve months ended December 31, 2025 to $21,643,000 compared to $25,867,000 for 2024 and $29,039,000 for 2023. The yield on average total investment securities decreased 20 basis points to 2.79% for the twelve months ended December 31, 2025 compared to 2.99% for 2024 and 3.00% for 2023. Average total amortized cost of investment securities for the twelve months ended December 31, 2025 decreased $88,117,000 or 9.65% to $824,697,000 compared to $912,814,000 for 2024 and $1,016,336,000 for 2023.

A significant portion of the investment portfolio is mortgage-backed securities (MBS) and collateralized mortgage obligations (CMOs). At December 31, 2025, we held $293,366,000 or 38.78% of the total AFS market value of the investment portfolio in MBS and CMOs with an average book yield of 2.48%. We invested in CMOs and MBS as part of our overall strategy to increase our net interest margin. CMOs and MBS by their nature are affected by prepayments which are impacted by changes in interest rates. In a normal declining rate environment, prepayments from MBS and CMOs would be expected to increase and the expected life of the investment would be expected to shorten. However, as interest rates have increased since purchase, prepayments have declined and the average life of the MBS and CMOs have extended. Premium amortization and discount

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accretion of these investments affects our net interest income. Management monitors the prepayment trends of these investments and adjusts premium amortization and discount accretion based on several factors. These factors include the type of investment, the investment structure, interest rates, interest rates on new mortgage loans, expectation of interest rate changes, current economic conditions, the level of principal remaining on the bond, the bond coupon rate, the bond origination date, and volume of available bonds in market. The calculation of premium amortization and discount accretion is by its nature inexact, and represents management’s best estimate of principal pay downs inherent in the total investment portfolio.

The cumulative net-of-tax effect of the change in market value of the available-for-sale investment portfolio as of December 31, 2025 was an unrealized loss of $27,944,000 and is reflected in the Company’s equity. At December 31, 2025, the effective duration of the available-for-sale investment portfolio was 4.75 years and the market value reflected a pre-tax unrealized loss of $39,673,000. Management reviews market value declines on individual investment securities to determine whether there is a need to record impairment. For the years ended December 31, 2025, 2024, and 2023, no impairment was recorded. Future deterioration in the market values of our investment securities may require the Company to recognize unrealized losses.

Total interest income in 2025 increased $25,322,000 to $185,710,000 compared to $160,388,000 in 2024 and $102,418,000 in 2023, respectively. The increase in 2025 was the result of a full year of operations after the 2024 merger, yield changes and asset mix changes. The tax-equivalent yield on interest earning assets increased to 5.64% for the year ended December 31, 2025 from 5.44% for the year ended December 31, 2024. Average interest earning assets increased to $3,316,150,000 for the year ended December 31, 2025 compared to $2,974,451,000 for the year ended December 31, 2024. Average interest-earning deposits in other banks increased $13,315,000 in 2025 compared to 2024. Average yield on these deposits was 4.33% compared to 5.23% on December 31, 2025 and December 31, 2024 respectively. Average investments decreased $88,117,000 and the tax equivalent yield on those assets decreased 20 basis points. Average total loans increased $416,501,000 while the yield on average loans increased 10 basis points.

Interest expense on deposits for the twelve months ended December 31, 2025 and 2024 was $42,631,000 and $40,666,000, respectively. The average interest rate on interest bearing deposits decreased 32 basis points to 2.17% for the twelve months ended ended December 31, 2025 compared to 2.49% for the twelve months ended December 31, 2024. Average interest-bearing deposits increased 20.37% or $332,086,000 to $1,962,403,000 for the twelve months ended December 31, 2025 compared to $1,630,317,000 for the twelve months ended December 31, 2024.

Average other borrowings were $135,966,000 with an effective rate of 5.07% for 2025 compared to $178,627,000 with an effective rate of 5.24% for 2024. Included in other borrowed funds are the junior subordinated debentures acquired from Service 1st Bancorp (“Service 1st”), subordinated debt, senior debt, advances on lines of credit, advances from the Federal Home Loan Bank (FHLB), and overnight borrowings. The junior subordinated debentures carry a floating rate based on the three month SOFR plus a margin of 1.60%. The rate was 5.77% for 2025 and 7.26% for 2024. The subordinated debt, issued in 2021, bears a fixed interest rate of 3.130% per year. The senior debt has an interest rate of prime less a margin of 0.50%, with cap of 6.75%. Due to the decreases in the prime rate during 2025, the interest rate as of December 31, 2025 was 6.25%. As of December 31, 2025, the Company had an overnight borrowing advance for $73,000,000 outstanding with an interest rate of 4.02%. At December 31, 2024, the Company had an overnight borrowing advance with the FHLB for $35,000,000 with an interest rate of 5.70%.

The cost of all interest-bearing liabilities was 2.36% for 2025, compared to 2.76% and 1.59% for 2024 and 2023, respectively.  The cost of total deposits was 1.41% for the year ended December 31, 2025, compared to 1.53% and 0.72% for the years ended December 31, 2024 and 2023, respectively. Average non-interest bearing demand deposits increased $26,518,000 to $1,052,129,000 in 2025 compared to $1,025,611,000 for 2024 and $987,906,000 for 2023. The ratio of average non-interest demand deposits to average total deposits decreased to 34.90% for 2025 compared to 38.62% and 45.84% for 2024 and 2023, respectively.

Net Interest Income before Provision for Credit Losses

Net interest income before provision for credit losses for 2025 increased $25,813,000 or 23.39% to $136,180,000 compared to $110,367,000 for 2024. The increase in 2025 was a result of an increase in average assets and from yield changes and asset mix changes. The increase in average earnings assets and liabilities was due to a full year in 2025 from the 2024 merger with Community West Bancshares. The net interest margin (NIM) increased 39 basis points. Yield on interest earning assets increased 20 basis points. The increase in net interest margin in the period-to-period comparison resulted primarily from the increase in yield and volume of loans partially offset by a decrease in the yield and volume of interest-bearing liabilities.

Net interest income before provision for credit losses increased $27,938,000 in 2024 compared to 2023, primarily due yield changes, asset mix changes, and an increase in average earnings assets, offset by an increase in average interest bearing

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liabilities. Average interest-earning assets were $3,316,150,000 for the year ended December 31, 2025 with a NIM of 4.15% compared to $2,974,451,000 with a NIM of 3.76% in 2024, and $2,347,311,000 with a NIM of 3.58% in 2023. For a discussion of the repricing of our assets and liabilities, refer to Quantitative and Qualitative Disclosure about Market Risk.

Non-Interest Income

Non-interest income is comprised of customer service charges, gains (losses) on sales and calls of investment securities, income from appreciation in cash surrender value of bank owned life insurance, loan placement fees, Federal Home Loan Bank dividends, and other income. Non-interest income was $10,488,000 in 2025 compared to $6,445,000 and $7,020,000 in 2024 and 2023, respectively. The $4,043,000 or 62.73% increase in non-interest income in 2025 was driven by a decrease of $4,158,000 in net realized losses on sales and calls of investment securities, partially offset by a decrease in other income of $362,000, $340,000 in loan placement fees and a $130,000 decrease in service charge income.

Income from customer service charges increased $230,000 to $2,028,000 in 2025 compared to $1,798,000 in 2024. The increase in service charge fees in 2025 was due to the merger and increased customer base. Service charges were $1,503,000 in 2023.

During the year ended December 31, 2025, we realized net losses on sales and calls of investment securities of $41,000, compared to net losses of $4,199,000 and $907,000 in 2024 and 2023, respectively. The net losses in all years were the results of partial restructuring of the investment portfolio designed to improve the future performance of the portfolio. Realized losses recorded in 2025 and 2024 were the result of strategic decisions to reduce the overall impact of the Company’s investment portfolio and fund loan growth. See Note 3 to the audited Consolidated Financial Statements for more detail.

Income from the appreciation in cash surrender value of bank owned life insurance (BOLI) totaled $1,497,000 in 2025 compared to $1,325,000 and $1,035,000 in 2024 and 2023, respectively. The Bank’s salary continuation and deferred compensation plans and the related BOLI are used as retention tools for directors and key executives of the Bank.

Interchange fees totaled $1,948,000 in 2025 compared to $2,078,000 and $1,780,000 in 2024 and 2023, respectively.

The Company earns loan placement fees from the brokerage of single-family residential mortgage loans provided for the convenience of our customers. Loan placement fees decreased $340,000 in 2025 to $844,000 compared to $1,184,000 in 2024 and $584,000 in 2023.

The Bank holds stock from the Federal Home Loan Bank in relationship with its borrowing capacity and generally receives quarterly dividends. As of December 31, 2025 and 2024, we held FHLB stock totaling $10,978,000 and $10,978,000, respectively. Dividends in 2025 increased to $960,000 compared to $796,000 in 2024 and $498,000 in 2023.

Other income decreased to $3,094,000 in 2025 compared to $3,456,000 and $2,125,000 in 2024 and 2023, respectively. The decrease in other income is primarily attributed to changes in fair value of other equity investments.

Non-Interest Expenses

Salaries and employee benefits, occupancy and equipment, regulatory assessments, acquisition and integration-related expenses, data processing expenses, ATM/Debit card expenses, license and maintenance contract expenses, information technology, and professional services (consisting of audit, accounting, consulting and legal fees) are the major categories of non-interest expenses. Non-interest expenses decreased $4,315,000 or 4.56% to $90,386,000 in 2025 compared to $94,701,000 in 2024, and $55,300,000 in 2023. The decreases in various non-interest expense categories consisted of a decrease of $8,816,000 in merger expenses, $588,000 in data processing expense, $435,000 in professional services, and $161,000 in ATM/Debit card expenses in 2025 compared to 2024.

Our efficiency ratio, measured as the percentage of non-interest expenses (exclusive of amortization of core deposit intangibles, other real estate owned, and repossessed asset expenses) to net interest income before provision for credit losses plus non-interest income (exclusive of realized gains or losses on sale and calls of investments) was 61.63% for 2025 compared to 81.07% for 2024 and 61.82% for 2023. The decrease in the efficiency ratio in 2025 compared to 2024 was due to the decrease in non-interest expense.

Salaries and employee benefits increased $1,371,000 or 2.83% to $49,841,000 in 2025 compared to $48,470,000 in 2024 and $31,367,000 in 2023. Full time equivalents were 338 for the year ended December 31, 2025 compared to 356 for the year ended

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December 31, 2024. The increase in salaries and employee benefits in 2025 compared to 2024 was from the increases in salary to reflect current market conditions.

For the years ended December 31, 2025, 2024, and 2023, the compensation cost recognized for equity-based compensation was $1,158,000, $879,000 and $858,000, respectively. As of December 31, 2025, there was $1,354,000 of total unrecognized compensation cost related to non-vested equity-based compensation arrangements granted under all plans. The cost is expected to be recognized over a weighted average period of 2.13 years. See Notes 1 and 14 to the audited Consolidated Financial Statements for more detail. The Company issued 390,462 options to purchase common stock to previous option holders of Community West Bancshares as part of the merger during 2024. No options to purchase shares of the Company’s common stock were issued during the years ending December 31, 2025 and 2023. Restricted common stock awards of 79,033, 72,360, and 69,692 shares were awarded in 2025, 2024, and 2023, respectively.

Occupancy and equipment expense increased $1,951,000 or 20.58% to $11,430,000 in 2025 compared to $9,479,000 in 2024 and $5,726,000 in 2023. The Company made no changes in its depreciation expense methodology. The Company operated 26 full-service offices at December 31, 2025 and 19 full-service offices at December 31, 2024.

Regulatory assessments were $1,994,000 in 2025 compared to $1,837,000 and $1,312,000 in 2024 and 2023, respectively. The assessment base for calculating the amount owed is based on the formula of average assets minus average tangible equity.

Information technology expense increased $1,197,000 to $7,137,000 for the year ended December 31, 2025 compared to $5,940,000 and $3,616,000 in 2024 and 2023, respectively. Data processing expenses were $3,160,000 in 2025 compared to $3,748,000 in 2024 and $2,621,000 in 2023. Professional services decreased $435,000 in 2025 to $2,390,000 compared to $2,825,000 in 2024.

The following table shows significant components of other non-interest expense for the periods indicated:

For the Twelve Months Ended December 31,
(Dollars in thousands)202520242023
Telephone expenses$949$787$439
Internet banking expense804319158
Donations, including Community Reinvestment Act (CRA) donations781701326
Travel expense723537162
Meetings and meals682382184
Armored car and courier service573507266
General insurance464278255
Business development and entertainment441618210
Stationery and supplies417331153
Remote deposit capture277218163
Operating losses267375214
Alarm and security service expense234267146
Education and training173263220
Association expense162145121
Risk management expense9699142
Service charge fee expense7985101
Other9301,6221,110
Total other non-interest expense$8,052$7,534$4,370

Provision for Income Taxes

Our effective income tax rate was 27.3% for 2025 compared to 30.3% for 2024 and 24.5% for 2023. The Company reported an income tax provision of $14,360,000, $3,332,000, and $8,304,000 for the years ended December 31, 2025, 2024, and 2023, respectively.

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Some items of income and expense are recognized in different years for tax purposes than when applying generally accepted accounting principles leading to timing differences between the Company’s actual tax liability, and the amount accrued for this liability based on book income. These temporary differences comprise the “deferred” portion of the Company’s tax expense or benefit, which is accumulated on the Company’s books as a deferred tax asset or deferred tax liability until such time as they reverse.

Realization of the Company’s deferred tax assets is primarily dependent upon the Company generating sufficient future taxable income to obtain benefit from the reversal of net deductible temporary differences and the utilization of tax credit carryforwards and the net operating loss carryforwards for Federal and California state income tax purposes. The amount of deferred tax assets considered realizable is subject to adjustment in future periods based on estimates of future taxable income. Under generally accepted accounting principles, a valuation allowance is required to be recognized if it is “more likely than not” that the deferred tax assets will not be realized. The determination of the realization of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, including forecasts of future income, cumulative losses, applicable tax-planning strategies, and assessments of current and future economic and business conditions.

The Company had net deferred tax assets of $37,461,000 and $46,421,000 at December 31, 2025 and 2024, respectively. After consideration of the matters in the preceding paragraph, the Company determined that it is more likely than not that the net deferred tax assets at December 31, 2025 and 2024 will be fully realized in future years.

FINANCIAL CONDITION

Summary of Changes in Consolidated Balance Sheets

Total assets were $3,690,317,000 as of December 31, 2025, compared to $3,521,771,000 at December 31, 2024, an increase of 4.79% or $168,546,000. Total gross loans were $2,540,857,000 at December 31, 2025, compared to $2,334,221,000 at December 31, 2024, an increase of $206,636,000 or 8.85%. Total cash and cash equivalents decreased 1.17% or $1,414,000 to $118,984,000 at December 31, 2025 compared to $120,398,000 at December 31, 2024. The investment portfolio decreased 2.77% or $21,734,000 to $763,324,000 at December 31, 2025 compared to $785,058,000 at December 31, 2024. Total deposits increased 6.34% or $184,497,000 to $3,095,274,000 at December 31, 2025, compared to $2,910,777,000 at December 31, 2024. Shareholders’ equity increased 12.93% or $46,903,000 to $409,588,000 at December 31, 2025, compared to $362,685,000 at December 31, 2024. The increase in shareholders’ equity was driven by the retention of earnings, issuance of common stock, and the change in unrealized loss, partially offset by dividends paid. Accrued interest payable and other liabilities was $42,929,000 at December 31, 2025, compared to $44,978,000 at December 31, 2024, an decrease of 4.56% or $2,049,000.

Fair Value

The Company measures the fair value of its financial instruments utilizing a hierarchical framework associated with the level of observable pricing scenarios utilized in measuring financial instruments at fair value. The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of the observable pricing scenario. Financial instruments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of observable pricing and a lesser degree of judgment utilized in measuring fair value.  Conversely, financial instruments rarely traded or not quoted will generally have little or no observable pricing and a higher degree of judgment utilized in measuring fair value. Observable pricing scenarios are impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction.

See Note 17 of the Notes to Consolidated Financial Statements for additional information about the level of pricing transparency associated with financial instruments carried at fair value.

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Investments

The following table reflects the balances for each category of securities at year end (in thousands):

Amortized Cost at December 31,
Available-for-Sale Securities202520242023
U.S. Treasury securities$9,996$9,994$9,990
U.S. Government agencies6670102
Obligations of states and political subdivisions180,395183,766198,070
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations67,58876,73288,874
Private label mortgage and asset backed securities250,575265,302372,610
Corporate debt securities463470
Total Available-for-Sale Securities$509,083$536,334$669,646
Amortized Cost at December 31,
Held-to-Maturity Securities202520242023
Obligations of states and political subdivisions$192,308$192,156$192,070
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations11,44311,09510,758
Private label mortgage and asset backed securities51,39753,06654,579
Corporate debt securities32,40946,19846,086
Total Held-to-Maturity Securities$287,557$302,515$303,493

Our investment portfolio consists of U.S. Government sponsored entities and agencies collateralized by mortgage backed obligations and obligations of states and political subdivision securities and are classified at the date of acquisition as available-for-sale or held-to-maturity. As of December 31, 2025, investment securities with a fair value of $458,405,000, or 60.05% of our investment securities portfolio, were held as collateral for public funds, short and long-term borrowings, treasury, tax, and for other purposes. Our investment policies are established by the Board of Directors and implemented by our Investment/Asset Liability Committee. They are designed primarily to provide and maintain liquidity, to enable us to meet our pledging requirements for public money and borrowing arrangements, to generate a favorable return on investments without incurring undue interest rate and credit risk, and to complement our lending activities.

The total investment portfolio decreased $21,734,000 to $763,324,000 at December 31, 2025 compared to $785,058,000 at December 31, 2024.  The fair value of the available-for-sale investment portfolio reflected a net unrealized loss of $39,673,000 at December 31, 2025, compared to net unrealized losses of $59,221,000 at December 31, 2024 and $49,999,000 at December 31, 2024.

Losses recognized in 2025, 2024, and 2023 were incurred in order to reposition the investment securities portfolio based on the current rate environment. As market interest rates or risks associated with a security’s issuer continue to change and impact the actual or perceived values of investment securities, the Company may determine that selling these securities and using proceeds to purchase securities that fit with the Company’s current risk profile is appropriate and beneficial to the Company.

The Board and management have had periodic discussions about our strategy for risk management in dealing with potential losses as interest rates rise. We have been managing the portfolio with an objective of optimizing risk and return in various interest rate scenarios. We do not attempt to predict future interest rates, but we analyze the cash flows of our investment portfolio in different interest rate scenarios in connection with the rest of our balance sheet to design an investment portfolio that optimizes performance.

The Company periodically evaluates each investment security for other-than-temporary impairment, relying primarily on industry analyst reports, observation of market conditions and interest rate fluctuations. The portion of the impairment that is attributable to a shortage in the present value of expected future cash flows relative to the amortized cost should be recorded as a current period charge to earnings. The discount rate in this analysis is the original yield expected at time of purchase.

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For those bonds that met the evaluation criteria, management obtained and reviewed the most recently published national credit ratings for those bonds. For those bonds that were obligations of states and political subdivisions with an investment grade rating by the rating agencies, management also evaluated the financial condition of the municipality and any applicable municipal bond insurance provider and concluded that no credit related impairment existed. There were no impairment losses recorded during the years ended December 31, 2025, 2024, or 2023.

The amortized cost, maturities and weighted average yield of investment securities at December 31, 2025 are summarized in the following table:

(Dollars in thousands)In one year or lessAfter one through five yearsAfter five through ten yearsAfter ten yearsTotal
Available-for-Sale SecuritiesAmountYieldAmountYieldAmountYieldAmountYieldAmountYield
Debt securities(1)
U.S. Treasury securities$%$9,9961.27%$%$%$9,9961.27%
U.S. Government agencies663.96663.96
Obligations of states and political subdivisions (2)23,8301.8320,0682.81136,4972.03180,3952.09
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations7,1804.335,0201.9455,3883.8767,5883.77
Private label residential mortgage and asset backed securities7,0474.432,5782.594,9883.13235,9622.31250,5752.39
Corporate Debt Securities46310.2246310.22
$7,0474.43%$44,0472.24%$30,0762.72%$427,9132.43%$509,0832.45%
(Dollars in thousands)In one year or lessAfter one through five yearsAfter five through ten yearsAfter ten yearsTotal
Held-to-Maturity SecuritiesAmountYieldAmountYieldAmountYieldAmountYieldAmountYield
Debt securities(1)
Obligations of states and political subdivisions (2)$%$29,1653.48%$63,9083.41%$99,2353.22%$192,3083.32%
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations11,4433.11%11,4433.11%
Private label residential mortgage and asset backed securities51,3973.61%51,3973.61%
Corporate Debt Securities5,8467.08%26,5634.40%32,4094.88%
$%$35,0114.08%$90,4713.70%$162,0753.33%$287,5573.54%

(1)Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.  Expected maturities will also differ from contractual maturities due to unscheduled principal pay downs.

(2)Not computed on a tax equivalent basis.

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Loans

Total loans, net of discounts, deferred costs, and allowance for credit losses increased $202,368,000 or 8.77% to $2,510,786,000 as of December 31, 2025, compared to $2,308,418,000 as of December 31, 2024.

The following table sets forth information concerning the composition of our loan portfolio as of December 31, 2025, 2024, 2023, 2022, and 2021.

20252024202320222021
Loan Type (Dollars in thousands)Amount% of Gross LoansAmount% of Total LoansAmount% of Total LoansAmount% of Total LoansAmount% of Total Loans
Commercial:
Commercial and industrial$156,7446.2%$143,4226.1%$105,4668.2%$141,19711.3%$136,60013.2%
Agricultural production34,1521.3%37,3231.6%33,5562.6%37,0072.9%40,8603.9%
Total commercial190,8967.5%180,7457.7%139,02210.8%178,20414.2%177,46017.1%
Real estate:
Construction & other land loans80,4523.2%67,8692.9%33,4722.6%109,1758.7%61,5865.9%
Commercial real estate - owner occupied368,60414.5%323,18813.9%215,14616.7%194,66315.5%212,23420.4%
Commercial real estate - non-owner occupied992,48639.1%913,16539.2%539,52241.9%464,80937.0%369,52935.6%
Farmland142,1005.6%139,8156.0%120,6749.4%119,6489.5%98,4819.5%
Multi-family residential199,1237.8%133,5955.7%61,3074.8%24,5862.0%26,0842.5%
1-4 family - close-ended111,7414.4%123,4455.3%96,5587.5%93,5107.5%33,3773.2%
1-4 family - revolving39,8181.6%35,4211.5%27,6482.1%30,0712.4%22,2462.1%
Total real estate1,934,32476.1%1,736,49874.5%1,094,32784.9%1,036,46282.6%823,53779.3%
Consumer:
Manufactured housing322,76112.7%%%%%
Other installment92,5893.6%415,10217.8%55,6064.3%40,2523.2%37,2433.6%
Total consumer415,35016.3%415,10217.8%55,6064.3%40,2523.2%37,2433.6%
Total loans, net of discount2,540,570100.0%2,332,345100.0%1,288,955100.0%1,254,918100.0%1,038,240100.0%
Net deferred origination fees2871,8761,8421,386871
Loans, net of discount and deferred origination fees2,540,8572,334,2211,290,7971,256,3041,039,111
Allowance for credit losses(30,071)(25,803)(14,653)(10,848)(9,600)
Total loans, net (1)$2,510,786$2,308,418$1,276,144$1,245,456$1,029,511
(1) Includes nonaccrual loans of:$6,955$6,461$$$946

At December 31, 2025, loans acquired in the CWB, FLB, SVB, and VCB acquisitions had a balance of $903,849,000, of which $30,218,000 were commercial loans, $563,980,000 were real estate loans, and $309,651,000 were consumer loans. At December 31, 2024, the acquired loans had a balance of $1,054,668,000, of which $39,237,000 were commercial loans, $654,181,000 were real estate loans, and $361,250,000 were consumer loans.

At December 31, 2025, in management’s judgment, a concentration of loans existed in real estate-related loans, representing 76.1% of total loans. This level of concentration is consistent with a concentration of 74.4% at December 31, 2024. The reduction in the concentration of real-estate related loans was primarily due to the merger which added more diversification of loan types through the acquired manufactured housing portfolio, which is a non-real estate consumer product. We believe that our commercial real estate loan underwriting policies and practices result in prudent extensions of credit, but recognize that our lending activities result in relatively high reported commercial real estate lending levels. Although we believe the loans within this real estate concentration have no more than the normal risk of collectability, a substantial decline in the performance of the economy in general or a decline in real estate values in our primary market areas, in particular, could have an adverse impact on collectability, increase the level of real estate-related nonperforming loans, or have other adverse effects which alone or in the aggregate could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In order to mitigate these risks, the Board reviews and approves concentration limits proposed by management. Exceptions to limitations of concentrations are reported to the Board of Directors at least quarterly. Additionally, the Company maintains policy guidelines for maximum loan to value ratios to mitigate the risk of general declines in real estate values. The Company performs regular risk assessments, portfolio monitoring of loans, and stress tests as part of its risk management policies to

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identify any negative trends within the portfolio.Within the commercial real estate portfolio, there is diversification of collateral type and geography throughout our footprint. The Company did not engage in any sub-prime mortgage lending activities during the years ended December 31, 2025 and 2024.

The following table presents the commercial real estate owner and non-owner occupied loan balances, associated percentage of commercial real estate concentrations of those sub-categories by collateral type as of the dates indicated:

December 31, 2025December 31, 2024
(Dollars in thousands)Loan Balance% of CategoryLoan Balance% of Category
Commercial real estate - owner occupied
Office$56,56515.35%59,95218.55%
Industrial & warehouse104,42728.33%86,87326.88%
Retail46,30012.56%35,04210.84%
Gas Stations65,98517.90%60,50318.72%
Restaurants22,0545.98%15,5344.81%
Other73,27319.88%65,28420.20%
Total$368,604100.00%323,188100.00%
Commercial real estate - non-owner occupied
Office$317,91732.03%253,88327.80%
Industrial & warehouse161,46616.27%153,19216.78%
Retail229,95423.17%188,46420.64%
Hospitality186,59918.80%163,96117.96%
Other96,5509.73%153,66516.84%
Total$992,486100.00%913,165100.00%

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Loan Maturities

The following table presents repricing data for our gross loans portfolio, broken out by loan type and repricing interval. This table provides insight into the timing of interest rate resets across different loan categories, offering a more detailed view of the portfolio’s sensitivity to changes in market rates:

Loan Type (Dollars in thousands)3 months or less3 - 12 months1 - 3 Years3 - 5 Years5 - 15 YearsOver 15 yearsTotal
Commercial:
Commercial and industrial$79,995$11,730$18,332$32,904$12,038$1,745$156,744
Agricultural production32,49751881,4481434,152
Total commercial112,49211,73518,52034,35212,0381,759190,896
Real estate:
Construction & other land loans$74,741$3,300$2,212$199$$80,452
Commercial real estate - owner occupied25,02743,43472,753161,71265,678368,604
Commercial real estate - non-owner occupied90,552122,326216,731348,085214,792992,486
Farmland13,38719,21427,66059,50521,688646142,100
Multi-family residential31,73911,11854,20465,98536,077199,123
1-4 family - close-ended14,6849,11611,88310,5419,25656,261111,741
1-4 family - revolving36,699323,08739,818
Total real estate286,829208,508385,443646,059350,57856,9071,934,324
Consumer:
Manufactured housing$2,543$55,922$29,851$25,741$62,053$146,651322,761
Other installment loans2704401,1522,51188,01020692,589
Total consumer2,81356,36231,00328,252150,063146,857415,350
Gross loans$402,134$276,605$434,966$708,663$512,679$205,523$2,540,570
% of total15.83%10.89%17.12%27.89%20.18%8.09%100.00%

The following table presents information concerning loan maturities and sensitivity to changes in interest rates of the indicated categories of our loan portfolio, as well as loans in those categories maturing after one year that have fixed or floating interest rates at December 31, 2025.

(Dollars in thousands)One Year or LessAfter One Through Five YearsAfter Five Through Fifteen YearsAfter Fifteen YearsTotal
Loan Maturities:
Commercial and agricultural$58,425$101,003$29,459$2,009$190,896
Real estate construction and other land loans47,47532,214640,00012380,452
Other real estate107,970549,564969,304227,0341,853,872
Manufactured housing28,0002,36230,242290,129322,761
Other installment6223,73888,01021992,589
Total loans, net of discount$214,520$688,881$1,117,655$519,514$2,540,570
Sensitivity to Changes in Interest Rates:
Loans with fixed interest rates$65,565$359,082$400,206$205,524$1,030,377
Loans with floating interest rates (1)148,955329,799717,449313,9901,510,193
Total loans, net of discount$214,520$688,881$1,117,655$519,514$2,540,570
(1) Includes floating rate loans which are currently at their floor rate in accordance with their respective loan agreement$69,748$105,675$401,264$154,157$730,844

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Nonperforming Assets

Nonperforming assets consist of nonperforming loans, other real estate owned (OREO), and repossessed assets. Nonperforming loans are those loans which have (i) been placed on nonaccrual status; (ii) been classified as doubtful under our asset classification system; or (iii) become contractually past due 90 days or more with respect to principal or interest and have not been restructured or otherwise placed on nonaccrual status. A loan is classified as nonaccrual when 1) it is maintained on a cost recovery method because of deterioration in the financial condition of the borrower; 2) payment in full of principal or interest under the original contractual terms is not expected; or 3) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection. We measure all loans placed on nonaccrual status for impairment based on the fair value of the underlying collateral or the net present value of the expected cash flows.

Our consolidated financial statements are prepared on the accrual basis of accounting, including the recognition of interest income on loans. Interest income from nonaccrual loans is recorded only if collection of principal in full is not in doubt and when cash payments, if any, are received.

Loans are placed on nonaccrual status and any accrued but unpaid interest income is reversed and charged against income when the payment of interest or principal is 90 days or more past due. Loans in the nonaccrual category are treated as nonaccrual loans even though we may ultimately recover all or a portion of the interest due. These loans return to accrual status when the loan becomes contractually current, future collectability of amounts due is reasonably assured, and a minimum of six months of satisfactory principal repayment performance has occurred. See Note 4 of the Company’s audited Consolidated Financial Statements in Item 8 of this Annual Report.

At December 31, 2025, there were $6.96 million nonperforming assets compared to $6.46 million as of December 31, 2024. Total nonperforming assets at December 31, 2025, included $6.96 million nonaccrual loans, no OREO, and $34,000 in repossessed assets. See Note 4 of the Company’s audited Consolidated Financial Statements in Item 8 of this Annual Report concerning our recorded investment in loans for which impairment has been recognized.

A summary of nonaccrual, restructured, and loans past due by more than 90 days at December 31, 2025, 2024, 2023, 2022, and 2021 is set forth below. The Company had no loans past due more than 90 days and still accruing interest at December 31, 2025 and 2024.  Management is not aware of any potential problem loans, which were current and accruing at December 31, 2025, where serious doubt existed as to the ability of the borrower to comply with the present repayment terms. Management can give no assurance that nonaccrual and other nonperforming loans will not increase in the future.

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Composition of Nonaccrual, Past Due 90 Days or More, and Restructured Loans

(As of December 31, Dollars in thousands)20252024202320222021
Nonaccrual loans:
Commercial:
Commercial and industrial$1,533$120$$312
Agricultural production634
Real estate:
Construction and other land loans2,335
Commercial real estate - owner occupied1012,398
Commercial real estate - non-owner occupied530378
Farmland1,525
1-4 family1,697
Consumer:
Manufactured housing1,4851,215
Consumer and installment8415
Restructured loans (non-accruing):
Equity loans and line of credit
Total nonaccrual6,9556,461946
Accruing loans past due 90 days or more
Total nonperforming loans$6,955$6,461$$$946
Interest foregone$400$234$$132$99
Ratio of nonaccrual/nonperforming loans to total loans0.27%0.28%%%0.09%
Ratio of allowance for credit losses to nonaccrual/nonperforming loans432.37%399.37%NMNM539.28%

OREO represents real property taken either through foreclosure or through a deed in lieu thereof from the borrower. OREO is carried at the lesser of cost or fair market value less selling costs. As of December 31, 2025 and 2024, the Bank had no OREO properties. The Company held $34,000 and $0 in repossessed assets at December 31, 2025 and 2024, which would be included in other assets on the consolidated balance sheets.

Allowance for Credit Losses

We have established a methodology for determining the adequacy of the allowance for credit losses made up of collective and individually evaluated loans. The methodology is set forth in a formal policy and takes into consideration the need for an overall allowance for credit losses as well as specific allowances for individually evaluated loans. The allowance for credit losses is an estimate of expected credit losses in the Company’s loan portfolio.

The measurement of the allowance for credit losses on collectively evaluated loans is based on modeled expectations of lifetime expected credit losses utilizing national and local peer group historical losses, weighting of economic scenarios, and other relevant factors. The Company incorporates forward-looking information using macroeconomic scenarios, which include variables that are considered key drivers of credit losses within the portfolio. The Company uses a probability-weighted, multiple scenario forecast approach. These scenarios may consist of a base forecast representing the most likely scenario, or baseline, combined with downside and upside scenarios reflecting possibly worsening or improving economic conditions.

In originating loans, we recognize that losses will be experienced and that the risk of loss will vary with, among other things, the type of loan being made, the creditworthiness of the borrower over the term of the loan, general economic conditions and, in the case of a secured loan, the quality of the collateral securing the loan. The allowance is increased by provisions charged against earnings and recoveries, and reduced by net loan charge-offs. Loans are charged off when they are deemed to be uncollectible, or partially charged off when portions of a loan are deemed to be uncollectible. Recoveries are generally recorded only when cash payments are received.

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The allowance for credit losses is maintained to cover lifetime expected credit losses in the loan portfolio. The responsibility for the review of our assets and the determination of the adequacy lies with management and our Audit/Compliance Committee. They delegate the authority to the Chief Credit Officer (CCO) to determine the loss reserve ratio for each type of asset and to review, at least quarterly, the adequacy of the allowance based on an evaluation of the portfolio, past experience, prevailing market conditions, economic scenarios, amount of government guarantees, concentration in loan types and other relevant factors.

Management adheres to an internal asset review system designed to provide for timely recognition of problem assets and adequate valuation allowances of collateral dependent loans. The Company’s asset monitoring process includes the use of asset classifications to segregate the assets, largely loans and real estate, into various risk categories. The Company uses the various asset classifications as a means of measuring risk and determining the adequacy of valuation allowances by using a nine-grade system to classify assets. In general, all credit facilities exceeding 90 days of delinquency require classification and are placed on nonaccrual.

The following table summarizes the Company’s loan loss experience, as well as provisions and recoveries (charge-offs) to the allowance and certain pertinent ratios for the periods indicated:

(Dollars in thousands)20252024202320222021
Gross loans outstanding at December 31,$2,540,570$2,332,345$1,288,955$1,254,918$1,038,240
Average loans outstanding during the year$2,394,887$1,978,386$1,263,226$1,133,919$1,069,653
Allowance for credit losses:
Balance at beginning of year$25,803$14,653$10,848$9,600$12,915
Impact of adoption of ASU 2016-133,910
Allowance for PCD loans821
Loans charged off:
Commercial(169)(170)(636)(27)(46)
Agricultural production(507)
Real estate construction and other land loans
Consumer(222)(132)(53)(151)(221)
Total loans charged off(391)(809)(689)(178)(267)
Recoveries of loans previously charged off:
Commercial21064609367701
Commercial real estate5060319
1-4 family real estate707215
Consumer1291504559232
Total recoveries4593466694261,252
Net recoveries (charge-offs)68(463)(20)248985
Provision (credit) for credit losses4,20010,792(85)1,000(4,300)
Balance at end of year$30,071$25,803$14,653$10,848$9,600
Allowance for credit losses as a percentage of outstanding loan balance1.18%1.11%1.14%0.86%0.92%
Net recoveries (charge-offs) to average loans outstanding%(0.02)%%0.02%0.09%

Managing credits identified through the risk evaluation methodology includes developing a business strategy with the customer to mitigate our losses. Management continues to monitor these credits with a view to identifying as early as possible when, and to what extent, additional provisions may be necessary.

The allowance for credit losses is reviewed at least quarterly by the Company’s Board of Directors’ Audit/Compliance Committee. Reserves are allocated to loan portfolio segments using percentages which are based on both historical risk elements such as delinquencies and losses and predictive risk elements such as economic, competitive and environmental factors. We have adopted the specific reserve approach to allocate reserves to each individually analyzed asset for the purpose of estimating potential loss exposure. Although the allowance for credit losses is allocated to various portfolio categories, it is

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general in nature and available for the loan portfolio in its entirety. Additions may be required based on the results of independent loan portfolio examinations, regulatory agency examinations, or our own internal review process. Additions are also required when, in management’s judgment, the reserve does not properly reflect the potential loss exposure.

The allocation of the allowance for credit losses is set forth below:

20252024202320222021
Loan Type (Dollars in thousands)AmountPercent of Loans to Total LoansAmountPercent of Loans to Total LoansAmountPercent of Loans to Total LoansAmountPercent of Loans to Total LoansAmountPercent of Loans to Total Loans
Commercial:
Commercial and industrial$2,2126.17%$1,3636.14%$9488.20%$1,58511.20%$1,68913.10%
Agricultural production5351.34%3891.60%5272.60%2292.90%3203.90%
Real estate:
Construction & other land loans1,7513.17%2,0602.91%8482.60%1,6788.70%8125.90%
Commercial real estate - owner occupied3,49214.51%3,25313.85%1,94516.70%81415.40%1,35520.50%
Commercial real estate - non-owner occupied11,10239.07%10,01439.11%5,57441.79%4,38837.00%3,80535.60%
Farmland1,4235.59%1,3935.99%1,2549.30%8639.50%6979.50%
Multi-family residential2,1757.84%1,4865.72%6424.70%602.00%722.50%
1-4 family - close-ended1,4814.40%1,6255.29%1,4447.60%4657.60%1383.20%
1-4 family - revolving8921.57%6861.52%5202.10%1422.40%1182.10%
Consumer:
Manufactured housing3,69212.70%2,14713.81%%%%
Other installment1,3163.64%1,3873.98%9514.31%2843.20%3143.60%
Deferred loan fees, net%0.08%0.10%0.10%0.10%
Unallocated reserves%%%340%280%
Total allowance for credit losses$30,071100.00%$25,803100.00%$14,653100.00%$10,848100.00%$9,600100.00%

Loans are charged to the allowance for credit losses when the loans are deemed uncollectible. It is the policy of management to make additions to the allowance so that it remains adequate to cover all expected lifetime loan losses that exist in the portfolio at that time.

As of December 31, 2025, the allowance for credit losses (ACL) was $30,071,000, compared to $25,803,000 at December 31, 2024, a net increase of $4,268,000. Net recoveries totaled $68,000 for the twelve months ended December 31, 2025.

The balance of classified loans and loans graded special mention totaled $78,796,000 and $54,155,000 at December 31, 2025 and $44,294,000 and $17,384,000 at December 31, 2024, respectively. The balance of undisbursed commitments to extend credit on construction and other loans and letters of credit was $491,413,000 as of December 31, 2025, compared to $413,973,000 as of December 31, 2024. At December 31, 2025 and 2024, the balance of a contingent allocation for probable loan loss experience on unfunded obligations was $1,325,000 and $1,055,000, respectively. The contingent allocation for probable loan loss experience on unfunded obligations is calculated by management using appropriate, systematic, and consistently applied processes. While related to credit losses, this allocation is not a part of ACL and is considered separately as a liability for accounting and regulatory reporting purposes. Risks and uncertainties exist in all lending transactions and our management and Directors’ Loan Committee have established reserve levels based on economic uncertainties and other risks that exist as of each reporting period.

The ACL as a percentage of total loans was 1.18% at December 31, 2025, and 1.11% at December 31, 2024. Total loans include CWBC, FLB, SVB and VCB loans that were recorded at fair value in connection with the acquisitions of $903.8 million at December 31, 2025 and $1.1 billion at December 31, 2024.

Assumptions regarding the collateral value of various under-performing loans may affect the level and allocation of the allowance for credit losses in future periods. The allowance may also be affected by trends in the amount of charge-offs experienced or expected trends within different loan portfolios. However, the total reserve rates on collectively evaluated loan pools include quantitative factors which are systematically derived and consistently applied to reflect conservatively estimated losses at the date of the financial statements. Based on the above considerations and given recent changes in historical charge-

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off rates included in the ACL modeling and the changes in other factors, management determined that the ACL was appropriate as of December 31, 2025.

There were $6.96 million non-performing loans as of December 31, 2025 and $6.46 million as of December 31, 2024. The Company had no other real estate owned at December 31, 2025 or December 31, 2024. There were $34,000 and $0 in foreclosed assets recorded at December 31, 2025 and December 31, 2024, respectively. Management believes the ACL at December 31, 2025 is adequate based upon its ongoing analysis of the loan portfolio, historical loss trends and other factors. However, no assurance can be given that the Company may not sustain charge-offs which are in excess of the allowance in any given period.

Goodwill and Intangible Assets

Business combinations involving the Bank’s acquisition of the equity interests or net assets of another enterprise give rise to goodwill. Total goodwill at December 31, 2025 was $96,828,000 consisting of $43,051,000, $13,466,000, $10,394,000, $6,340,000, $14,643,000 and $8,934,000 representing the excess of the cost of CWBC, FLB, SVB, VCB, Service 1st, and Bank of Madera County, respectively, over the net amounts assigned to assets acquired and liabilities assumed in the transactions accounted for under the purchase method of accounting. The value of goodwill is ultimately derived from the Company’s ability to generate net earnings after the acquisitions and is not deductible for tax purposes. The fair values of assets acquired and liabilities assumed are subject to adjustment during the first twelve months after the acquisition date if additional information becomes available to indicate a more accurate or appropriate value for an asset or liability. A significant decline in net earnings, among other factors, could be indicative of a decline in the fair value of goodwill and result in impairment. For that reason, goodwill is assessed at least annually for impairment.

Management performed an annual impairment test in the third quarter of 2025 utilizing various qualitative factors. Management believes these factors are sufficient and comprehensive and as such, no further factors need to be assessed at this time. Based on management’s analysis performed, no impairment was required.

Goodwill is also assessed for impairment between annual tests if a triggering event occurs or circumstances change that may cause the fair value of a reporting unit to decline below its carrying amount. Management considers the entire Company to be one reporting unit. No such events or circumstances arose during for the twelve months ended December 31, 2025. Changes in the economic environment, operations of the reporting unit or other adverse events could result in future impairment charges which could have a material adverse impact on the Company’s operating results.

Intangible assets were represented by the estimated fair value of the core deposit relationships acquired in the 2024 acquisition of CWBC of $10,019,000. Core deposit intangibles were being amortized using the straight-line method over an estimated life of ten years from the date of acquisition.  The carrying value of intangible assets at December 31, 2025 was $$8,266,000, net of $1,002,000 in accumulated amortization expense. The carrying value of intangible assets at December 31, 2024 was $9,268,000, net of $751,000 in accumulated amortization expense. Management evaluates the remaining useful life to determine whether events or circumstances warrant a revision to the remaining periods of amortization. Based on prior evaluations, no changes to the remaining useful life was required. Amortization expense recognized was $1,002,000 for 2025, $751,000 for 2024 and $68,000 for 2023.

Deposits and Borrowings

The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up to applicable legal limits. All of a depositor’s accounts at an insured depository institution, including all non-interest bearing transactions accounts, will be insured by the FDIC up to the standard maximum deposit insurance amount of $250,000 for each deposit insurance ownership category.

Total deposits increased $184,497,000 or 6.34% to $3,095,274,000 as of December 31, 2025, compared to $2,910,777,000 as of December 31, 2024. Interest-bearing deposits increased $106,556,000 or 5.52% to $2,036,509,000 as of December 31, 2025, compared to $1,929,953,000 as of December 31, 2024.  Non-interest bearing deposits increased $77,941,000 or 7.95% to $1,058,765,000 as of December 31, 2025, compared to $980,824,000 as of December 31, 2024. Average non-interest bearing deposits to average total deposits was 34.90% for the twelve months ended December 31, 2025 compared to 38.62% for the same period in 2024. Based on FDIC deposit market share information published as of June 2025, our total market share of deposits in Fresno, Madera, San Joaquin, and Tulare counties was 4.41% in 2025 compared to 4.10% in 2024. Our total market share of deposits in San Luis Obispo, Santa Barbara, and Ventura counties was 1.21% in 2024. Our total market share of deposits in Merced County was 1.60% as of June 2025. Our total market share in the other counties as of June 2025 and 2024 we operate in (Kern, Placer, Sacramento, and Stanislaus) was less than 1.00%.

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The composition of the deposits and average interest rates paid at December 31, 2025 and December 31, 2024 is summarized in the table below.

(Dollars in thousands)December 31, 2025% of Total DepositsEffective RateDecember 31, 2024% of Total DepositsEffective Rate
Savings and NOW accounts$674,70421.8%0.73%$643,52422.1%0.28%
MMA accounts858,35427.7%2.31%843,14529.0%2.67%
Time deposits503,45116.3%3.79%443,28415.2%4.85%
Total interest-bearing2,036,50965.8%2.17%1,929,95366.3%2.49%
Non-interest bearing1,058,76534.2%980,82433.7%
Total deposits$3,095,274100.0%$2,910,777100.0%

We have no known foreign deposits. The following table sets forth the average amount of and the average rate paid on certain interest-bearing deposit categories which were in excess of 10% of average total deposits for the years ended December 31, 2025, 2024, and 2023.

202520242023
(Dollars in thousands)BalanceRateBalanceRateBalanceRate
Savings and NOW accounts$616,8250.73%$481,4470.30%$473,1020.13%
MMA accounts$868,9712.31%$759,2032.67%$531,0131.68%
Time deposits$476,6073.79%$389,6674.85%$163,2203.68%
Total interest-bearing deposits$1,962,4032.17%$1,630,3172.49%$1,167,3351.33%

The following table sets forth the maturity of time certificates of deposit and other time deposits of $250,000 or more at December 31, 2025.

(In thousands)
Three months or less$28,027
Over 3 through 12 months28,997
Over 1 year through 3 years5,110
Over 3 years323
$62,457

As of December 31, 2025, the Company had $398,298,000 in brokered time deposits compared to $329,761,000 as of December 31, 2024.

As of December 31, 2025 and December 31, 2024, uninsured deposits totaled $1,185,000,000 and $1,029,929,000, respectively.

We maintain a line of credit with the FHLB collateralized by government securities and loans. Refer to Liquidity section below for further discussion of FHLB advances. The Bank had unsecured lines of credit with its correspondent banks which, in the aggregate, amounted to $110,000,000 at December 31, 2025 and 2024, at interest rates which vary with market conditions. As of December 31, 2025 and 2024, the Company had $73,000,000 and $35,000,000 in overnight borrowings.

The Company’s uninsured balances with correspondent banks totaled $18,157,000 and $14,263,000 at December 31, 2025 and 2024, respectively.

Capital Resources

Capital serves as a source of funds and helps protect depositors and shareholders against potential losses.  Historically, the primary sources of capital for the Company have been internally generated capital through retained earnings and the issuance of common and preferred stock.

The Company has historically maintained substantial levels of capital.  The assessment of capital adequacy is dependent on several factors including asset quality, earnings trends, liquidity and economic conditions.  Maintenance of adequate capital levels is integral to providing stability to the Company.  The Company needs to maintain substantial levels of regulatory capital

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to give it maximum flexibility in the changing regulatory environment and to respond to changes in the market and economic conditions.

Our shareholders’ equity was $409,588,000 as of December 31, 2025, compared to $362,685,000 as of December 31, 2024.  The increase in shareholders’ equity is the result of an increase in comprehensive income of $15,491,000, the increase in retained earnings from our net income of $38,168,000, the effect of share-based compensation expense of $1,158,000, proceeds from stock options exercised of $1,093,000, and stock issued under our employee stock purchase plan of $306,000. These increases were partially offset by the payment of common stock cash dividends of $9,162,000 and repurchase of common stock of $151,000.

During 2025, the Bank declared and paid cash dividends to the Company in the amount of $14,200,000 in connection with the cash dividends to the Company’s shareholders, and expenditures paid by the Company, approved by the Company’s Board of Directors. The Company declared and paid a total of $9,162,000 or $0.48 per common share cash dividend to shareholders of record during the year ended December 31, 2025. During the year ended December 31, 2025, the Company repurchased and retired common stock in the amount of $151,000 in connection with amounts withheld for the vesting of equity awards for tax obligations.

During 2024, the Bank declared and paid cash dividends to the Company in the amount of $14,000,000 in connection with the cash dividends to the Company’s shareholders, and expenditures paid by the Company, approved by the Company’s Board of Directors. The Company declared and paid a total of $8,230,000 or $0.48 per common share cash dividend to shareholders of record during the year ended December 31, 2024. During the year ended December 31, 2024, the Company repurchased and retired common stock in the amount of $38,000.

During 2023, the Bank declared and paid cash dividends to the Company in the amount of $6,963,000 in connection with the cash dividends to the Company’s shareholders, and expenditures paid by the Company, approved by the Company’s Board of Directors. The Company declared and paid a total of $5,657,000 or $0.48 per common share cash dividend to shareholders of record during the year ended December 31, 2023. During the year ended December 31, 2023, the Company repurchased and retired common stock in the amount of $1,000.

The following table sets forth certain financial ratios for the years ended December 31, 2025, 2024, and 2023.

202520242023
Net income:
To average assets1.07%0.24%1.04%
To average shareholders’ equity9.92%2.42%13.81%
Dividends declared per share to net income per share23.88%106.67%22.12%
Average shareholders’ equity to average assets10.75%9.94%7.51%

Management considers capital requirements as part of its strategic planning process. The strategic plan calls for continuing increases in assets and liabilities, and the capital required may therefore be in excess of retained earnings. The ability to obtain capital is dependent upon the capital markets as well as our performance. Management regularly evaluates sources of capital and the timing required to meet its strategic objectives.

The Board of Governors, the FDIC and other federal banking agencies have issued risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations for both transactions reported on the balance sheet as assets, and transactions, such as letters of credit and recourse arrangements, which are reported as off-balance-sheet items.

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The following table presents the Company’s regulatory capital ratios as of December 31, 2025 and December 31, 2024:

(Dollars in thousands)Actual RatioMinimum regulatory requirement (1)
December 31, 2025AmountRatioAmountRatio
Tier 1 Leverage Ratio$349,4309.80%142,6324.00%
Common Equity Tier 1 Ratio (CET 1)$344,43011.56%134,0724.50%
Tier 1 Risk-Based Capital Ratio$349,43011.73%178,7626.00%
Total Risk-Based Capital Ratio$416,14513.97%238,3508.00%
December 31, 2024
Tier 1 Leverage Ratio$316,3439.17%138,0184.00%
Common Equity Tier 1 Ratio (CET 1)$311,34311.15%125,6324.50%
Tier 1 Risk-Based Capital Ratio$316,34311.33%167,5106.00%
Total Risk-Based Capital Ratio$379,09113.58%223,3468.00%

The following table presents the Bank’s regulatory capital ratios as of December 31, 2025 and December 31, 2024:

(Dollars in thousands)Actual RatioMinimum regulatory requirement (1)Minimum requirement for “Well-Capitalized” Institution
December 31, 2025AmountRatioAmountRatioAmountRatio
Tier 1 Leverage Ratio$407,33711.44%$142,4474.00%$178,0595.00%
Common Equity Tier 1 Ratio (CET 1)$407,33713.70%$133,8397.00%$193,3246.50%
Tier 1 Risk-Based Capital Ratio$407,33713.70%$178,4538.50%$237,9378.00%
Total Risk-Based Capital Ratio$439,17314.77%$237,93710.50%$297,42110.00%
December 31, 2024
Tier 1 Leverage Ratio$377,41111.04%$138,0314.00%$172,5395.00%
Common Equity Tier 1 Ratio (CET 1)$377,41113.54%$125,4747.00%$181,2406.50%
Tier 1 Risk-Based Capital Ratio$377,41113.54%$167,2998.50%$223,0658.00%
Total Risk-Based Capital Ratio$405,42514.54%$223,06510.50%$278,83110.00%
(1) The minimum regulatory requirement threshold includes the capital conservation buffer of 2.50%.

The Company succeeded to all of the rights and obligations of the Service 1st Capital Trust I, a Delaware business trust, in connection with the acquisition of Service 1st as of November 12, 2008. The Trust was formed on August 17, 2006 for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by Service 1st. Under applicable regulatory guidance, the amount of trust preferred securities that is eligible as Tier 1 capital is limited to 25% of the Company’s Tier 1 capital on a pro forma basis. At December 31, 2025, all of the trust preferred securities that have been issued qualify as Tier 1 capital. The trust preferred securities mature on October 7, 2036, are redeemable at the Company’s option beginning five years after issuance, and require quarterly distributions by the Trust to the holder of the trust preferred securities at a variable interest rate which will adjust quarterly to equal the three-month SOFR plus 1.60%.

The Trust used the proceeds from the sale of the trust preferred securities to purchase approximately $5,155,000 in aggregate principal amount of Service 1st’s junior subordinated notes (the Notes). The Notes bear interest at the same variable interest rate during the same quarterly periods as the trust preferred securities. The Notes are redeemable by the Company on any January 7, April 7, July 7, or October 7 on or after October 7, 2012 or at any time within 90 days following the occurrence of certain events, such as: (i) a change in the regulatory capital treatment of the Notes (ii) in the event the Trust is deemed an investment company or (iii) upon the occurrence of certain adverse tax events. In each such case, the Company may redeem the Notes for their aggregate principal amount, plus any accrued but unpaid interest.

The Notes may be declared immediately due and payable at the election of the trustee or holders of 25% of the aggregate principal amount of outstanding Notes in the event that the Company defaults in the payment of any interest following the nonpayment of any such interest for 20 or more consecutive quarterly periods. Holders of the trust preferred securities are

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entitled to a cumulative cash distribution on the liquidation amount of $1,000 per security. For each January 7, April 7, July 7 or October 7 of each year, the rate will be adjusted to equal the three month SOFR plus 1.60%.  As of December 31, 2025, the rate was 5.77%. Interest expense recognized by the Company for the years ended December 31, 2025, 2024, and 2023 was $317,000, $367,000 and $360,000, respectively.

On November 12, 2021, the Company completed a private placement of $35.0 million aggregate principal amount of its fixed-to-floating rate subordinated notes (“Subordinated Debt”) due December 1, 2031. The Subordinated Debt initially bears a fixed interest rate of 3.13% per year. Commencing on December 1, 2026, the interest rate on the Subordinated Debt will reset each quarter at a floating interest rate equal to the then-current three month term SOFR plus 210 basis points. The Company may at its option redeem in whole or in part the Subordinated Debt on or after November 12, 2026 without a premium. The Subordinated Debt is treated as Tier 2 Capital for regulatory purposes.

On September 15, 2022, the Company entered into a $30.0 million loan agreement with Bell Bank. Initially, payments of interest only are payable in 12 quarterly payments commencing December 31, 2022. The senior debt has an interest rate of prime less a margin of 0.50%, with cap of 6.75%. Due to the decreases in the prime rate during 2025, the interest rate as of December 31, 2025 was 6.25%. Commencing December 31, 2025, 27 equal quarterly principal and interest payments are payable based on the outstanding balance of the loan on August 30, 2025 and an amortization of 48 quarters. A final payment of outstanding principal and accrued interest is due at maturity on September 30, 2032. Variable interest is payable at the prime rate (published by the Wall Street Journal) less 50 basis points. The loan is secured by the assets of the Company and a pledge of the outstanding common stock of Community West Bank, the Company’s banking subsidiary. The Company may prepay the loan without penalty with one exception. If the loan is prepaid prior to August 30, 2025 with funds received from a financing source other than Bell Bank, the Company will incur a 2% prepayment penalty. The loan contains customary representations, covenants, and events of default.

LIQUIDITY

Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include funding of securities purchases, providing for customers’ credit needs and ongoing repayment of borrowings. Our liquidity is actively managed on a daily basis and reviewed periodically by our management and Directors’ Asset/Liability Committees. This process is intended to ensure the maintenance of sufficient funds to meet our needs, including adequate cash flows for off-balance sheet commitments.

Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and, to a lesser extent, broker deposits, Federal funds facilities and advances from the Federal Home Loan Bank of San Francisco (FHLB).  These funding sources are augmented by payments of principal and interest on loans, the routine maturities and pay downs of securities from the securities portfolio, the stability of our core deposits and the ability to sell investment securities. As of December 31, 2025, the Company had unpledged securities totaling $338,235,000 available as a secondary source of liquidity and total cash and cash equivalents of $118,984,000. Cash and cash equivalents at December 31, 2025 decreased 1.17% compared to December 31, 2024. Primary uses of funds include withdrawal of and interest payments on deposits, origination and purchases of loans, purchases of investment securities, and payment of operating expenses.

To augment our liquidity, we have established Federal funds lines with various correspondent banks. At December 31, 2025, our available borrowing capacity includes approximately $110,000,000 in Federal funds lines with our correspondent banks and $709,391,000 in unused FHLB advances. At December 31, 2025, we were not aware of any information that was reasonably likely to have a material effect on our liquidity position.

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The following table reflects the Company’s credit lines, balances outstanding, and pledged collateral at December 31, 2025 and 2024:

Credit Lines (In thousands)December 31, 2025December 31, 2024
Unsecured Credit Lines
Credit limit$110,000$110,000
Balance outstanding$$
Federal Home Loan Bank
Credit limit$809,391$738,556
Balance outstanding, net of discount$73,000$133,442
Collateral pledged$1,446,828$1,236,732
Fair value of collateral$1,230,691$1,083,041
Federal Reserve Bank
Credit limit$3,411$3,669
Balance outstanding$$
Collateral pledged$3,910$4,406
Fair value of collateral$3,536$3,828

The liquidity of our parent company, Community West Bancshares, is primarily dependent on the payment of cash dividends by its subsidiary, Community West Bank, subject to limitations imposed by state and federal regulations.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with the accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make a number of judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expense in the financial statements. Various elements of our accounting policies, by their nature, involve the application of highly sensitive and judgmental estimates and assumptions. Some of these policies and estimates relate to matters that are highly complex and contain inherent uncertainties. It is possible that, in some instances, different estimates and assumptions could reasonably have been made and used by management, instead of those we applied, which might have produced different results that could have had a material effect on the financial statements.

We have identified the following accounting policies and estimates that, due to the inherent judgments and assumptions and the potential sensitivity of the financial statements to those judgments and assumptions, are critical to an understanding of our financial statements. We believe that the judgments, estimates and assumptions used in the preparation of the Company’s financial statements are appropriate. For a further description of our accounting policies, see Note 1 - Summary of Significant Accounting Policies in the financial statements included in this Form 10‑K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Allowance for Credit Losses

The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments). In addition, credit losses recognized on available-for-sale debt securities will be presented as an allowance as opposed to a write-down, based on management’s intent to sell the security or the likelihood the Company will be required to sell the security before recovery of the amortized cost basis. Our accounting for estimated loan losses is discussed and disclosed primarily in Note 1 and 4 to the consolidated financial statements under the heading “Allowance for Credit Losses”.

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In determining the ACL for loans, accruing loans with similar risk characteristics are generally evaluated collectively. To estimate expected losses the Company generally utilizes historical loss trends and the remaining contractual lives of the loan portfolios to determine estimated credit losses through a reasonable and supportable forecast period. The Company utilized a reasonable and supportable forecast period obtained the forecast data from Moody’s Analytics. Individual loan credit quality indicators, including historical credit losses, have been statistically correlated with various econometrics. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. The Company also considered the impact of portfolio concentrations, changes in underwriting practices, imprecision in its economic forecasts, and other risk factors that might influence its loss estimation process. Increases in external risk factors due to more pessimistic business and economic conditions could potentially increase estimated losses on existing loan balances within the ACL. While management utilizes its best judgment and information available, the ultimate adequacy of our allowance accounts is dependent upon a variety of factors beyond our control, including the performance of our portfolios, the economy and changes in interest rates.

Business Combinations

Business combinations are recorded using the acquisition method. We assign the value of the consideration transferred to acquire a business to the tangible assets, identifiable intangible assets acquired, and liabilities assumed on the basis of their fair values at the date of acquisition. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill.

The Company assesses the fair value of assets, including intangible assets, using a variety of methods, and each asset is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset. Some of the most significant assumptions used include the discount rate, forward-looking financial information, and estimated customer attrition rates. A change in one of these assumptions could have material changes on the value of the intangible assets and goodwill which will impact the amortization expense in future periods and the goodwill impairment evaluation.

INFLATION

The impact of inflation on a financial institution differs significantly from that exerted on other industries primarily because the assets and liabilities of financial institutions consist largely of monetary items. However, financial institutions are affected by inflation in part through non-interest expenses, such as salaries and occupancy expenses, and to some extent by changes in interest rates.

At December 31, 2025, we are aware that inflation may have an adverse impact on our consolidated financial position or results of operations. However, in the short term increased rates may continue to be a benefit by repricing a portion of our loan portfolio. Higher long term inflation rates may drive increases in operating expenses or have other adverse effects on our borrowers, making collection on extensions of credit more difficult for us. Refer to Quantitative and Qualitative Disclosures About Market Risk for further discussion.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001628280-25-013157.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2025-03-17. Report date: 2024-12-31.

ITEM 7 -MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s discussion and analysis should be read in conjunction with the Company’s audited Consolidated Financial Statements, including the Notes thereto, in Item 8 of this Annual Report.

INTRODUCTION

Effective April 1, 2024, Central Valley Community Bancorp, completed its merger transaction with Community West Bancshares. Shortly thereafter, Community West Bank, a wholly owned subsidiary of Community West Bancshares, merged with and into Central Valley Community Bank, a wholly owned subsidiary of Central Valley Community Bancorp, with Central Valley Community Bank being the surviving banking institution. Effective with these mergers, the names of Central Valley Community Bancorp and Central Valley Community Bank were changed to Community West Bancshares and Community West Bank, respectively.

Community West Bancshares (NASDAQ: CWBC) (the Company) was incorporated on February 7, 2000.  The formation of the holding company offered the Company more flexibility in meeting the long-term needs of customers, shareholders, and the communities it serves.  The Company currently has one bank subsidiary, Community West Bank (the Bank) and one business trust subsidiary, Service 1st Capital Trust 1. The Company’s market area includes Central California from Sacramento, California in the north to Bakersfield, California in the south and west to the Central California Coast.

During 2024, we focused on asset quality, liquidity, and capital adequacy.  We also focused on assuring that competitive products and services were made available to our clients while adjusting to the many new laws and regulations that affect the banking industry.

As of December 31, 2024, the Bank operated 26 full-service offices. Additionally, the Bank maintains an Agribusiness Center, and an SBA Lending Division.

OVERVIEW

Financial Highlights

The significant highlights for the Company as of or for the period ended December 31, 2024 included the following:

•Net income for 2024 was $7,666,000 compared to $25,536,000 and $26,645,000 for the years ended December 31, 2023 and 2022, respectively.

•Diluted earnings per share (EPS) for the year ended December 31, 2024 was $0.45, compared to $2.17 and $2.27 for the years ended December 31, 2023 and 2022, respectively.

•Total assets at December 31, 2024 were $3.52 billion compared to $2.43 billion at December 31, 2023.

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•Net loans increased $1.03 billion or 81%, and total assets increased $1.09 billion or 45% at December 31, 2024 compared to December 31, 2023.

•Total deposits increased 43% to $2.91 billion at December 31, 2024 compared to $2.04 billion at December 31, 2023.

•Total equity was $363 million at December 31, 2024 compared to $207 million at December 31, 2023.

•Total cost of deposits increased to 1.53% for the year ended December 31, 2024 compared to 0.72% for the year ended December 31, 2023.

•Average non-interest bearing demand deposit accounts as a percentage of total average deposits was 38.62% and 45.84% for the years ended December 31, 2024 and December 31, 2023, respectively.

•Net interest margin increased to 3.76% for the year ended December 31, 2024, from 3.58% for the year ended December 31, 2023.

•Return on average equity (“ROE”) for 2024 was 2.42% compared to 13.81% and 14.25% for 2023 and 2022, respectively.

•Return on average assets (“ROA”) for 2024 was 0.24% compared to 1.04% and 1.09% for 2023 and 2022, respectively.

•There were $6.46 million non-performing assets for the year ended December 31, 2024. Additionally, net loan charge-offs were $463,000 and loans delinquent more than 30 days were $9.84 million, compared to net loan charge-offs of $20,000 and loans delinquent more than 30 days of $3.74 million for the year ended December 31, 2023.

•Capital positions remain strong at December 31, 2024 with a 9.17% Tier 1 Leverage Ratio; a 11.15% Common Equity Tier 1 Ratio; a 11.33% Tier 1 Risk-Based Capital Ratio; and a 13.58% Total Risk-Based Capital Ratio.

Dividend Declared

The Company declared a $0.12 per common share cash dividend, payable on February 21, 2025 to shareholders of record on February 7, 2025.

Key Factors in Evaluating Financial Condition and Operating Performance

In evaluating our financial condition and operating performance, we focus on several key factors including:

•Return to our shareholders;

•Return on average assets and net interest margin;

•Asset quality;

•Asset growth;

•Capital adequacy;

•Operating efficiency; and

•Liquidity.

Return to Our Shareholders

One measure of our return to our shareholders is the return on average equity (ROE), which is a ratio that measures net income divided by average shareholders’ equity. Our ROE was 2.42% for the year ended 2024 compared to 13.81% and 14.25% for the years ended 2023 and 2022, respectively.

Our net income for the year ended December 31, 2024 decreased $17,870,000 compared to 2023 and decreased $1,109,000 in 2023 compared to 2022.  Contributing to the decrease during 2024, compared to 2023, was due to merger related expenses of $20,491,000, including a one-time provision for the expected credit losses of the acquired portfolio of $10,877,000. During 2023, net income compared to 2022 was primarily impacted by higher non-interest expenses, including $1,191,000 in merger related expenses.

Net interest income increased $27,938,000 primarily due to increased volume and rates from the merger with Community West Bancshares. For 2024, our net interest margin (NIM) increased 18 basis points to 3.76% compared to 3.58% in 2023 as a result of yield and asset mix changes. Net interest income was positively impacted by the accretion of the loan marks on acquired

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loans in the amount of $9,849,000 and $325,000 for the twelve months ended December 31, 2024 and 2023, respectively. In addition, net interest income before the provision for credit losses for the twelve months ended December 31, 2024 benefited by approximately $83,000 in nonrecurring income from prepayment penalties and payoff of loans, as compared to $165,000 for the twelve months ended December 31, 2023. Excluding these benefits, net interest income for the twelve months ended December 31, 2024 increased by $18,496,000 compared to the twelve months ended December 31, 2023.

Non-interest income decreased $575,000, or 8.19% in 2024 compared to 2023 primarily due to a $3,292,000 increase in net realized losses on sales and calls of investment securities partially offset by an increase of $1,629,000 in other income, an increase in loan placement fees of $309,000 and a increase in service charge income of $295,000. The increase in other income is primarily attributed to changes in fair value of other equity investments and increase in certain merchant fee activity.

Non-interest expenses increased $39,401,000 or 71.25% to $94,701,000 in 2024 compared to $55,300,000 in 2023. The net increase year over year was driven by the merger, which added seven banking centers and 131 additional full-time equivalent employees on April 1, 2024. The most notable increases were salaries and employee benefits of $17,103,000, merger related expenses of $8,423,000, occupancy expenses of $3,753,000, information technology of $2,324,000 and $1,127,000 in data processing.

The Company recorded an income tax provision of $3,332,000 for the twelve months ended December 31, 2024, compared to $8,304,000 for the twelve months ended December 31, 2023, and $8,496,000 for the twelve months ended December 31, 2022. Basic EPS was $0.45 for 2024 compared to $2.17 and $2.27 for 2023 and 2022, respectively.  Diluted EPS was $0.45 for 2024 compared to $2.17 and $2.27 for 2023 and 2022, respectively.

Return on Average Assets and Net Interest Margin

Our ROA is a ratio that measures our performance as a comparable figure with other banks and bank holding companies.  Our ROA for the year ended 2024 was 0.24% compared to 1.04% and 1.09% for the years ended December 31, 2023 and 2022, respectively.  The 2024 decrease of 80 basis points in ROA is primarily due to the decrease in net income due to merger related expenses, including a one-time provision for the expected credit losses of the acquired portfolio of $10,877,000.

Our net interest margin (fully tax equivalent basis) was 3.76% for the year ended December 31, 2024, compared to 3.58% and 3.52% for the years ended December 31, 2023 and 2022, respectively.  The increase in 2024 net interest margin compared to 2023, resulted from the increase in the yield on the Company’s loan portfolio and an increase in the balance of average interest earning assets.  The effective tax equivalent yield on total earning assets increased 101 basis points. This increase was partially offset by an increase in the cost of total interest-bearing liabilities, which increased 117 basis points to 2.76% for the year ended December 31, 2024. Our cost of total deposits in 2024 and 2023 was 1.53% and 0.72%, respectively, compared to 0.06% for the same period in 2022. Our net interest income before provision for credit losses increased $27,938,000 or 33.89% to $110,367,000 for the year ended 2024 compared to $82,429,000 and $79,566,000 for the years ended 2023 and 2022, respectively.

Asset Quality

For all banks and bank holding companies, asset quality has a significant impact on the overall financial condition and results of operations.  Asset quality is measured in terms of classified and nonperforming loans, and is a key element in estimating the future earnings of a company. There were $6.46 million nonperforming assets or nonperforming loans at December 31, 2024. There were no non-performing loans at December 31, 2023. The increase in nonperforming assets was primarily due to nonperforming assets acquired as of April 1, 2024 in connection with the merger. Also during 2024, there were $2.26 million in single family residential mortgages placed on non-accrual.

The Company had no other real estate owned at December 31, 2024, or December 31, 2023. No foreclosed assets were recorded at December 31, 2024 or December 31, 2023. Management maintains certain loans that have been brought current by the borrower (less than 30 days delinquent) on nonaccrual status until such time as management has determined that the loans are likely to remain current in future periods.

The allowance for credit losses as a percentage of outstanding loan balance was 1.11% as of December 31, 2024 and 1.14% as of December 31, 2023. The ratio of net charge-offs/(recoveries) to average loans was 0.02% as of December 31, 2024 and (0.002)% as of December 31, 2023.

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Asset Growth

As revenues from both net interest income and non-interest income are a function of asset size, the continued growth in assets has a direct impact in increasing net income and therefore ROE and ROA.  The majority of our assets are loans and investment securities, and the majority of our liabilities are deposits, and therefore the ability to generate deposits as a funding source for loans and investments is fundamental to our asset growth.  Due to the merger that closed on April 1, 2024, total assets increased 45% during 2024 to $3,521,771,000 as of December 31, 2024 from $2,433,426,000 as of December 31, 2023.  Total loans, net of discount increased 80.84% to $2,334,221,000 as of December 31, 2024, compared to $1,290,797,000 at December 31, 2023.  Total investment securities decreased $121,229,000 to $785,058,000 as of December 31, 2024 compared to $906,287,000 as of December 31, 2023.  Total deposits increased 43% to $2,910,777,000 as of December 31, 2024 compared to $2,041,612,000 as of December 31, 2023.

Our loan to deposit ratio at December 31, 2024 was 80.19% compared to 63.22% at December 31, 2023.

Capital Adequacy

At December 31, 2024, we had a total capital to risk-weighted assets ratio of 13.58%, a Tier 1 risk-based capital ratio of 11.33%, common equity Tier 1 ratio of 11.15%, and a leverage ratio of 9.17%.  At December 31, 2023, we had a total capital to risk-weighted assets ratio of 16.08%, a Tier 1 risk-based capital ratio of 13.07%, common equity Tier 1 ratio of 12.78%, and a leverage ratio of 9.18%.  At December 31, 2024, on a stand-alone basis, the Bank had a total risk-based capital ratio of 14.54%, a Tier 1 risk based capital ratio of 13.54%, common equity Tier 1 ratio of 13.54%, and a leverage ratio of 11.04%.  At December 31, 2023, the Bank had a total risk-based capital ratio of 17.74%, Tier 1 risk-based capital of 16.76% and a leverage ratio of 11.75%.  Note 13 of the audited Consolidated Financial Statements provides more detailed information concerning the Company’s capital amounts and ratios.

As of December 31, 2024, the Bank met or exceeded all of their capital requirements inclusive of the capital buffer. The Bank’s capital ratios exceeded the regulatory guidelines for a well-capitalized financial institution under the Basel III regulatory requirements at December 31, 2024.

Operating Efficiency

Operating efficiency is the measure of how efficiently earnings before taxes are generated as a percentage of revenue.  A lower ratio represents greater efficiency.  The Company’s efficiency ratio (operating expenses divided by net interest income plus non-interest income) was 81.07% for 2024 compared to 61.82% for 2023 and 57.30% for 2022.  The decline in the efficiency ratio in 2024 was due to the merger related expenses. The combination of the Company’s net interest income before provision for credit losses, plus non-interest income, increased 30.59% to $116,812,000 in 2024 compared to $89,449,000 in 2023 and $84,620,000 in 2022, while operating expenses increased 71.25% in 2024, 14.06% in 2023, and 1.06% in 2022.

Liquidity

Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include providing for customers’ credit needs, funding of securities purchases, and ongoing repayment of borrowings. Our liquidity is actively managed on a daily basis and reviewed periodically by our management and Directors’ Asset/Liability Committee. This process is intended to ensure the maintenance of sufficient funds to meet our needs, including adequate cash flows for off-balance sheet commitments. Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and, to a lesser extent, broker deposits, Federal funds facilities and advances from the Federal Home Loan Bank of San Francisco, or the Federal Reserve.  We have available unsecured lines of credit with correspondent banks totaling approximately $110,000,000 and secured borrowing lines of approximately $738,556,000 with the Federal Home Loan Bank. These funding sources are augmented by collection of principal and interest on loans, the routine maturities and pay downs of securities from our investment securities portfolio, the stability of our core deposits, and the ability to sell investment securities.  Primary uses of funds include origination and purchases of loans, withdrawals of and interest payments on deposits, purchases of investment securities, and payment of operating expenses.

We had liquid assets (cash and due from banks, interest-earning deposits in other banks, Federal funds sold, equity securities, and available-for-sale securities) totaling $604,097,000 or 17.15% of total assets at December 31, 2024 and $657,573,000 or 27.02% of total assets as of December 31, 2023.

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RESULTS OF OPERATIONS

For the Year Ended
December 31,December 31,December 31,
(In thousands, except share and per-share amounts)202420232022
Net interest income before provision for credit losses$110,367$82,429$79,566
Provision for credit losses11,113309995
Net interest income after provision for credit losses99,25482,12078,571
Total non-interest income6,4457,0205,054
Total non-interest expenses94,70155,30048,484
Income before provision for income taxes10,99833,84035,141
Provision for income taxes3,3328,3048,496
Net income$7,666$25,536$26,645

Net income was $7,666,000 in 2024 compared to $25,536,000 and $26,645,000 in 2023 and 2022, respectively.  Basic earnings per share was $0.45, $2.17, and $2.27 for 2024, 2023, and 2022, respectively.  Diluted earnings per share was $0.45, $2.17, and $2.27 for 2024, 2023, and 2022, respectively.  ROE was 2.42% for 2024 compared to 13.81% for 2023 and 14.25% for 2022.  ROA for 2024 was 0.24% compared to 1.04% for 2023 and 1.09% for 2022.

Net income for the year ended December 31, 2024 decreased $17,870,000 compared to 2023 and decreased $1,109,000 in 2023 compared to 2022.  Contributing to the decrease during 2024, compared to 2023, were merger related expenses, including a one-time provision for the expected credit losses of the acquired portfolio of $10,877,000. During 2023, net income compared to 2022 was primarily impacted by higher non-interest expenses, including $1,191,000 of merger related expenses.

Statement Regarding use of Non-GAAP Financial Measures

Community West Bancshares’s financial results are presented in accordance with GAAP and refer to certain non-GAAP financial measures. Management believes that presentation of operating results using non-GAAP financial measures provides useful supplemental information to investors and facilitates the analysis of the Company’s core operating results and comparison of operating results across reporting periods. Management also uses non-GAAP financial measures to establish budgets and manage the Company’s business. A reconciliation of the GAAP financial measures to comparable non-GAAP financial measures is presented below.

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Reconciliation of GAAP and Non-GAAP Financial Measures

December 31,December 31,
(In thousands, except share and per-share amounts)20242023
NET INCOME:
Net income (GAAP)$7,666$25,536
Merger and conversion related costs:
Provision for credit losses on non-purchased credit deteriorated loans10,877
Personnel and severance3,639
Professional services2,2401,191
Data processing and information technology2,961
Other774
Total merger and conversion related costs, net of taxes20,4911,191
Loss on sale of investment securities4,199907
Income tax benefit of non-core expenses(7,298)(620)
Comparable net income (non-GAAP)$25,058$27,014
DILUTED EARNINGS PER SHARE:
Weighted average diluted shares17,179,79611,752,872
Diluted earnings per share (GAAP)$0.45$2.17
Comparable diluted earnings per share (non-GAAP)$1.46$2.30
RETURN ON AVERAGE ASSETS
Average assets$3,190,361$2,460,358
Return on average assets (GAAP)0.24%1.04%
Comparable return on average assets (non-GAAP)0.79%1.10%
RETURN ON AVERAGE EQUITY
Average stockholders' equity$317,142$184,878
Return on average equity (GAAP)2.42%13.81%
Comparable return on average equity (non-GAAP)7.90%14.61%
EFFICIENCY RATIO
Non-interest expense (GAAP)$94,701$55,300
Merger-related non-interest expenses(20,491)(1,191)
Non-interest expense (non-GAAP)74,21054,109
Net interest income (GAAP)110,36782,429
Non-interest income (GAAP)6,4457,020
Loss on sale of investment securities4,199907
Non-interest income (non-GAAP)$10,644$7,927
Efficiency ratio (GAAP)81.07%61.82%
Comparable efficiency ratio (non-GAAP)61.33%59.88%

Interest Income and Expense

The level of net interest income depends on several factors in combination, including yields on earning assets, the cost of interest-bearing liabilities, the relative volumes of earning assets and interest-bearing liabilities, and the mix of products which comprise the Company’s earning assets, deposits, and other interest-bearing liabilities. To maintain its net interest margin, the Company must manage the relationship between interest earned and paid.

The following Distribution, Rate and Yield table presents the average amounts outstanding for the major categories of the Company’s balance sheet, the average interest rates earned or paid thereon, and the resulting net interest margin on average interest earning assets for the periods indicated. Average balances are based on daily averages.

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SCHEDULE OF AVERAGE BALANCES, AVERAGE YIELDS AND RATES

Year Ended December 31, 2024Year Ended December 31, 2023Year Ended December 31, 2022
(Dollars in thousands)Average BalanceInterest Income/ ExpenseAverage Interest RateAverage BalanceInterest Income/ ExpenseAverage Interest RateAverage BalanceInterest Income/ ExpenseAverage Interest Rate
ASSETS
Interest-earning deposits in other banks$83,251$4,3555.23%$67,749$3,5765.28%$48,032$3910.81%
Securities
Taxable securities663,23020,3843.07%760,14023,4373.08%862,07920,0112.32%
Non-taxable securities (1)249,5846,9402.78%256,1967,0912.77%270,0148,4543.13%
Total investment securities912,81427,3242.99%1,016,33630,5283.00%1,132,09328,4652.51%
Total securities and interest-earning deposits996,06531,6793.18%1,084,08534,1043.15%1,180,12528,8562.45%
Loans (2) (3)1,978,386130,1666.58%1,263,22669,8035.53%1,133,64155,9074.93%
Total interest-earning assets2,974,451$161,8455.44%2,347,311$103,9074.43%2,313,766$84,7633.66%
Allowance for credit losses(22,635)(14,312)(10,005)
Nonaccrual loans2,421278
Cash and due from banks29,88427,67136,491
Bank premises and equipment20,29710,4658,092
Other assets185,94389,22390,772
Total average assets$3,190,361$2,460,358$2,439,394
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities:
Savings and NOW accounts$481,447$1,4640.30%$473,102$6110.13%$581,285$2320.04%
Money market accounts759,20320,2842.67%531,0138,9101.68%486,8238480.17%
Time certificates of deposit389,66718,9184.85%163,2206,0063.68%81,4731170.14%
Total interest-bearing deposits1,630,31740,6662.49%1,167,33515,5271.33%1,149,5811,1970.10%
Other borrowed funds178,6279,3555.24%86,2504,4625.17%63,7522,2253.49%
Total interest-bearing liabilities1,808,944$50,0212.76%1,253,585$19,9891.59%1,213,333$3,4220.28%
Non-interest bearing demand deposits1,025,611987,9061,006,511
Other liabilities38,66433,98932,532
Shareholders’ equity317,142184,878187,018
Total average liabilities and shareholders’ equity$3,190,361$2,460,358$2,439,394
Interest income and rate earned on average earning assets$161,8455.44%$103,9074.43%$84,7633.66%
Interest expense and interest cost related to average interest-bearing liabilities50,0212.76%19,9891.59%3,4220.28%
Net interest income and net interest margin (4)$111,8243.76%$83,9183.58%$81,3413.52%

(1)Interest income is calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling $1,457, $1,489, and $1,775 in 2024, 2023, and 2022, respectively.

(2)Loan interest income includes loan (costs)fees of $(622) in 2024, $(11) in 2023, and $274 in 2022.

(3)Average loans do not include nonaccrual loans.

(4)Net interest margin is computed by dividing net interest income by total average interest-earning assets.

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The following table sets forth a summary of the changes in interest income and interest expense due to changes in average asset and liability balances (volume) and changes in average interest rates for the periods indicated. The change in interest due to both rate and volume has been allocated to the change in rate.

Changes in Volume/RateFor the Years Ended December 31, 2024 Compared to 2023For the Years Ended December 31, 2023 Compared to 2022
(In thousands)VolumeRateNetVolumeRateNet
Increase (decrease) due to changes in:
Interest income:
Interest-earning deposits in other banks$818$(39)$779$160$3,025$3,185
Investment securities:
Taxable(2,988)(65)(3,053)(2,366)5,7923,426
Non-taxable (1)(183)32(151)(432)(931)(1,363)
Total investment securities(3,171)(33)(3,204)(2,798)4,8612,063
Loans39,51820,84560,3636,3907,50613,896
Total earning assets (1)37,16520,77357,9383,75215,39219,144
Interest expense:
Deposits:
Savings, NOW and MMA3,8388,38912,227338,4088,441
Time certificate of deposits8,3324,58012,9121175,7725,889
Total interest-bearing deposits12,17012,96925,13915014,18014,330
Other borrowed funds4,7781154,8937851,4522,237
Total interest bearing liabilities16,94813,08430,03293515,63216,567
Net interest income (1)$20,217$7,689$27,906$2,817$(240)$2,577

(1) Computed on a tax equivalent basis for securities exempt from federal income taxes.

Interest and fee income from loans increased $60,363,000 or 86.48% in 2024 compared to 2023.  Interest and fee income from loans increased $13,896,000 or 24.86% in 2023 compared to 2022.  The increase in 2024 is attributable to rate increases and an increase of $717,581,000 in average total loans outstanding.

Average total loans, including nonaccrual loans, for 2024 increased $717,581,000 to $1,980,807,000 compared to $1,263,226,000 for 2023 and $1,133,919,000 for 2022.  The yield on loans for 2024 was 6.58% compared to 5.53% and 4.93% for 2023 and 2022, respectively. The impact to interest income from the accretion of the loan marks on acquired loans was an increase to $9,849,000 from $325,000 for the years ended December 31, 2024 and 2023, respectively.

Interest income from total investment securities decreased $3,204,000 in the twelve months ended December 31, 2024 to $27,324,000 compared to $30,528,000 for 2022 and $28,465,000 for 2022.  The yield on average total investment securities decreased one basis point to 2.99% for the twelve months ended December 31, 2024 compared to 3.00% for 2023 and 2.51% for 2022. Average total amortized cost of investment securities for the twelve months ended December 31, 2024 decreased $103,522,000 or 10.19% to $912,814,000 compared to $1,016,336,000 for 2023 and $1,132,093,000 for 2022.

A significant portion of the investment portfolio is mortgage-backed securities (MBS) and collateralized mortgage obligations (CMOs).  At December 31, 2024, we held $302,857,000 or 38.90% of the total market value of the investment portfolio in MBS and CMOs with an average book yield of 2.94%.  We invested in CMOs and MBS as part of our overall strategy to increase our net interest margin.  CMOs and MBS by their nature are affected by prepayments which are impacted by changes in interest rates.  In a normal declining rate environment, prepayments from MBS and CMOs would be expected to increase and the expected life of the investment would be expected to shorten.  However, as interest rates have increased, prepayments have declined and the average life of the MBS and CMOs have extended.  Premium amortization and discount accretion of these investments affects our net interest income.  Management monitors the prepayment trends of these investments and adjusts premium amortization and discount accretion based on several factors.  These factors include the type of investment, the investment structure, interest rates, interest rates on new mortgage loans, expectation of interest rate changes, current economic conditions, the level of principal remaining on the bond, the bond coupon rate, the bond origination date, and volume of available bonds in market.  The calculation of premium amortization and discount accretion is by its nature inexact, and represents management’s best estimate of principal pay downs inherent in the total investment portfolio.

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The cumulative net-of-tax effect of the change in market value of the available-for-sale investment portfolio as of December 31, 2024 was an unrealized loss of $55,115,000 and is reflected in the Company’s equity.  At December 31, 2024, the effective duration of the available-for-sale investment portfolio was 4.02 years and the market value reflected a pre-tax unrealized loss of $59,221,000.  Management reviews market value declines on individual investment securities to determine whether there is a need to record impairment. For the years ended December 31, 2024, 2023, and 2022, no impairment was recorded. Future deterioration in the market values of our investment securities may require the Company to recognize unrealized losses.

Total interest income in 2024 increased $57,970,000 to $160,388,000 compared to $102,418,000 in 2023 and $82,988,000 in 2022, respectively.  The increase in 2024 was the result of the merger, yield changes and asset mix changes.  The tax-equivalent yield on interest earning assets increased to 5.44% for the year ended December 31, 2024 from 4.43% for the year ended December 31, 2023.  Average interest earning assets increased to $2,974,451,000 for the year ended December 31, 2024 compared to $2,347,311,000 for the year ended December 31, 2023.  Average interest-earning deposits in other banks increased $15,502,000 in 2024 compared to 2023.  Average yield on these deposits was 5.23% compared to 5.28% on December 31, 2024 and December 31, 2023 respectively.  Average investments and interest-earning deposits decreased $88,020,000 and the tax equivalent yield on those assets increased three basis points.  Average total loans increased $717,581,000 while the yield on average loans increased 105 basis points.

Interest expense on deposits in 2024 increased $25,139,000 or 161.91% to $40,666,000 compared to $15,527,000 in 2023 and increased $39,469,000 as compared to 2022.  The yield on interest-bearing deposits increased to 2.49% for the year ended December 31, 2024, compared to 1.33% for the year ended December 31, 2023.  The yield on interest-bearing deposits increased 123 basis points from 0.10% when comparing 2023 to 2022.  Average interest-bearing deposits were $1,630,317,000 for 2024 compared to $1,167,335,000 and $1,149,581,000 for 2023 and 2022, respectively.

Average other borrowings were $178,627,000 with an effective rate of 5.24% for 2024 compared to $86,250,000 with an effective rate of 5.17% for 2023.  Included in other borrowings are the junior subordinated debentures acquired from Service 1st Bancorp (“Service 1st”), subordinated debt, senior debt, advances on lines of credit, advances from the Federal Home Loan Bank (FHLB), and overnight borrowings.  The junior subordinated debentures carry a floating rate based on the three month SOFR plus a margin of 1.60%. The rate was 6.52% for 2024 and 7.26% for 2023. The subordinated debt, issued in 2021, bears a fixed interest rate of 3.130% per year. The senior debt has an interest rate cap of 6.75% which was reached in 2022. The FHLB long-term advances were recorded at fair value as of April 1, 2024 and included a discount of $4.4 million that is being amortized over the remaining life of the advances, which mature in April and June 2025. Additionally, there was one short-term FHLB advance outstanding as of December 31, 2024 with an interest rate of 4.52%.

The cost of all interest-bearing liabilities was 2.76% for 2024, compared to 1.59% and 0.28% for 2023 and 2022, respectively.  The cost of total deposits was 1.53% for the year ended December 31, 2024, compared to 0.72% and 0.06% for the years ended December 31, 2023 and 2022, respectively.  Average non-interest bearing demand deposits increased $37,705,000 to $1,025,611,000 in 2024 compared to $987,906,000 for 2023 and $1,006,511,000 for 2022. The ratio of average non-interest demand deposits to average total deposits decreased to 38.62% for 2024 compared to 45.84% and 46.68% for 2023 and 2022, respectively.

Net Interest Income before Provision for Credit Losses

Net interest income before provision for credit losses for 2024 increased $27,938,000 or 33.89% to $110,367,000 compared to $82,429,000 for 2023.  The increase in 2024 was a result of yield changes, asset mix changes, and an increase in average earning assets, offset by an increase in average interest bearing liabilities. The increase in average earnings assets and liabilities was due to the merger with Community West Bank. The net interest margin (NIM) increased eighteen basis points. Yield on interest earning assets increased 101 basis points.  The increase in net interest margin in the period-to-period comparison resulted primarily from the increase in yield and volume of loans partially offset by increase in the yield and volume of interest-bearing liabilities.

Net interest income before provision for credit losses increased $7,012,000 in 2023 compared to 2022, primarily due yield changes and asset mix changes. Average interest-earning assets were $2,974,451,000 for the year ended December 31, 2024 with a NIM of 3.76% compared to $2,347,311,000 with a NIM of 3.58% in 2023, and $2,313,766,000 with a NIM of 3.52% in 2022.  For a discussion of the repricing of our assets and liabilities, refer to Quantitative and Qualitative Disclosure about Market Risk.

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Non-Interest Income

Non-interest income is comprised of customer service charges, gains (losses) on sales and calls of investment securities, income from appreciation in cash surrender value of bank owned life insurance, loan placement fees, Federal Home Loan Bank dividends, and other income.  Non-interest income was $6,445,000 in 2024 compared to $7,020,000 and $5,054,000 in 2023 and 2022, respectively. The $575,000 or 8.19% decrease in non-interest income in 2024 was driven by an increase in net realized losses on sales and calls of investment securities, partially offset by an increase in other income, increase in loan placement fees and an increase in service charge income. The $1,966,000 or 39% improvement in non-interest income in 2023 was driven by a decrease in net realized losses on sales and calls of investment securities, an increase in other income, gain on sale of assets, partially offset by a decrease in loan placement fees and service charges.

Customer service charges increased $295,000 to $1,798,000 in 2024 compared to $1,503,000 in 2023. The increase in service charge fees in 2024 was due to the merger and increased customer base. Service charges were $2,014,000 in 2022. The decrease in our 2023 fees compared to 2022 was the result of lower NSF and analysis service charges.

During the year ended December 31, 2024, we realized net losses on sales and calls of investment securities of $4,199,000, compared to net losses of $907,000 and $1,730,000 in 2023 and 2022, respectively. The net losses in all years were the results of partial restructuring of the investment portfolio designed to improve the future performance of the portfolio. Realized losses recorded in 2024 and 2023 were the result of strategic decisions to reduce the overall impact of the Company’s investment portfolio and fund loan growth. See Note 3 to the audited Consolidated Financial Statements for more detail.

Income from the appreciation in cash surrender value of bank owned life insurance (BOLI) totaled $1,325,000 in 2024 compared to $1,035,000 and $985,000 in 2023 and 2022, respectively.  The Bank’s salary continuation and deferred compensation plans and the related BOLI are used as retention tools for directors and key executives of the Bank.

Interchange fees totaled $2,078,000 in 2024 compared to $1,780,000 and $1,847,000 in 2023 and 2022, respectively.

The Company earns loan placement fees from the brokerage of single-family residential mortgage loans provided for the convenience of our customers.  Loan placement fees increased $309,000 in 2024 to $893,000 compared to $584,000 in 2023 and $899,000 in 2022.

The Bank holds stock from the Federal Home Loan Bank in relationship with its borrowing capacity and generally receives quarterly dividends.  As of December 31, 2024 and 2023, we held FHLB stock totaling $10,978,000 and $7,136,000, respectively.  Dividends in 2024 increased to $796,000 compared to $498,000 in 2023 and $367,000 in 2022.

Other income increased to $3,747,000 in 2024 compared to $2,125,000 and $657,000 in 2023 and 2022, respectively. The increase in other income is primarily attributed to changes in fair value of other equity investments and increase in certain merchant fee activity.

Non-Interest Expenses

Salaries and employee benefits, occupancy and equipment, regulatory assessments, acquisition and integration-related expenses, data processing expenses, ATM/Debit card expenses, license and maintenance contract expenses, information technology, and professional services (consisting of audit, accounting, consulting and legal fees) are the major categories of non-interest expenses.  Non-interest expenses increased $39,401,000 or 71.25% to $94,701,000 in 2024 compared to $55,300,000 in 2023, and $48,484,000 in 2022.

Our efficiency ratio, measured as the percentage of non-interest expenses (exclusive of amortization of core deposit intangibles, other real estate owned, and repossessed asset expenses) to net interest income before provision for credit losses plus non-interest income (exclusive of realized gains or losses on sale and calls of investments) was 81.07% for 2024 compared to 61.82% for 2023 and 57.30% for 2022. The increase in the efficiency ratio in 2024 compared to 2023 was due to the increase in non-interest expense, primarily due to merger related expenses.

Salaries and employee benefits increased $17,103,000 or 54.53% to $48,470,000 in 2024 compared to $31,367,000 in 2023 and $28,917,000 in 2022.  Full time equivalents were 346 for the year ended December 31, 2024 compared to 246 for the year ended December 31, 2023. The increase in salaries and employee benefits in 2024 compared to 2023 was from the increased headcount from the merger as well as increases in salary to reflect current market conditions.

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For the years ended December 31, 2024, 2023, and 2022, the compensation cost recognized for equity-based compensation was $879,000, $858,000 and $776,000, respectively. As of December 31, 2024, there was $1,097,000 of total unrecognized compensation cost related to non-vested equity-based compensation arrangements granted under all plans.  The cost is expected to be recognized over a weighted average period of 2.15 years.  See Notes 1 and 14 to the audited Consolidated Financial Statements for more detail. The Company issued 390,462 options to purchase common stock to previous option holders of Community West Bancshares as part of the merger. No options to purchase shares of the Company’s common stock were issued during the years ending December 31, 2023 and 2022. Restricted common stock awards of 72,360, 69,692, and 56,089 shares were awarded in 2024, 2023, and 2022, respectively.

Occupancy and equipment expense increased $3,753,000 or 65.54% to $9,479,000 in 2024 compared to $5,726,000 in 2023 and $5,131,000 in 2022. The Company made no changes in its depreciation expense methodology. The Company operated 26 full-service offices at December 31, 2024 and 19 full-service offices at December 31, 2023. During 2024, the Company acquired seven banking centers through the merger and opened one new banking center.

Regulatory assessments were $1,837,000 in 2024 compared to $1,312,000 and $851,000 in 2023 and 2022, respectively.  The assessment base for calculating the amount owed is based on the formula of average assets minus average tangible equity.

Information technology expense increased $2,324,000 to $5,940,000 for the year ended December 31, 2024 compared to $3,616,000 and $3,344,000 in 2023 and 2022, respectively. Data processing expenses were $3,748,000 in 2024 compared to $2,621,000 in 2023 and $2,245,000 in 2022. Professional services increased $591,000 in 2024 compared to 2023 due to higher audit fees, legal expenses and consulting fees.

The following table shows significant components of other non-interest expense for the periods indicated:

For the Twelve Months Ended December 31,
(Dollars in thousands)202420232022
Telephone expenses$787$439$376
Donations, including Community Reinvestment Act (CRA) donations701326225
Business development and entertainment618210122
Travel expense537162114
Armored car and courier service507266257
Meetings and meals382184144
Operating losses375214253
Stationery and supplies331153155
Internet banking expense319158134
General insurance278255211
Alarm and security service expense267146121
Education and training263220191
Remote deposit capture218163123
Association expense145121133
Risk management expense9914299
Service charge fee expense8510199
Other1,6221,110816
Total other non-interest expense$7,534$4,370$3,573

Provision for Income Taxes

Our effective income tax rate was 30.3% for 2024 compared to 24.5% for 2023 and 24.2% for 2022.  The increase in the effective tax rate during 2024 was due to non-deductible merger expenses, non-deductible salary expenses, increased meals and entertainment expenses, and tax return true-ups. The Company reported an income tax provision of $3,332,000, $8,304,000, and $8,496,000 for the years ended December 31, 2024, 2023, and 2022, respectively.

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Some items of income and expense are recognized in different years for tax purposes than when applying generally accepted accounting principles leading to timing differences between the Company’s actual tax liability, and the amount accrued for this liability based on book income. These temporary differences comprise the “deferred” portion of the Company’s tax expense or benefit, which is accumulated on the Company’s books as a deferred tax asset or deferred tax liability until such time as they reverse.

Realization of the Company’s deferred tax assets is primarily dependent upon the Company generating sufficient future taxable income to obtain benefit from the reversal of net deductible temporary differences and the utilization of tax credit carryforwards and the net operating loss carryforwards for Federal and California state income tax purposes. The amount of deferred tax assets considered realizable is subject to adjustment in future periods based on estimates of future taxable income. Under generally accepted accounting principles, a valuation allowance is required to be recognized if it is “more likely than not” that the deferred tax assets will not be realized. The determination of the realization of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, including forecasts of future income, cumulative losses, applicable tax-planning strategies, and assessments of current and future economic and business conditions.

The Company had net deferred tax assets of $46,421,000 and $38,456,000 at December 31, 2024 and 2023, respectively. After consideration of the matters in the preceding paragraph, the Company determined that it is more likely than not that the net deferred tax assets at December 31, 2024 and 2023 will be fully realized in future years.

FINANCIAL CONDITION

Summary of Changes in Consolidated Balance Sheets

Total assets were $3,521,771,000 as of December 31, 2024, compared to $2,433,426,000 as of December 31, 2023, an increase of 44.7% or $1,088,345,000.  Total loans, net of discount and origination costs, were $2,334,221,000 as of December 31, 2024, compared to $1,290,797,000 as of December 31, 2023, an increase of $1,043,424,000 or 80.8%.  The total investment portfolio decreased 13.38% or $121,229,000 to $785,058,000.  Total deposits increased 42.6% or $869,165,000 to $2,910,777,000 as of December 31, 2024, compared to $2,041,612,000 as of December 31, 2023.  Shareholders’ equity increased $155,621,000 or 75% to $362,685,000 as of December 31, 2024, compared to $207,064,000 as of December 31, 2023. The increase in shareholders’ equity was driven by the issuance of common stock of $143,712,000 in relation to the merger with Community West Bancshares, the decrease in net unrealized losses on the investment portfolio, net of estimated taxes, in accumulated other comprehensive income (AOCI), supported by the retention of earnings, net of dividends paid. Accrued interest payable and other liabilities were $44,978,000 as of December 31, 2024, compared to $35,006,000 as of December 31, 2023, an increase of $9,972,000.

Fair Value

The Company measures the fair value of its financial instruments utilizing a hierarchical framework associated with the level of observable pricing scenarios utilized in measuring financial instruments at fair value.  The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of the observable pricing scenario.  Financial instruments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of observable pricing and a lesser degree of judgment utilized in measuring fair value.  Conversely, financial instruments rarely traded or not quoted will generally have little or no observable pricing and a higher degree of judgment utilized in measuring fair value.  Observable pricing scenarios are impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction.

See Note 17 of the Notes to Consolidated Financial Statements for additional information about the level of pricing transparency associated with financial instruments carried at fair value.

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Investments

The following table reflects the balances for each category of securities at year end (in thousands):

Amortized Cost at December 31,
Available-for-Sale Securities202420232022
U.S. Treasury securities$9,994$9,990$9,990
U.S. Government agencies70102107
Obligations of states and political subdivisions183,766198,070201,638
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations76,73288,874117,292
Private label mortgage and asset backed securities265,302372,610411,441
Corporate debt securities470
Total Available-for-Sale Securities$536,334$669,646$740,468
Amortized Cost at December 31,
Held-to-Maturity Securities202420232022
Obligations of states and political subdivisions$192,156$192,070$192,004
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations11,09510,75810,430
Private label mortgage and asset backed securities53,06654,57956,691
Corporate debt securities46,19846,08645,982
Total Held-to-Maturity Securities$302,515$303,493$305,107

Our investment portfolio consists of U.S. Government sponsored entities and agencies collateralized by mortgage backed obligations and obligations of states and political subdivision securities and are classified at the date of acquisition as available-for-sale or held-to-maturity.  As of December 31, 2024, investment securities with a fair value of $430,714,000, or 54.86% of our investment securities portfolio, were held as collateral for public funds, short and long-term borrowings, treasury, tax, and for other purposes.  Our investment policies are established by the Board of Directors and implemented by our Investment/Asset Liability Committee.  They are designed primarily to provide and maintain liquidity, to enable us to meet our pledging requirements for public money and borrowing arrangements, to generate a favorable return on investments without incurring undue interest rate and credit risk, and to complement our lending activities.

The total investment portfolio decreased 13.38% or $121,229,000 to $785,058,000 at December 31, 2024, from $906,287,000 at December 31, 2023.  The market value of the portfolio reflected an unrealized loss of $59,221,000 at December 31, 2024, compared to an unrealized loss of $72,450,000 at December 31, 2023.

Losses recognized in 2024, 2023, and 2022 were incurred in order to reposition the investment securities portfolio based on the current rate environment.  As market interest rates or risks associated with a security’s issuer continue to change and impact the actual or perceived values of investment securities, the Company may determine that selling these securities and using proceeds to purchase securities that fit with the Company’s current risk profile is appropriate and beneficial to the Company.

The Board and management have had periodic discussions about our strategy for risk management in dealing with potential losses as interest rates rise. We have been managing the portfolio with an objective of optimizing risk and return in various interest rate scenarios. We do not attempt to predict future interest rates, but we analyze the cash flows of our investment portfolio in different interest rate scenarios in connection with the rest of our balance sheet to design an investment portfolio that optimizes performance.

The Company periodically evaluates each investment security for other-than-temporary impairment, relying primarily on industry analyst reports, observation of market conditions and interest rate fluctuations. The portion of the impairment that is attributable to a shortage in the present value of expected future cash flows relative to the amortized cost should be recorded as a current period charge to earnings. The discount rate in this analysis is the original yield expected at time of purchase.

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For those bonds that met the evaluation criteria, management obtained and reviewed the most recently published national credit ratings for those bonds. For those bonds that were obligations of states and political subdivisions with an investment grade rating by the rating agencies, management also evaluated the financial condition of the municipality and any applicable municipal bond insurance provider and concluded that no credit related impairment existed. There were no impairment losses recorded during the years ended December 31, 2024, 2023, or 2022.

The amortized cost, maturities and weighted average yield of investment securities at December 31, 2024 are summarized in the following table.

(Dollars in thousands)In one year or lessAfter one through five yearsAfter five through ten yearsAfter ten yearsTotal
Available-for-Sale SecuritiesAmountYieldAmountYieldAmountYieldAmountYieldAmountYield
Debt securities(1)
U.S. Treasury securities$%$9,9941.27%$%$%$9,9941.27%
U.S. Government agencies703.95%703.95%
Obligations of states and political subdivisions (2)5,6671.49%33,5852.01%144,5142.03%183,7662.01%
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations121.27%6,3922.06%70,3284.70%76,7324.11%
Private label residential mortgage and asset backed securities19,9386.81%3,0792.59%4,9743.15%237,3112.19%265,3022.56%
Corporate Debt Securities$4706.36%$4706.36%
$19,9386.81%$18,7521.56%$45,4212.19%$452,2232.53%$536,3342.63%
(Dollars in thousands)In one year or lessAfter one through five yearsAfter five through ten yearsAfter ten yearsTotal
Held-to-Maturity SecuritiesAmountYieldAmountYieldAmountYieldAmountYieldAmountYield
Debt securities(1)
Obligations of states and political subdivisions (2)$%$24,5363.40%$60,3693.43%$107,2513.20%$192,1563.30%
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations11,0953.10%11,0953.10%
Private label residential mortgage and asset backed securities53,0663.84%53,0663.84%
Corporate Debt Securities4,0009.09%42,1984.64%46,1985.30%
$%$28,5364.20%$102,5673.16%$171,4123.39%$302,5153.65%

(1)Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.  Expected maturities will also differ from contractual maturities due to unscheduled principal pay downs.

(2)Not computed on a tax equivalent basis.

Loans

Total loans, net of discount and deferred costs, increased $1,043,424,000 or 80.8% to $2,334,221,000 as of December 31, 2024, compared to $1,290,797,000 as of December 31, 2023.

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The following table sets forth information concerning the composition of our loan portfolio as of December 31, 2024, 2023, 2022, 2021, and 2020.

20242023202220212020
Loan Type (Dollars in thousands)Amount% of Gross LoansAmount% of Total LoansAmount% of Total LoansAmount% of Total LoansAmount% of Total Loans
Commercial:
Commercial and industrial$143,4226.1%$105,4668.2%$141,19711.3%$136,60013.2%$273,43124.7%
Agricultural production37,3231.6%33,5562.6%37,0072.9%40,8603.9%21,9712.0%
Total commercial180,7457.7%139,02210.8%178,20414.2%177,46017.1%295,40226.7%
Real estate:
Construction & other land loans67,8692.9%33,4722.6%109,1758.7%61,5865.9%55,4195.0%
Commercial real estate - owner occupied323,18813.9%215,14616.7%194,66315.5%212,23420.4%208,84318.9%
Commercial real estate - non-owner occupied913,16539.2%539,52241.9%464,80937.0%369,52935.6%338,88830.7%
Farmland139,8156.0%120,6749.4%119,6489.5%98,4819.5%84,2587.6%
Multi-family residential133,5955.7%61,3074.8%24,5862.0%26,0842.5%28,7182.6%
1-4 family - close-ended123,4455.3%96,5587.5%93,5107.5%33,3773.2%34,2453.1%
1-4 family - revolving35,4211.5%27,6482.1%30,0712.4%22,2462.1%21,3931.9%
Total real estate1,736,49874.5%1,094,32784.9%1,036,46282.6%823,53779.3%771,76469.8%
Consumer:
Manufactured housing322,26313.8%%%%%
Other installment92,8394.0%55,6064.3%40,2523.2%37,2433.6%37,7933.4%
Total consumer415,10217.8%55,6064.3%40,2523.2%37,2433.6%37,7933.4%
Total loans, net of discount2,332,345100.0%1,288,955100.0%1,254,918100.0%1,038,240100.0%1,104,959100.0%
Net deferred origination fees1,8761,8421,386871(2,612)
Loans, net of discount and deferred origination fees2,334,2211,290,7971,256,3041,039,1111,102,347
Allowance for credit losses(25,803)(14,653)(10,848)(9,600)(12,915)
Total loans, net (1)$2,308,418$1,276,144$1,245,456$1,029,511$1,089,432
(1) Includes nonaccrual loans of:$6,461$$$946$3,278

At December 31, 2024, loans acquired in the CWB, FLB, SVB, and VCB acquisitions had a balance of $1,054,668,000, of which $39,237,000 were commercial loans, $654,181,000 were real estate loans, and $361,250,000 were consumer loans. At December 31, 2023, the acquired loans had a balance of $58,983,000, of which $1,633,000 were commercial loans, $53,591,000 were real estate loans, and $3,759,000 were consumer loans.

At December 31, 2024, in management’s judgment, a concentration of loans existed in real estate-related loans, representing 74.3% of total loans.  This level of concentration is consistent with a concentration of 84.8% at December 31, 2023.  The reduction in the concentration of real-estate related loans was primarily due to the merger which added more diversification of loan types through the acquired manufactured housing portfolio, which is a non-real estate consumer product. We believe that our commercial real estate loan underwriting policies and practices result in prudent extensions of credit, but recognize that our lending activities result in relatively high reported commercial real estate lending levels. Although we believe the loans within this real estate concentration have no more than the normal risk of collectability, a substantial decline in the performance of the economy in general or a decline in real estate values in our primary market areas, in particular, could have an adverse impact on collectability, increase the level of real estate-related nonperforming loans, or have other adverse effects which alone or in the aggregate could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In order to mitigate these risks, the Board reviews and approves concentration limits proposed by management. Exceptions to limitations of concentrations are reported to the Board of Directors at least quarterly. Additionally, the Company maintains policy guidelines for maximum loan to value ratios to mitigate the risk of general declines in real estate values. The Company performs regular risk assessments, portfolio monitoring of loans, and stress tests as part of its risk management policies to identify any negative trends within the portfolio. Within the commercial real estate portfolio, there is diversification of collateral type and geography throughout our footprint. The Company did not engage in any sub-prime mortgage lending activities during the years ended December 31, 2024 and 2023.

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The following table presents the commercial real estate owner and non-owner occupied loan balances, associated percentage of commercial real estate concentrations of those sub-categories by collateral type as of the dates indicated.

December 31, 2024December 31, 2023
(In thousands)Loan Balance% of Commercial Real EstateLoan Balance% of Commercial Real Estate
Commercial real estate - owner occupied
Office$59,95218.55%52,95224.61%
Industrial & warehouse86,87326.88%58,47227.18%
Retail35,04210.84%13,1856.13%
Gas Stations60,50318.72%28,07213.05%
Restaurants15,5344.81%16,9177.86%
Other65,28420.20%45,54821.17%
Total$323,188100.00%215,146100.00%
Commercial real estate - non-owner occupied
Office$253,88327.80%187,61334.77%
Industrial & warehouse153,19216.78%82,55015.30%
Retail188,46420.64%109,14420.23%
Hospitality163,96117.96%69,67012.91%
Other153,66516.83%90,54516.79%
Total$913,165100.00%539,522100.00%

Loan Maturities

The following table presents information concerning loan maturities and sensitivity to changes in interest rates of the indicated categories of our loan portfolio, as well as loans in those categories maturing after one year that have fixed or floating interest rates at December 31, 2024.

(In thousands)One Year or LessAfter One Through Five YearsAfter Five Through Fifteen YearsAfter Fifteen YearsTotal
Loan Maturities:
Commercial and agricultural$64,355$81,510$33,065$1,815$180,745
Real estate construction and other land loans52,55414,972215,00012867,869
Other real estate62,496418,706942,246245,1811,668,629
Manufactured Housing254,0002,11331,884288,012322,263
Other Installment1,4894,90586,22522092,839
Total loans, net of discount$181,148$522,206$1,093,635$535,356$2,332,345
Sensitivity to Changes in Interest Rates:
Loans with fixed interest rates$32,757$301,694$444,000$198,927$977,378
Loans with floating interest rates (1)148,391220,512649,635336,4291,354,967
Total loans, net of discount$181,148$522,206$1,093,635$535,356$2,332,345
(1) Includes floating rate loans which are currently at their floor rate in accordance with their respective loan agreement$48,546$77,787$407,484$203,455$737,272

Nonperforming Assets

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Nonperforming assets consist of nonperforming loans, other real estate owned (OREO), and repossessed assets. Nonperforming loans are those loans which have (i) been placed on nonaccrual status; (ii) been classified as doubtful under our asset classification system; or (iii) become contractually past due 90 days or more with respect to principal or interest and have not been restructured or otherwise placed on nonaccrual status. A loan is classified as nonaccrual when 1) it is maintained on a cost recovery method because of deterioration in the financial condition of the borrower; 2) payment in full of principal or interest under the original contractual terms is not expected; or 3) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection. We measure all loans placed on nonaccrual status for impairment based on the fair value of the underlying collateral or the net present value of the expected cash flows.

Our consolidated financial statements are prepared on the accrual basis of accounting, including the recognition of interest income on loans.  Interest income from nonaccrual loans is recorded only if collection of principal in full is not in doubt and when cash payments, if any, are received.

Loans are placed on nonaccrual status and any accrued but unpaid interest income is reversed and charged against income when the payment of interest or principal is 90 days or more past due.  Loans in the nonaccrual category are treated as nonaccrual loans even though we may ultimately recover all or a portion of the interest due.  These loans return to accrual status when the loan becomes contractually current, future collectability of amounts due is reasonably assured, and a minimum of six months of satisfactory principal repayment performance has occurred.  See Note 4 of the Company’s audited Consolidated Financial Statements in Item 8 of this Annual Report.

At December 31, 2024, there were $6.46 million nonperforming assets. There were no non-performing assets as of December 31, 2023. Total nonperforming assets at December 31, 2024, included $6.46 million nonaccrual loans, no OREO, and no repossessed assets. See Note 4 of the Company’s audited Consolidated Financial Statements in Item 8 of this Annual Report concerning our recorded investment in loans for which impairment has been recognized.

A summary of nonaccrual, restructured, and past due loans at December 31, 2024, 2023, 2022, 2021, and 2020 is set forth below.  The Company had no loans past due more than 90 days and still accruing interest at December 31, 2024 and 2023.  Management is not aware of any potential problem loans, which were current and accruing at December 31, 2024, where serious doubt existed as to the ability of the borrower to comply with the present repayment terms.  Management can give no assurance that nonaccrual and other nonperforming loans will not increase in the future.

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Composition of Nonaccrual, Past Due and Restructured Loans

(As of December 31, Dollars in thousands)20242023202220212020
Nonaccrual loans:
Commercial:
Commercial and industrial$120$$$312752
Agricultural production634
Real estate:
Construction and other land loans2,3981,556
Commercial real estate - owner occupied2,335370
Commercial real estate - non-owner occupied378512
Farmland
1-4 family
Consumer:
Manufactured housing1,215
Consumer and installment1588
Restructured loans (non-accruing):
Equity loans and line of credit
Total nonaccrual6,4619463,278
Accruing loans past due 90 days or more
Total nonperforming loans$6,461$$$946$3,278
Interest foregone$234$$132$99$177
Ratio of nonaccrual/nonperforming loans to total loans0.28%%%0.09%0.30%
Ratio of allowance for credit losses to nonaccrual/nonperforming loans399.37%NMNM539.28%30.10%

OREO represents real property taken either through foreclosure or through a deed in lieu thereof from the borrower. OREO is carried at the lesser of cost or fair market value less selling costs. As of December 31, 2024 and 2023, the Bank had no OREO properties. The Company held no repossessed assets at December 31, 2024 and 2023, which would be included in other assets on the consolidated balance sheets.

Allowance for Credit Losses

We have established a methodology for determining the adequacy of the allowance for credit losses made up of collective and individually evaluated loans.  The methodology is set forth in a formal policy and takes into consideration the need for an overall allowance for credit losses as well as specific allowances for individually evaluated loans. The allowance for credit losses is an estimate of expected credit losses in the Company’s loan portfolio.

The measurement of the allowance for credit losses on collectively evaluated loans is based on modeled expectations of lifetime expected credit losses utilizing national and local peer group historical losses, weighting of economic scenarios, and other relevant factors. The Company incorporates forward-looking information using macroeconomic scenarios, which include variables that are considered key drivers of credit losses within the portfolio. The Company uses a probability-weighted, multiple scenario forecast approach. These scenarios may consist of a base forecast representing the most likely scenario, or baseline, combined with downside and upside scenarios reflecting possibly worsening or improving economic conditions.

In originating loans, we recognize that losses will be experienced and that the risk of loss will vary with, among other things, the type of loan being made, the creditworthiness of the borrower over the term of the loan, general economic conditions and, in the case of a secured loan, the quality of the collateral securing the loan.  The allowance is increased by provisions charged against earnings and recoveries, and reduced by net loan charge-offs.  Loans are charged off when they are deemed to be

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uncollectible, or partially charged off when portions of a loan are deemed to be uncollectible.  Recoveries are generally recorded only when cash payments are received.

The allowance for credit losses is maintained to cover lifetime expected credit losses in the loan portfolio.  The responsibility for the review of our assets and the determination of the adequacy lies with management and our Audit/Compliance Committee.  They delegate the authority to the Chief Credit Officer (CCO) to determine the loss reserve ratio for each type of asset and to review, at least quarterly, the adequacy of the allowance based on an evaluation of the portfolio, past experience, prevailing market conditions, economic scenarios, amount of government guarantees, concentration in loan types and other relevant factors.

Management adheres to an internal asset review system designed to provide for timely recognition of problem assets and adequate valuation allowances of collateral dependent loans.  The Company’s asset monitoring process includes the use of asset classifications to segregate the assets, largely loans and real estate, into various risk categories.  The Company uses the various asset classifications as a means of measuring risk and determining the adequacy of valuation allowances by using a nine-grade system to classify assets.  In general, all credit facilities exceeding 90 days of delinquency require classification and are placed on nonaccrual.

The following table summarizes the Company’s loan loss experience, as well as provisions and recoveries (charge-offs) to the allowance and certain pertinent ratios for the periods indicated:

(Dollars in thousands)20242023202220212020
Gross loans outstanding at December 31,$2,332,345$1,288,955$1,254,918$1,038,240$1,104,959
Average loans outstanding during the year$1,978,386$1,263,226$1,133,919$1,069,653$1,055,712
Allowance for credit losses:
Balance at beginning of year$14,653$10,848$9,600$12,915$9,130
Impact of adoption of ASU 2016-133,910
Allowance for PCD loans821
Loans charged off:
Commercial(170)(636)(27)(46)(121)
Agricultural production(507)
Real estate construction and other land loans
Consumer(132)(53)(151)(221)(108)
Total loans charged off(809)(689)(178)(267)(229)
Recoveries of loans previously charged off:
Commercial64609367701612
Commercial real estate60319
1-4 family real estate7215
Consumer1504559232127
Total recoveries3466694261,252739
Net (charge-offs) recoveries(463)(20)248985510
Provision (credit) for credit losses10,792(85)1,000(4,300)3,275
Balance at end of year$25,803$14,653$10,848$9,600$12,915
Allowance for credit losses as a percentage of outstanding loan balance1.11%1.14%0.86%0.92%1.17%
Net (charge-offs) recoveries to average loans outstanding(0.02)%%0.02%0.09%0.05%

Managing credits identified through the risk evaluation methodology includes developing a business strategy with the customer to mitigate our losses.  Management continues to monitor these credits with a view to identifying as early as possible when, and to what extent, additional provisions may be necessary.

The allowance for credit losses is reviewed at least quarterly by the Company’s Board of Directors’ Audit/Compliance Committee.  Reserves are allocated to loan portfolio segments using percentages which are based on both historical risk

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elements such as delinquencies and losses and predictive risk elements such as economic, competitive and environmental factors.  We have adopted the specific reserve approach to allocate reserves to each individually analyzed asset for the purpose of estimating potential loss exposure.  Although the allowance for credit losses is allocated to various portfolio categories, it is general in nature and available for the loan portfolio in its entirety.  Additions may be required based on the results of independent loan portfolio examinations, regulatory agency examinations, or our own internal review process.  Additions are also required when, in management’s judgment, the reserve does not properly reflect the potential loss exposure.

The allocation of the allowance for credit losses is set forth below:

20242023202220212020
Loan Type (Dollars in thousands)AmountPercent of Loans to Total LoansAmountPercent of Loans to Total LoansAmountPercent of Loans to Total LoansAmountPercent of Loans to Total LoansAmountPercent of Loans to Total Loans
Commercial:
Commercial and industrial$1,3636.10%$9488.20%$1,58511.20%$1,68913.10%$1,75724.80%
Agricultural production3891.60%5272.60%2292.90%3203.90%2552.10%
Real estate:
Construction & other land loans2,0602.90%8482.60%1,6788.70%8125.90%1,2045.00%
Commercial real estate - owner occupied3,25313.80%1,94516.70%81415.50%1,35520.40%2,12818.90%
Commercial real estate - non-owner occupied10,01439.10%5,57441.80%4,38837.00%3,80535.60%4,78130.70%
Farmland1,3936.00%1,2549.30%8639.50%6979.50%8387.60%
Multi-family residential1,4865.70%6424.70%602.00%722.50%2232.30%
1-4 family - close-ended1,6255.30%1,4447.50%4657.40%1383.20%2483.10%
1-4 family - revolving6861.50%5202.20%1422.40%1182.10%2091.90%
Consumer:
Manufactured housing2,14713.80%%%%%
Other installment1,3874.20%9514.41%2843.40%3143.80%6413.60%
Unallocated reserves%%340%280%631%
Total allowance for credit losses$25,803100.00%$14,653100.00%$10,848100.00%$9,600100.00%$12,915100.00%

Loans are charged to the allowance for credit losses when the loans are deemed uncollectible.  It is the policy of management to make additions to the allowance so that it remains adequate to cover all expected lifetime loan losses that exist in the portfolio at that time.

As of December 31, 2024, the allowance for credit losses (ACL) was $25,803,000, compared to $14,653,000 at December 31, 2023, a net increase of $11,150,000.  The net increase of $11,150,000 in the ACL was primarily attributed to the one-time provision for credit losses on acquired loans related to the merger with Community West Bancshares. This provision resulted in an increase to the ACL effective April 1, 2024 of $10,877,000. Net charge-offs totaled $463,000 for the twelve months ended December 31, 2024.

The balance of classified loans and loans graded special mention totaled $44,294,000 and $17,384,000 at December 31, 2024 and $20,301,000 and $9,000,000 at December 31, 2023, respectively.  The balance of undisbursed commitments to extend credit on construction and other loans and letters of credit was $413,973,000 as of December 31, 2024, compared to $276,270,000 as of December 31, 2023. At December 31, 2024 and 2023, the balance of a contingent allocation for probable loan loss experience on unfunded obligations was $1,055,000 and $839,000, respectively. The contingent allocation for probable loan loss experience on unfunded obligations is calculated by management using appropriate, systematic, and consistently applied processes.  While related to credit losses, this allocation is not a part of ACL and is considered separately as a liability for accounting and regulatory reporting purposes.  Risks and uncertainties exist in all lending transactions and our management and Directors’ Loan Committee have established reserve levels based on economic uncertainties and other risks that exist as of each reporting period.

The ACL as a percentage of total loans was 1.11% at December 31, 2024, and 1.14% at December 31, 2023. Total loans include CWBC, FLB, SVB and VCB loans that were recorded at fair value in connection with the acquisitions of $1.05 billion at December 31, 2024 and $59.0 million at December 31, 2023.

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Assumptions regarding the collateral value of various under-performing loans may affect the level and allocation of the allowance for credit losses in future periods.  The allowance may also be affected by trends in the amount of charge-offs experienced or expected trends within different loan portfolios. However, the total reserve rates on collectively evaluated loan pools include quantitative factors which are systematically derived and consistently applied to reflect conservatively estimated losses at the date of the financial statements. Based on the above considerations and given recent changes in historical charge-off rates included in the ACL modeling and the changes in other factors, management determined that the ACL was appropriate as of December 31, 2024.

There were $6.46 million non-performing loans as of December 31, 2024 or December 31, 2023. The Company had no other real estate owned at December 31, 2024 or December 31, 2023. No foreclosed assets were recorded at December 31, 2024 or December 31, 2023. Management believes the ACL at December 31, 2024 is adequate based upon its ongoing analysis of the loan portfolio, historical loss trends and other factors.  However, no assurance can be given that the Company may not sustain charge-offs which are in excess of the allowance in any given period.

Goodwill and Intangible Assets

Business combinations involving the Bank’s acquisition of the equity interests or net assets of another enterprise give rise to goodwill.  Total goodwill at December 31, 2024 was $96,828,000 consisting of $43,051,000, $13,466,000, $10,394,000, $6,340,000, $14,643,000 and $8,934,000 representing the excess of the cost of CWBC, FLB, SVB, VCB, Service 1st, and Bank of Madera County, respectively, over the net amounts assigned to assets acquired and liabilities assumed in the transactions accounted for under the purchase method of accounting.  The value of goodwill is ultimately derived from the Company’s ability to generate net earnings after the acquisitions and is not deductible for tax purposes. The fair values of assets acquired and liabilities assumed are subject to adjustment during the first twelve months after the acquisition date if additional information becomes available to indicate a more accurate or appropriate value for an asset or liability.  A significant decline in net earnings, among other factors, could be indicative of a decline in the fair value of goodwill and result in impairment.  For that reason, goodwill is assessed at least annually for impairment.

Management performed an annual impairment test in the third quarter of 2024 utilizing various qualitative factors. Management believes these factors are sufficient and comprehensive and as such, no further factors need to be assessed at this time. Based on management’s analysis performed, no impairment was required.

Goodwill is also assessed for impairment between annual tests if a triggering event occurs or circumstances change that may cause the fair value of a reporting unit to decline below its carrying amount. Management considers the entire Company to be one reporting unit. No such events or circumstances arose during for the twelve months ended December 31, 2024. Changes in the economic environment, operations of the reporting unit or other adverse events could result in future impairment charges which could have a material adverse impact on the Company’s operating results.

Intangible assets were represented by the estimated fair value of the core deposit relationships acquired in the 2024 acquisition of CWBC of $10,019,000.  Core deposit intangibles were being amortized using the straight-line method over an estimated life of ten years from the date of acquisition.  The carrying value of intangible assets at December 31, 2024 was $9,268,000, net of $751,000 in accumulated amortization expense.  There were no intangible assets as of December 31, 2023.  Management evaluates the remaining useful life to determine whether events or circumstances warrant a revision to the remaining periods of amortization.  Based on prior evaluations, no changes to the remaining useful life was required. Amortization expense recognized was $751,000 for 2024, $68,000 for 2023 and $454,000 for 2022.

Deposits and Borrowings

The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up to applicable legal limits. All of a depositor’s accounts at an insured depository institution, including all non-interest bearing transactions accounts, will be insured by the FDIC up to the standard maximum deposit insurance amount of $250,000 for each deposit insurance ownership category.

Total deposits increased $869,165,000 or 43% to $2,910,777,000 as of December 31, 2024, compared to $2,041,612,000 as of December 31, 2023.  Interest-bearing deposits increased $839,882,000 or 77.0% to $1,929,953,000 as of December 31, 2024, compared to $1,090,071,000 as of December 31, 2023.  Non-interest bearing deposits increased $29,283,000 or 3.1% to $980,824,000 as of December 31, 2024, compared to $951,541,000 as of December 31, 2023.  The Company’s deposit balances for the twelve months ended December 31, 2024 increased primarily from the merger. Average non-interest bearing deposits to average total deposits was 38.62% for the twelve months ended December 31, 2024 compared to 45.84% for the same period in 2023. Based on FDIC deposit market share information published as of June 2024, our total market share of deposits in Fresno,

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Madera, San Joaquin, and Tulare counties was 4.10% in 2024 compared to 4.15% in 2023. Our total market share of deposits in San Luis Obispo, Santa Barbara, and Ventura counties was 1.61% in 2024. Our total market share of deposits in Merced County was 1.66% as of June 2024. Our total market share in the other counties as of June 2024 and 2023 we operate in (Kern, Placer, Sacramento, and Stanislaus) was less than 1.00%.

The composition of the deposits and average interest rates paid at December 31, 2024 and December 31, 2023 is summarized in the table below.

(Dollars in thousands)December 31, 2024% of Total DepositsEffective RateDecember 31, 2023% of Total DepositsEffective Rate
NOW accounts$470,54816.2%0.28%$251,33412.3%0.13%
MMA accounts843,14529.0%2.67%497,04324.4%1.68%
Time deposits443,28415.2%4.85%162,0857.9%3.68%
Savings deposits172,9765.9%0.49%179,6098.8%0.12%
Total interest-bearing1,929,95366.3%2.49%1,090,07153.4%1.33%
Non-interest bearing980,82433.7%951,54146.6%
Total deposits$2,910,777100.0%$2,041,612100.0%

We have no known foreign deposits.  The following table sets forth the average amount of and the average rate paid on certain deposit categories which were in excess of 10% of average total deposits for the years ended December 31, 2024, 2023, and 2022.

202420232022
(Dollars in thousands)BalanceRateBalanceRateBalanceRate
Savings and NOW accounts$481,4470.30%$473,1020.26%$581,2850.03%
Money market accounts$759,2032.67%$531,0131.68%$486,8230.15%
Non-interest bearing demand$1,025,611$987,906$1,006,511
Total deposits$2,655,9281.53%$2,155,2410.72%$2,156,0920.05%

The following table sets forth the maturity of time certificates of deposit and other time deposits of $250,000 or more at December 31, 2024.

(In thousands)
Three months or less$13,820
Over 3 through 6 months16,142
Over 6 through 12 months14,822
Over 12 months8,580
$53,364

As of December 31, 2024, the Company had $329,761,000 in brokered time deposits compared to $93,134,000 as of December 31, 2023. The increase in brokered time deposits was due to the brokered time deposits held by Community West Bank, which we acquired in April 2024.

As of December 31, 2024 and December 31, 2023, uninsured deposits totaled $1,029,929,000 and $821,756,000, respectively.

As of December 31, 2024, the Company had $135 million in Federal Home Loan Bank (FHLB) of San Francisco advances, of which $90 million was issued pursuant to the merger and recorded at fair value as of April 1, 2024. There were $35 million in short-term FHLB advances and $45 million in short-term advances from the Federal Reserve’s Bank Term Funding Program (BTFP) as of December 31, 2023. We maintain a line of credit with the FHLB collateralized by government securities and loans.  Refer to Liquidity section below for further discussion of FHLB advances. The Bank had unsecured lines of credit with its correspondent banks which, in the aggregate, amounted to $110,000,000 at December 31, 2024 and 2023, at interest rates which vary with market conditions. As of December 31, 2024 and 2023, the Company had no overnight borrowings outstanding under these credit facilities.

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The Company’s uninsured balances with correspondent banks totaled $14,263,000 and $3,813,000 at December 31, 2024 and 2023, respectively.

Capital Resources

Capital serves as a source of funds and helps protect depositors and shareholders against potential losses.  Historically, the primary sources of capital for the Company have been internally generated capital through retained earnings and the issuance of common and preferred stock.

The Company has historically maintained substantial levels of capital.  The assessment of capital adequacy is dependent on several factors including asset quality, earnings trends, liquidity and economic conditions.  Maintenance of adequate capital levels is integral to providing stability to the Company.  The Company needs to maintain substantial levels of regulatory capital to give it maximum flexibility in the changing regulatory environment and to respond to changes in the market and economic conditions.

Our shareholders’ equity was $362,685,000 as of December 31, 2024, compared to $207,064,000 as of December 31, 2023.  The increase in shareholders’ equity is the result of issuance of common stock of $143,712,000 in relation to the merger with Community West Bancshares, comprehensive income of $10,919,000, from the decrease in the unrealized loss recorded on the Company’s investment portfolio, the increase in retained earnings from our net income of $7,666,000, the effect of share-based compensation expense of $879,000, proceeds from stock options exercised of $465,000, and stock issued under our employee stock purchase plan of $248,000. These increases were partially offset by the payment of common stock cash dividends of $8,230,000 and repurchase of common stock of $38,000.

During 2024, the Bank declared and paid cash dividends to the Company in the amount of $14,000,000 in connection with the cash dividends to the Company’s shareholders, and expenditures paid by the Company, approved by the Company’s Board of Directors. The Company declared and paid a total of $8,230,000 or $0.48 per common share cash dividend to shareholders of record during the year ended December 31, 2024. During the year ended December 31, 2024, the Company repurchased and retired common stock in the amount of $38,000 in connection with amounts withheld for the vesting of equity awards for tax obligations.

The Company declared and paid a total of $5,657,000 or $0.48 per common share cash dividend to shareholders of record during the year ended December 31, 2023. During the year ended December 31, 2023, the Company repurchased and retired common stock in the amount of $1,000.

During 2022, the Company made a capital contribution to the Bank in the amount of $38,000,000 in connection with the senior and subordinated debt proceeds approved by the Company’s Board of Directors. The Company declared and paid a total of $5,638,000 or $0.48 per common share cash dividend to shareholders of record during the year ended December 31, 2022. During the year ended December 31, 2022, the Company repurchased and retired common stock in the amount of $6,814,000.

The following table sets forth certain financial ratios for the years ended December 31, 2024, 2023, and 2022.

202420232022
Net income:
To average assets0.24%1.04%1.09%
To average shareholders’ equity2.42%13.81%14.25%
Dividends declared per share to net income per share118.81%22.21%21.14%
Average shareholders’ equity to average assets9.94%7.51%7.67%

Management considers capital requirements as part of its strategic planning process.  The strategic plan calls for continuing increases in assets and liabilities, and the capital required may therefore be in excess of retained earnings.  The ability to obtain capital is dependent upon the capital markets as well as our performance.  Management regularly evaluates sources of capital and the timing required to meet its strategic objectives.

The Board of Governors, the FDIC and other federal banking agencies have issued risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations for both transactions reported on the balance sheet as assets, and transactions, such as letters of credit and recourse arrangements, which are reported as off-balance-sheet items.

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The following table presents the Company’s regulatory capital ratios as of December 31, 2024 and December 31, 2023:

(Dollars in thousands)Actual RatioMinimum regulatory requirement (1)
December 31, 2024AmountRatioAmountRatio
Tier 1 Leverage Ratio$316,3439.17%138,0184.00%
Common Equity Tier 1 Ratio (CET 1)$311,34311.15%125,6324.50%
Tier 1 Risk-Based Capital Ratio$316,34311.33%167,5106.00%
Total Risk-Based Capital Ratio$379,09113.58%223,3468.00%
December 31, 2023
Tier 1 Leverage Ratio$222,5679.18%98,0484.00%
Common Equity Tier 1 Ratio (CET 1)$217,56712.78%75,5614.50%
Tier 1 Risk-Based Capital Ratio$222,56713.07%100,7486.00%
Total Risk-Based Capital Ratio$273,69916.08%134,3308.00%

The following table presents the Bank’s regulatory capital ratios as of December 31, 2024 and December 31, 2023:

(Dollars in thousands)Actual RatioMinimum regulatory requirement (1)Minimum requirement for “Well-Capitalized” Institution
December 31, 2024AmountRatioAmountRatioAmountRatio
Tier 1 Leverage Ratio$377,41111.04%$138,0314.00%$165,2675.00%
Common Equity Tier 1 Ratio (CET 1)$377,41113.54%$125,4747.00%$178,2646.50%
Tier 1 Risk-Based Capital Ratio$377,41113.54%$167,2998.50%$219,4028.00%
Total Risk-Based Capital Ratio$405,42514.54%$223,06510.50%$274,25210.00%
December 31, 2023
Tier 1 Leverage Ratio$285,09911.75%$97,0164.00%$121,2715.00%
Common Equity Tier 1 Ratio (CET 1)$285,09916.76%$76,5267.00%$110,5386.50%
Tier 1 Risk-Based Capital Ratio$285,09916.76%$102,0358.50%$136,0478.00%
Total Risk-Based Capital Ratio$301,64217.74%$136,04710.50%$170,05810.00%
(1) The minimum regulatory requirement threshold includes the capital conservation buffer of 2.50%.

The Company succeeded to all of the rights and obligations of the Service 1st Capital Trust I, a Delaware business trust, in connection with the acquisition of Service 1st as of November 12, 2008.  The Trust was formed on August 17, 2006 for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by Service 1st.  Under applicable regulatory guidance, the amount of trust preferred securities that is eligible as Tier 1 capital is limited to 25% of the Company’s Tier 1 capital on a pro forma basis.  At December 31, 2024, all of the trust preferred securities that have been issued qualify as Tier 1 capital.  The trust preferred securities mature on October 7, 2036, are redeemable at the Company’s option beginning five years after issuance, and require quarterly distributions by the Trust to the holder of the trust preferred securities at a variable interest rate which will adjust quarterly to equal the three-month SOFR plus 1.60%.

The Trust used the proceeds from the sale of the trust preferred securities to purchase approximately $5,155,000 in aggregate principal amount of Service 1st’s junior subordinated notes (the Notes).  The Notes bear interest at the same variable interest rate during the same quarterly periods as the trust preferred securities.  The Notes are redeemable by the Company on any January 7, April 7, July 7, or October 7 on or after October 7, 2012 or at any time within 90 days following the occurrence of certain events, such as: (i) a change in the regulatory capital treatment of the Notes (ii) in the event the Trust is deemed an investment company or (iii) upon the occurrence of certain adverse tax events.  In each such case, the Company may redeem the Notes for their aggregate principal amount, plus any accrued but unpaid interest.

The Notes may be declared immediately due and payable at the election of the trustee or holders of 25% of the aggregate principal amount of outstanding Notes in the event that the Company defaults in the payment of any interest following the nonpayment of any such interest for 20 or more consecutive quarterly periods.  Holders of the trust preferred securities are entitled to a cumulative cash distribution on the liquidation amount of $1,000 per security.  For each January 7, April 7, July 7

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or October 7 of each year, the rate will be adjusted to equal the three month SOFR plus 1.60%.  As of December 31, 2024, the rate was 6.52%.  Interest expense recognized by the Company for the years ended December 31, 2024, 2023, and 2022 was $367,000, $360,000 and $188,000, respectively.

On November 12, 2021, the Company completed a private placement of $35.0 million aggregate principal amount of its fixed-to-floating rate subordinated notes (“Subordinated Debt”) due December 1, 2031. The Subordinated Debt initially bears a fixed interest rate of 3.130% per year. Commencing on December 1, 2026, the interest rate on the Subordinated Debt will reset each quarter at a floating interest rate equal to the then-current three month term SOFR plus 210 basis points. The Company may at its option redeem in whole or in part the Subordinated Debt on or after November 12, 2026 without a premium. The Subordinated Debt is treated as Tier 2 Capital for regulatory purposes.

On September 15, 2022, the Company entered into a $30 million loan agreement with Bell Bank. Initially, payments of interest only are payable in 12 quarterly payments commencing December 31, 2022. As of December 31, 2024 the rate had reached its interest rate cap of 6.75%. Commencing December 31, 2025, 27 equal quarterly principal and interest payments are payable based on the outstanding balance of the loan on August 30, 2025 and an amortization of 48 quarters. A final payment of outstanding principal and accrued interest is due at maturity on September 30, 2032. Variable interest is payable at the Prime Rate (published by the Wall Street Journal) less 50 basis points. The loan is secured by the assets of the Company and a pledge of the outstanding common stock of Community West Bank, the Company’s banking subsidiary. The Company may prepay the loan without penalty with one exception. If the loan is prepaid prior to August 30, 2025 with funds received from a financing source other than Bell Bank, the Company will incur a 2% prepayment penalty. The loan contains customary representations, covenants, and events of default.

LIQUIDITY

Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include funding of securities purchases, providing for customers’ credit needs and ongoing repayment of borrowings.  Our liquidity is actively managed on a daily basis and reviewed periodically by our management and Directors’ Asset/Liability Committees.  This process is intended to ensure the maintenance of sufficient funds to meet our needs, including adequate cash flows for off-balance sheet commitments.

Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and, to a lesser extent, broker deposits, Federal funds facilities and advances from the Federal Home Loan Bank of San Francisco (FHLB).  These funding sources are augmented by payments of principal and interest on loans, the routine maturities and pay downs of securities from the securities portfolio, the stability of our core deposits and the ability to sell investment securities.  As of December 31, 2024, the Company had unpledged securities totaling $354,344,000 available as a secondary source of liquidity and total cash and cash equivalents of $120,398,000.  Cash and cash equivalents at December 31, 2024 increased 124% compared to December 31, 2023.  Primary uses of funds include withdrawal of and interest payments on deposits, origination and purchases of loans, purchases of investment securities, and payment of operating expenses.

To augment our liquidity, we have established Federal funds lines with various correspondent banks.  At December 31, 2024, our available borrowing capacity includes approximately $110,000,000 in Federal funds lines with our correspondent banks and $576,556,000 in unused FHLB advances.  At December 31, 2024, we were not aware of any information that was reasonably likely to have a material effect on our liquidity position.

The following table reflects the Company’s credit lines, balances outstanding, and pledged collateral at December 31, 2024 and 2023:

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Credit Lines (In thousands)December 31, 2024December 31, 2023
Unsecured Credit Lines
Credit limit$110,000$110,000
Balance outstanding$$
Federal Home Loan Bank
Credit limit$738,556$342,483
Balance outstanding, net of discount$133,442$35,000
Collateral pledged$1,236,732$612,702
Fair value of collateral$1,083,041$500,972
Federal Reserve Bank Term Loan Funding Program
Credit limit$$46,174
Balance outstanding$$45,000
Collateral pledged$$53,650
Fair value of collateral$$47,603
Federal Reserve Bank
Credit limit$3,669$4,448
Balance outstanding$$
Collateral pledged$4,406$4,894
Fair value of collateral$3,828$4,374

The liquidity of our parent company, Community West Bancshares, is primarily dependent on the payment of cash dividends by its subsidiary, Community West Bank, subject to limitations imposed by state and federal regulations.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with the accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make a number of judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expense in the financial statements. Various elements of our accounting policies, by their nature, involve the application of highly sensitive and judgmental estimates and assumptions. Some of these policies and estimates relate to matters that are highly complex and contain inherent uncertainties. It is possible that, in some instances, different estimates and assumptions could reasonably have been made and used by management, instead of those we applied, which might have produced different results that could have had a material effect on the financial statements.

We have identified the following accounting policies and estimates that, due to the inherent judgments and assumptions and the potential sensitivity of the financial statements to those judgments and assumptions, are critical to an understanding of our financial statements. We believe that the judgments, estimates and assumptions used in the preparation of the Company’s financial statements are appropriate. For a further description of our accounting policies, see Note 1 - Summary of Significant Accounting Policies in the financial statements included in this Form 10‑K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Allowance for Credit Losses

The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments). In addition, credit losses recognized on available-for-sale debt securities will be presented as an allowance as opposed to a write-down, based on management’s intent to sell the security or the likelihood the Company will be required to sell the security before recovery of the amortized cost basis. Our accounting for estimated loan losses is discussed and disclosed primarily in Note 1 and 4 to the consolidated financial statements under the heading “Allowance for Credit Losses”.

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In determining the ACL for loans, accruing loans with similar risk characteristics are generally evaluated collectively. To estimate expected losses the Company generally utilizes historical loss trends and the remaining contractual lives of the loan portfolios to determine estimated credit losses through a reasonable and supportable forecast period. The Company utilized a reasonable and supportable forecast period obtained the forecast data from Moody’s Analytics. Individual loan credit quality indicators, including historical credit losses, have been statistically correlated with various econometrics. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. The Company also considered the impact of portfolio concentrations, changes in underwriting practices, imprecision in its economic forecasts, and other risk factors that might influence its loss estimation process. Increases in external risk factors due to more pessimistic business and economic conditions could potentially increase estimated losses on existing loan balances within the ACL. While management utilizes its best judgment and information available, the ultimate adequacy of our allowance accounts is dependent upon a variety of factors beyond our control, including the performance of our portfolios, the economy and changes in interest rates.

Business Combinations

Business combinations are recorded using the acquisition method. We assign the value of the consideration transferred to acquire a business to the tangible assets, identifiable intangible assets acquired, and liabilities assumed on the basis of their fair values at the date of acquisition. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill.

The Company assesses the fair value of assets, including intangible assets, using a variety of methods, and each asset is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset. Some of the most significant assumptions used include the discount rate, forward-looking financial information, and estimated customer attrition rates. A change in one of these assumptions could have material changes on the value of the intangible assets and goodwill which will impact the amortization expense in future periods and the goodwill impairment evaluation.

INFLATION

The impact of inflation on a financial institution differs significantly from that exerted on other industries primarily because the assets and liabilities of financial institutions consist largely of monetary items.  However, financial institutions are affected by inflation in part through non-interest expenses, such as salaries and occupancy expenses, and to some extent by changes in interest rates.

At December 31, 2024, we are aware that inflation may have an adverse impact on our consolidated financial position or results of operations.  However, in the short term increased rates may continue to be a benefit by repricing a portion of our loan portfolio. Higher long term inflation rates may drive increases in operating expenses or have other adverse effects on our borrowers, making collection on extensions of credit more difficult for us. Refer to Quantitative and Qualitative Disclosures About Market Risk for further discussion.

FY 2023 10-K MD&A

SEC filing source: 0001628280-24-011417.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2024-03-15. Report date: 2023-12-31.

ITEM 7 -MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s discussion and analysis should be read in conjunction with the Company’s audited Consolidated Financial Statements, including the Notes thereto, in Item 8 of this Annual Report.

INTRODUCTION

Central Valley Community Bancorp (NASDAQ: CVCY) (the Company) was incorporated on February 7, 2000.  The formation of the holding company offered the Company more flexibility in meeting the long-term needs of customers, shareholders, and the communities it serves.  The Company currently has one bank subsidiary, Central Valley Community Bank (the Bank) and one business trust subsidiary, Service 1st Capital Trust 1. The Company’s market area includes the Central Valley area from Sacramento, California to Bakersfield, California.

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During 2023, we focused on asset quality, liquidity, and capital adequacy.  We also focused on assuring that competitive products and services were made available to our clients while adjusting to the many new laws and regulations that affect the banking industry.

As of December 31, 2023, the Bank operated 19 full-service offices. Additionally, the Bank maintains a Commercial Real Estate Division, an Agribusiness Center, and a SBA Lending Division.  The Real Estate Division processes or assists in processing the majority of the Bank’s real estate related transactions, including interim construction loans for single family residences and commercial buildings. We offer permanent single family residential loans through our mortgage broker services.

OVERVIEW

Financial Highlights

The significant highlights for the Company as of or for the period ended December 31, 2023 included the following:

•Net income for 2023 was $25,536,000 compared to $26,645,000 and $28,401,000 for the years ended December 31, 2022 and 2021, respectively.

•Diluted earnings per share (EPS) for the year ended December 31, 2023 was $2.17, compared to $2.27 and $2.31 for the years ended December 31, 2022 and 2021, respectively.

•Total assets at December 31, 2023 were $2,433,426,000 compared to $2,422,519,000 at December 31, 2022.

•Net loans increased $30.7 million or 2.46%, and total assets increased $10.9 million or 0.45% at December 31, 2023 compared to December 31, 2022. During the fourth quarter, net loans increased $16.3 million or 1.29%.

•Total deposits decreased 2.76% to $2.04 billion at December 31, 2023 compared to December 31, 2022.

•Total equity was $207,064,000 at December 31, 2023 compared to $174,660,000 at December 31, 2022.

•Total cost of deposits increased to 0.72% for the year ended December 31, 2023 compared to 0.06% for the year ended December 31, 2022.

•Average non-interest bearing demand deposit accounts as a percentage of total average deposits was 46.61% and 50.42% for the quarters ended December 31, 2023 and December 31, 2022, respectively.

•Net interest margin increased to 3.58% for the year ended December 31, 2023, from 3.52% for the year ended December 31, 2022.

•Return on average equity (“ROE”) for 2023 was 13.81% compared to 14.25% and 11.5% for 2022 and 2021, respectively.

•Return on average assets (“ROA”) for 2023 was 1.04% compared to 1.09% and 1.25% for 2022 and 2021, respectively.

•There were no non-performing assets for the year ended December 31, 2023. Additionally, net loan charge-offs were $20,000 and loans delinquent more than 30 days were $769,000, compared to net loan recoveries of $248,000 and loans delinquent more than 30 days of $5,895,000 for the year ended December 31, 2022.

•Capital positions remain strong at December 31, 2023 with a 9.18% Tier 1 Leverage Ratio; a 12.78% Common Equity Tier 1 Ratio; a 13.07% Tier 1 Risk-Based Capital Ratio; and a 16.08% Total Risk-Based Capital Ratio.

Dividend Declared

The Company declared a $0.12 per common share cash dividend, payable on February 19, 2024 to shareholders of record on February 2, 2024.

Key Factors in Evaluating Financial Condition and Operating Performance

In evaluating our financial condition and operating performance, we focus on several key factors including:

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•Return to our shareholders;

•Return on average assets;

•Development of revenue streams, including net interest income and non-interest income;

•Asset quality;

•Asset growth;

•Capital adequacy;

•Operating efficiency; and

•Liquidity.

Return to Our Shareholders

One measure of our return to our shareholders is the return on average equity (ROE), which is a ratio that measures net income divided by average shareholders’ equity. Our ROE was 13.81% for the year ended 2023 compared to 14.25% and 11.5% for the years ended 2022 and 2021, respectively.

Our net income for the year ended December 31, 2023 decreased $1,109,000 compared to 2022 and decreased $1,756,000 in 2022 compared to 2021.  Contributing to the decrease during 2023, compared to 2022, was an increase in salary and employee benefits and non-interest expenses primarily attributed to increases in professional services. During 2022, net income compared to 2021 was primarily impacted by a provision for credit losses of $995,000 in 2022, compared to a credit to credit losses of $4,435,000 in 2021.

Net interest income increased primarily due to loan and fee income and increases in interest income on investments, partially offset by an increase in interest expense. For 2023, our net interest margin (NIM) increased 6 basis points to 3.58% compared to 2022 as a result of yield and asset mix changes. Net interest income was positively impacted by the accretion of the loan marks on acquired loans in the amount of $325,000 and $521,000 for the year ended December 31, 2023 and 2022, respectively. In addition, net interest income before the provision for credit losses for the year ended December 31, 2023 benefited by approximately $165,000 in nonrecurring income from prepayment penalties and payoff of loans, as compared to $649,000 for the year ended December 31, 2022. Excluding these reversals and benefits, net interest income for the year ended December 31, 2023 increased by $3,543,000 compared to the year ended December 31, 2022.

Non-interest income increased 38.90% in 2023 compared to 2022 primarily due to a $823,000 decrease in net realized losses on sales and calls of investment securities and an increase of $1,468,000 in other income, offset by a decrease in loan placement fees of $315,000 and a decrease in service charge income of $511,000. The increase in other income is primarily attributed to changes in fair value of other equity investments and increase in certain merchant fee activity.

Non-interest expenses increased $6,816,000 or 14.06% to $55,300,000 in 2023 compared to $48,484,000 in 2022. The net increase year over year resulted from increased salaries and employee benefits of $2,450,000 and $1,906,000 in professional services. The increase in salaries and benefits, including director expenses, was primarily due to credits of $550,000 in post-retirement costs recorded in the prior year, a result of changes in the discount rate, compared to expense of $910,000 recorded in the current year. Additionally, increases in salaries and benefits were a reflection of salary adjustments due to market conditions. The increase in professional services was due to non-recurring legal and professional fees, including $1,191,000 related to the announced merger.

The Company recorded an income tax provision of $8,304,000 for the year ended December 31, 2023, compared to $8,496,000 for the year ended December 31, 2022, and $9,616,000 for the year ended December 31, 2021. Basic EPS was $2.17 for 2023 compared to $2.27 and $2.32 for 2022 and 2021, respectively.  Diluted EPS was $2.17 for 2023 compared to $2.27 and $2.31 for 2022 and 2021, respectively.

Return on Average Assets and Net Interest Margin

Our ROA is a ratio that measures our performance as a comparable figure with other banks and bank holding companies.  Our ROA for the year ended 2023 was 1.04% compared to 1.09% and 1.25% for the years ended December 31, 2022 and 2021, respectively.  The 2023 decrease in ROA is primarily due to the decrease in net income coupled with the increase in average assets.  Annualized ROA for our peer group was 1.04% at December 31, 2023.  Peer group information from S&P Global Market Intelligence data includes bank holding companies in central California with assets from $1 billion to $3.5 billion.

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Our net interest margin (fully tax equivalent basis) was 3.58% for the year ended December 31, 2023, compared to 3.52% and 3.54% for the years ended December 31, 2022 and 2021, respectively.  The increase in 2023 net interest margin compared to 2022, resulted from the increase in the yield on the Company’s loan portfolio, and an increase in the balance of average interest earning assets.  The effective tax equivalent yield on total earning assets increased 77 basis points. This increase was impacted however as the cost of total interest-bearing liabilities increased 131 basis points to 1.59% for the year ended December 31, 2023. Our cost of total deposits in 2023 and 2022 was 0.72% and 0.06%, respectively, compared to 0.05% for the same period in 2021. Our net interest income before provision for credit losses increased $2,863,000 or 3.60% to $82,429,000 for the year ended 2023 compared to $79,566,000 and $72,554,000 for the years ended 2022 and 2021, respectively.

Asset Quality

For all banks and bank holding companies, asset quality has a significant impact on the overall financial condition and results of operations.  Asset quality is measured in terms of classified and nonperforming loans, and is a key element in estimating the future earnings of a company. There were no nonperforming assets or nonperforming loans at December 31, 2023 or December 31, 2022.

The Company had no other real estate owned at December 31, 2023, or December 31, 2022. No foreclosed assets were recorded at December 31, 2023 or December 31, 2022. Management maintains certain loans that have been brought current by the borrower (less than 30 days delinquent) on nonaccrual status until such time as management has determined that the loans are likely to remain current in future periods.

The allowance for credit losses as a percentage of outstanding loan balance was 1.14% as of December 31, 2023 and 0.86% as of December 31, 2022. The ratio of net charge-offs/(recoveries) to average loans was 0.002% as of December 31, 2023 and (0.02)% as of December 31, 2022.

Asset Growth

As revenues from both net interest income and non-interest income are a function of asset size, the continued growth in assets has a direct impact in increasing net income and therefore ROE and ROA.  The majority of our assets are loans and investment securities, and the majority of our liabilities are deposits, and therefore the ability to generate deposits as a funding source for loans and investments is fundamental to our asset growth.  Total assets increased 0.45% during 2023 to $2,433,426,000 as of December 31, 2023 from $2,422,519,000 as of December 31, 2022.  Total gross loans increased 2.75% to $1,290,797,000 as of December 31, 2023, compared to $1,256,304,000 at December 31, 2022.  Total investment securities decreased 5.64% to $906,287,000 as of December 31, 2023 compared to $960,490,000 as of December 31, 2022.  Total deposits decreased 2.76% to $2,041,612,000 as of December 31, 2023 compared to $2,099,649,000 as of December 31, 2022.

Our loan to deposit ratio at December 31, 2023 was 63.22% compared to 59.83% at December 31, 2022.  The loan to deposit ratio of our peers was 78.00% at December 31, 2023. Peer group information from S&P Global Market Intelligence data includes bank holding companies in central California with assets from $1 billion to $3.5 billion.

Capital Adequacy

At December 31, 2023, we had a total capital to risk-weighted assets ratio of 16.08%, a Tier 1 risk-based capital ratio of 13.07%, common equity Tier 1 ratio of 12.78%, and a leverage ratio of 9.18%.  At December 31, 2022, we had a total capital to risk-weighted assets ratio of 14.92%, a Tier 1 risk-based capital ratio of 12.22%, common equity Tier 1 ratio of 11.92%, and a leverage ratio of 8.37%.  At December 31, 2023, on a stand-alone basis, the Bank had a total risk-based capital ratio of 17.74%, a Tier 1 risk based capital ratio of 16.76%, common equity Tier 1 ratio of 16.76%, and a leverage ratio of 11.75%.  At December 31, 2022, the Bank had a total risk-based capital ratio of 16.53%, Tier 1 risk-based capital of 15.87% and a leverage ratio of 10.86%.  Note 12 of the audited Consolidated Financial Statements provides more detailed information concerning the Company’s capital amounts and ratios.

As of December 31, 2023, the Bank met or exceeded all of their capital requirements inclusive of the capital buffer. The Bank’s capital ratios exceeded the regulatory guidelines for a well-capitalized financial institution under the Basel III regulatory requirements at December 31, 2023.

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Operating Efficiency

Operating efficiency is the measure of how efficiently earnings before taxes are generated as a percentage of revenue.  A lower ratio represents greater efficiency.  The Company’s efficiency ratio (operating expenses, excluding amortization of intangibles and foreclosed property expense, divided by net interest income plus non-interest income, excluding net gains and losses from sale of securities) was 60.49% for 2023 compared to 54.51% for 2022 and 57.16% for 2021.  The decline in the efficiency ratio in 2023 was due to the growth in non-interest expense outpacing the increase in non-interest income. The combination of the Company’s net interest income before provision for credit losses, plus non-interest income, increased 5.71% to $89,449,000 in 2023 compared to $84,620,000 in 2022 and $81,559,000 in 2021, while operating expenses increased 14.06% in 2023, 1.06% in 2022, and 0.33% in 2021.

Liquidity

Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include providing for customers’ credit needs, funding of securities purchases, and ongoing repayment of borrowings. Our liquidity is actively managed on a daily basis and reviewed periodically by our management and Directors’ Asset/Liability Committee. This process is intended to ensure the maintenance of sufficient funds to meet our needs, including adequate cash flows for off-balance sheet commitments. Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and, to a lesser extent, broker deposits, Federal funds facilities and advances from the Federal Home Loan Bank of San Francisco, the Federal Reserve, or the Federal Reserve’s Bank Term Funding Program.  We have available unsecured lines of credit with correspondent banks totaling approximately $110,000,000 and secured borrowing lines of approximately $342,483,000 with the Federal Home Loan Bank. These funding sources are augmented by collection of principal and interest on loans, the routine maturities and pay downs of securities from our investment securities portfolio, the stability of our core deposits, and the ability to sell investment securities.  Primary uses of funds include origination and purchases of loans, withdrawals of and interest payments on deposits, purchases of investment securities, and payment of operating expenses.

We had liquid assets (cash and due from banks, interest-earning deposits in other banks, Federal funds sold, equity securities, and available-for-sale securities) totaling $657,573,000 or 27.02% of total assets at December 31, 2023 and $686,553,000 or 28.34% of total assets as of December 31, 2022.

RESULTS OF OPERATIONS

For the Year Ended
December 31,December 31,December 31,
(In thousands, except share and per-share amounts)202320222021
Net interest income before provision (credit) for credit losses$82,429$79,566$72,554
Provision (credit) for credit losses309995(4,435)
Net interest income after provision (credit) for credit losses82,12078,57176,989
Total non-interest income7,0205,0549,005
Total non-interest expenses55,30048,48447,977
Income before provision for income taxes33,84035,14138,017
Provision for income taxes8,3048,4969,616
Net income$25,536$26,645$28,401

Net income was $25,536,000 in 2023 compared to $26,645,000 and $28,401,000 in 2022 and 2021, respectively.  Basic earnings per share was $2.17, $2.27, and $2.32 for 2023, 2022, and 2021, respectively.  Diluted earnings per share was $2.17, $2.27, and $2.31 for 2023, 2022, and 2021, respectively.  ROE was 13.81% for 2023 compared to 14.25% for 2022 and 11.50% for 2021.  ROA for 2023 was 1.04% compared to 1.09% for 2022 and 1.25% for 2021.

Net income for the year ended December 31, 2023 decreased $1,109,000 compared to 2022 and decreased $1,756,000 in 2022 compared to 2021.  Contributing to the decrease during 2023, compared to 2022, was an increase in salary and employee benefits and non-interest expenses primarily attributed to increases in professional services. During 2022, net income compared to 2021 was primarily impacted by a provision for credit losses of $995,000 in 2022, compared to a credit to credit losses of $4,435,000 in 2021.

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Interest Income and Expense

The level of net interest income depends on several factors in combination, including yields on earning assets, the cost of interest-bearing liabilities, the relative volumes of earning assets and interest-bearing liabilities, and the mix of products which comprise the Company’s earning assets, deposits, and other interest-bearing liabilities. To maintain its net interest margin, the Company must manage the relationship between interest earned and paid.

The following Distribution, Rate and Yield table presents the average amounts outstanding for the major categories of the Company’s balance sheet, the average interest rates earned or paid thereon, and the resulting net interest margin on average interest earning assets for the periods indicated. Average balances are based on daily averages.

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SCHEDULE OF AVERAGE BALANCES, AVERAGE YIELDS AND RATES

Year Ended December 31, 2023Year Ended December 31, 2022Year Ended December 31, 2021
(Dollars in thousands)Average BalanceInterest Income/ ExpenseAverage Interest RateAverage BalanceInterest Income/ ExpenseAverage Interest RateAverage BalanceInterest Income/ ExpenseAverage Interest Rate
ASSETS
Interest-earning deposits in other banks$67,749$3,5765.28%$48,032$3910.81%$104,710$1290.12%
Securities
Taxable securities760,14023,4373.08%862,07920,0112.32%678,09314,0442.07%
Non-taxable securities (1)256,1967,0912.77%270,0148,4543.13%238,8707,0962.97%
Total investment securities1,016,33630,5283.00%1,132,09328,4652.51%916,96321,1402.31%
Total securities and interest-earning deposits1,084,08534,1043.15%1,180,12528,8562.45%1,021,67321,2692.08%
Loans (2) (3)1,263,22669,8035.53%1,133,64155,9074.93%1,067,31654,0775.07%
Total interest-earning assets2,347,311$103,9074.43%2,313,766$84,7633.66%2,088,989$75,3463.61%
Allowance for credit losses(14,312)(10,005)(11,482)
Nonaccrual loans2782,337
Cash and due from banks27,67136,49138,202
Bank premises and equipment10,4658,0928,436
Other assets89,22390,772141,133
Total average assets$2,460,358$2,439,394$2,267,615
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities:
Savings and NOW accounts$473,102$6110.13%$581,285$2320.04%$529,043$1820.03%
Money market accounts531,0138,9101.68%486,8238480.17%455,5756610.15%
Time certificates of deposit163,2206,0063.68%81,4731170.14%89,8751930.21%
Total interest-bearing deposits1,167,33515,5271.33%1,149,5811,1970.10%1,074,4931,0360.10%
Other borrowed funds86,2504,4625.17%63,7522,2253.49%9,8642662.70%
Total interest-bearing liabilities1,253,585$19,9891.59%1,213,333$3,4220.28%1,084,357$1,3020.12%
Non-interest bearing demand deposits987,9061,006,511900,083
Other liabilities33,98932,53236,311
Shareholders’ equity184,878187,018246,864
Total average liabilities and shareholders’ equity$2,460,358$2,439,394$2,267,615
Interest income and rate earned on average earning assets$103,9074.43%$84,7633.66%$75,3463.61%
Interest expense and interest cost related to average interest-bearing liabilities19,9891.59%3,4220.28%1,3020.12%
Net interest income and net interest margin (4)$83,9183.58%$81,3413.52%$74,0443.54%

(1)Interest income is calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling $1,489, $1,775, and $1,490 in 2023, 2022, and 2021, respectively.

(2)Loan interest income includes loan (costs)fees of $(11) in 2023, $274 in 2022, and $6,474 in 2021.

(3)Average loans do not include nonaccrual loans.

(4)Net interest margin is computed by dividing net interest income by total average interest-earning assets.

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The following table sets forth a summary of the changes in interest income and interest expense due to changes in average asset and liability balances (volume) and changes in average interest rates for the periods indicated. The change in interest due to both rate and volume has been allocated to the change in rate.

Changes in Volume/RateFor the Years Ended December 31, 2023 Compared to 2022For the Years Ended December 31, 2022 Compared to 2021
(In thousands)VolumeRateNetVolumeRateNet
Increase (decrease) due to changes in:
Interest income:
Interest-earning deposits in other banks$160$3,025$3,185$(69)$331$262
Investment securities:
Taxable(2,366)5,7923,4263,8112,1545,965
Non-taxable (1)(432)(931)(1,363)9254331,358
Total investment securities(2,798)4,8612,0634,7362,5877,323
Loans6,3907,50613,8963,360(1,530)1,830
Total earning assets (1)3,75215,39219,1448,0271,3889,415
Interest expense:
Deposits:
Savings, NOW and MMA338,4088,44162174236
Time certificate of deposits1175,7725,889(18)(58)(76)
Total interest-bearing deposits15014,18014,33044116160
Other borrowed funds7851,4522,2371,4535061,959
Total interest bearing liabilities93515,63216,5671,4976222,119
Net interest income (1)$2,817$(240)$2,577$6,530$766$7,296

(1) Computed on a tax equivalent basis for securities exempt from federal income taxes.

Interest and fee income from loans increased $13,896,000 or 24.86% in 2023 compared to 2022.  Interest and fee income from loans increased $1,830,000 or 3.38% in 2022 compared to 2021.  The increase in 2023 is attributable to rate increases and an increase in average total loans outstanding.

Average total loans, including nonaccrual loans, for 2023 increased $129,307,000 to $1,263,226,000 compared to $1,133,919,000 for 2022 and $1,069,653,000 for 2021.  The yield on loans for 2023 was 5.53% compared to 4.93% and 5.07% for 2022 and 2021, respectively. The impact to interest income from the accretion of the loan marks on acquired loans was a decrease to $325,000 from $521,000 for the years ended December 31, 2023 and 2022, respectively.

Interest income from total investment securities increased $2,063,000 in the year ended December 31, 2023 to $30,528,000 compared to $28,465,000 for 2022 and $21,140,000 for 2021.  The yield on average total investment securities increased 49 basis points to 3.00% for the year ended December 31, 2023 compared to 2.51% for 2022 and 2.31% for 2021. Average total book value of investment securities for the year ended December 31, 2023 decreased $115,757,000 or 10.23% to $1,016,336,000 compared to $1,132,093,000 for 2022 and $916,963,000 for 2021.

Our investment portfolio primarily consists of securities issued by U.S. Government sponsored entities and agencies collateralized by mortgage backed obligations and obligations of states and political subdivision securities. However, a significant portion of the investment portfolio is mortgage-backed securities (MBS) and collateralized mortgage obligations (CMOs).  At December 31, 2023, we held $407,925,000 or 45.34% of the total market value of the investment portfolio in MBS and CMOs with an average yield of 3.14%.  We invested in CMOs and MBS as part of our overall strategy to increase our net interest margin.  CMOs and MBS by their nature are affected by prepayments which are impacted by changes in interest rates.  In a normal declining rate environment, prepayments from MBS and CMOs would be expected to increase and the expected life of the investment would be expected to shorten.  However, as interest rates have increased, prepayments have declined and the average life of the MBS and CMOs have extended.  Premium amortization and discount accretion of these investments affects our net interest income.  Management monitors the prepayment trends of these investments and adjusts premium amortization and discount accretion based on several factors.  These factors include the type of investment, the investment structure, interest rates, interest rates on new mortgage loans, expectation of interest rate changes, current economic conditions, the level of principal remaining on the bond, the bond coupon rate, the bond origination date, and volume of

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available bonds in market.  The calculation of premium amortization and discount accretion is by its nature inexact, and represents management’s best estimate of principal pay downs inherent in the total investment portfolio.

The cumulative net-of-tax effect of the change in market value of the available-for-sale investment portfolio as of December 31, 2023 was an unrealized loss of $66,034,000 and is reflected in the Company’s equity.  At December 31, 2023, the effective duration of the available-for-sale investment portfolio was 4.56 years and the market value reflected a pre-tax unrealized loss of $72,450,000.  Management reviews market value declines on individual investment securities to determine whether there is a need to record impairment. For the years ended December 31, 2023, 2022, and 2021, no impaired was recorded. Future deterioration in the market values of our investment securities may require the Company to recognize unrealized losses.

Management’s review of all investments before purchase includes an analysis of how the security will perform under several interest rate scenarios to monitor whether investments are consistent with our investment policy.  The policy addresses issues of average life, duration, and concentration guidelines, prohibited investments, impairment, and prohibited practices.

Total interest income in 2023 increased $19,430,000 to $102,418,000 compared to $82,988,000 in 2022 and $73,856,000 in 2021, respectively.  The increase in 2023 was the result of yield changes and asset mix changes.  The tax-equivalent yield on interest earning assets increased to 4.43% for the year ended December 31, 2023 from 3.66% for the year ended December 31, 2022.  Average interest earning assets increased to $2,347,311,000 for the year ended December 31, 2023 compared to $2,313,766,000 for the year ended December 31, 2022.  Average interest-earning deposits in other banks increased $19,717,000 in 2023 compared to 2022.  Average yield on these deposits was 5.28% compared to 0.81% on December 31, 2023 and December 31, 2022 respectively.  Average investments and interest-earning deposits decreased $96,040,000 and the tax equivalent yield on those assets increased 70 basis points.  Average total loans increased $129,307,000 while the yield on average loans increased 60 basis points.

Interest expense on deposits in 2023 increased $14,330,000 or 1,197.16% to $15,527,000 compared to $1,197,000 in 2022 and increased $14,491,000 as compared to 2021.  The yield on interest-bearing deposits increased to 1.33% for the year ended December 31, 2023, compared to 0.10% for the year ended December 31, 2022.  The yield on interest-bearing deposits was unchanged at 0.10% when comparing 2022 to 2021.  Average interest-bearing deposits were $1,167,335,000 for 2023 compared to $1,149,581,000 and $1,074,493,000 for 2022 and 2021, respectively.

Average other borrowings were $86,250,000 with an effective rate of 5.17% for 2023 compared to $63,752,000 with an effective rate of 3.49% for 2022.  Included in other borrowings are the junior subordinated debentures acquired from Service 1st, subordinated debt, senior debt, advances on lines of credit, advances from the Federal Reserve’s Bank Term Funding Program (BTFP), advances from the Federal Home Loan Bank (FHLB), and overnight borrowings.  The junior subordinated debentures carry a floating rate based on the three month SOFR plus a margin of 1.60%. The rate was 7.26% for 2023 and 5.68% for 2022. The subordinated debt, issued in 2021, bears a fixed interest rate of 3.125% per year. The senior debt has an interest rate cap of 6.75% which was reached in 2022. At December 31, 2023 the interest rate on the BTFP advance was 4.81%. The interest rate on FHLB advances outstanding as of December 31, 2023 was 5.70%.

The cost of all interest-bearing liabilities was 1.59% for 2023, compared to 0.28% and 0.12% for 2022 and 2021, respectively.  The cost of total deposits was 0.72% for the year ended December 31, 2023, compared to 0.06% and 0.05% for the years ended December 31, 2022 and 2021, respectively.  Average demand deposits decreased 1.85% to $987,906,000 in 2023 compared to $1,006,511,000 for 2022 and $900,083,000 for 2021. The ratio of average non-interest demand deposits to average total deposits decreased to 45.84% for 2023 compared to 46.68% and 45.58% for 2022 and 2021, respectively.

Net Interest Income before Provision for Credit Losses

Net interest income before provision for credit losses for 2023 increased $2,863,000 or 3.60% to $82,429,000 compared to $79,566,000 for 2022.  The increase in 2023 was a result of yield changes, asset mix changes, and an increase in average earning assets, offset by an increase in average interest bearing liabilities. The net interest margin (NIM) increased six basis points. Yield on interest earning assets increased 77 basis points.  The increase in net interest margin in the period-to-period comparison resulted primarily from the increase in yields.

Net interest income before provision for credit losses increased $7,012,000 in 2022 compared to 2021, primarily due yield changes and asset mix changes. Average interest-earning assets were $2,347,311,000 for the year ended December 31, 2023 with a NIM of 3.58% compared to $2,313,766,000 with a NIM of 3.52% in 2022, and $2,088,989,000 with a NIM of 3.54% in 2021.  For a discussion of the repricing of our assets and liabilities, refer to Quantitative and Qualitative Disclosure about Market Risk.

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Non-Interest Income

Non-interest income is comprised of customer service charges, gains (losses) on sales and calls of investment securities, income from appreciation in cash surrender value of bank owned life insurance, loan placement fees, Federal Home Loan Bank dividends, and other income.  Non-interest income was $7,020,000 in 2023 compared to $5,054,000 and $9,005,000 in 2022 and 2021, respectively. The $1,966,000 or 38.90% increase in non-interest income in 2023 was driven by a decrease in net realized losses on sales and calls of investment securities, an increase in other income, partially offset by a decrease in loan placement fees and a decrease in service charge income. The $3,951,000 or 43.88% decrease in non-interest income in 2022 was driven by an increase in net realized losses on sales and calls of investment securities, a decrease in other income, and a decrease in loan placement fees, partially offset by an increase in service charge income, an increase in interchange fees and an increase in appreciation in cash surrender value of bank-owned life insurance.

Customer service charges decreased $511,000 to $1,503,000 in 2023 compared to $2,014,000 in 2022. Service charges were $1,901,000 in 2021.  The decrease in our fees is the result of lower NSF and analysis service charges.

During the year ended December 31, 2023, we realized net losses on sales and calls of investment securities of $907,000, compared to net losses of $1,730,000 in 2022, and net gains of $501,000 in 2021. The net gains in 2021 were the results of partial restructuring of the investment portfolio designed to improve the future performance of the portfolio. Realized losses recorded in 2023 and 2022 were the result of strategic decisions to reduce the overall impact of the Company’s investment portfolio. See Note 2 to the audited Consolidated Financial Statements for more detail.

Income from the appreciation in cash surrender value of bank owned life insurance (BOLI) totaled $1,035,000 in 2023 compared to $985,000 and $840,000 in 2022 and 2021, respectively.  The Bank’s salary continuation and deferred compensation plans and the related BOLI are used as retention tools for directors and key executives of the Bank.

Interchange fees totaled $1,780,000 in 2023 compared to $1,847,000 and $1,784,000 in 2022 and 2021, respectively.

The Company earns loan placement fees from the brokerage of single-family residential mortgage loans provided for the convenience of our customers.  Loan placement fees decreased $315,000 in 2023 to $584,000 compared to $899,000 in 2022 and $1,974,000 in 2021.

The Bank holds stock from the Federal Home Loan Bank in relationship with its borrowing capacity and generally receives quarterly dividends.  As of December 31, 2023 and 2022, we held FHLB stock totaling $7,136,000 and $6,169,000, respectively.  Dividends in 2023 increased to $498,000 compared to $367,000 in 2022 and $321,000 in 2021.

Other income increased to $2,125,000 in 2023 compared to $657,000 and $1,676,000 in 2022 and 2021, respectively. The increase in other income is primarily attributed to changes in fair value of other equity investments and increase in certain merchant fee activity.

Non-Interest Expenses

Salaries and employee benefits, occupancy and equipment, regulatory assessments, acquisition and integration-related expenses, data processing expenses, ATM/Debit card expenses, license and maintenance contract expenses, information technology, and professional services (consisting of audit, accounting, consulting and legal fees) are the major categories of non-interest expenses.  Non-interest expenses increased $6,816,000 or 14.06% to $55,300,000 in 2023 compared to $48,484,000 in 2022, and $47,977,000 in 2021.

Our efficiency ratio, measured as the percentage of non-interest expenses (exclusive of amortization of core deposit intangibles, other real estate owned, and repossessed asset expenses) to net interest income before provision for credit losses plus non-interest income (exclusive of realized gains or losses on sale and calls of investments) was 60.49% for 2023 compared to 54.51% for 2022 and 57.16% for 2021. The increase in the efficiency ratio in 2023 compared to 2022 was due to the the increase in non-interest expense.

Salaries and employee benefits increased $2,450,000 or 8.47% to $31,367,000 in 2023 compared to $28,917,000 in 2022 and $28,720,000 in 2021.  Full time equivalents were 246 for the year ended December 31, 2023 compared to 248 for the year ended December 31, 2022. The increase in salaries and employee benefits in 2023 compared to 2022 was from increases in salary to reflect current market conditions.

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For the years ended December 31, 2023, 2022, and 2021, the compensation cost recognized for equity-based compensation was $858,000, $776,000 and $562,000, respectively. As of December 31, 2023, there was $763,000 of total unrecognized compensation cost related to non-vested equity-based compensation arrangements granted under all plans.  The cost is expected to be recognized over a weighted average period of 2.16 years.  See Notes 1 and 13 to the audited Consolidated Financial Statements for more detail. No options to purchase shares of the Company’s common stock were issued during the years ending December 31, 2023, 2022, or 2021. Restricted common stock awards of 69,692, 56,089, and 31,496 shares were awarded in 2023, 2022, and 2021, respectively.

Occupancy and equipment expense increased $595,000 or 11.60% to $5,726,000 in 2023 compared to $5,131,000 in 2022 and $4,882,000 in 2021. The Company made no changes in its depreciation expense methodology. The Company operated 19 full-service offices at December 31, 2023 and December 31, 2022. During 2023, the Company opened one new banking center, a consolidation of two banking centers into a new location, and one banking center relocation.

Regulatory assessments were $1,312,000 in 2023 compared to $851,000 and $831,000 in 2022 and 2021, respectively.  The assessment base for calculating the amount owed is based on the formula of average assets minus average tangible equity.

Information technology expense increased $272,000 to $3,616,000 for the year ended December 31, 2023 compared to $3,344,000 and $2,868,000 in 2022 and 2021, respectively. Data processing expenses were $2,621,000 in 2023 compared to $2,245,000 in 2022 and $2,394,000 in 2021. Professional services increased $1,906,000 in 2023 compared to 2022 due to higher legal expenses and consulting fees related to the upcoming merger.

The following table shows significant components of other non-interest expense for the periods indicated:

For the Year Ended December 31,
(Dollars in thousands)202320222021
Telephone expenses$439$376$224
Armored car and courier service266257255
General insurance255211182
Education and training220191198
Operating losses21425380
Business development and entertainment21012287
Donations18812991
Meetings and meals18414482
Remote deposit capture16312362
Travel expense16211451
Internet banking expense158134320
Stationery and supplies153155150
Alarm and security service expense146121131
Risk management expense1429994
Community Reinvestment Act (CRA) donations13896106
Association expense121133121
Service charge fee expense1019977
Other1,110816988
Total other non-interest expense$4,370$3,573$3,299

Provision for Income Taxes

Our effective income tax rate was 24.5% for 2023 compared to 24.2% for 2022 and 25.3% for 2021.  The Company reported an income tax provision of $8,304,000, $8,496,000, and $9,616,000 for the years ended December 31, 2023, 2022, and 2021, respectively.

Some items of income and expense are recognized in different years for tax purposes than when applying generally accepted accounting principles leading to timing differences between the Company’s actual tax liability, and the amount accrued for this

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liability based on book income. These temporary differences comprise the “deferred” portion of the Company’s tax expense or benefit, which is accumulated on the Company’s books as a deferred tax asset or deferred tax liability until such time as they reverse.

Realization of the Company’s deferred tax assets is primarily dependent upon the Company generating sufficient future taxable income to obtain benefit from the reversal of net deductible temporary differences and the utilization of tax credit carryforwards and the net operating loss carryforwards for Federal and California state income tax purposes. The amount of deferred tax assets considered realizable is subject to adjustment in future periods based on estimates of future taxable income. Under generally accepted accounting principles, a valuation allowance is required to be recognized if it is “more likely than not” that the deferred tax assets will not be realized. The determination of the realization of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, including forecasts of future income, cumulative losses, applicable tax-planning strategies, and assessments of current and future economic and business conditions.

The Company had the net deferred tax assets of $38,456,000 and $43,377,000 at December 31, 2023 and 2022, respectively. After consideration of the matters in the preceding paragraph, the Company determined that it is more likely than not that the net deferred tax assets at December 31, 2023 and 2022 will be fully realized in future years.

FINANCIAL CONDITION

Summary of Changes in Consolidated Balance Sheets

Total assets were $2,433,426,000 as of December 31, 2023, compared to $2,422,519,000 as of December 31, 2022, an increase of 0.45% or $10,907,000.  Total gross loans were $1,290,797,000 as of December 31, 2023, compared to $1,256,304,000 as of December 31, 2022, an increase of $34,493,000 or 2.75%.  The total investment portfolio decreased 5.64% or $54,203,000 to $906,287,000.  Total deposits decreased 2.76% or $58,037,000 to $2,041,612,000 as of December 31, 2023, compared to $2,099,649,000 as of December 31, 2022.  Shareholders’ equity increased $32,404,000 or 18.55% to $207,064,000 as of December 31, 2023, compared to $174,660,000 as of December 31, 2022. The increase in shareholders’ equity was driven by the decrease in net unrealized losses on the investment portfolio, net of estimated taxes, in accumulated other comprehensive income (AOCI), supported by the retention of earnings, net of dividends paid. Accrued interest payable and other liabilities were $35,006,000 as of December 31, 2023, compared to $32,611,000 as of December 31, 2022, an increase of $2,395,000.

Fair Value

The Company measures the fair value of its financial instruments utilizing a hierarchical framework associated with the level of observable pricing scenarios utilized in measuring financial instruments at fair value.  The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of the observable pricing scenario.  Financial instruments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of observable pricing and a lesser degree of judgment utilized in measuring fair value.  Conversely, financial instruments rarely traded or not quoted will generally have little or no observable pricing and a higher degree of judgment utilized in measuring fair value.  Observable pricing scenarios are impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction.

See Note 16 of the Notes to Consolidated Financial Statements for additional information about the level of pricing transparency associated with financial instruments carried at fair value.

Investments

The following table reflects the balances for each category of securities at year end (in thousands):

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Amortized Cost at December 31,
Available-for-Sale Securities202320222021
U.S. Treasury securities$9,990$9,990$9,988
U.S. Government agencies102107373
Obligations of states and political subdivisions198,070201,638512,952
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations88,874117,292213,471
Private label mortgage and asset backed securities372,610411,441317,089
Corporate debt securities44,500
Total Available-for-Sale Securities$669,646$740,468$1,098,373
Amortized Cost at December 31,
Held-to-Maturity Securities202320222021
Obligations of states and political subdivisions$192,070$192,004$
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations10,75810,430
Private label mortgage and asset backed securities54,57956,691
Corporate debt securities46,08645,982
Total Held-to-Maturity Securities$303,493$305,107$

Our investment portfolio consists of U.S. Government sponsored entities and agencies collateralized by mortgage backed obligations and obligations of states and political subdivision securities and are classified at the date of acquisition as available-for-sale or held-to-maturity.  As of December 31, 2023, investment securities with a fair value of $326,054,000, or 36.24% of our investment securities portfolio, were held as collateral for public funds, short and long-term borrowings, treasury, tax, and for other purposes.  Our investment policies are established by the Board of Directors and implemented by our Investment/Asset Liability Committee.  They are designed primarily to provide and maintain liquidity, to enable us to meet our pledging requirements for public money and borrowing arrangements, to generate a favorable return on investments without incurring undue interest rate and credit risk, and to complement our lending activities.

Our investment portfolio as a percentage of total assets is generally higher than our peers due primarily to our comparatively low loan-to-deposit ratio.  Our loan-to-deposit ratio at December 31, 2023 was 63.22% compared to 59.83% at December 31, 2022.  The loan to deposit ratio of our peers was 78.00% at December 31, 2023.  Peer group information from S&P Global Market Intelligence data includes bank holding companies in central California with assets from $1 billion to $3.5 billion.

The total investment portfolio decreased 5.64% or $54,203,000 to $906,287,000 at December 31, 2023, from $960,490,000 at December 31, 2022.  The market value of the portfolio reflected an unrealized loss of $72,450,000 at December 31, 2023, compared to an unrealized loss of $91,643,000 at December 31, 2022.

Losses recognized in 2023, 2022, and 2021 were incurred in order to reposition the investment securities portfolio based on the current rate environment.  As market interest rates or risks associated with a security’s issuer continue to change and impact the actual or perceived values of investment securities, the Company may determine that selling these securities and using proceeds to purchase securities that fit with the Company’s current risk profile is appropriate and beneficial to the Company.

The Board and management have had periodic discussions about our strategy for risk management in dealing with potential losses as interest rates rise. We have been managing the portfolio with an objective of optimizing risk and return in various interest rate scenarios. We do not attempt to predict future interest rates, but we analyze the cash flows of our investment portfolio in different interest rate scenarios in connection with the rest of our balance sheet to design an investment portfolio that optimizes performance.

The Company periodically evaluates each investment security for other-than-temporary impairment, relying primarily on industry analyst reports, observation of market conditions and interest rate fluctuations. The portion of the impairment that is attributable to a shortage in the present value of expected future cash flows relative to the amortized cost should be recorded as a current period charge to earnings. The discount rate in this analysis is the original yield expected at time of purchase.

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For those bonds that met the evaluation criteria, management obtained and reviewed the most recently published national credit ratings for those bonds. For those bonds that were obligations of states and political subdivisions with an investment grade rating by the rating agencies, management also evaluated the financial condition of the municipality and any applicable municipal bond insurance provider and concluded that no credit related impairment existed. There were no impairment losses recorded during the years ended December 31, 2023, 2022, or 2021.

The amortized cost, maturities and weighted average yield of investment securities at December 31, 2023 are summarized in the following table.

(Dollars in thousands)In one year or lessAfter one through five yearsAfter five through ten yearsAfter ten yearsTotal
Available-for-Sale SecuritiesAmountYield(1)AmountYield(1)AmountYield(1)AmountYield(1)AmountYield(1)
Debt securities(1)
U.S. Treasury securities$%$9,990%$%$%$9,9901.25%
U.S. Government agencies1024.25%1024.25%
Obligations of states and political subdivisions (2)40,2643.39%157,8064.21%198,0704.04%
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations16.07%171.26%3,6276.60%85,2295.53%88,8745.14%
Private label residential mortgage and asset backed securities32,8008.26%19,9415.99%10,2592.53%309,6102.91%372,6103.54%
$32,8018.26%$29,9484.41%$54,1503.45%$552,7473.69%$669,6463.92%
(Dollars in thousands)In one year or lessAfter one through five yearsAfter five through ten yearsAfter ten yearsTotal
Held-to-Maturity SecuritiesAmountYield(1)AmountYield(1)AmountYield(1)AmountYield(1)AmountYield(1)
Debt securities(1)
Obligations of states and political subdivisions (2)$%$8,4632.14%$74,7462.69%$108,8613.80%$192,0703.29%
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations10,7583.00%10,7583.00%
Private label residential mortgage and asset backed securities54,5792.93%54,5792.93%
Corporate debt securities46,0864.40%46,0864.40%
$%$8,4632.14%$120,8323.34%$174,1983.48%$303,4933.39%

(1)Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.  Expected maturities will also differ from contractual maturities due to unscheduled principal pay downs.

(2)Not computed on a tax equivalent basis.

Loans

Total gross loans increased $34,493,000 or 2.75% to $1,290,797,000 as of December 31, 2023, compared to $1,256,304,000 as of December 31, 2022.

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The following table sets forth information concerning the composition of our loan portfolio as of December 31, 2023, 2022, 2021, 2020, and 2019.

20232022202120202019
Loan Type (Dollars in thousands)Amount% of Gross LoansAmount% of Total LoansAmount% of Total LoansAmount% of Total LoansAmount% of Total Loans
Commercial:
Commercial and industrial$105,4668.2%$141,19711.3%$136,60013.2%$273,43124.7%$101,64810.8%
Agricultural production33,5562.6%37,0072.9%40,8603.9%21,9712.0%23,1592.5%
Total commercial139,02210.8%178,20414.2%177,46017.1%295,40226.7%124,80713.3%
Real estate:
Construction & other land loans33,4722.6%109,1758.7%61,5865.9%55,4195.0%73,7187.8%
Commercial real estate - owner occupied215,14616.7%194,66315.5%212,23420.4%208,84318.9%197,94621.0%
Commercial real estate - non-owner occupied539,52241.9%464,80937.0%369,52935.6%338,88830.7%329,33535.0%
Farmland120,6749.4%119,6489.5%98,4819.5%84,2587.6%76,3048.1%
Multi-family residential61,3074.8%24,5862.0%26,0842.5%28,7182.6%31,2403.3%
1-4 family - close-ended96,5587.5%93,5107.5%33,3773.2%34,2453.1%38,4564.1%
1-4 family - revolving27,6482.1%30,0712.4%22,2462.1%21,3931.9%26,3902.8%
Total real estate1,094,32784.9%1,036,46282.6%823,53779.3%771,76469.8%773,38982.1%
Consumer55,6064.3%40,2523.2%37,2433.6%37,7933.4%43,6694.6%
Total gross loans1,288,955100.0%1,254,918100.0%1,038,240100.0%1,104,959100.0%941,865100.0%
Net deferred origination fees1,8421,386871(2,612)1,515
Loans, net of deferred origination fees1,290,7971,256,3041,039,1111,102,347943,380
Allowance for credit losses(14,653)(10,848)(9,600)(12,915)(9,130)
Total loans, net (1)$1,276,144$1,245,456$1,029,511$1,089,432$934,250
(1) Includes nonaccrual loans of:$$$946$3,278$1,693

At December 31, 2023, loans acquired in the FLB, SVB and VCB acquisitions had a balance of $58,983,000, of which $1,633,000 were commercial loans, $53,591,000 were real estate loans, and $3,759,000 were consumer loans. At December 31, 2022, the acquired loans had a balance of $73,456,000, of which $2,049,000 were commercial loans, $66,583,000 were real estate loans, and $4,824,000 were consumer loans.

At December 31, 2023, in management’s judgment, a concentration of loans existed in commercial loans and real-estate-related loans, representing approximately 95.5% of total loans of which 10.7% were commercial and 84.8% were real-estate-related.  This level of concentration is consistent with a concentration of 96.8% at December 31, 2022.  Although we believe the loans within this concentration have no more than the normal risk of collectability, a substantial decline in the performance of the economy in general or a decline in real estate values in our primary market areas, in particular, could have an adverse impact on collectability, increase the level of real estate-related nonperforming loans, or have other adverse effects which alone or in the aggregate could have a material adverse effect on our business, financial condition, results of operations and cash flows.  The Company did not engage in any sub-prime mortgage lending activities during the years ended December 31, 2023 and 2022.

We believe that our commercial real estate loan underwriting policies and practices result in prudent extensions of credit, but recognize that our lending activities result in relatively high reported commercial real estate lending levels.  Commercial real estate loans include certain loans which represent low to moderate risk and certain loans with higher risks.

The Board of Directors review and approve concentration limits and exceptions to limitations of concentration are reported to the Board of Directors at least quarterly.

Loan Maturities

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The following table presents information concerning loan maturities and sensitivity to changes in interest rates of the indicated categories of our loan portfolio, as well as loans in those categories maturing after one year that have fixed or floating interest rates at December 31, 2023.

(In thousands)One Year or LessAfter One Through Five YearsAfter Five Through Fifteen YearsAfter Fifteen YearsTotal
Loan Maturities:
Commercial and agricultural$63,194$55,857$17,929$1,931$138,911
Real estate construction and other land loans26,7503,2672,62083633,473
Other real estate37,331238,937512,894148,272937,434
Consumer and installment3,32316,40469,77089,640179,137
Total gross loans$130,598$314,465$603,213$240,679$1,288,955
Sensitivity to Changes in Interest Rates:
Loans with fixed interest rates$47,813$204,104$238,091$69,687$559,695
Loans with floating interest rates (1)82,785110,361365,122170,992729,260
Total gross loans$130,598$314,465$603,213$240,679$1,288,955
(1) Includes floating rate loans which are currently at their floor rate in accordance with their respective loan agreement$51$24,307$258,657$109,966$392,981

Nonperforming Assets

Nonperforming assets consist of nonperforming loans, other real estate owned (OREO), and repossessed assets. Nonperforming loans are those loans which have (i) been placed on nonaccrual status; (ii) been classified as doubtful under our asset classification system; or (iii) become contractually past due 90 days or more with respect to principal or interest and have not been restructured or otherwise placed on nonaccrual status. A loan is classified as nonaccrual when 1) it is maintained on a cost recovery method because of deterioration in the financial condition of the borrower; 2) payment in full of principal or interest under the original contractual terms is not expected; or 3) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection. We measure all loans placed on nonaccrual status for impairment based on the fair value of the underlying collateral or the net present value of the expected cash flows.

Our consolidated financial statements are prepared on the accrual basis of accounting, including the recognition of interest income on loans.  Interest income from nonaccrual loans is recorded only if collection of principal in full is not in doubt and when cash payments, if any, are received.

Loans are placed on nonaccrual status and any accrued but unpaid interest income is reversed and charged against income when the payment of interest or principal is 90 days or more past due.  Loans in the nonaccrual category are treated as nonaccrual loans even though we may ultimately recover all or a portion of the interest due.  These loans return to accrual status when the loan becomes contractually current, future collectability of amounts due is reasonably assured, and a minimum of six months of satisfactory principal repayment performance has occurred.  See Note 3 of the Company’s audited Consolidated Financial Statements in Item 8 of this Annual Report.

At December 31, 2023 and December 31, 2022, there were no nonperforming assets. Total nonperforming assets at December 31, 2023 and December 31, 2022, included no nonaccrual loans, no OREO, and no repossessed assets. See Note 3 of the Company’s audited Consolidated Financial Statements in Item 8 of this Annual Report concerning our recorded investment in loans for which impairment has been recognized.

A summary of nonaccrual, restructured, and past due loans at December 31, 2023, 2022, 2021, 2020, and 2019 is set forth below.  The Company had no loans past due more than 90 days and still accruing interest at December 31, 2023 and 2022.  Management is not aware of any potential problem loans, which were current and accruing at December 31, 2023, where serious doubt existed as to the ability of the borrower to comply with the present repayment terms.  Management can give no assurance that nonaccrual and other nonperforming loans will not increase in the future.

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Composition of Nonaccrual, Past Due and Restructured Loans

(As of December 31, Dollars in thousands)20232022202120202019
Nonaccrual Loans:
Commercial and industrial$$$312$752$187
Agricultural production634
Owner occupied real estate370416
Real estate construction and other land loans1,556
Agricultural real estate321
Commercial real estate512381
Equity loans and line of credit66
Consumer and installment88
Restructured loans (non-accruing):
Equity loans and line of credit322
Total nonaccrual9463,2781,693
Accruing loans past due 90 days or more
Total nonperforming loans$$$946$3,278$1,693
Interest foregone$$132$99$177$85
Nonperforming loans to total loans%%0.09%0.30%0.18%

OREO represents real property taken either through foreclosure or through a deed in lieu thereof from the borrower. OREO is carried at the lesser of cost or fair market value less selling costs. As of December 31, 2023 and 2022, the Bank had no OREO properties. The Company held no repossessed assets at December 31, 2023 and 2022, which would be included in other assets on the consolidated balance sheets.

Allowance for Credit Losses

We have established a methodology for determining the adequacy of the allowance for credit losses made up of collective and individually evaluated loans.  The methodology is set forth in a formal policy and takes into consideration the need for an overall allowance for credit losses as well as specific allowances for individually evaluated loans. The allowance for credit losses is an estimate of expected credit losses in the Company’s loan portfolio.

The measurement of the allowance for credit losses on collectively evaluated loans is based on modeled expectations of lifetime expected credit losses utilizing national and local peer group historical losses, weighting of economic scenarios, and other relevant factors. The Company incorporates forward-looking information using macroeconomic scenarios, which include variables that are considered key drivers of credit losses within the portfolio. The Company uses a probability-weighted, multiple scenario forecast approach. These scenarios may consist of a base forecast representing the most likely scenario, or baseline, combined with downside and upside scenarios reflecting possibly worsening or improving economic conditions.

In originating loans, we recognize that losses will be experienced and that the risk of loss will vary with, among other things, the type of loan being made, the creditworthiness of the borrower over the term of the loan, general economic conditions and, in the case of a secured loan, the quality of the collateral securing the loan.  The allowance is increased by provisions charged against earnings and recoveries, and reduced by net loan charge-offs.  Loans are charged off when they are deemed to be uncollectible, or partially charged off when portions of a loan are deemed to be uncollectible.  Recoveries are generally recorded only when cash payments are received.

The allowance for credit losses is maintained to cover lifetime expected credit losses in the loan portfolio.  The responsibility for the review of our assets and the determination of the adequacy lies with management and our Audit/Compliance Committee.  They delegate the authority to the Chief Credit Officer (CCO) to determine the loss reserve ratio for each type of asset and to review, at least quarterly, the adequacy of the allowance based on an evaluation of the portfolio, past experience, prevailing market conditions, economic scenarios, amount of government guarantees, concentration in loan types and other relevant factors.

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Management adheres to an internal asset review system designed to provide for timely recognition of problem assets and adequate valuation allowances of collateral dependent loans.  The Company’s asset monitoring process includes the use of asset classifications to segregate the assets, largely loans and real estate, into various risk categories.  The Company uses the various asset classifications as a means of measuring risk and determining the adequacy of valuation allowances by using a nine-grade system to classify assets.  In general, all credit facilities exceeding 90 days of delinquency require classification and are placed on nonaccrual.

The following table summarizes the Company’s loan loss experience, as well as provisions and recoveries (charge-offs) to the allowance and certain pertinent ratios for the periods indicated:

(Dollars in thousands)20232022202120202019
Loans outstanding at December 31,$1,288,955$1,254,918$1,038,240$1,104,959$941,865
Average loans outstanding during the year$1,263,226$1,133,919$1,069,653$1,055,712$930,883
Allowance for credit losses:
Balance at beginning of year$10,848$9,600$12,915$9,130$9,104
Impact of adoption of ASU 2016-133,910
Deduct loans charged off:
Commercial(636)(27)(46)(121)(1,032)
Consumer(53)(151)(221)(108)(164)
Total loans charged off(689)(178)(267)(229)(1,196)
Add recoveries of loans previously charged off:
Commercial609367701612134
Commercial real estate319
1-4 family real estate15
Consumer455923212763
Total recoveries6694261,252739197
Net (charge-offs) recoveries(20)248985510(999)
(Credit) provision for credit losses(85)1,000(4,300)3,2751,025
Balance at end of year$14,653$10,848$9,600$12,915$9,130
Allowance for credit losses as a percentage of outstanding loan balance1.14%0.86%0.92%1.17%0.97%
Net (charge-offs) recoveries to average loans outstanding%0.02%0.09%0.05%(0.11)%

Managing credits identified through the risk evaluation methodology includes developing a business strategy with the customer to mitigate our losses.  Management continues to monitor these credits with a view to identifying as early as possible when, and to what extent, additional provisions may be necessary.

The allowance for credit losses is reviewed at least quarterly by the Company’s Board of Directors’ Audit/Compliance Committee.  Reserves are allocated to loan portfolio segments using percentages which are based on both historical risk elements such as delinquencies and losses and predictive risk elements such as economic, competitive and environmental factors.  We have adopted the specific reserve approach to allocate reserves to each individually analyzed asset for the purpose of estimating potential loss exposure.  Although the allowance for credit losses is allocated to various portfolio categories, it is general in nature and available for the loan portfolio in its entirety.  Additions may be required based on the results of independent loan portfolio examinations, regulatory agency examinations, or our own internal review process.  Additions are also required when, in management’s judgment, the reserve does not properly reflect the potential loss exposure.

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The allocation of the allowance for credit losses is set forth below:

20232022202120202019
Loan Type (Dollars in thousands)AmountPercent of Loans in Each Category to Total LoansAmountPercent of Loans in Each Category to Total LoansAmountPercent of Loans in Each Category to Total LoansAmountPercent of Loans in Each Category to Total LoansAmountPercent of Loans in Each Category to Total Loans
Commercial:
Commercial and industrial$9488.2%$1,58511.3%$1,68913.2%$1,75724.7%$1,10610.8%
Agricultural production5272.6%2292.9%3203.9%2552.0%3132.5%
Real estate:
Construction & other land loans8482.6%1,6788.7%8125.9%1,2045.0%9327.8%
Commercial real estate - owner occupied1,94516.7%81415.5%1,35520.4%2,12818.9%1,31921.0%
Commercial real estate - non-owner occupied5,57441.9%4,38837.0%3,80535.6%4,78130.7%3,45335.0%
Farmland1,2549.4%8639.5%6979.5%8387.6%9258.1%
Multi-family residential6424.8%602.0%722.5%2232.6%1403.3%
1-4 family - close-ended1,4447.5%4657.5%1383.2%2483.1%2644.1%
1-4 family - revolving5202.1%1422.4%1182.1%2091.9%1612.8%
Consumer9514.3%2843.2%3143.6%6413.4%4814.6%
Unallocated reserves34028063136
Total allowance for credit losses$14,653100.0%$10,848100.0%$9,600100.0%$12,915100.0%$9,130100.0%

Loans are charged to the allowance for credit losses when the loans are deemed uncollectible.  It is the policy of management to make additions to the allowance so that it remains adequate to cover all expected lifetime loan losses that exist in the portfolio at that time.

As of December 31, 2023, the allowance for credit losses (ACL) was $14,653,000, compared to $10,848,000 at December 31, 2022, a net increase of $3,805,000.  The net increase in the ACL was primarily attributed to adoption of ASU 2016-13 (CECL). This adoption resulted in an increase to the ACL effective January 1, 2023 of $3,910,000. Net charge-offs totaled $20,000 and there was a credit for credit losses was $85,000 for the year ended December 31, 2023.

The balance of classified loans and loans graded special mention totaled $20,301,000 and $9,000,000 at December 31, 2023 and $27,785,000 and $31,023,000 at December 31, 2022, respectively.  The balance of undisbursed commitments to extend credit on construction and other loans and letters of credit was $276,270,000 as of December 31, 2023, compared to $288,141,000 as of December 31, 2022. At December 31, 2023 and 2022, the balance of a contingent allocation for probable loan loss experience on unfunded obligations was $839,000 and $110,000, respectively. The contingent allocation for probable loan loss experience on unfunded obligations is calculated by management using appropriate, systematic, and consistently applied processes.  While related to credit losses, this allocation is not a part of ACL and is considered separately as a liability for accounting and regulatory reporting purposes.  Risks and uncertainties exist in all lending transactions and our management and Directors’ Loan Committee have established reserve levels based on economic uncertainties and other risks that exist as of each reporting period.

The ACL as a percentage of total loans was 1.14% at December 31, 2023, and 0.86% at December 31, 2022. Total loans include FLB, SVB and VCB loans that were recorded at fair value in connection with the acquisitions of $58,983,000 at December 31, 2023 and $73,456,000 at December 31, 2022. Excluding these acquired loans from the calculation, the ACL to total gross loans was 1.19% and 0.92% as of December 31, 2023 and 2022, respectively. The loan portfolio acquired in the mergers was booked at fair value with no associated allocation in the ACL. Under current CECL methodology these loans now have an associated ACL.

Assumptions regarding the collateral value of various under-performing loans may affect the level and allocation of the allowance for credit losses in future periods.  The allowance may also be affected by trends in the amount of charge-offs experienced or expected trends within different loan portfolios. However, the total reserve rates on collectively evaluated loan pools include quantitative factors which are systematically derived and consistently applied to reflect conservatively estimated losses at the date of the financial statements. Based on the above considerations and given recent changes in historical charge-off rates included in the ACL modeling and the changes in other factors, management determined that the ACL was appropriate as of December 31, 2023.

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There were no non-performing loans as of December 31, 2023 or December 31, 2022. The Company had no other real estate owned at December 31, 2023 or December 31, 2022. No foreclosed assets were recorded at December 31, 2023 or December 31, 2022. Management believes the ACL at December 31, 2023 is adequate based upon its ongoing analysis of the loan portfolio, historical loss trends and other factors.  However, no assurance can be given that the Company may not sustain charge-offs which are in excess of the allowance in any given period.

Goodwill and Intangible Assets

Business combinations involving the Bank’s acquisition of the equity interests or net assets of another enterprise give rise to goodwill.  Total goodwill at December 31, 2023 was $53,777,000 consisting of $13,466,000, $10,394,000, $6,340,000, $14,643,000 and $8,934,000 representing the excess of the cost of FLB, SVB, VCB, Service 1st Bancorp, and Bank of Madera County, respectively, over the net amounts assigned to assets acquired and liabilities assumed in the transactions accounted for under the purchase method of accounting.  The value of goodwill is ultimately derived from the Company’s ability to generate net earnings after the acquisitions and is not deductible for tax purposes. The fair values of assets acquired and liabilities assumed are subject to adjustment during the first twelve months after the acquisition date if additional information becomes available to indicate a more accurate or appropriate value for an asset or liability.  A significant decline in net earnings, among other factors, could be indicative of a decline in the fair value of goodwill and result in impairment.  For that reason, goodwill is assessed at least annually for impairment.

Management performed an annual impairment test in the third quarter of 2023 utilizing various qualitative factors. Management believes these factors are sufficient and comprehensive and as such, no further factors need to be assessed at this time. Based on management’s analysis performed, no impairment was required.

Goodwill is also assessed for impairment between annual tests if a triggering event occurs or circumstances change that may cause the fair value of a reporting unit to decline below its carrying amount. Management considers the entire Company to be one reporting unit. No such events or circumstances arose during for the year ended December 31, 2023. Changes in the economic environment, operations of the reporting unit or other adverse events could result in future impairment charges which could have a material adverse impact on the Company’s operating results.

Intangible assets were represented by the estimated fair value of the core deposit relationships acquired in the 2013 acquisition of VCB of $1,365,000.  Core deposit intangibles were being amortized using the straight-line method over an estimated life of five to ten years from the date of acquisition.  The carrying value of intangible assets at December 31, 2023 was $0, net of $1,365,000 in accumulated amortization expense.  The carrying value at December 31, 2022 was $68,000, net of $1,297,000 in accumulated amortization expense.  Management would evaluate the remaining useful life quarterly to determine whether events or circumstances warrant a revision to the remaining periods of amortization.  Based on prior evaluations, no changes to the remaining useful life was required. Amortization expense recognized was $68,000 for 2023, $454,000 for 2022 and $661,000 for 2021.

Deposits and Borrowings

The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up to applicable legal limits. All of a depositor’s accounts at an insured depository institution, including all non-interest bearing transactions accounts, will be insured by the FDIC up to the standard maximum deposit insurance amount of $250,000 for each deposit insurance ownership category.

Total deposits decreased $58,037,000 or 2.76% to $2,041,612,000 as of December 31, 2023, compared to $2,099,649,000 as of December 31, 2022.  Interest-bearing deposits increased $46,989,000 or 4.50% to $1,090,071,000 as of December 31, 2023, compared to $1,043,082,000 as of December 31, 2022.  Non-interest bearing deposits decreased $105,026,000 or 9.94% to $951,541,000 as of December 31, 2023, compared to $1,056,567,000 as of December 31, 2022.  The Company’s deposit balances for the year ended December 31, 2023 decreased through normal customer deposit related activity. Average non-interest bearing deposits to average total deposits was 45.84% for the year ended December 31, 2023 compared to 46.68% for the same period in 2022. Based on FDIC deposit market share information published as of June 2023, our total market share of deposits in Fresno, Madera, San Joaquin, and Tulare counties was 4.15% in 2023 compared to 3.66% in 2022. Our total market share in the other counties as of June 2023 and 2022 we operate in (Merced, Placer, Sacramento, and Stanislaus), was less than 1.00%.

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The composition of the deposits and average interest rates paid at December 31, 2023 and December 31, 2022 is summarized in the table below.

(Dollars in thousands)December 31, 2023% of Total DepositsEffective RateDecember 31, 2022% of Total DepositsEffective Rate
NOW accounts$251,33412.3%0.13%$324,08915.4%0.06%
MMA accounts497,04324.4%1.68%435,78320.8%0.17%
Time deposits162,0857.9%3.68%67,9233.2%0.14%
Savings deposits179,6098.8%0.12%215,28710.3%0.01%
Total interest-bearing1,090,07153.4%1.33%1,043,08249.7%0.10%
Non-interest bearing951,54146.6%1,056,56750.3%
Total deposits$2,041,612100.0%$2,099,649100.0%

We have no known foreign deposits.  The following table sets forth the average amount of and the average rate paid on certain deposit categories which were in excess of 10% of average total deposits for the years ended December 31, 2023, 2022, and 2021.

202320222021
(Dollars in thousands)BalanceRateBalanceRateBalanceRate
Savings and NOW accounts$473,1020.26%$581,2850.04%$529,0430.03%
Money market accounts$531,0131.68%$486,8230.17%$455,5750.15%
Non-interest bearing demand$987,906$1,006,511$900,083
Total deposits$2,155,2410.72%$2,156,0920.06%$1,974,5760.05%

The following table sets forth the maturity of time certificates of deposit and other time deposits of $250,000 or more at December 31, 2023.

(In thousands)
Three months or less$19,124
Over 3 through 6 months1,642
Over 6 through 12 months2,198
Over 12 months1,293
$24,257

As of December 31, 2023, the Company had $93,134,000 in Brokered CD deposits. The Company had no Brokered CD deposits as of December 31, 2022.

As of December 31, 2023, the Company had $35,000,000 in short-term Federal Home Loan Bank (FHLB) of San Francisco advances and $45,000,000 in short-term advances from the Federal Reserve’s Bank Term Funding Program (BTFP). There was $46,000,000 in short-term FHLB advances as of December 31, 2022. We maintain a line of credit with the FHLB collateralized by government securities and loans.  Refer to Liquidity section below for further discussion of FHLB and BTFP advances. The Bank had unsecured lines of credit with its correspondent banks which, in the aggregate, amounted to $110,000,000 at December 31, 2023 and 2022, at interest rates which vary with market conditions. As of December 31, 2023 and 2022, the Company had no overnight borrowings outstanding under these credit facilities.

The Company’s uninsured balances with correspondent banks totaled $3,813,000 and $1,696,000 at December 31, 2023 and 2022, respectively.

Capital Resources

Capital serves as a source of funds and helps protect depositors and shareholders against potential losses.  Historically, the primary sources of capital for the Company have been internally generated capital through retained earnings and the issuance of common and preferred stock.

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The Company has historically maintained substantial levels of capital.  The assessment of capital adequacy is dependent on several factors including asset quality, earnings trends, liquidity and economic conditions.  Maintenance of adequate capital levels is integral to providing stability to the Company.  The Company needs to maintain substantial levels of regulatory capital to give it maximum flexibility in the changing regulatory environment and to respond to changes in the market and economic conditions.

Our shareholders’ equity was $207,064,000 as of December 31, 2023, compared to $174,660,000 as of December 31, 2022.  The increase in shareholders’ equity is the result of increase in accumulated other comprehensive income (AOCI) of $15,193,000, from primarily a decrease in the unrealized loss recorded on the Company’s investment portfolio, the increase in retained earnings from our net income of $25,536,000, the effect of share-based compensation expense of $858,000, and stock issued under our employee stock purchase plan of $206,000. These increases were partially offset by the payment of common stock cash dividends of $5,657,000.

During 2023, the Bank declared and paid cash dividends to the Company in the amount of $6,963,000 in connection with the cash dividends to the Company’s shareholders, and expenditures paid by the Company, approved by the Company’s Board of Directors. The Company declared and paid a total of $5,657,000 or $0.48 per common share cash dividend to shareholders of record during the year ended December 31, 2023.

During 2022, the Company made a capital contribution to the Bank in the amount of $38,000,000 in connection with the senior and subordinated debt proceeds approved by the Company’s Board of Directors. The Company declared and paid a total of $5,638,000 or $0.48 per common share cash dividend to shareholders of record during the year ended December 31, 2022. During the year ended December 31, 2022, the Company repurchased and retired common stock in the amount of $6,814,000.

During 2021 the Bank declared and paid cash dividends to the Company in the amount of $7,679,000 in connection with cash dividends to the Company’s shareholders, and expenditures paid by the Company, approved by the Company’s Board of Directors. The Company declared and paid a total of $5,757,000 or $0.47 per common share cash dividend to shareholders of record during the year ended December 31, 2021. During the year ended December 31, 2021, the Company repurchased and retired common stock in the amount of $13,619,000.

The following table sets forth certain financial ratios for the years ended December 31, 2023, 2022, and 2021.

202320222021
Net income:
To average assets1.04%1.09%1.25%
To average shareholders’ equity13.81%14.25%11.50%
Dividends declared per share to net income per share22.21%21.14%19.75%
Average shareholders’ equity to average assets7.51%7.67%10.89%

Management considers capital requirements as part of its strategic planning process.  The strategic plan calls for continuing increases in assets and liabilities, and the capital required may therefore be in excess of retained earnings.  The ability to obtain capital is dependent upon the capital markets as well as our performance.  Management regularly evaluates sources of capital and the timing required to meet its strategic objectives.

The Board of Governors, the FDIC and other federal banking agencies have issued risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations for both transactions reported on the balance sheet as assets, and transactions, such as letters of credit and recourse arrangements, which are reported as off-balance-sheet items.

The following table presents the Company’s regulatory capital ratios as of December 31, 2023 and December 31, 2022:

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(Dollars in thousands)Actual Ratio
December 31, 2023AmountRatio
Tier 1 Leverage Ratio$222,5679.18%
Common Equity Tier 1 Ratio (CET 1)$217,56712.78%
Tier 1 Risk-Based Capital Ratio$222,56713.07%
Total Risk-Based Capital Ratio$273,69916.08%
December 31, 2022
Tier 1 Leverage Ratio$205,1548.37%
Common Equity Tier 1 Ratio (CET 1)$200,15411.92%
Tier 1 Risk-Based Capital Ratio$205,15412.22%
Total Risk-Based Capital Ratio$250,55614.92%

The following table presents the Bank’s regulatory capital ratios as of December 31, 2023 and December 31, 2022:

(Dollars in thousands)Actual RatioMinimum regulatory requirement (1)Minimum requirement for “Well-Capitalized” Institution
December 31, 2023AmountRatioAmountRatioAmountRatio
Tier 1 Leverage Ratio$285,09911.75%$97,0164.00%$121,2715.00%
Common Equity Tier 1 Ratio (CET 1)$285,09916.76%$76,5267.00%$110,5386.50%
Tier 1 Risk-Based Capital Ratio$285,09916.76%$102,0358.50%$136,0478.00%
Total Risk-Based Capital Ratio$301,64217.74%$136,04710.50%$170,05810.00%
December 31, 2022
Tier 1 Leverage Ratio$266,37310.86%$98,0754.00%$122,5945.00%
Common Equity Tier 1 Ratio (CET 1)$266,37315.87%$75,5167.00%$109,0796.50%
Tier 1 Risk-Based Capital Ratio$266,37315.87%$100,6888.50%$134,2518.00%
Total Risk-Based Capital Ratio$277,33116.53%$134,25110.50%$167,81410.00%
(1) The minimum regulatory requirement threshold includes the capital conservation buffer of 2.50%.

The Company succeeded to all of the rights and obligations of the Service 1st Capital Trust I, a Delaware business trust, in connection with the acquisition of Service 1st as of November 12, 2008.  The Trust was formed on August 17, 2006 for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by Service 1st.  Under applicable regulatory guidance, the amount of trust preferred securities that is eligible as Tier 1 capital is limited to 25% of the Company’s Tier 1 capital on a pro forma basis.  At December 31, 2023, all of the trust preferred securities that have been issued qualify as Tier 1 capital.  The trust preferred securities mature on October 7, 2036, are redeemable at the Company’s option beginning five years after issuance, and require quarterly distributions by the Trust to the holder of the trust preferred securities at a variable interest rate which will adjust quarterly to equal the three-month SOFR plus 1.60%.

The Trust used the proceeds from the sale of the trust preferred securities to purchase approximately $5,155,000 in aggregate principal amount of Service 1st’s junior subordinated notes (the Notes).  The Notes bear interest at the same variable interest rate during the same quarterly periods as the trust preferred securities.  The Notes are redeemable by the Company on any January 7, April 7, July 7, or October 7 on or after October 7, 2012 or at any time within 90 days following the occurrence of certain events, such as: (i) a change in the regulatory capital treatment of the Notes (ii) in the event the Trust is deemed an investment company or (iii) upon the occurrence of certain adverse tax events.  In each such case, the Company may redeem the Notes for their aggregate principal amount, plus any accrued but unpaid interest.

The Notes may be declared immediately due and payable at the election of the trustee or holders of 25% of the aggregate principal amount of outstanding Notes in the event that the Company defaults in the payment of any interest following the nonpayment of any such interest for 20 or more consecutive quarterly periods.  Holders of the trust preferred securities are entitled to a cumulative cash distribution on the liquidation amount of $1,000 per security.  For each January 7, April 7, July 7 or October 7 of each year, the rate will be adjusted to equal the three month SOFR plus 1.60%.  As of December 31, 2023, the

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rate was 7.26%.  Interest expense recognized by the Company for the years ended December 31, 2023, 2022, and 2021 was $360,000, $188,000 and $93,000, respectively.

On November 12, 2021, the Company completed a private placement of $35.0 million aggregate principal amount of its fixed-to-floating rate subordinated notes (“Subordinated Debt”) due December 1, 2031. The Subordinated Debt initially bears a fixed interest rate of 3.125% per year. Commencing on December 1, 2026, the interest rate on the Subordinated Debt will reset each quarter at a floating interest rate equal to the then-current three month term SOFR plus 210 basis points. The Company may at its option redeem in whole or in part the Subordinated Debt on or after November 12, 2026 without a premium. The Subordinated Debt is treated as Tier 2 Capital for regulatory purposes.

On September 15, 2022, the Company entered into a $30 million loan agreement with Bell Bank. Initially, payments of interest only are payable in 12 quarterly payments commencing December 31, 2022. As of December 31, 2023 the rate had reached its interest rate cap of 6.75%. Commencing December 31, 2025, 27 equal quarterly principal and interest payments are payable based on the outstanding balance of the loan on August 30, 2025 and an amortization of 48 quarters. A final payment of outstanding principal and accrued interest is due at maturity on September 30, 2032. Variable interest is payable at the Prime Rate (published by the Wall Street Journal) less 50 basis points. The loan is secured by the assets of the Company and a pledge of the outstanding common stock of Central Valley Community Bank, the Company’s banking subsidiary. The Company may prepay the loan without penalty with one exception. If the loan is prepaid prior to August 30, 2025 with funds received from a financing source other than Bell Bank, the Company will incur a 2% prepayment penalty. The loan contains customary representations, covenants, and events of default.

LIQUIDITY

Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include funding of securities purchases, providing for customers’ credit needs and ongoing repayment of borrowings.  Our liquidity is actively managed on a daily basis and reviewed periodically by our management and Directors’ Asset/Liability Committees.  This process is intended to ensure the maintenance of sufficient funds to meet our needs, including adequate cash flows for off-balance sheet commitments.

Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and, to a lesser extent, broker deposits, Federal funds facilities and advances from the Federal Home Loan Bank of San Francisco (FHLB).  These funding sources are augmented by payments of principal and interest on loans, the routine maturities and pay downs of securities from the securities portfolio, the stability of our core deposits and the ability to sell investment securities.  As of December 31, 2023, the Company had unpledged securities totaling $580,233,000 available as a secondary source of liquidity and total cash and cash equivalents of $53,728,000.  Cash and cash equivalents at December 31, 2023 increased 72.37% compared to December 31, 2022.  Primary uses of funds include withdrawal of and interest payments on deposits, origination and purchases of loans, purchases of investment securities, and payment of operating expenses.

To augment our liquidity, we have established Federal funds lines with various correspondent banks.  At December 31, 2023, our available borrowing capacity includes approximately $110,000,000 in Federal funds lines with our correspondent banks and $307,483,000 in unused FHLB advances.  At December 31, 2023, we were not aware of any information that was reasonably likely to have a material effect on our liquidity position.

The following table reflects the Company’s credit lines, balances outstanding, and pledged collateral at December 31, 2023 and 2022:

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Credit Lines (In thousands)December 31, 2023December 31, 2022
Unsecured Credit Lines
Credit limit$110,000$110,000
Balance outstanding$$
Federal Home Loan Bank
Credit limit$342,483$365,309
Balance outstanding$35,000$46,000
Collateral pledged$612,702$687,357
Fair value of collateral$500,972$565,869
Federal Reserve Bank Term Loan Funding Program
Credit limit$46,174$
Balance outstanding$45,000$
Collateral pledged$53,650$
Fair value of collateral$47,603$
Federal Reserve Bank
Credit limit$4,448$4,702
Balance outstanding$$
Collateral pledged$4,894$5,508
Fair value of collateral$4,374$4,893

The liquidity of our parent company, Central Valley Community Bancorp, is primarily dependent on the payment of cash dividends by its subsidiary, Central Valley Community Bank, subject to limitations imposed by state and federal regulations.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with the accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make a number of judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expense in the financial statements. Various elements of our accounting policies, by their nature, involve the application of highly sensitive and judgmental estimates and assumptions. Some of these policies and estimates relate to matters that are highly complex and contain inherent uncertainties. It is possible that, in some instances, different estimates and assumptions could reasonably have been made and used by management, instead of those we applied, which might have produced different results that could have had a material effect on the financial statements.

We have identified the following accounting policies and estimates that, due to the inherent judgments and assumptions and the potential sensitivity of the financial statements to those judgments and assumptions, are critical to an understanding of our financial statements. We believe that the judgments, estimates and assumptions used in the preparation of the Company’s financial statements are appropriate. For a further description of our accounting policies, see Note 1 - Summary of Significant Accounting Policies in the financial statements included in this Form 10‑K.

In determining the ACL, accruing loans with similar risk characteristics are generally evaluated collectively. To estimate expected losses the Company generally utilizes historical loss trends and the remaining contractual lives of the loan portfolios to determine estimated credit losses through a reasonable and supportable forecast period. The Company utilized a reasonable and supportable forecast period obtained the forecast data from Moody’s Analytics. Individual loan credit quality indicators, including historical credit losses, have been statistically correlated with various econometrics. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. The Company also considered the impact of portfolio concentrations, changes in underwriting practices, imprecision in its economic forecasts, and other risk factors that might influence its loss estimation process. Increases in external risk factors due to more pessimistic business and economic conditions could potentially increase estimated losses on existing loan balances within the ACL. While management utilizes its best judgment and information available, the ultimate adequacy of our allowance accounts is dependent upon a variety of factors beyond our control, including the performance of our portfolios, the economy and changes in interest rates.

Use of Estimates

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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Allowance for Credit Losses

The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments). In addition, credit losses recognized on available-for-sale debt securities will be presented as an allowance as opposed to a write-down, based on management’s intent to sell the security or the likelihood the Company will be required to sell the security before recovery of the amortized cost basis. Our accounting for estimated loan losses is discussed and disclosed primarily in Note 1 and 3 to the consolidated financial statements under the heading “Allowance for Credit Losses”.

INFLATION

The impact of inflation on a financial institution differs significantly from that exerted on other industries primarily because the assets and liabilities of financial institutions consist largely of monetary items.  However, financial institutions are affected by inflation in part through non-interest expenses, such as salaries and occupancy expenses, and to some extent by changes in interest rates.

At December 31, 2023, we are aware that inflation may have an adverse impact on our consolidated financial position or results of operations.  However, in the short term increased rates may continue to be a benefit by repricing a portion of our loan portfolio. Higher long term inflation rates may drive increases in operating expenses or have other adverse effects on our borrowers, making collection on extensions of credit more difficult for us. Refer to Quantitative and Qualitative Disclosures About Market Risk for further discussion.

FY 2022 10-K MD&A

SEC filing source: 0001127371-23-000043.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2023-03-09. Report date: 2022-12-31.

ITEM 7 -MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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Management’s discussion and analysis should be read in conjunction with the Company’s audited Consolidated Financial Statements, including the Notes thereto, in Item 8 of this Annual Report.

Certain matters discussed in this report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements contained herein that are not historical facts, such as statements regarding the Company’s current business strategy and the Company’s plans for future development and operations, are based upon current expectations.  These statements are forward-looking in nature and involve a number of risks and uncertainties.  Such risks and uncertainties include, but are not limited to (1) significant increases in competitive pressure in the banking industry; (2) the impact of changes in interest rates; (3) a decline in economic conditions in the Central Valley and the Greater Sacramento Region; (4) the Company’s ability to continue its internal growth at historical rates; (5) the Company’s ability to maintain its net interest margin; (6) the decline in quality of the Company’s earning assets; (7) a decline in credit quality; (8) changes in the regulatory environment; (9) fluctuations in the real estate market; (10) changes in business conditions and inflation; (11) changes in securities markets (12) risks associated with acquisitions, relating to difficulty in integrating combined operations and related negative impact on earnings, and incurrence of substantial expenses; (13) political developments, uncertainties or instability, catastrophic events, acts of war or terrorism, or natural disasters, such as earthquakes, drought, pandemic diseases or extreme weather events, any of which may affect services we use or affect our customers, employees or third parties with which we conduct business. Therefore, the information set forth in such forward-looking statements should be carefully considered when evaluating the business prospects of the Company.

When the Company uses in this Annual Report the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “commit,” “believe” and similar expressions, the Company intends to identify forward-looking statements. Such statements are not guarantees of performance and are subject to certain risks, uncertainties and assumptions, including those described in this Annual Report.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected, projected, intended, committed or believed.  The future results and shareholder values of the Company may differ materially from those expressed in these forward-looking statements.  Many of the factors that will determine these results and values are beyond the Company’s ability to control or predict. For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.  See also the discussion of risk factors in Item 1A, “Risk Factors.”

We are not able to predict all the factors that may affect future results. You should not place undue reliance on any forward looking statement, which speaks only as of the date of this Report on Form 10-K. Except as required by applicable laws or regulations, we do not undertake any obligation to update or revise any forward looking statement, whether as a result of new information, future events or otherwise.

INTRODUCTION

Central Valley Community Bancorp (NASDAQ: CVCY) (the Company) was incorporated on February 7, 2000.  The formation of the holding company offered the Company more flexibility in meeting the long-term needs of customers, shareholders, and the communities it serves.  The Company currently has one bank subsidiary, Central Valley Community Bank (the Bank) and one business trust subsidiary, Service 1st Capital Trust 1. The Company’s market area includes the Central Valley area from Sacramento, California to Bakersfield, California.

During 2022, we focused on asset quality, loan growth, and capital adequacy.  We also focused on assuring that competitive products and services were made available to our clients while adjusting to the many new laws and regulations that affect the banking industry.

As of December 31, 2022, the Bank operated 19 full-service offices. Additionally, the Bank maintains a Commercial Real Estate Division, an Agribusiness Center and a SBA Lending Division.  The Real Estate Division processes or assists in processing the majority of the Bank’s real estate related transactions, including interim construction loans for single family residences and commercial buildings. We offer permanent single family residential loans through our mortgage broker services.

ECONOMIC CONDITIONS

Recent economics within California, the Central Valley, and Greater Sacramento Region, including unemployment rates and housing prices are showing moderate and steady improvement. We only conduct business in the state of California.

Agriculture and agricultural-related businesses remain a critical part of the Central Valley’s economy.  The Valley’s agricultural production is widely diversified, producing nuts, vegetables, fruit, cattle, dairy products, and cotton.  The continued future success of agriculture related businesses is highly dependent on the availability of water and is subject to fluctuation in

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worldwide commodity prices, currency exchanges, and demand. From time to time, California experiences severe droughts or adverse weather issues, which could significantly harm the business of our customers and the credit quality of the loans to those customers. Despite a good start to the current rainy season, California has been experiencing significant drought conditions for many years which impacts surface water deliveries to customers. In reaction to these conditions, we closely monitor the surface water availability with customer specific budgeting and third party information and surveys. There are also certain regulatory impacts that limit the water than can be pumped from underground sources. Both sources are closely considered and monitored in the granting and monitoring of our loan exposures, along with related issues affecting our customers. We closely monitor the water resources and the related issues affecting our customers, and we will remain vigilant for identifying signs of deterioration within the loan portfolio in an effort to manage credit quality and work with borrowers where possible to mitigate any losses.

As a whole, the loan portfolio may be subject to the impact of changes in interest rates, a decline in economic conditions in the Central Valley and the Greater Sacramento Region, and inflation.

OVERVIEW

Diluted earnings per share (EPS) for the year ended December 31, 2022 was $2.27 compared to $2.31 and $1.62 for the years ended December 31, 2021 and 2020, respectively.  Net income for 2022 was $26,645,000 compared to $28,401,000 and $20,347,000 for the years ended December 31, 2021 and 2020, respectively.  The decrease in net income for 2022 compared to 2021 was driven by a reversal of provision for credit losses in 2021 compared to a provision in 2022, an increase in net realized losses on sales and calls of investment securities, compared to net gains in 2021, a decrease in loan placement fees, and an increase in non-interest expense. This was offset by an increase in net interest income, an increase in interchange fees, a decrease in the provision for income taxes, and an increase in service charge income. Total assets at December 31, 2022 were $2,422,519,000 compared to $2,450,139,000 at December 31, 2021.

Return on average equity (“ROE”) for 2022 was 14.25% compared to 11.50% and 8.85% for 2021 and 2020, respectively.  Return on average assets (“ROA”) for 2022 was 1.09% compared to 1.25% and 1.11% for 2021 and 2020, respectively.  Total equity was $174,660,000 at December 31, 2022 compared to $247,845,000 at December 31, 2021.  The decrease in shareholders’ equity is the result of a decrease in accumulated other comprehensive income (AOCI) of $88,859,000, the payment of common stock cash dividends of $5,638,000 and the repurchase and retirement of common stock of $6,814,000, offset primarily by an increase in retained earnings from our net income of $26,645,000. The decrease in AOCI was the result of an increase in the unrealized loss on the Company’s investment portfolio.

Average total loans (including nonaccrual) increased $64,266,000 or 6.01% to $1,133,919,000 in 2022 compared to $1,069,653,000 in 2021.  In 2022 we recorded a provision for credit losses of $1,000,000, compared to a reversal of provision of $4,300,000 in 2021, and a provision of $3,275,000 in 2020.  The Company had no nonperforming assets at December 31, 2022.  At December 31, 2021, nonperforming assets totaled $946,000.  Net loan loss recoveries for 2022 were $248,000 compared to net loan loss recoveries in the amount of $985,000 for 2021 and net loan loss recoveries in the amount of $510,000 for 2020.  Refer to “Asset Quality” below for further information.

Dividend Declared

The Company declared a $0.12 per common share cash dividend, payable on February 24, 2023 to shareholders of record on February 10, 2023.

Key Factors in Evaluating Financial Condition and Operating Performance

In evaluating our financial condition and operating performance, we focus on several key factors including:

•Return to our shareholders;

•Return on average assets;

•Development of revenue streams, including net interest income and non-interest income;

•Asset quality;

•Asset growth;

•Capital adequacy;

•Operating efficiency; and

•Liquidity.

Return to Our Shareholders

One measure of our return to our shareholders is the return on average equity (ROE), which is a ratio that measures net income divided by average shareholders’ equity. Our ROE was 14.25% for the year ended 2022 compared to 11.50% and 8.85% for the years ended 2021 and 2020, respectively.

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Our net income for the year ended December 31, 2022 decreased $1,756,000 compared to 2021 and increased $8,054,000 in 2021 compared to 2020.  Contributing to the decrease during 2022, compared to 2021, was a provision for credit losses, compared to a reversal in 2021, an increase in net realized losses on sales and calls of investment securities, compared to net gains in 2021, a decrease in loan placement fees, and an increase in non-interest expense. These were partially offset by an increase in net interest income, an increase in interchange fees, a decrease in the provision for income taxes, and an increase in service charge income. During 2021, net income compared to 2020 was impacted by a reversal in the provision for credit losses and an increase in net interest income.

Net interest income increased because of increases in loan and fee income and increases in interest income on investments, offset by an increase in interest expense. For 2022, our net interest margin (NIM) decreased 2 basis points to 3.52% compared to 2021 as a result of yield changes and asset mix changes. Net interest income was positively impacted by the accretion of the loan marks on acquired loans in the amount of $521,000 and $802,000 for the year ended December 31, 2022 and 2021, respectively. In addition, net interest income before the provision for credit losses for the year ended December 31, 2022 benefited by approximately $649,000 in nonrecurring income from prepayment penalties and payoff of loans, as compared to $676,000 for the year ended December 31, 2021. Excluding these reversals and benefits, net interest income for the year ended December 31, 2022 increased by $7,320,000 compared to the year ended December 31, 2021.

Non-interest income decreased 43.88% in 2022 compared to 2021 primarily due to a $2,231,000 increase in net realized losses on sales and calls of investment securities, a decrease of $1,012,000 in other income, and a decrease in loan placement fees of $1,075,000, partially offset by an increase in service charge income of $113,000, an increase in interchange fees of $63,000, and an increase in appreciation in cash surrender value of bank-owned life insurance of $145,000.

Non-interest expenses increased $637,000 or 1.33% to $48,479,000 in 2022 compared to $47,842,000 in 2021. The net increase year over year resulted from increases in information technology of $476,000, salaries and employee benefits of $197,000, regulatory assessments of $20,000, occupancy and equipment expenses of $249,000, donations of $28,000, general insurance of $35,000, telephone of $152,000, armored courier of $2,000, travel and mileage of $67,000, risk management expenses of $5,000, operating losses of $113,000, and advertising expenses of $30,000, partially offset by decreases in alarm expenses of $10,000, postage of $46,000, personnel of $51,000, professional services of $146,000, loan related expenses of $16,000, Internet banking expenses of $186,000, directors’ expenses of $140,000, stationary and supplies of $5,000, amortization of software of $15,000, and amortization of core deposit intangible of $207,000, in 2022 compared to 2021.

The Company recorded an income tax provision of $8,496,000 for the year ended December 31, 2022, compared to $9,616,000 for the year ended December 31, 2021, and $6,914,000 for the year ended December 31, 2020. Basic EPS was $2.27 for 2022 compared to $2.32 and $1.62 for 2021 and 2020, respectively.  Diluted EPS was $2.27 for 2022 compared to $2.31 and $1.62 for 2021 and 2020, respectively.

Return on Average Assets

Our ROA is a ratio that measures our performance compared with other banks and bank holding companies.  Our ROA for the year ended 2022 was 1.09% compared to 1.25% and 1.11% for the years ended December 31, 2021 and 2020, respectively.  The 2022 decrease in ROA is primarily due to the decrease in net income, and the increase in average assets.  Annualized ROA for our peer group was 1.10% at December 31, 2022.  Peer group information from S&P Global Market Intelligence data includes bank holding companies in central California with assets from $1 billion to $3.5 billion.

Development of Revenue Streams

Over the past several years, we have focused on not only our net income, but improving the consistency of our revenue streams in order to create more predictable future earnings and reduce the effect of changes in our operating environment on our net income.  Specifically, we have focused on net interest income through a variety of strategies, including increases in average interest earning assets, and minimizing the effects of the recent interest rate changes on our net interest margin by focusing on core deposits and managing our cost of funds.  Our net interest margin (fully tax equivalent basis) was 3.52% for the year ended December 31, 2022, compared to 3.54% and 3.87% for the years ended December 31, 2021 and 2020, respectively.  The decrease in 2022 net interest margin compared to 2021, resulted from the decrease in the yield on the Company’s loan portfolio, and an increase in the balance of average interest earning assets.  The effective tax equivalent yield on total earning assets increased 5 basis points, while the cost of total interest-bearing liabilities increased 16 basis points to 0.28% for the year ended December 31, 2022. Our cost of total deposits in 2022 and 2021 was 0.06% and 0.05%, respectively, compared to 0.09% for the same period in 2020. Our net interest income before provision for credit losses increased $7,012,000 or 9.66% to $79,566,000 for the year ended 2022 compared to $72,554,000 and $64,423,000 for the years ended 2021 and 2020, respectively.

Our non-interest income is generally made up of service charges and fees on deposit accounts, fee income from loan placements, appreciation in cash surrender value of bank-owned life insurance, and net gains or losses from sales and calls of investment securities.  Non-interest income in 2022 decreased $3,951,000 or 43.88% to $5,054,000 compared to $9,005,000 in 2021 and $13,797,000 in 2020.  The decrease resulted primarily from an increase in net realized losses on sales and calls of

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investment securities, compared to a gain in 2021, a decrease in loan placement fees, and a decrease in other income, partially offset by an increase in service charge income, an increase in interchange fees, an increase in FHLB dividends, and an increase in appreciation in cash surrender value of bank-owned life insurance compared to 2021.  Further detail on non-interest income is provided below.

Asset Quality

For all banks and bank holding companies, asset quality has a significant impact on the overall financial condition and results of operations.  Asset quality is measured in terms of classified and nonperforming loans, and is a key element in estimating the future earnings of a company.  There were no nonperforming assets or nonperforming loans at December 31, 2022, compared to $946,000 in nonperforming assets, which were nonperforming loans, at December 31, 2021.  Nonperforming assets totaled 0.09% of gross loans as of December 31, 2021. The ratio of nonperforming loans to total loans was 0.09% as of December 31, 2021.

The Company had no other real estate owned at December 31, 2022, or December 31, 2021. No foreclosed assets were recorded at December 31, 2022 or December 31, 2021. Management maintains certain loans that have been brought current by the borrower (less than 30 days delinquent) on nonaccrual status until such time as management has determined that the loans are likely to remain current in future periods.

The allowance for credit losses as a percentage of outstanding loan balance was 0.86% as of December 31, 2022 and 0.92% as of December 31, 2021. The ratio of net recoveries to average loans was 0.02% as of December 31, 2022 and 0.09% as of December 31, 2021.

Asset Growth

As revenues from both net interest income and non-interest income are a function of asset size, the continued growth in assets has a direct impact in increasing net income and therefore ROE and ROA.  The majority of our assets are loans and investment securities, and the majority of our liabilities are deposits, and therefore the ability to generate deposits as a funding source for loans and investments is fundamental to our asset growth.  Total assets decreased 1.13% during 2022 to $2,422,519,000 as of December 31, 2022 from $2,450,139,000 as of December 31, 2021.  Total gross loans increased 20.90% to $1,256,304,000 as of December 31, 2022, compared to $1,039,111,000 at December 31, 2021.  Total investment securities decreased 13.98% to $960,490,000 as of December 31, 2022 compared to $1,116,624,000 as of December 31, 2021.  Total deposits decreased 1.09% to $2,099,649,000 as of December 31, 2022 compared to $2,122,797,000 as of December 31, 2021.  Our loan to deposit ratio at December 31, 2022 was 59.83% compared to 48.95% at December 31, 2021.  The loan to deposit ratio of our peers was 77.00% at December 31, 2022. Peer group information from S&P Global Market Intelligence data includes bank holding companies in central California with assets from $1 billion to $3.5 billion.

Capital Adequacy

At December 31, 2022, we had a total capital to risk-weighted assets ratio of 14.92%, a Tier 1 risk-based capital ratio of 12.22%, common equity Tier 1 ratio of 11.92%, and a leverage ratio of 8.37%.  At December 31, 2021, we had a total capital to risk-weighted assets ratio of 15.80%, a Tier 1 risk-based capital ratio of 12.82%, common equity Tier 1 ratio of 12.48%, and a leverage ratio of 8.03%.  At December 31, 2022, on a stand-alone basis, the Bank had a total risk-based capital ratio of 16.53%, a Tier 1 risk based capital ratio of 15.87%, common equity Tier 1 ratio of 15.87%, and a leverage ratio of 10.86%.  At December 31, 2021, the Bank had a total risk-based capital ratio of 14.18%, Tier 1 risk-based capital of 13.52% and a leverage ratio of 8.47%.  Note 13 of the audited Consolidated Financial Statements provides more detailed information concerning the Company’s capital amounts and ratios. As of December 31, 2022, the Bank met or exceeded all of their capital requirements inclusive of the capital buffer. The Bank’s capital ratios exceeded the regulatory guidelines for a well-capitalized financial institution under the Basel III regulatory requirements at December 31, 2022.

Operating Efficiency

Operating efficiency is the measure of how efficiently earnings before taxes are generated as a percentage of revenue.  A lower ratio represents greater efficiency.  The Company’s efficiency ratio (operating expenses, excluding amortization of intangibles and foreclosed property expense, divided by net interest income plus non-interest income, excluding net gains and losses from sale of securities) was 54.51% for 2022 compared to 57.16% for 2021 and 64.08% for 2020.  The improvement in the efficiency ratio in 2022 was due to the growth in non-interest income outpacing the increase in non-interest expense. The Company’s net interest income before provision for credit losses plus non-interest income increased 3.75% to $84,620,000 in 2022 compared to $81,559,000 in 2021 and $78,220,000 in 2020, while operating expenses increased 1.33% in 2022, 0.33% in 2021, and 3.44% in 2020.

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Liquidity

Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include providing for customers’ credit needs, funding of securities purchases, and ongoing repayment of borrowings. Our liquidity is actively managed on a daily basis and reviewed periodically by our management and Directors’ Asset/Liability Committee. This process is intended to ensure the maintenance of sufficient funds to meet our needs, including adequate cash flows for off-balance sheet commitments. Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and, to a lesser extent, broker deposits, Federal funds facilities and advances from the Federal Home Loan Bank of San Francisco.  We have available unsecured lines of credit with correspondent banks totaling approximately $110,000,000 and secured borrowing lines of approximately $319,309,000 with the Federal Home Loan Bank. These funding sources are augmented by collection of principal and interest on loans, the routine maturities and pay downs of securities from our investment securities portfolio, the stability of our core deposits, and the ability to sell investment securities.  Primary uses of funds include origination and purchases of loans, withdrawals of and interest payments on deposits, purchases of investment securities, and payment of operating expenses.

We had liquid assets (cash and due from banks, interest-earning deposits in other banks, Federal funds sold, equity securities, and available-for-sale securities) totaling $686,553,000 or 28.34% of total assets at December 31, 2022 and $1,280,091,000 or 52.25% of total assets as of December 31, 2021.

RESULTS OF OPERATIONS

Net Income

Net income was $26,645,000 in 2022 compared to $28,401,000 and $20,347,000 in 2021 and 2020, respectively.  Basic earnings per share was $2.27, $2.32, and $1.62 for 2022, 2021, and 2020, respectively.  Diluted earnings per share was $2.27, $2.31, and $1.62 for 2022, 2021, and 2020, respectively.  ROE was 14.25% for 2022 compared to 11.50% for 2021 and 8.85% for 2020.  ROA for 2022 was 1.09% compared to 1.25% for 2021 and 1.11% for 2020.

The decrease in net income for 2022 compared to 2021 was driven by a provision for credit losses compared to a reversal of provision for credit losses in 2021, an increase in non-interest expense, an increase in net realized losses on sales and calls of investment securities, compared to a gain in 2021, an increase in non-interest expense, and a decrease in loan placement fees, partially offset by an increase in net interest income, an increase in interchange fees, a decrease in the provision for income taxes, and an increase in service charge income. The increase in net income for 2021 compared to 2020 was primarily due to a reversal of provision for credit losses, an increase in net interest income, and an increase in interchange fees, partially offset by an increase in the provision for income taxes, an increase in non-interest expense, a decrease in net realized gains on sales and calls of investment securities, a decrease in loan placement fees, and a decrease in service charge income.

Interest Income and Expense

Net interest income is the most significant component of our income from operations.  Net interest income (the interest rate spread) is the difference between the gross interest and fees earned on the loan and investment portfolios and the interest paid on deposits and other borrowings.  Net interest income depends on the volume of and interest rate earned on interest-earning assets and the volume of and interest rate paid on interest-bearing liabilities.

The following table sets forth a summary of average balances with corresponding interest income and interest expense as well as average yield and cost information for the periods presented.  Average balances are derived from daily balances, and nonaccrual loans are not included as interest-earning assets for purposes of this table.

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SCHEDULE OF AVERAGE BALANCES, AVERAGE YIELDS AND RATES

Year Ended December 31, 2022Year Ended December 31, 2021Year Ended December 31, 2020
(Dollars in thousands)Average BalanceInterest Income/ ExpenseAverage Interest RateAverage BalanceInterest Income/ ExpenseAverage Interest RateAverage BalanceInterest Income/ ExpenseAverage Interest Rate
ASSETS
Interest-earning deposits in other banks$48,032$3910.81%$104,710$1290.12%$76,924$2460.32%
Securities
Taxable securities862,07920,0112.32%678,09314,0442.07%479,89411,7402.45%
Non-taxable securities (1)270,0148,4543.13%238,8707,0962.97%66,2992,4893.75%
Total investment securities1,132,09328,4652.51%916,96321,1402.31%546,19314,2292.61%
Total securities and interest-earning deposits1,180,12528,8562.45%1,021,67321,2692.08%623,11714,4752.32%
Loans (2) (3)1,133,64155,9074.93%1,067,31654,0775.07%1,053,45052,0664.94%
Total interest-earning assets2,313,766$84,7633.66%2,088,989$75,3463.61%1,676,567$66,5413.97%
Allowance for credit losses(10,005)(11,482)(12,242)
Nonaccrual loans2782,3372,262
Cash and due from banks36,49138,20227,575
Bank premises and equipment8,0928,4367,476
Other assets90,772141,133131,349
Total average assets$2,439,394$2,267,615$1,832,987
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities:
Savings and NOW accounts$581,285$2320.04%$529,043$1820.03%$433,742$3410.08%
Money market accounts486,8238480.17%455,5756610.15%300,6035420.18%
Time certificates of deposit81,4731170.14%89,8751930.21%89,6105820.65%
Total interest-bearing deposits1,149,5811,1970.10%1,074,4931,0360.10%823,9551,4650.18%
Other borrowed funds63,7522,2253.49%9,8642662.70%5,1551302.52%
Total interest-bearing liabilities1,213,333$3,4220.28%1,084,357$1,3020.12%829,110$1,5950.19%
Non-interest bearing demand deposits1,006,511900,083744,239
Other liabilities32,53236,31129,831
Shareholders’ equity187,018246,864229,807
Total average liabilities and shareholders’ equity$2,439,394$2,267,615$1,832,987
Interest income and rate earned on average earning assets$84,7633.66%$75,3463.61%$66,5413.97%
Interest expense and interest cost related to average interest-bearing liabilities3,4220.28%1,3020.12%1,5950.19%
Net interest income and net interest margin (4)$81,3413.52%$74,0443.54%$64,9463.87%

(1)Interest income is calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling $1,775, $1,490, and $523 in 2022, 2021, and 2020, respectively.

(2)Loan interest income includes loan fees of $274 in 2022, $6,474 in 2021, and $2,234 in 2020.

(3)Average loans do not include nonaccrual loans.

(4)Net interest margin is computed by dividing net interest income by total average interest-earning assets.

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The following table sets forth a summary of the changes in interest income and interest expense due to changes in average asset and liability balances (volume) and changes in average interest rates for the periods indicated. The change in interest due to both rate and volume has been allocated to the change in rate.

Changes in Volume/RateFor the Years Ended December 31, 2022 Compared to 2021For the Years Ended December 31, 2021 Compared to 2020
(In thousands)VolumeRateNetVolumeRateNet
Increase (decrease) due to changes in:
Interest income:
Interest-earning deposits in other banks$(69)$331$262$88$(205)$(117)
Investment securities:
Taxable3,8112,1545,9654,848(2,544)2,304
Non-taxable (1)9254331,3586,478(1,871)4,607
Total investment securities4,7362,5877,32311,326(4,415)6,911
Loans3,360(1,530)1,8306851,3262,011
Total earning assets (1)8,0271,3889,41512,099(3,294)8,805
Interest expense:
Deposits:
Savings, NOW and MMA62174236353(393)(40)
Time certificate of deposits(18)(58)(76)1(390)(389)
Total interest-bearing deposits44116160354(783)(429)
Other borrowed funds1,4535061,95911917136
Total interest bearing liabilities1,4976222,119473(766)(293)
Net interest income (1)$6,530$766$7,296$11,626$(2,528)$9,098

(1) Computed on a tax equivalent basis for securities exempt from federal income taxes.

Interest and fee income from loans increased $1,830,000 or 3.38% in 2022 compared to 2021.  Interest and fee income from loans increased $2,011,000 or 3.86% in 2021 compared to 2020.  The increase in 2022 is primarily attributable to an increase in average total loans outstanding.

Average total loans, including nonaccrual loans, for 2022 increased $64,266,000 to $1,133,919,000 compared to $1,069,653,000 for 2021 and $1,055,712,000 for 2020.  The yield on loans for 2022 was 4.93% compared to 5.07% and 4.94% for 2021 and 2020, respectively. The impact to interest income from the accretion of the loan marks on acquired loans was an decrease to $521,000 from $802,000 for the years ended December 31, 2022 and 2021, respectively. Additionally, 2021 included $6,205,000 in commercial loan fees from PPP activity compared to $120,000 in 2022.

Interest income from total investments on a non tax-equivalent basis, (total investments include investment securities, Federal funds sold, interest-bearing deposits in other banks, and other securities), increased $7,302,000 or 36.92% in 2022 compared to 2021. The yield on average investments increased 37 basis points to 2.45% for the year ended December 31, 2022 from 2.08% for the year ended December 31, 2021. Average total investments increased $158,452,000 to $1,180,125,000 in 2022 compared to $1,021,673,000 in 2021.  In 2021, total investment income on a non tax-equivalent basis increased $5,827,000 or 41.76% compared to 2020.

Our investment portfolio consists primarily of securities issued by U.S. Government sponsored entities and agencies collateralized by mortgage backed obligations and obligations of states and political subdivision securities. However, a significant portion of the investment portfolio is mortgage-backed securities (MBS) and collateralized mortgage obligations (CMOs).  At December 31, 2022, we held $465,035,000 or 48.75% of the total market value of the investment portfolio in MBS and CMOs with an average yield of 4.42%.  We invested in CMOs and MBS as part of our overall strategy to increase our net interest margin.  CMOs and MBS by their nature are affected by prepayments which are impacted by changes in interest rates.  In a normal declining rate environment, prepayments from MBS and CMOs would be expected to increase and the expected life of the investment would be expected to shorten.  However, as interest rates have increased, prepayments likely have decline and therefore the average life of the MBS and CMOs are expected to extend.  However, in the current economic environment, prepayments may not behave according to historical norms. Premium amortization and discount accretion of these investments affects our net interest income.  Management monitors the prepayment trends of these investments and adjusts premium amortization and discount accretion based on several factors.  These factors include the type of investment, the investment structure, interest rates, interest rates on new mortgage loans, expectation of interest rate changes, current economic conditions, the level of principal remaining on the bond, the bond coupon rate, the bond origination date, and volume of

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available bonds in market.  The calculation of premium amortization and discount accretion is by its nature inexact, and represents management’s best estimate of principal pay downs inherent in the total investment portfolio.

The cumulative net-of-tax effect of the change in market value of the available-for-sale investment portfolio as of December 31, 2022 was an unrealized loss of $81,227,000 and is reflected in the Company’s equity.  At December 31, 2022, the effective duration of the investment portfolio was 4.85 years and the market value reflected a pre-tax unrealized loss of $91,643,000.  Management reviews market value declines on individual investment securities to determine whether they represent other-than-temporary impairment (OTTI). For the years ended December 31, 2022, 2021, and 2020, no OTTI was recorded. Future deterioration in the market values of our investment securities may require the Company to recognize OTTI losses.

A component of the Company’s strategic plan has been to use its investment portfolio to offset, in part, its interest rate risk relating to variable rate loans.  Measured at December 31, 2022, an immediate rate increase of 200 basis points would result in an estimated decrease in the market value of the investment portfolio by approximately $61,000.  Conversely, with an immediate rate decrease of 200 basis points, the estimated increase in the market value of the investment portfolio would be $60,000.  The modeling environment assumes management would take no action during an immediate shock of 200 basis points.  However, the Company uses those increments to measure its interest rate risk in accordance with regulatory requirements and to measure the possible future risk in the investment portfolio.  For further discussion of the Company’s market risk, refer to Quantitative and Qualitative Disclosures about Market Risk.

Management’s review of all investments before purchase includes an analysis of how the security will perform under several interest rate scenarios to monitor whether investments are consistent with our investment policy.  The policy addresses issues of average life, duration, and concentration guidelines, prohibited investments, impairment, and prohibited practices.

Total interest income in 2022 increased $9,132,000 to $82,988,000 compared to $73,856,000 in 2021 and $66,018,000 in 2020, respectively.  The increase in 2022 was the result of yield changes and asset mix changes.  The tax-equivalent yield on interest earning assets increased to 3.66% for the year ended December 31, 2022 from 3.61% for the year ended December 31, 2021.  Average interest earning assets increased to $2,313,766,000 for the year ended December 31, 2022 compared to $2,088,989,000 for the year ended December 31, 2021.  Average interest-earning deposits in other banks decreased $56,678,000 in 2022 compared to 2021.  Average yield on these deposits was 0.81% compared to 0.12% on December 31, 2022 and December 31, 2021 respectively.  Average investments and interest-earning deposits increased $158,452,000 and the tax equivalent yield on those assets increased 37 basis points.  Average total loans increased $64,266,000 but the yield on average loans decreased 14 basis points.

The increase in total interest income for 2021 was the result of yield changes, the decrease in interest rates being offset by asset mix changes. The tax-equivalent yield on interest-earning assets decreased to 3.61% for the year ended December 31, 2021 from 3.97% for the year ended December 31, 2020.  Average interest-earning assets increased to $2,088,989,000 for the year ended December 31, 2021 compared to $1,676,567,000 for the year ended December 31, 2020.  Average total loans increased and the yield on average loans increased 13 basis points.

Interest expense on deposits in 2022 increased $161,000 or 15.54% to $1,197,000 compared to $1,036,000 in 2021 and decreased $268,000 as compared to 2020.  The yield on interest-bearing deposits remained unchanged at 0.10% in 2022 and 2021.  The yield on interest-bearing deposits decreased 8 basis points to 0.10% in 2021 from 0.18% in 2020.  Average interest-bearing deposits were $1,149,581,000 for 2022 compared to $1,074,493,000 and $823,955,000 for 2021 and 2020, respectively.

Average other borrowings were $63,752,000 with an effective rate of 3.49% for 2022 compared to $9,864,000 with an effective rate of 2.70% for 2021.  In 2020, the average other borrowings were $5,155,000 with an effective rate of 2.52%.  Included in other borrowings are the junior subordinated deferrable interest debentures acquired from Service 1st, subordinated debt, senior debit, advances on lines of credit, advances from the Federal Home Loan Bank (FHLB), and overnight borrowings.  The junior subordinated debentures carry a floating rate based on the three month LIBOR plus a margin of 1.60%. The rate was 5.68% for 2022, 1.73% for 2021, and 1.84% for 2020. The subordinated debt, issued in 2021, bears a fixed interest rate of 3.125% per year. The senior debt secured from Bell Bank has an interest rate cap of 6.75% which was reached in 2022.

The cost of all interest-bearing liabilities was 0.28% and 0.12% basis points for 2022 and 2021, respectively, compared to 0.19% for 2020.  The cost of total deposits was 0.06% for the year ended December 31, 2022, compared to 0.05% and 0.09% for the years ended December 31, 2021 and 2020, respectively.  Average demand deposits increased 11.82% to $1,006,511,000 in 2022 compared to $900,083,000 for 2021 and $744,239,000 for 2020. The ratio of average non-interest demand deposits to average total deposits increased to 46.68% for 2022 compared to 45.58% and 47.46% for 2021 and 2020, respectively.

Net Interest Income before Provision for Credit Losses

Net interest income before provision for credit losses for 2022 increased $7,012,000 or 9.66% to $79,566,000 compared to $72,554,000 for 2021 and $64,423,000 for 2020.  The increase in 2022 was a result of yield changes, asset mix changes, and an increase in average earning assets, offset by an increase in average interest bearing liabilities. Our net interest margin (NIM) decreased 2 basis points. Yield on interest earning assets increased 5 basis points.  The decrease in net interest

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margin in the period-to-period comparison resulted primarily from the increase in interest expense.  Net interest income before provision for credit losses increased $8,131,000 in 2021 compared to 2020, primarily due yield changes and asset mix changes. Average interest-earning assets were $2,313,766,000 for the year ended December 31, 2022 with a NIM of 3.52% compared to $2,088,989,000 with a NIM of 3.54% in 2021, and $1,676,567,000 with a NIM of 3.87% in 2020.  For a discussion of the repricing of our assets and liabilities, refer to Quantitative and Qualitative Disclosure about Market Risk.

Provision for Credit Losses

We provide for probable incurred credit losses through a charge to operating income based upon the composition of the loan portfolio, delinquency levels, historical losses, and nonperforming assets, economic and environmental conditions and other factors which, in management’s judgment, deserve recognition in estimating credit losses. Credit risk is inherent in the business of making loans. Credit risk is inherent in the business of making loans. The Company establishes an allowance for credit losses on loans through charges to earnings, which are presented in the statements of income as the provision for credit losses on loans. Specifically identifiable and quantifiable known losses are promptly charged off against the allowance. Loans are charged off when they are considered uncollectible or when continuance as an active earning bank asset is not warranted.

The provision for credit losses on loans is determined by conducting a quarterly evaluation of the adequacy of the Company’s allowance for credit losses on loans and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to the Company’s earnings. The provision for credit losses on loans and level of allowance for each period are dependent upon many factors, including loan growth, net charge offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in the Company’s market area.

The establishment of an adequate credit allowance is based on an allowance model that utilizes qualitative and quantitative factors, historical losses, loan level risk ratings and portfolio management tools.  The Board of Directors has established initial responsibility for the accuracy of credit risk ratings with the individual credit officer and oversight from Credit Administration who ensures the accuracy of the risk ratings. Quarterly, the credit officers must certify the current risk ratings of the loans in their portfolio. Credit Administration reviews the certifications and reports to the Board of Directors Audit/Compliance Committee. At least annually the loan portfolio, including risk ratings, is reviewed by a third party credit reviewer. Regulatory agencies also review the loan portfolio on a periodic basis. See “Allowance for Credit Losses” for more information on the Company’s Allowance for Loan Loss.

During the year ended December 31, 2022, the Company recorded a provision for credit losses of $1,000,000 compared to a reversal of provision of $4,300,000 in 2021. A provision of $3,275,000 was recorded for 2020. The recorded provisions to the allowance for credit losses are primarily the result of our assessment of the overall adequacy of the allowance for credit losses considering a number of factors as discussed in the “Allowance for Credit Losses” section.

During the years ended December 31, 2022, 2021 and 2020 the Company had net recoveries totaling $248,000, $985,000, and $510,000, respectively. The net recovery ratio, which reflects net recoveries to average loans, was 0.02%, 0.09% and 0.05% for 2022, 2021, and 2020, respectively.

Economic pressures may negatively impact the financial condition of borrowers to whom the Company has extended credit and as a result, when negative economic conditions are anticipated, we may be required to make significant provisions to the allowance for credit losses. The Bank conducts banking operations principally in California’s Central Valley. The Central Valley is largely dependent on agriculture. The agricultural economy in the Central Valley is therefore important to our business, financial performance and results of operations. We are also dependent in a large part upon the business activity, population growth, income levels and real estate activity in this market area. A downturn in agriculture and the agricultural related businesses could have a material adverse effect our business, results of operations and financial condition. The agricultural industry has been affected by declines in prices and the changes in yields on various crops and other agricultural commodities. Similarly, weaker prices could reduce the cash flows generated by farms and the value of agricultural land in our local markets and thereby increase the risk of default by our borrowers or reduce the foreclosure value of agricultural land and equipment that serve as collateral for our loans. Further declines in commodity prices or collateral values may increase the incidence of default by our borrowers. Moreover, weaker prices might threaten farming operations in the Central Valley, reducing market demand for agricultural lending. In particular, farm income has seen recent declines, and in line with the downturn in farm income, farmland prices are coming under pressure.

We have been and will continue to be proactive in looking for signs of deterioration within the loan portfolio in an effort to manage credit quality and work with borrowers where possible to mitigate losses. As of December 31, 2022, there were $27.8 million in classified loans of which $1.7 million related to commercial and industrial loans, $2.2 million to real estate owner occupied, and $5.4 million to agricultural production. This compares to $8.5 million in classified loans as of December 31, 2021 of which $2.6 million related to commercial and industrial, $2.4 million to agricultural production, and $3.6 million to real estate owner occupied.

As of December 31, 2022, we believe, based on all current and available information, the allowance for credit losses is adequate to absorb probable incurred losses within the loan portfolio; however, no assurance can be given that we may not

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sustain charge-offs which are in excess of the allowance in any given period.  Refer to “Allowance for Credit Losses” below for further information.

Net Interest Income after Provision for Credit Losses

Net interest income, after the provision for credit losses was $78,566,000 for 2022 compared to $76,854,000 and $61,148,000 for 2021 and 2020, respectively.

Non-Interest Income

Non-interest income is comprised of customer service charges, gains on sales and calls of investment securities, income from appreciation in cash surrender value of bank owned life insurance, loan placement fees, Federal Home Loan Bank dividends, and other income.  Non-interest income was $5,054,000 in 2022 compared to $9,005,000 and $13,797,000 in 2021 and 2020, respectively. The $3,951,000 or 43.88% decrease in non-interest income in 2022 was driven by an increase of $2,231,000 in net realized losses on sales and calls of investment securities, a decrease of $1,012,000 in other income, and a decrease in loan placement fees of $1,075,000, partially offset by an increase in service charge income of $113,000, an increase in interchange fees of $63,000 and an increase in appreciation in cash surrender value of bank-owned life insurance of $145,000. The $4,792,000 or 34.73% decrease in non-interest income in 2021 was driven by a decrease of $3,751,000 in net realized gains on sales and calls of investment securities, a decrease of $1,118,000 in other income, a decrease in service charge income of $170,000, and a decrease in loan placement fees of $317,000, partially offset by an increase in interchange fees of $437,000 and an increase in appreciation in cash surrender value of bank-owned life insurance of $129,000. Other income for the year ended December 31, 2020 included a $1,167,000 gain related to the collection of tax-exempt life insurance proceeds.

Customer service charges increased $113,000 to $2,014,000 in 2022 compared to $1,901,000 in 2021. Service charges were $2,071,000 in 2020.  The decrease in 2021 resulted from decreases in our NSF fees and lower analysis service charge income.

During the year ended December 31, 2022, we realized net losses on sales and calls of investment securities of $1,730,000, compared to net gains of $501,000 in 2021 and $4,252,000 in 2020. The net gains in 2021, and 2020 were the results of partial restructuring of the investment portfolio designed to improve the future performance of the portfolio. Realized loss recorded in 2022 was the result of strategic decisions to reduce the overall impact of the Company’s investment portfolio. See Note 3 to the audited Consolidated Financial Statements for more detail.

Income from the appreciation in cash surrender value of bank owned life insurance (BOLI) totaled $985,000 in 2022 compared to $840,000 and $711,000 in 2021 and 2020, respectively.  The Bank’s salary continuation and deferred compensation plans and the related BOLI are used as retention tools for directors and key executives of the Bank.

Interchange fees totaled $1,847,000 in 2022 compared to $1,784,000 and $1,347,000 in 2021 and 2020, respectively.

We earn loan placement fees from the brokerage of single-family residential mortgage loans provided for the convenience of our customers.  Loan placement fees decreased $1,075,000 in 2022 to $899,000 compared to $1,974,000 in 2021 and $2,291,000 in 2020.

The Bank holds stock from the Federal Home Loan Bank in relationship with its borrowing capacity and generally receives quarterly dividends.  As of December 31, 2022 and 2021, we held FHLB stock totaling $6,169,000 and $5,595,000, respectively.  Dividends in 2022 increased to $367,000 compared to $321,000 in 2021 and $323,000 in 2020.

Other income decreased to $672,000 in 2022 compared to $1,684,000 and $2,802,000 in 2021 and 2020, respectively. Other income for the year ended December 31, 2020 included a $1,167,000 gain related to the collection of tax-exempt life insurance proceeds.

Non-Interest Expenses

Salaries and employee benefits, occupancy and equipment, regulatory assessments, acquisition and integration-related expenses, data processing expenses, ATM/Debit card expenses, license and maintenance contract expenses, information technology, and professional services (consisting of audit, accounting, consulting and legal fees) are the major categories of non-interest expenses.  Non-interest expenses increased $637,000 or 1.33% to $48,479,000 in 2022 compared to $47,842,000 in 2021, and $47,684,000 in 2020.

Our efficiency ratio, measured as the percentage of non-interest expenses (exclusive of amortization of core deposit intangibles, other real estate owned, and repossessed asset expenses) to net interest income before provision for credit losses plus non-interest income (exclusive of realized gains or losses on sale and calls of investments) was 54.51% for 2022 compared to 57.16% for 2021 and 64.08% for 2020. The improvement in the efficiency ratio in 2022 and 2021 was due to the growth in non-interest income outpacing the increase in non-interest expense.

Salaries and employee benefits increased $197,000 or 0.69% to $28,917,000 in 2022 compared to $28,720,000 in 2021 and $28,603,000 in 2020.  Full time equivalents were 248 for the year ended December 31, 2022 compared to 256 for the year

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ended December 31, 2021. The increase in salaries and employee benefits in 2022 compared to 2021 was the result of an increase in salaries and benefits and lower loan origination costs.

For the years ended December 31, 2022, 2021, and 2020, the compensation cost recognized for equity-based compensation was $497,000, $405,000 and $470,000, respectively. As of December 31, 2022, there was $505,000 of total unrecognized compensation cost related to non-vested equity-based compensation arrangements granted under all plans.  The cost is expected to be recognized over a weighted average period of 2.01 years.  See Notes 1 and 14 to the audited Consolidated Financial Statements for more detail. No options to purchase shares of the Company’s common stock were issued during the years ending December 31, 2022 and 2021. Restricted common stock awards of 56,089 and 31,496 shares were awarded in 2022 and 2021, respectively.

Occupancy and equipment expense increased $249,000 or 5.10% to $5,131,000 in 2022 compared to $4,882,000 in 2021 and $4,626,000 in 2020. The Company made no changes in its depreciation expense methodology. The Company operated 19 full-service offices at December 31, 2022 and 20 full-service offices at December 31, 2020.

Regulatory assessments were $851,000 in 2022 compared to $831,000 and $490,000 in 2021 and 2020, respectively.  The assessment base for calculating the amount owed is based on the formula of average assets minus average tangible equity.

Information technology expense increased $476,000 to $3,344,000 for the year ended December 31, 2022 compared to $2,868,000 and $2,391,000 in 2021 and 2020, respectively. Data processing expenses were $2,245,000 in 2022 compared to $2,394,000 in 2021 and $2,046,000 in 2020. Professional services decreased $146,000 in 2022 compared to 2021 due to lower legal expenses and consulting fees.

Amortization of core deposit intangibles was $454,000 for 2022, $661,000 for 2021, and $695,000 for 2020. During 2022, amortization expense related to FLB core deposit intangibles (“CDI”) was $317,000, and amortization expense related to Visalia Community Bank (“VCB”) CDI was $137,000. During 2021, amortization expense related to FLB CDI was $423,000, amortization expense related to SVB CDI was $101,000, and amortization expense related to VCB CDI was $137,000. During 2020, amortization expense related to FLB CDI was $423,000, amortization expense related to SVB CDI was $135,000, and amortization expense related to VCB CDI was $137,000.

ATM/Debit card expenses decreased $9,000 to $809,000 for the year ended December 31, 2022 compared to $818,000 in 2021 and $819,000 in 2020. Other non-interest expenses decreased $502,000 or 13.44% to $4,236,000 in 2022 compared to $3,734,000 in 2021 and $3,688,000 in 2020.

The following table describes significant components of other non-interest expense as a percentage of average assets.

For the years ended December 31, (Dollars in thousands)Other Expense 2022% Average AssetsOther Expense 2021% Average AssetsOther Expense 2020% Average Assets
Stationery/supplies$1550.01%$1500.01%$2280.01%
Amortization of software67%82%1230.01%
Telephone3760.02%2240.01%1930.01%
Alarm121%1310.01%1150.01%
Postage1560.01%2020.01%1910.01%
Armored courier fees2570.01%2550.01%2800.02%
Risk management expense99%94%1490.01%
Donations2250.01%1970.01%1520.01%
Personnel other3230.01%3740.02%1610.01%
Education/training1910.01%1980.01%1560.01%
Loan related expenses3410.01%3570.02%2930.02%
General insurance2370.01%2020.01%1710.01%
Travel and mileage expense1700.01%103%1270.01%
Operating losses2600.01%1470.01%1420.01%
Shareholder services110%107%1090.01%
Other1,1480.05%9110.04%1,0980.06%
Total other non-interest expense$4,2360.17%$3,7340.17%$3,6880.22%

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Provision for Income Taxes

Our effective income tax rate was 24.2% for 2022 compared to 25.3% for 2021 and 25.4% for 2020.  The Company reported an income tax provision of $8,496,000, $9,616,000, and $6,914,000 for the years ended December 31, 2022, 2021, and 2020, respectively.

Some items of income and expense are recognized in different years for tax purposes than when applying generally accepted accounting principles leading to timing differences between the Company’s actual tax liability, and the amount accrued for this liability based on book income. These temporary differences comprise the “deferred” portion of the Company’s tax expense or benefit, which is accumulated on the Company’s books as a deferred tax asset or deferred tax liability until such time as they reverse.

Realization of the Company’s deferred tax assets is primarily dependent upon the Company generating sufficient future taxable income to obtain benefit from the reversal of net deductible temporary differences and the utilization of tax credit carryforwards and the net operating loss carryforwards for Federal and California state income tax purposes. The amount of deferred tax assets considered realizable is subject to adjustment in future periods based on estimates of future taxable income. Under generally accepted accounting principles, a valuation allowance is required to be recognized if it is “more likely than not” that the deferred tax assets will not be realized. The determination of the realization of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, including forecasts of future income, cumulative losses, applicable tax-planning strategies, and assessments of current and future economic and business conditions.

The Company had the net deferred tax assets of $43.38 million and $6.31 million at December 31, 2022 and 2021, respectively. After consideration of the matters in the preceding paragraph, the Company determined that it is more likely than not that the net deferred tax assets at December 31, 2022 and 2021 will be fully realized in future years.

FINANCIAL CONDITION

Summary of Changes in Consolidated Balance Sheets

Total assets were $2,422,519,000 as of December 31, 2022, compared to $2,450,139,000 as of December 31, 2021, a decrease of 1.13% or $27,620,000.  Total gross loans were $1,256,304,000 as of December 31, 2022, compared to $1,039,111,000 as of December 31, 2021, an increase of $217,193,000 or 20.90%.  The total investment portfolio (including Federal funds sold and interest-earning deposits in other banks) decreased 22.75% or $284,504,000 to $966,175,000.  Total deposits decreased 1.09% or $23,148,000 to $2,099,649,000 as of December 31, 2022, compared to $2,122,797,000 as of December 31, 2021.  Shareholders’ equity decreased $73,185,000 or 29.53% to $174,660,000 as of December 31, 2022, compared to $247,845,000 as of December 31, 2021. The decrease in shareholders’ equity was driven by the increase in net unrealized losses on the investment portfolio, net of estimated taxes, in accumulated other comprehensive income (AOCI), and share repurchases, partially offset by the retention of earnings, net of dividends paid. Accrued interest payable and other liabilities were $32,611,000 as of December 31, 2022, compared to $40,043,000 as of December 31, 2021, a decrease of $7,432,000.

Fair Value

The Company measures the fair value of its financial instruments utilizing a hierarchical framework associated with the level of observable pricing scenarios utilized in measuring financial instruments at fair value.  The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of the observable pricing scenario.  Financial instruments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of observable pricing and a lesser degree of judgment utilized in measuring fair value.  Conversely, financial instruments rarely traded or not quoted will generally have little or no observable pricing and a higher degree of judgment utilized in measuring fair value.  Observable pricing scenarios are impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction.

See Note 2 of the Notes to Consolidated Financial Statements for additional information about the level of pricing transparency associated with financial instruments carried at fair value.

Investments

The following table reflects the balances for each category of securities at year end (in thousands):

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Amortized Cost at December 31,
Available-for-Sale Securities202220212020
U.S. Treasury securities$9,990$9,988$
U.S. Government agencies107373651
Obligations of states and political subdivisions201,638512,952361,734
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations117,292213,471214,203
Private label mortgage and asset backed securities411,441317,08982,413
Corporate debt securities44,50030,000
Total Available-for-Sale Securities$740,468$1,098,373$689,001
Amortized Cost at December 31,
Held-to-Maturity Securities202220212020
Obligations of states and political subdivisions$192,004$$
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations10,430
Private label mortgage and asset backed securities56,691
Corporate debt securities45,982
Total Held-to-Maturity Securities$305,107$$

Our investment portfolio consists primarily of U.S. Government sponsored entities and agencies collateralized by mortgage backed obligations and obligations of states and political subdivision securities and are classified at the date of acquisition as available-for-sale or held-to-maturity.  As of December 31, 2022, investment securities with a fair value of $201,261,000, or 21.10% of our investment securities portfolio, were held as collateral for public funds, short and long-term borrowings, treasury, tax, and for other purposes.  Our investment policies are established by the Board of Directors and implemented by our Investment/Asset Liability Committee.  They are designed primarily to provide and maintain liquidity, to enable us to meet our pledging requirements for public money and borrowing arrangements, to generate a favorable return on investments without incurring undue interest rate and credit risk, and to complement our lending activities.

Our investment portfolio as a percentage of total assets is generally higher than our peers due primarily to our comparatively low loan-to-deposit ratio.  Our loan-to-deposit ratio at December 31, 2022 was 59.83% compared to 48.95% at December 31, 2021.  The loan to deposit ratio of our peers was 77.00% at December 31, 2021.  Peer group information from S&P Global Market Intelligence data includes bank holding companies in central California with assets from $1 billion to $3.5 billion. The total investment portfolio, including Federal funds sold and interest-earning deposits in other banks, decreased 22.75% or $284,504,000 to $966,175,000 at December 31, 2022, from $1,250,679,000 at December 31, 2021.  The market value of the portfolio reflected an unrealized loss of $91,643,000 at December 31, 2022, compared to an unrealized gain of $10,835,000 at December 31, 2021.

Losses recognized in 2022, 2021, and 2020 were incurred in order to reposition the investment securities portfolio based on the current rate environment.  As market interest rates or risks associated with a security’s issuer continue to change and impact the actual or perceived values of investment securities, the Company may determine that selling these securities and using proceeds to purchase securities that fit with the Company’s current risk profile is appropriate and beneficial to the Company.

The Board and management have had periodic discussions about our strategy for risk management in dealing with potential losses as interest rates rise. We have been managing the portfolio with an objective of optimizing risk and return in various interest rate scenarios. We do not attempt to predict future interest rates, but we analyze the cash flows of our investment portfolio in different interest rate scenarios in connection with the rest of our balance sheet to design an investment portfolio that optimizes performance.

The Company periodically evaluates each investment security for other-than-temporary impairment, relying primarily on industry analyst reports, observation of market conditions and interest rate fluctuations. The portion of the impairment that is attributable to a shortage in the present value of expected future cash flows relative to the amortized cost should be recorded as a current period charge to earnings. The discount rate in this analysis is the original yield expected at time of purchase.

For those bonds that met the evaluation criteria, management obtained and reviewed the most recently published national credit ratings for those bonds.  For those bonds that were obligations of states and political subdivisions with an investment grade rating by the rating agencies, management also evaluated the financial condition of the municipality and any

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applicable municipal bond insurance provider and concluded that no credit related impairment existed. There were no OTTI losses recorded during the twelve months ended December 31, 2022, 2021, or 2020.

The amortized cost, maturities and weighted average yield of investment securities at December 31, 2022 are summarized in the following table.

(Dollars in thousands)In one year or lessAfter one through five yearsAfter five through ten yearsAfter ten yearsTotal
Available-for-Sale SecuritiesAmountYield(1)AmountYield(1)AmountYield(1)AmountYield(1)AmountYield(1)
Debt securities(1)
U.S. Treasury securities$%$%$9,9901.25%$%$9,9901.25%
U.S. Government agencies1074.25%1074.25%
Obligations of states and political subdivisions (2)35,9273.53%165,7114.17%201,6384.06%
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations355.92%9,1963.53%108,0614.53%117,2924.38%
Private label residential mortgage and asset backed securities12,6007.16%51,8255.50%18,0482.12%328,9682.85%411,4413.28%
$12,6007.16%$51,8605.50%$73,1613.18%$602,8473.51%$740,4683.68%
(Dollars in thousands)In one year or lessAfter one through five yearsAfter five through ten yearsAfter ten yearsTotal
Held-to-Maturity SecuritiesAmountYield(1)AmountYield(1)AmountYield(1)AmountYield(1)AmountYield(1)
Debt securities(1)
Obligations of states and political subdivisions (2)$%$132%$51,4242.48%$140,4483.62%$192,0043.31%
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations10,4303.00%10,4303.00%
Private label residential mortgage and asset backed securities56,6912.81%56,6912.81%
Corporate debt securities45,9824.40%45,9824.40%
$%$132%$97,4063.38%$207,5693.36%$305,1073.37%

(1)Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.  Expected maturities will also differ from contractual maturities due to unscheduled principal pay downs.

(2)Not computed on a tax equivalent basis.

Loans

Total gross loans increased $217,193,000 or 20.90% to $1,256,304,000 as of December 31, 2022, compared to $1,039,111,000 as of December 31, 2021.

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The following table sets forth information concerning the composition of our loan portfolio as of December 31, 2022, 2021, 2020, 2019, and 2018.

20222021202020192018
Loan Type (Dollars in thousands)Amount% of Total LoansAmount% of Total LoansAmount% of Total LoansAmount% of Total LoansAmount% of Total Loans
Commercial:
Commercial and industrial$141,19711.2%$136,84713.2%$273,99424.9%$102,54110.9%$101,53311.1%
Agricultural production39,0073.1%40,8603.9%21,9712.0%23,1592.6%7,9980.9%
Total commercial180,20414.3%177,70717.1%295,96526.9%125,70013.5%109,53112.0%
Real estate:
Owner occupied194,66315.5%212,23420.4%208,84318.9%197,94621.0%183,16919.9%
Real estate-construction and other land loans109,1758.7%61,5865.9%55,4195.0%73,7187.8%101,60611.1%
Commercial real estate464,80937.1%369,52935.6%338,88630.7%329,33334.9%305,11833.2%
Agricultural real estate117,6489.4%98,4819.5%84,2587.6%76,3048.1%76,8848.4%
Other real estate24,5862.0%26,0842.5%28,7182.6%31,2413.3%32,7993.6%
Total real estate910,88172.7%767,91473.9%716,12464.8%708,54275.1%699,57676.2%
Consumer:
Equity loans and lines of credit123,5819.8%55,6205.4%55,6345.0%64,8416.9%69,9587.6%
Consumer and installment40,2523.2%36,9993.6%37,2363.3%42,7824.5%38,0384.2%
Total consumer163,83313.0%92,6199.0%92,8708.3%107,62311.4%107,99611.8%
Deferred loan (fees) costs, net1,386871(2,612)1,5151,592
Total gross loans (1)1,256,304100.0%1,039,111100.0%1,102,347100.0%943,380100.0%918,695100.0%
Allowance for credit losses(10,848)(9,600)(12,915)(9,130)(9,104)
Total loans (1)$1,245,456$1,029,511$1,089,432$934,250$909,591
(1) Includes nonaccrual loans of:$$946$3,278$1,693$2,740

At December 31, 2022, loans acquired in the FLB, SVB and VCB acquisitions had a balance of $73,456,000, of which $2,049,000 were commercial loans, $66,583,000 were real estate loans, and $4,824,000 were consumer loans, and at December 31, 2021, the acquired loans had a balance of $93,201,000, of which $2,111,000 were commercial loans, $83,128,000 were real estate loans, and $7,962,000 were consumer loans.

At December 31, 2022, in management’s judgment, a concentration of loans existed in commercial loans and real-estate-related loans, representing approximately 96.8% of total loans of which 14.3% were commercial and 82.5% were real-estate-related.  This level of concentration is consistent with 96.4% at December 31, 2021.  Although we believe the loans within this concentration have no more than the normal risk of collectability, a substantial decline in the performance of the economy in general or a decline in real estate values in our primary market areas, in particular, could have an adverse impact on collectability, increase the level of real estate-related nonperforming loans, or have other adverse effects which alone or in the aggregate could have a material adverse effect on our business, financial condition, results of operations and cash flows.  The Company was not involved in any sub-prime mortgage lending activities during the years ended December 31, 2022 and 2021.

We believe that our commercial real estate loan underwriting policies and practices result in prudent extensions of credit, but recognize that our lending activities result in relatively high reported commercial real estate lending levels.  Commercial real estate loans include certain loans which represent low to moderate risk and certain loans with higher risks. Contributing to the commercial and industrial loan growth in 2020 was the issuance of PPP loans. As of December 31, 2022, gross loans included $333,000 in PPP loans which are fully guaranteed by the SBA as compared to $18,553,000 as of December 31, 2021.

The Board of Directors review and approve concentration limits and exceptions to limitations of concentration are reported to the Board of Directors at least quarterly.

Loan Maturities

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The following table presents information concerning loan maturities and sensitivity to changes in interest rates of the indicated categories of our loan portfolio, as well as loans in those categories maturing after one year that have fixed or floating interest rates at December 31, 2022.

(In thousands) (net of deferred costs)One Year or LessAfter One Through Five YearsAfter Five YearsTotal
Loan Maturities:
Commercial and agricultural$83,818$77,526$18,963$180,307
Real estate construction and other land loans105,7823273,066109,175
Other real estate80,020153,989568,824802,833
Consumer and installment68,30614,40381,170163,879
$337,926$246,245$672,023$1,256,194
Sensitivity to Changes in Interest Rates:
Loans with fixed interest rates$116,806$154,319$213,533$484,658
Loans with floating interest rates (1)142,979121,384507,172771,535
$259,785$275,703$720,705$1,256,193
(1) Includes floating rate loans which are currently at their floor rate in accordance with their respective loan agreement$667$37,774$378,449$416,890

Nonperforming Assets

Nonperforming assets consist of nonperforming loans, other real estate owned (OREO), and repossessed assets. Nonperforming loans are those loans which have (i) been placed on nonaccrual status; (ii) been classified as doubtful under our asset classification system; or (iii) become contractually past due 90 days or more with respect to principal or interest and have not been restructured or otherwise placed on nonaccrual status. A loan is classified as nonaccrual when 1) it is maintained on a cost recovery method because of deterioration in the financial condition of the borrower; 2) payment in full of principal or interest under the original contractual terms is not expected; or 3) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection. We measure all loans placed on nonaccrual status for impairment based on the fair value of the underlying collateral or the net present value of the expected cash flows.

Our consolidated financial statements are prepared on the accrual basis of accounting, including the recognition of interest income on loans.  Interest income from nonaccrual loans is recorded only if collection of principal in full is not in doubt and when cash payments, if any, are received.

Loans are placed on nonaccrual status and any accrued but unpaid interest income is reversed and charged against income when the payment of interest or principal is 90 days or more past due.  Loans in the nonaccrual category are treated as nonaccrual loans even though we may ultimately recover all or a portion of the interest due.  These loans return to accrual status when the loan becomes contractually current, future collectability of amounts due is reasonably assured, and a minimum of six months of satisfactory principal repayment performance has occurred.  See Note 4 of the Company’s audited Consolidated Financial Statements in Item 8 of this Annual Report.

At December 31, 2022, there were no nonperforming assets, compared to $946,000, or 0.04% of total assets at December 31, 2021.  Nonperforming assets totaled 0.09% of gross loans as of December 31, 2021. Total nonperforming assets at December 31, 2022, included no nonaccrual loans, no OREO, and no repossessed assets. Nonperforming assets at December 31, 2021 consisted of $946,000 in nonaccrual loans, no OREO, and no repossessed assets. At December 31, 2022 and December 31, 2021, we had no loans considered a troubled debt restructuring (“TDR”) included in nonaccrual loans. See Note 4 of the Company’s audited Consolidated Financial Statements in Item 8 of this Annual Report concerning our recorded investment in loans for which impairment has been recognized.

A summary of nonaccrual, restructured, and past due loans at December 31, 2022, 2021, 2020, 2019, and 2018 is set forth below.  The Company had no loans past due more than 90 days and still accruing interest at December 31, 2022 and 2021.  Management is not aware of any potential problem loans, which were current and accruing at December 31, 2022, where serious doubt exists as to the ability of the borrower to comply with the present repayment terms.  Management can give no assurance that nonaccrual and other nonperforming loans will not increase in the future.

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Composition of Nonaccrual, Past Due and Restructured Loans

(As of December 31, Dollars in thousands)20222021202020192018
Nonaccrual Loans:
Commercial and industrial$$312$752$187$298
Agricultural production634
Owner occupied real estate370416215
Real estate construction and other land loans1,5561,439
Agricultural real estate321
Commercial real estate512381418
Equity loans and line of credit66320
Consumer and installment88
Restructured loans (non-accruing):
Equity loans and line of credit32250
Total nonaccrual9463,2781,6932,740
Accruing loans past due 90 days or more
Total nonperforming loans$$946$3,278$1,693$2,740
Interest foregone$132$99$177$85$267
Nonperforming loans to total loans%0.09%0.30%0.18%0.30%
Accruing loans past due 90 days or more$$$$$
Accruing troubled debt restructurings$2,386$7,640$7,908$2,040$3,170
Ratio of nonperforming loans to allowance for credit losses%9.85%25.38%18.54%30.10%
Loans considered to be impaired$2,372$8,586$11,186$3,734$5,909
Related allowance for credit losses on impaired loans$314$649$631$40$90

As of December 31, 2022 and 2021, we had impaired loans totaling $2,372,000 and $8,586,000, respectively.  We measure our impaired loans by using the fair value of the collateral if the loan is collateral dependent and the present value of the expected future cash flows discounted at the loan’s original contractual interest rate if the loan is not collateral dependent.  Impaired loans are identified from internal credit review reports, past due reports, overdraft listings, and third party reports of examination.  Borrowers experiencing problems such as operating losses, marginal working capital, inadequate cash flow or business interruptions which jeopardize collection of the loan are also reviewed for possible impairment classification.  A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the original agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Loans determined to be impaired are individually evaluated for impairment. When a loan is impaired, the Company measures impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, it may measure impairment based on a loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent.  A loan is collateral dependent if the repayment of the loan is expected to be provided solely by the underlying collateral.  For collateral dependent loans secured by real estate, we obtain external appraisals which are updated periodically, but generally no less than annually to determine the fair value of the collateral, and we record an immediate charge-off for the difference between the book value of the loan and the net realizable value, which is generally defined as appraised value less costs to dispose of the collateral.  We perform quarterly internal reviews on all criticized and classified loans.

We place loans on nonaccrual status and classify them as impaired when it becomes probable that we will not receive the full amount of interest and principal under the original contractual terms, or when loans are delinquent 90 days or more,

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unless the loan is both well secured and in the process of collection.  Management maintains certain loans that have been brought current by the borrower (less than 30 days delinquent) on nonaccrual status until such time as management has determined that the loans are likely to remain current in future periods.  Foregone interest on nonaccrual loans totaled $132,000 for the year ended December 31, 2022 of which none was attributable to troubled debt restructurings. Foregone interest on nonaccrual loans totaled $99,000 for the year ended December 31, 2021 of which none was attributable to troubled debt restructurings. Foregone interest on nonaccrual loans totaled $177,000 for the year ended December 31, 2020, of which none was attributable to troubled debt restructurings.

The following table provides a reconciliation of the change in non-accrual loans for the year ended December 31, 2022.

(In thousands)Balances December 31, 2021Additions to Nonaccrual LoansNet Pay DownsTransfer to Foreclosed CollateralReturns to Accrual StatusCharge-OffsBalances December 31, 2022
Non-accrual loans:
Commercial and industrial$312$$(80)$$(232)$$
Agricultural real estate634(634)
Total non-accrual$946$$(714)$$(232)$$

OREO represents real property taken either through foreclosure or through a deed in lieu thereof from the borrower. OREO is carried at the lesser of cost or fair market value less selling costs. As of December 31, 2022, 2021, and 2020, the Bank had no OREO properties. The Company held no repossessed assets at December 31, 2022, 2021, and 2020, which is included in other assets on the consolidated balance sheets.

Allowance for Credit Losses

We have established a methodology for determining the adequacy of the allowance for credit losses made up of general and specific allocations.  The methodology is set forth in a formal policy and takes into consideration the need for an overall allowance for credit losses as well as specific allowances that are tied to individual loans.  The allowance for credit losses is an estimate of probable incurred credit losses in the Company’s loan portfolio. The allowance consists of two primary components, specific reserves related to impaired loans and general reserves for probable incurred losses related to loans that are not impaired.

For all portfolio segments, the determination of the general reserve for loans that are not impaired is based on estimates made by management including, but not limited to, consideration of historical losses by portfolio segment (and in certain cases peer loss data) over the most recent 56 quarters, and qualitative and quantitative factors including economic trends in the Company’s service areas, industry experience and trends, industry and geographic concentrations, estimated collateral values, the Company’s underwriting policies, the character of the loan portfolio, and probable losses incurred in the portfolio taken as a whole. Management has determined that the most recent 56 quarters was an appropriate look-back period based on several factors including the current global economic uncertainty and various national and local economic indicators, and a time period sufficient to capture enough data due to the size of the portfolio to produce statistically accurate historical loss calculations. We believe this period is an appropriate look-back period.

In originating loans, we recognize that losses will be experienced and that the risk of loss will vary with, among other things, the type of loan being made, the creditworthiness of the borrower over the term of the loan, general economic conditions and, in the case of a secured loan, the quality of the collateral securing the loan.  The allowance is increased by provisions charged against earnings and recoveries, and reduced by net loan charge-offs.  Loans are charged off when they are deemed to be uncollectible, or partially charged off when portions of a loan are deemed to be uncollectible.  Recoveries are generally recorded only when cash payments are received.

The allowance for credit losses is maintained to cover probable incurred credit losses in the loan portfolio.  The responsibility for the review of our assets and the determination of the adequacy lies with management and our Audit/Compliance Committee.  They delegate the authority to the Chief Credit Officer (CCO) to determine the loss reserve ratio for each type of asset and to review, at least quarterly, the adequacy of the allowance based on an evaluation of the portfolio, past experience, prevailing market conditions, amount of government guarantees, concentration in loan types and other relevant factors.

The allowance for credit losses is an estimate of the probable incurred credit losses in our loan and lease portfolio.  The allowance is based on principles of accounting: (i) losses accrued for on loans when they are probable of occurring and can be reasonably estimated and (ii) losses accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

Management adheres to an internal asset review system and loss allowance methodology designed to provide for timely recognition of problem assets and adequate valuation allowances to cover probable incurred losses.  The Bank’s asset

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monitoring process includes the use of asset classifications to segregate the assets, largely loans and real estate, into various risk categories.  The Bank uses the various asset classifications as a means of measuring risk and determining the adequacy of valuation allowances by using a nine-grade system to classify assets.  In general, all credit facilities exceeding 90 days of delinquency require classification and are placed on nonaccrual.

The following table summarizes the Company’s loan loss experience, as well as provisions and recoveries (charge-offs) to the allowance and certain pertinent ratios for the periods indicated:

(Dollars in thousands)20222021202020192018
Loans outstanding at December 31,$1,254,918$1,038,240$1,104,959$941,865$917,103
Average loans outstanding during the year$1,133,919$1,069,653$1,055,712$930,883$912,128
Allowance for credit losses:
Balance at beginning of year$9,600$12,915$9,130$9,104$8,778
Deduct loans charged off:
Commercial and industrial(27)(46)(121)(1,032)(94)
Consumer loans(151)(221)(108)(164)(116)
Total loans charged off(178)(267)(229)(1,196)(210)
Add recoveries of loans previously charged off:
Commercial and industrial367701612134207
Owner occupied21
Real estate construction and other land loans319
Commercial real estate81
Consumer loans5923212763177
Total recoveries4261,252739197486
Net recoveries (charge-offs)248985510(999)276
Provision (Reversal of) for credit losses1,000(4,300)3,2751,02550
Balance at end of year$10,848$9,600$12,915$9,130$9,104
Allowance for credit losses as a percentage of outstanding loan balance0.86%0.92%1.17%0.97%0.99%
Net recoveries (charge-offs) to average loans outstanding0.02%0.09%0.05%(0.11)%0.03%

Managing credits identified through the risk evaluation methodology includes developing a business strategy with the customer to mitigate our losses.  Our management continues to monitor these credits with a view to identifying as early as possible when, and to what extent, additional provisions may be necessary.

The allowance for credit losses is reviewed at least quarterly by the Bank’s and our Board of Directors’ Audit/Compliance Committee.  Reserves are allocated to loan portfolio segments using percentages which are based on both historical risk elements such as delinquencies and losses and predictive risk elements such as economic, competitive and environmental factors.  We have adopted the specific reserve approach to allocate reserves to each impaired asset for the purpose of estimating potential loss exposure.  Although the allowance for credit losses is allocated to various portfolio categories, it is general in nature and available for the loan portfolio in its entirety.  Additions may be required based on the results of independent loan portfolio examinations, regulatory agency examinations, or our own internal review process.  Additions are also required when, in management’s judgment, the reserve does not properly reflect the potential loss exposure.

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The allocation of the allowance for credit losses is set forth below:

20222021202020192018
Loan Type (Dollars in thousands)AmountPercent of Loans in Each Category to Total LoansAmountPercent of Loans in Each Category to Total LoansAmountPercent of Loans in Each Category to Total LoansAmountPercent of Loans in Each Category to Total LoansAmountPercent of Loans in Each Category to Total Loans
Commercial:
Commercial and industrial$1,59111.2%$1,69113.2%$1,76424.9%$1,11510.9%$1,60411.1%
Agricultural production2293.1%3203.9%2552.0%3132.6%670.9%
Real estate:
Owner occupied81415.5%1,35520.4%2,12818.9%1,31921.0%1,13119.9%
Real estate construction and other land loans1,6788.7%8125.9%1,2045.0%9327.8%1,27111.1%
Commercial real estate4,38837.1%3,80535.6%4,78130.7%3,45334.9%3,01733.2%
Agricultural real estate8639.4%6979.5%8387.6%9258.1%9478.4%
Other real estate602.0%722.5%2232.6%1403.3%1733.6%
Consumer:
Equity loans and lines of credit6079.8%2565.4%4575.0%4256.9%4197.6%
Consumer and installment2783.2%3123.6%6343.3%4724.5%4074.2%
Unallocated reserves3402806313668
Total allowance for credit losses$10,848100.0%$9,600100.0%$12,915100.0%$9,130100.0%$9,104100.0%

Loans are charged to the allowance for credit losses when the loans are deemed uncollectible.  It is the policy of management to make additions to the allowance so that it remains adequate to cover all probable loan charge-offs that exist in the portfolio at that time. We assign qualitative and quantitative factors (Q factors) to each loan category. Q factors include reserves held for the effects of lending policies, experience, economic trends, and portfolio trends along with other dynamics which may cause additional stress to the portfolio.

As of December 31, 2022, the allowance for credit losses (ACL) was $10,848,000, compared to $9,600,000 at December 31, 2021, a net increase of $1,248,000.  The net increase in the ACL was primarily attributed to loan growth, with additional consideration reflected in the net recoveries during the year ended December 31, 2022. Net recoveries totaled $248,000 while the provision for credit losses was $1,000,000 for the year ended December 31, 2022. The balance of classified loans and loans graded special mention, totaled $27,785,000 and $31,023,000 at December 31, 2022 and $8,540,000 and $40,845,000 at December 31, 2021, respectively.  The balance of undisbursed commitments to extend credit on construction and other loans and letters of credit was $288,141,000 as of December 31, 2022, compared to $326,108,000 as of December 31, 2021. At December 31, 2022 and 2021, the balance of a contingent allocation for probable loan loss experience on unfunded obligations was $110,000 and $115,000, respectively. The contingent allocation for probable loan loss experience on unfunded obligations is calculated by management using appropriate, systematic, and consistently applied processes.  While related to credit losses, this allocation is not a part of ACL and is considered separately as a liability for accounting and regulatory reporting purposes.  Risks and uncertainties exist in all lending transactions and our management and Directors’ Loan Committee have established reserve levels based on economic uncertainties and other risks that exist as of each reporting period.

The ACL as a percentage of total loans was 0.86% at December 31, 2022, and 0.92% at December 31, 2021. Total loans include FLB, SVB and VCB loans that were recorded at fair value in connection with the acquisitions of $73,456,000 at December 31, 2022 and $93,201,000 at December 31, 2021. Excluding these acquired loans from the calculation, the ACL to total gross loans was 0.92% and 1.01% as of December 31, 2022 and 2021, respectively, and general reserves associated with non-impaired loans to total non-impaired loans was 0.89% and 0.98%, respectively. The loan portfolio acquired in the mergers was booked at fair value with no associated allocation in the ACL.  As of December 31, 2022 and 2021 gross loans included loans related to PPP loans which are fully guaranteed by the SBA in the amount of $333,000 and $18,553,000.00, respectively. Excluding PPP loans and the acquired loans from the calculation, the allowance for credit losses to total gross loans was 0.92% and 1.04% as of December 31, 2022 and 2021, respectively.

The Company’s loan portfolio balances in 2022 increased from 2021. Net loans increased $215.9 million or 20.98%, at December 31, 2022 compared to December 31, 2021. The net loan increase consisted of a decrease of $18.2 million in SBA Paycheck Protection Program (PPP) loans, offset by an increase of $234.2 million in non-PPP loan growth. Management believes that the change in the allowance for credit losses to total loans ratios is directionally consistent with the composition of loans and the level of nonperforming and classified loans, and by the general economic conditions experienced in the central California communities serviced by the Company, partially offset by recent improvements in real estate collateral values.

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Assumptions regarding the collateral value of various under-performing loans may affect the level and allocation of the allowance for credit losses in future periods.  The allowance may also be affected by trends in the amount of charge-offs experienced or expected trends within different loan portfolios. However, the total reserve rates on non-impaired loans include qualitative and quantitative factors which are systematically derived and consistently applied to reflect conservatively estimated losses from loss contingencies at the date of the financial statements. Based on the above considerations and given recent changes in historical charge-off rates included in the ACL modeling and the changes in other factors, management determined that the ACL was appropriate as of December 31, 2022.

There were no non-performing loans as of December 31, 2022, compared to $946,000 as of December 31, 2021.  Nonperforming loans as a percentage of total loans were 0.09% at December 31, 2021.  The Company had no other real estate owned at December 31, 2022, December 31, 2021, and December 31, 2020. No foreclosed assets were recorded at December 31, 2022, December 31, 2021, and December 31, 2020. The allowance for credit losses as a percentage of nonperforming loans was 10,848.00% and 1,014.80% as of December 31, 2022 and December 31, 2021, respectively.  In addition, management believes that the likelihood of recoveries on previously charged-off loans continues to improve based on the collection efforts of management combined with improvements in the value of real estate which serves as the primary source of collateral for loans. Management believes the allowance at December 31, 2022 is adequate based upon its ongoing analysis of the loan portfolio, historical loss trends and other factors.  However, no assurance can be given that the Company may not sustain charge-offs which are in excess of the allowance in any given period.

Goodwill and Intangible Assets

Business combinations involving the Bank’s acquisition of the equity interests or net assets of another enterprise give rise to goodwill.  Total goodwill at December 31, 2022 was $53,777,000 consisting of $13,466,000, $10,394,000, $6,340,000, $14,643,000 and $8,934,000 representing the excess of the cost of FLB, SVB, VCB, Service 1st Bancorp, and Bank of Madera County, respectively, over the net amounts assigned to assets acquired and liabilities assumed in the transactions accounted for under the purchase method of accounting.  The value of goodwill is ultimately derived from the Company’s ability to generate net earnings after the acquisitions and is not deductible for tax purposes. The fair values of assets acquired and liabilities assumed are subject to adjustment during the first twelve months after the acquisition date if additional information becomes available to indicate a more accurate or appropriate value for an asset or liability.  A significant decline in net earnings, among other factors, could be indicative of a decline in the fair value of goodwill and result in impairment.  For that reason, goodwill is assessed at least annually for impairment.

Management performed an annual impairment test in the third quarter of 2022 utilizing various qualitative factors. Management believes these factors are sufficient and comprehensive and as such, no further factors need to be assessed at this time. Based on management’s analysis performed, no impairment was required.

Goodwill is also assessed for impairment between annual tests if a triggering event occurs or circumstances change that may cause the fair value of a reporting unit to decline below its carrying amount. Management considers the entire Company to be one reporting unit. No such events or circumstances arose during for the year ended December 31, 2022. Changes in the economic environment, operations of the reporting unit or other adverse events could result in future impairment charges which could have a material adverse impact on the Company’s operating results.

The intangible assets at December 31, 2022 represent the estimated fair value of the core deposit relationships acquired in the 2013 acquisition of VCB of $1,365,000.  Core deposit intangibles are being amortized using the straight-line method over an estimated life of five to ten years from the date of acquisition.  The carrying value of intangible assets at December 31, 2022 was $68,000, net of $1,297,000 in accumulated amortization expense.  The carrying value at December 31, 2021 was $522,000, net of $3,230,000 in accumulated amortization expense.  Management evaluates the remaining useful lives quarterly to determine whether events or circumstances warrant a revision to the remaining periods of amortization.  Based on the evaluation, no changes to the remaining useful life was required. Amortization expense recognized was $454,000 for 2022, $661,000 for 2021 and $695,000 for 2020. The remaining $68,000 core deposit intangible will be amortized during 2023.

Deposits and Borrowings

The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up to applicable legal limits. All of a depositor’s accounts at an insured depository institution, including all non-interest bearing transactions accounts, will be insured by the FDIC up to the standard maximum deposit insurance amount of $250,000 for each deposit insurance ownership category.

Total deposits decreased $23,148,000 or 1.09% to $2,099,649,000 as of December 31, 2022, compared to $2,122,797,000 as of December 31, 2021.  Interest-bearing deposits decreased $116,131,000 or 10.02% to $1,043,082,000 as of December 31, 2022, compared to $1,159,213,000 as of December 31, 2021.  Non-interest bearing deposits increased $92,983,000 or 9.65% to $1,056,567,000 as of December 31, 2022, compared to $963,584,000 as of December 31, 2021.  The Company’s deposit balances for the year ended December 31, 2022 decreased through normal customer deposit related activity. Average non-interest bearing deposits to average total deposits was 46.68% for the year ended December 31, 2022 compared to

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45.58% for the same period in 2021. Based on FDIC deposit market share information published as of June 2022, our total market share of deposits in Fresno, Madera, San Joaquin, and Tulare counties was 3.66% in 2022 compared to 3.83% in 2021. Our total market share in the other counties as of June 2022 and 2021 we operate in (Merced, Placer, Sacramento, and Stanislaus), was less than 1.00%.

The composition of the deposits and average interest rates paid at December 31, 2022 and December 31, 2021 is summarized in the table below.

(Dollars in thousands)December 31, 2022% of Total DepositsEffective RateDecember 31, 2021% of Total DepositsEffective Rate
NOW accounts$324,08915.4%0.06%$360,46217.0%0.05%
MMA accounts435,78320.8%0.17%511,44824.1%0.15%
Time deposits67,9233.2%0.14%90,0304.2%0.21%
Savings deposits215,28710.3%0.01%197,2739.3%0.01%
Total interest-bearing1,043,08249.7%0.10%1,159,21354.6%0.10%
Non-interest bearing1,056,56750.3%963,58445.4%
Total deposits$2,099,649100.0%$2,122,797100.0%

We have no known foreign deposits.  The following table sets forth the average amount of and the average rate paid on certain deposit categories which were in excess of 10% of average total deposits for the years ended December 31, 2022, 2021, and 2020.

202220212020
(Dollars in thousands)BalanceRateBalanceRateBalanceRate
Savings and NOW accounts$581,2850.04%$529,0430.03%$433,7420.08%
Money market accounts$486,8230.17%$455,5750.15%$300,6030.18%
Non-interest bearing demand$1,006,511$900,083$744,239
Total deposits$2,156,0920.06%$1,974,5760.05%$1,568,1940.09%

The following table sets forth the maturity of time certificates of deposit and other time deposits of $100,000 or more at December 31, 2022.

(In thousands)
Three months or less$20,931
Over 3 through 6 months8,348
Over 6 through 12 months12,411
Over 12 months5,697
$47,387

As of December 31, 2022, the Company had $46,000,000 in short-term Federal Home Loan Bank (FHLB) of San Francisco advances. There was no short-term FHLB advances as of December 31, 2021. We maintain a line of credit with the FHLB collateralized by government securities and loans.  Refer to Liquidity section below for further discussion of FHLB advances. The Bank had unsecured lines of credit with its correspondent banks which, in the aggregate, amounted to $110,000,000 at December 31, 2022 and 2021, at interest rates which vary with market conditions. As of December 31, 2022 and 2021, the Company had no overnight borrowings outstanding under these credit facilities.

Capital Resources

Capital serves as a source of funds and helps protect depositors and shareholders against potential losses.  Historically, the primary sources of capital for the Company have been internally generated capital through retained earnings and the issuance of common and preferred stock.

The Company has historically maintained substantial levels of capital.  The assessment of capital adequacy is dependent on several factors including asset quality, earnings trends, liquidity and economic conditions.  Maintenance of adequate capital levels is integral to providing stability to the Company.  The Company needs to maintain substantial levels of regulatory capital to give it maximum flexibility in the changing regulatory environment and to respond to changes in the market and economic conditions.

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Our shareholders’ equity was $174,660,000 as of December 31, 2022, compared to $247,845,000 as of December 31, 2021.  The decrease in shareholders’ equity is the result of decrease in accumulated other comprehensive income (AOCI) of $88,859,000, an increase in the unrealized loss recorded on the Company’s investment portfolio, the payment of common stock cash dividends of $5,638,000, and the repurchase and retirement of common stock of $6,814,000. These decreases were partially offset by an increase in retained earnings from our net income of $26,645,000, the exercise of stock options in the amount of $489,000, the effect of share-based compensation expense of $497,000, and stock issued under our employee stock purchase plan of $216,000.

During 2022, the Company made a capital contribution to the Bank in the amount of $38,000,000 in connection with the senior and subordinated debt proceeds approved by the Company’s Board of Directors. The Company declared and paid a total of $5,638,000 or $0.48 per common share cash dividend to shareholders of record during the year ended December 31, 2022. During the year ended December 31, 2022, the Company repurchased and retired common stock in the amount of $6,814,000.

During 2021, the Bank declared and paid cash dividends to the Company in the amount of $7,679,000 in connection with the cash dividends to the Company’s shareholders approved by the Company’s Board of Directors. The Company declared and paid a total of $5,757,000 or $0.47 per common share cash dividend to shareholders of record during the year ended December 31, 2021. During the year ended December 31, 2021, the Company repurchased and retired common stock in the amount of $13,619,000.

During 2020 the Bank declared and paid cash dividends to the Company in the amount of $15,622,000 in connection with the cash dividends to the Company’s shareholders approved by the Company’s Board of Directors. The Company declared and paid a total of $5,530,000 or $0.44 per common share cash dividend to shareholders of record during the year ended December 31, 2020. During the year ended December 31, 2020, the Company repurchased and retired common stock in the amount of $11,052,000.

The following table sets forth certain financial ratios for the years ended December 31, 2022, 2021, and 2020.

202220212020
Net income:
To average assets1.09%1.25%1.11%
To average shareholders’ equity14.25%11.50%8.85%
Dividends declared per share to net income per share21.14%19.75%26.99%
Average shareholders’ equity to average assets7.67%10.89%12.54%

Management considers capital requirements as part of its strategic planning process.  The strategic plan calls for continuing increases in assets and liabilities, and the capital required may therefore be in excess of retained earnings.  The ability to obtain capital is dependent upon the capital markets as well as our performance.  Management regularly evaluates sources of capital and the timing required to meet its strategic objectives.

The Board of Governors, the FDIC and other federal banking agencies have issued risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations for both transactions reported on the balance sheet as assets, and transactions, such as letters of credit and recourse arrangements, which are reported as off-balance-sheet items.

The following table presents the Company’s regulatory capital ratios as of December 31, 2022 and December 31, 2021.

(Dollars in thousands)Actual Ratio
December 31, 2022AmountRatio
Tier 1 Leverage Ratio$205,1548.37%
Common Equity Tier 1 Ratio (CET 1)$200,15411.92%
Tier 1 Risk-Based Capital Ratio$205,15412.22%
Total Risk-Based Capital Ratio$250,55614.92%
December 31, 2021
Tier 1 Leverage Ratio$189,0208.03%
Common Equity Tier 1 Ratio (CET 1)$184,02012.48%
Tier 1 Risk-Based Capital Ratio$189,02012.82%
Total Risk-Based Capital Ratio$233,03415.80%

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The following table presents the Bank’s regulatory capital ratios as of December 31, 2022 and December 31, 2021

Actual RatioMinimum regulatory requirement (1)Minimum requirement for “Well-Capitalized” Institution
December 31, 2022AmountRatioAmountRatioAmountRatio
Tier 1 Leverage Ratio$266,37310.86%$98,0754.00%$122,5945.00%
Common Equity Tier 1 Ratio (CET 1)$266,37315.87%$75,5167.00%$109,0796.50%
Tier 1 Risk-Based Capital Ratio$266,37315.87%$100,6888.50%$134,2518.00%
Total Risk-Based Capital Ratio$277,33116.53%$134,25110.50%$167,81410.00%
December 31, 2021
Tier 1 Leverage Ratio$199,3298.47%$94,1564.00%$117,6955.00%
Common Equity Tier 1 Ratio (CET 1)$199,32913.52%$66,3557.00%$95,8466.50%
Tier 1 Risk-Based Capital Ratio$199,32913.52%$88,4738.50%$117,9648.00%
Total Risk-Based Capital Ratio$209,04414.18%$117,96410.50%$147,45510.00%
(1) The minimum regulatory requirement threshold includes the capital conservation buffer of 2.50%.

The Company succeeded to all of the rights and obligations of the Service 1st Capital Trust I, a Delaware business trust, in connection with the acquisition of Service 1st as of November 12, 2008.  The Trust was formed on August 17, 2006 for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by Service 1st.  Under applicable regulatory guidance, the amount of trust preferred securities that is eligible as Tier 1 capital is limited to 25% of the Company’s Tier 1 capital on a pro forma basis.  At December 31, 2022, all of the trust preferred securities that have been issued qualify as Tier 1 capital.  The trust preferred securities mature on October 7, 2036, are redeemable at the Company’s option beginning five years after issuance, and require quarterly distributions by the Trust to the holder of the trust preferred securities at a variable interest rate which will adjust quarterly to equal the three-month LIBOR plus 1.60%.

The Trust used the proceeds from the sale of the trust preferred securities to purchase approximately $5,155,000 in aggregate principal amount of Service 1st’s junior subordinated notes (the Notes).  The Notes bear interest at the same variable interest rate during the same quarterly periods as the trust preferred securities.  The Notes are redeemable by the Company on any January 7, April 7, July 7, or October 7 on or after October 7, 2012 or at any time within 90 days following the occurrence of certain events, such as: (i) a change in the regulatory capital treatment of the Notes (ii) in the event the Trust is deemed an investment company or (iii) upon the occurrence of certain adverse tax events.  In each such case, the Company may redeem the Notes for their aggregate principal amount, plus any accrued but unpaid interest.

The Notes may be declared immediately due and payable at the election of the trustee or holders of 25% of the aggregate principal amount of outstanding Notes in the event that the Company defaults in the payment of any interest following the nonpayment of any such interest for 20 or more consecutive quarterly periods.  Holders of the trust preferred securities are entitled to a cumulative cash distribution on the liquidation amount of $1,000 per security.  For each January 7, April 7, July 7 or October 7 of each year, the rate will be adjusted to equal the three month LIBOR plus 1.60%.  As of December 31, 2022, the rate was 5.68%.  Interest expense recognized by the Company for the years ended December 31, 2022, 2021, and 2020 was $188,000, $93,000 and $130,000, respectively.

On November 12, 2021, the Company completed a private placement of $35.0 million aggregate principal amount of its fixed-to-floating rate subordinated notes (“Subordinated Debt”) due December 1, 2031. The Subordinated Debt initially bears a fixed interest rate of 3.125% per year. Commencing on December 1, 2026, the interest rate on the Subordinated Debt will reset each quarter at a floating interest rate equal to the then-current three month term SOFR plus 210 basis points. The Company may at its option redeem in whole or in part the Subordinated Debt on or after November 12, 2026 without a premium. The Subordinated Debt is treated as Tier 2 Capital for regulatory purposes.

On September 15, 2022, the Company entered into a $30 million loan agreement with Bell Bank. Initially, payments of interest only are payable in 12 quarterly payments commencing December 31, 2022. As of December 31, 2022 the rate had reached its interest rate cap of 6.75%. Commencing December 31, 2025, 27 equal quarterly principal and interest payments are payable based on the outstanding balance of the loan on August 30, 2025 and an amortization of 48 quarters. A final payment of outstanding principal and accrued interest is due at maturity on September 30, 2032. Variable interest is payable at the Prime Rate (published by the Wall Street Journal) less 50 basis points. The loan is secured by the assets of the Company and a pledge of the outstanding common stock of Central Valley Community Bank, the Company’s banking subsidiary. The Company may prepay the loan without penalty with one exception. If the loan is prepaid prior to August 30, 2025 with funds received from a financing source other than Bell Bank, the Company will incur a 2% prepayment penalty. The loan contains customary representations, covenants, and events of default.

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LIQUIDITY

Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include funding of securities purchases, providing for customers’ credit needs and ongoing repayment of borrowings.  Our liquidity is actively managed on a daily basis and reviewed periodically by our management and Directors’ Asset/Liability Committees.  This process is intended to ensure the maintenance of sufficient funds to meet our needs, including adequate cash flows for off-balance sheet commitments.

Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and, to a lesser extent, broker deposits, Federal funds facilities and advances from the Federal Home Loan Bank of San Francisco (FHLB).  These funding sources are augmented by payments of principal and interest on loans, the routine maturities and pay downs of securities from the securities portfolio, the stability of our core deposits and the ability to sell investment securities.  As of December 31, 2022, the Company had unpledged securities totaling $759,229,000 available as a secondary source of liquidity and total cash and cash equivalents of $31,170,000.  Cash and cash equivalents at December 31, 2022 decreased 80.93% compared to December 31, 2021.  Primary uses of funds include withdrawal of and interest payments on deposits, origination and purchases of loans, purchases of investment securities, and payment of operating expenses.

To augment our liquidity, we have established Federal funds lines with various correspondent banks.  At December 31, 2022, our available borrowing capacity includes approximately $110,000,000 in Federal funds lines with our correspondent banks and $319,309,000 in unused FHLB advances.  At December 31, 2022, we were not aware of any information that was reasonably likely to have a material effect on our liquidity position.

The following table reflects the Company’s credit lines, balances outstanding, and pledged collateral at December 31, 2022 and 2021:

Credit Lines (In thousands)December 31, 2022December 31, 2021
Unsecured Credit Lines (interest rate varies with market):
Credit limit$110,000$110,000
Balance outstanding$$
Federal Home Loan Bank (interest rate at prevailing interest rate):
Credit limit$319,309$277,130
Balance outstanding$46,000$
Collateral pledged$687,357$481,437
Fair value of collateral$565,869$435,089
Federal Reserve Bank (interest rate at prevailing discount interest rate):
Credit limit$4,702$9,961
Balance outstanding$$
Collateral pledged$5,508$10,361
Fair value of collateral$4,893$10,241

The liquidity of our parent company, Central Valley Community Bancorp, is primarily dependent on the payment of cash dividends by its subsidiary, Central Valley Community Bank, subject to limitations imposed by state and federal regulations.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in accordance with the accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make a number of judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expense in the financial statements. Various elements of our accounting policies, by their nature, involve the application of highly sensitive and judgmental estimates and assumptions. Some of these policies and estimates relate to matters that are highly complex and contain inherent uncertainties. It is possible that, in some instances, different estimates and assumptions could reasonably have been made and used by management, instead of those we applied, which might have produced different results that could have had a material effect on the financial statements.

We have identified the following accounting policies and estimates that, due to the inherent judgments and assumptions and the potential sensitivity of the financial statements to those judgments and assumptions, are critical to an understanding of our financial statements. We believe that the judgments, estimates and assumptions used in the preparation of the Company’s financial statements are appropriate. For a further description of our accounting policies, see Note 1 - Summary of Significant Accounting Policies in the financial statements included in this Form 10‑K.

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Allowance for Credit Losses

Our allowance for credit losses is an estimate of probable incurred losses in the loan portfolio. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance for credit losses. Management’s methodology for estimating the allowance balance consists of several key elements, which include specific allowances on individual impaired loans and the formula driven allowances on pools of loans with similar risks. The allowance is only an estimate of the inherent loss in the loan portfolio and may not represent actual losses realized over time, either of losses in excess of the allowance or of losses less than the allowance. Our accounting for estimated loan losses is discussed and disclosed primarily in Note 1 and 4 to the consolidated financial statements under the heading “Allowance for Credit Losses”.

INFLATION

The impact of inflation on a financial institution differs significantly from that exerted on other industries primarily because the assets and liabilities of financial institutions consist largely of monetary items.  However, financial institutions are affected by inflation in part through non-interest expenses, such as salaries and occupancy expenses, and to some extent by changes in interest rates.

At December 31, 2022, we do not believe that inflation will have a material impact on our consolidated financial position or results of operations.  However, if inflation concerns cause short term rates to rise in the near future, we may benefit by immediate repricing of a portion of our loan portfolio. Higher inflation rates may increase operating expenses or have other adverse effects on our borrowers, making collection on extensions of credit more difficult for us. Refer to Quantitative and Qualitative Disclosures About Market Risk for further discussion.

FY 2021 10-K MD&A

SEC filing source: 0001127371-22-000037.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2022-03-09. Report date: 2021-12-31.

ITEM 7 -MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Management’s discussion and analysis should be read in conjunction with the Company’s audited Consolidated Financial Statements, including the Notes thereto, in Item 8 of this Annual Report.

Certain matters discussed in this report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  All statements contained herein that are not historical facts, such as statements regarding the Company’s current business strategy and the Company’s plans for future development and operations, are based upon current expectations.  These statements are forward-looking in nature and involve a number of risks and uncertainties.  Such risks and uncertainties include, but are not limited to (1) significant increases in competitive pressure in the banking industry; (2) the impact of changes in interest rates; (3) a decline in economic conditions in the Central Valley and the Greater Sacramento Region; (4) the Company’s ability to continue its internal growth at historical rates; (5) the Company’s ability to maintain its net interest margin; (6) the decline in quality of the Company’s earning assets; (7) a decline in credit quality; (8) changes in the regulatory environment; (9) fluctuations in the real estate market; (10) changes in business conditions and inflation; (11) changes in securities markets (12) risks associated with acquisitions, relating to difficulty in integrating combined operations and related negative impact on earnings, and incurrence of substantial expenses; (13) political developments, uncertainties or instability, catastrophic events, acts of war or terrorism, or natural disasters, such as earthquakes, drought, pandemic diseases or extreme weather events, any of which may affect services we use or affect our customers, employees or third parties with which we conduct business;  (14) the uncertainties related to the Covid-19 pandemic including, but not limited to, the potential adverse effect of the pandemic on the economy, our employees and customers, and our financial performance; and (15) the impact of the federal CARES Act and the significant additional lending activities undertaken by the Company in connection with the Small Business Administration’s Paycheck Protection Program enacted thereunder, including risks to the Company with respect to the uncertain application by the Small Business Administration of new borrower and loan eligibility, forgiveness and audit criteria.  Therefore, the information set forth in such forward-looking statements should be carefully considered when evaluating the business prospects of the Company.

When the Company uses in this Annual Report the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “commit,” “believe” and similar expressions, the Company intends to identify forward-looking statements.

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Such statements are not guarantees of performance and are subject to certain risks, uncertainties and assumptions, including those described in this Annual Report.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected, projected, intended, committed or believed.  The future results and shareholder values of the Company may differ materially from those expressed in these forward-looking statements.  Many of the factors that will determine these results and values are beyond the Company’s ability to control or predict. For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.  See also the discussion of risk factors in Item 1A, “Risk Factors.”

We are not able to predict all the factors that may affect future results. You should not place undue reliance on any forward looking statement, which speaks only as of the date of this Report on Form 10-K. Except as required by applicable laws or regulations, we do not undertake any obligation to update or revise any forward looking statement, whether as a result of new information, future events or otherwise.

INTRODUCTION

Central Valley Community Bancorp (NASDAQ: CVCY) (the Company) was incorporated on February 7, 2000.  The formation of the holding company offered the Company more flexibility in meeting the long-term needs of customers, shareholders, and the communities it serves.  The Company currently has one bank subsidiary, Central Valley Community Bank (the Bank) and one business trust subsidiary, Service 1st Capital Trust 1. The Company’s market area includes the central valley area from Sacramento, California to Bakersfield, California.

During 2021, we focused on asset quality and capital adequacy as well as managing the COVID-19 affects on businesses, customers and employees.  We also focused on assuring that competitive products and services were made available to our clients while adjusting to the many new laws and regulations that affect the banking industry.

As of December 31, 2021, the Bank operated 20 full-service offices. Additionally, the Bank maintains a Commercial Real Estate Division, an Agribusiness Center and a SBA Lending Division.  The Real Estate Division processes or assists in processing the majority of the Bank’s real estate related transactions, including interim construction loans for single family residences and commercial buildings. We offer permanent single family residential loans through our mortgage broker services.

ECONOMIC CONDITIONS

For the years leading up to 2021, the economy, as evidenced by the California, Central Valley, and Greater Sacramento Region unemployment rates, and housing prices, were showing moderate and steady improvement.

During 2020 and to a lesser extent in 2021, our business has been, and continues to be, impacted by the ongoing outbreak of COVID-19. During 2021 and 2020, the outbreak of COVID-19 has adversely impacted a broad range of industries in which the Company’s customers operate and could impair their ability to fulfill their financial obligations to the Company. The World Health Organization has declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. As a result, the demand for our products and services has been and may continue to be significantly impacted. The spread of the outbreak has caused significant disruptions in the U.S. economy and has disrupted banking and other financial activity in the areas in which the Company operates.

We only conduct business in the state of California. California placed significant restrictions on businesses and individuals at the outset of the COVID-19 pandemic. While many of these initial restrictions have been lifted, there is still the possibility that certain restrictions could be re-imposed or extended to contain further spread if the rate of infection were to surge again in any of these states, including as a result of the Delta and Omicron variants that have recently caused an uptick in infections particularly among non-vaccinated individuals. As a financial institution, we are considered an essential business and we have therefore continued to operate on a modified basis throughout the pandemic to comply with governmental restrictions and public health authority guidelines.

We remain focused on keeping our employees safe and our bank running effectively to serve our customers and continue to monitor the continued spread of COVID-19 and its variants. Our branches have been reopened across our footprint.

The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. While there has been no material impact to the Company’s employees to date, COVID-19 could also potentially create widespread business continuity issues for the Company. If the global response to contain COVID-19 escalates further or is unsuccessful, the Company could experience an adverse effect on its business, financial condition and results of operations.

Agriculture and agricultural-related businesses remain a critical part of the Central Valley’s economy.  The Valley’s agricultural production is widely diversified, producing nuts, vegetables, fruit, cattle, dairy products, and cotton.  The continued future success of agriculture related businesses is highly dependent on the availability of water and is subject to fluctuation in

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worldwide commodity prices, currency exchanges, and demand. From time to time, California experiences severe droughts or adverse weather issues, which could significantly harm the business of our customers and the credit quality of the loans to those customers. We closely monitor the water resources and the related issues affecting our customers, and will remain vigilant for signs of deterioration within the loan portfolio in an effort to manage credit quality and work with borrowers where possible to mitigate any losses.

OVERVIEW

Diluted earnings per share (EPS) for the year ended December 31, 2021 was $2.31 compared to $1.62 and $1.59 for the years ended December 31, 2020 and 2019, respectively.  Net income for 2021 was $28,401,000 compared to $20,347,000 and $21,443,000 for the years ended December 31, 2020 and 2019, respectively.  The increase in net income for 2021 compared to 2020 was driven by a reversal of provision for credit losses, an increase in net interest income, and an increase in interchange fees, partially offset by an increase in the provision for income taxes, an increase in non-interest expense, a decrease in net realized gains on sales and calls of investment securities, a decrease in loan placement fees, and a decrease in service charge income. Total assets at December 31, 2021 were $2,450,139,000 compared to $2,004,096,000 at December 31, 2020.

Return on average equity (“ROE”) for 2021 was 11.50% compared to 8.85% and 9.39% for 2020 and 2019, respectively.  Return on average assets (“ROA”) for 2021 was 1.25% compared to 1.11% and 1.36% for 2020 and 2019, respectively.  Total equity was $247,845,000 at December 31, 2021 compared to $245,021,000 at December 31, 2020.  The increase in shareholders’ equity is the result of an increase in retained earnings from our net income of $28,401,000, the exercise of stock options in the amount of $256,000, the effect of share-based compensation expense of $405,000, and stock issued under our employee stock purchase plan of $204,000, partially offset by a decrease in accumulated other comprehensive income (AOCI) of $7,224,000, the payment of common stock cash dividends of $5,757,000 and the repurchase and retirement of common stock of $13,619,000.

Average total loans (including nonaccrual) increased $13,941,000 or 1.32% to $1,069,653,000 in 2021 compared to $1,055,712,000 in 2020.  In 2021, we recorded a reversal of provision for credit losses of $4,300,000 compared to a provision of $3,275,000 in 2020 and a provision of $1,025,000 in 2019.  The Company had nonperforming assets consisting of $946,000 in nonaccrual loans at December 31, 2021.  At December 31, 2020, nonperforming assets totaled $3,278,000.  Net loan loss recoveries for 2021 were $985,000 compared to net loan loss recoveries in the amount of $510,000 for 2020 and net loan loss charge-offs in the amount of $999,000 for 2019.  Refer to “Asset Quality” below for further information.

Dividend Declared

The Company declared a $0.12 per common share cash dividend, payable on February 25, 2022 to shareholders of record on February 11, 2022.

Key Factors in Evaluating Financial Condition and Operating Performance

In evaluating our financial condition and operating performance, we focus on several key factors including:

•Return to our shareholders;

•Return on average assets;

•Development of revenue streams, including net interest income and non-interest income;

•Asset quality;

•Asset growth;

•Capital adequacy;

•Operating efficiency; and

•Liquidity.

Return to Our Shareholders

One measure of our return to our shareholders is the return on average equity (ROE), which is a ratio that measures net income divided by average shareholders’ equity. Our ROE was 11.50% for the year ended 2021 compared to 8.85% and 9.39% for the years ended 2020 and 2019, respectively.

Our net income for the year ended December 31, 2021 increased $8,054,000 compared to 2020 and decreased $1,096,000 in 2020 compared to 2019.  Contributing to the increase during 2021 compared to 2020 was a reversal of provision for credit losses, an increase in net interest income, and an increase in interchange fees, partially offset by a decrease in net realized gains on sales and calls of investment securities, a decrease in service charge income, an increase in non-interest expense, a decrease in loan placement fees, and an increase in the provision for income taxes. During 2020, net income

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compared to 2019 was negatively impacted by an increase in the provision for credit losses and higher non-interest expenses.  During 2019 net income was positively impacted by an increase in net interest income and an increase in net realized gains on sales and calls of investment securities.

Net interest income increased primarily because of increases in loan and fee income, increases in interest income on investments, and decreases in interest expense. For 2021, our net interest margin (NIM) decreased 33 basis points to 3.54% compared to 2020 as a result of yield changes and asset mix changes. The decrease in net interest margin in the period-to-period comparison resulted from the decrease in the effective yield on interest earning deposits in other banks and Federal Funds sold and the decrease in the effective yield on average investment securities, offset by the increase in the yield on the Company’s loan portfolio. Net interest income during 2021 was positively impacted by from the accretion of the loan marks on acquired loans in the amount of $802,000 and $1,321,000 for the year ended December 31, 2021 and 2020, respectively. In addition, net interest income before the provision for credit losses for the year ended December 31, 2021 benefited by approximately $676,000 in nonrecurring income from prepayment penalties and payoff of loans, as compared to $805,000 for the year ended December 31, 2020. Excluding these reversals and benefits, net interest income for the year ended December 31, 2021 increased by $8,779,000 compared to the year ended December 31, 2020.

Non-interest income decreased 34.73% in 2021 compared to 2020 primarily due to a $3,751,000 decrease in net realized gains on sales and calls of investment securities, a decrease of $1,118,000 in other income, a decrease in loan placement fees of $317,000, and a decrease in service charge income of $170,000, partially offset by an increase in interchange fees of $437,000 and an increase in appreciation in cash surrender value of bank-owned life insurance of $129,000. Other income for the year ended December 31, 2020 included a $1,167,000 gain related to the collection of tax-exempt life insurance proceeds.

Non-interest expenses increased $158,000 or 0.33% to $47,842,000 in 2021 compared to $47,684,000 in 2020. The net increase year over year resulted from increases in data processing of $348,000, information technology of $477,000, regulatory assessments of $341,000, occupancy and equipment expenses of $256,000, personnel of $213,000, salaries and employee benefits of $117,000, loan related expenses of $75,000, donations of $45,000, education and training of $42,000 general insurance of $31,000, telephone of $31,000, alarm of $16,000, and postage of $11,000, partially offset by decreases in professional services of $733,000, Internet banking expenses of $330,000, directors’ expenses of $193,000, advertising expenses of $136,000, stationary and supplies of $78,000, risk management expenses of $55,000, amortization of software of $41,000, amortization of core deposit intangible of $34,000, armored courier of $25,000, travel and mileage of $24,000, and operating losses of $5,000 in 2021 compared to 2020. The Company recorded an income tax provision of $9,616,000 for the year ended December 31, 2021, compared to $6,914,000 for the year ended December 31, 2020, and $8,509,000 for the year ended December 31, 2019. Basic EPS was $2.32 for 2021 compared to $1.62 and $1.60 for 2020 and 2019, respectively.  Diluted EPS was $2.31 for 2021 compared to $1.62 and $1.59 for 2020 and 2019, respectively.

Return on Average Assets

Our ROA is a ratio that measures our performance compared with other banks and bank holding companies.  Our ROA for the year ended 2021 was 1.25% compared to 1.11% and 1.36% for the years ended December 31, 2020 and 2019, respectively.  The 2021 increase in ROA is primarily due to the increase in net income, notwithstanding the increase in average assets.  Annualized ROA for our peer group was 0.93% at December 31, 2021.  Peer group information from S&P Global Market Intelligence data includes bank holding companies in central California with assets from $1 billion to $3.5 billion.

Development of Revenue Streams

Over the past several years, we have focused on not only our net income, but improving the consistency of our revenue streams in order to create more predictable future earnings and reduce the effect of changes in our operating environment on our net income.  Specifically, we have focused on net interest income through a variety of strategies, including increases in average interest earning assets, and minimizing the effects of the recent interest rate changes on our net interest margin by focusing on core deposits and managing our cost of funds.  Our net interest margin (fully tax equivalent basis) was 3.54% for the year ended December 31, 2021, compared to 3.87% and 4.51% for the years ended December 31, 2020 and 2019, respectively.  The decrease in 2021 net interest margin compared to 2020, resulted from the decrease in the effective yield on interest earning deposits in other banks and Federal Funds sold, the decrease in the effective yield on average investment securities, offset by the increase in the yield on the Company’s loan portfolio.  The effective tax equivalent yield on total earning assets decreased 36 basis points, while the cost of total interest-bearing liabilities decreased 7 basis points to 0.12% for the year ended December 31, 2021. Our cost of total deposits in 2021 and 2020 was 0.05% and 0.09%, respectively, compared to 0.15% for the same period in 2019. Our net interest income before provision for credit losses increased $8,131,000 or 12.62% to $72,554,000 for the year ended 2021 compared to $64,423,000 and $63,772,000 for the years ended 2020 and 2019, respectively.

Our non-interest income is generally made up of service charges and fees on deposit accounts, fee income from loan placements, appreciation in cash surrender value of bank-owned life insurance, and net gains from sales and calls of investment

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securities.  Non-interest income in 2021 decreased $4,792,000 or 34.73% to $9,005,000 compared to $13,797,000 in 2020 and $13,305,000 in 2019.  The decrease resulted primarily from a decrease in net realized gains on sales and calls of investment securities, a decrease in service charge income, a decrease in loan placement fees, a decrease in FHLB dividends, and a decrease in other income, partially offset by an increase in interchange fees and an increase in appreciation in cash surrender value of bank-owned life insurance compared to 2020.  Further detail on non-interest income is provided below.

Asset Quality

For all banks and bank holding companies, asset quality has a significant impact on the overall financial condition and results of operations.  Asset quality is measured in terms of classified and nonperforming loans, and is a key element in estimating the future earnings of a company.  Total nonperforming assets were $946,000 and $3,278,000 at December 31, 2021 and 2020, respectively.  Nonperforming assets totaled 0.09% of gross loans as of December 31, 2021 and 0.30% of gross loans as of December 31, 2020. Nonperforming loans were $946,000 and $3,278,000 at December 31, 2021 and 2020, respectively.  The Company had no other real estate owned at December 31, 2021, or December 31, 2020. No foreclosed assets were recorded at December 31, 2021 or December 31, 2020. Management maintains certain loans that have been brought current by the borrower (less than 30 days delinquent) on nonaccrual status until such time as management has determined that the loans are likely to remain current in future periods.

The ratio of nonperforming loans to total loans was 0.09% as of December 31, 2021 and 0.30% as of December 31, 2020. The allowance for credit losses as a percentage of outstanding loan balance was 0.92% as of December 31, 2021 and 1.17% as of December 31, 2020. The ratio of net recoveries (charge-offs) to average loans was 0.09% as of December 31, 2021 and 0.05% as of December 31, 2020.

Asset Growth

As revenues from both net interest income and non-interest income are a function of asset size, the continued growth in assets has a direct impact in increasing net income and therefore ROE and ROA.  The majority of our assets are loans and investment securities, and the majority of our liabilities are deposits, and therefore the ability to generate deposits as a funding source for loans and investments is fundamental to our asset growth.  Total assets increased 22.26% during 2021 to $2,450,139,000 as of December 31, 2021 from $2,004,096,000 as of December 31, 2020.  Total gross loans decreased 5.74% to $1,039,111,000 as of December 31, 2021, compared to $1,102,347,000 at December 31, 2020.  Total investment securities increased 55.58% to $1,116,624,000 as of December 31, 2021 compared to $717,726,000 as of December 31, 2020.  Total deposits increased 23.22% to $2,122,797,000 as of December 31, 2021 compared to $1,722,710,000 as of December 31, 2020.  Our loan to deposit ratio at December 31, 2021 was 48.95% compared to 63.99% at December 31, 2020.  The loan to deposit ratio of our peers was 71.00% at December 31, 2021. Peer group information from S&P Global Market Intelligence data includes bank holding companies in central California with assets from $1 billion to $3.5 billion.

Capital Adequacy

At December 31, 2021, we had a total capital to risk-weighted assets ratio of 15.80%, a Tier 1 risk-based capital ratio of 12.82%, common equity Tier 1 ratio of 12.48%, and a leverage ratio of 8.03%.  At December 31, 2020, we had a total capital to risk-weighted assets ratio of 15.58%, a Tier 1 risk-based capital ratio of 14.50%, common equity Tier 1 ratio of 14.10%, and a leverage ratio of 9.28%.  At December 31, 2021, on a stand-alone basis, the Bank had a total risk-based capital ratio of 14.18%, a Tier 1 risk based capital ratio of 13.52%, common equity Tier 1 ratio of 13.52%, and a leverage ratio of 8.47%.  At December 31, 2020, the Bank had a total risk-based capital ratio of 15.48%, Tier 1 risk-based capital of 14.41% and a leverage ratio of 9.23%.  Note 13 of the audited Consolidated Financial Statements provides more detailed information concerning the Company’s capital amounts and ratios. As of December 31, 2021, the Bank met or exceeded all of their capital requirements inclusive of the capital buffer. The Bank’s capital ratios exceeded the regulatory guidelines for a well-capitalized financial institution under the Basel III regulatory requirements at December 31, 2021.

Operating Efficiency

Operating efficiency is the measure of how efficiently earnings before taxes are generated as a percentage of revenue.  A lower ratio represents greater efficiency.  The Company’s efficiency ratio (operating expenses, excluding amortization of intangibles and foreclosed property expense, divided by net interest income plus non-interest income, excluding net gains and losses from sale of securities) was 57.16% for 2021 compared to 64.08% for 2020 and 62.77% for 2019.  The improvement in the efficiency ratio in 2021 was due to the growth in non-interest income outpacing the increase in non-interest expense. The Company’s net interest income before provision for credit losses plus non-interest income increased 4.27% to $81,559,000 in 2021 compared to $78,220,000 in 2020 and $77,077,000 in 2019, while operating expenses increased 0.33% in 2021, 3.44% in 2020, and 2.29% in 2019.

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Liquidity

Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include providing for customers’ credit needs, funding of securities purchases, and ongoing repayment of borrowings. Our liquidity is actively managed on a daily basis and reviewed periodically by our management and Directors’ Asset/Liability Committee. This process is intended to ensure the maintenance of sufficient funds to meet our needs, including adequate cash flows for off-balance sheet commitments. Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and, to a lesser extent, broker deposits, Federal funds facilities and advances from the Federal Home Loan Bank of San Francisco.  We have available unsecured lines of credit with correspondent banks totaling approximately $110,000,000 and secured borrowing lines of approximately $277,130,000 with the Federal Home Loan Bank. These funding sources are augmented by collection of principal and interest on loans, the routine maturities and pay downs of securities from our investment securities portfolio, the stability of our core deposits, and the ability to sell investment securities.  Primary uses of funds include origination and purchases of loans, withdrawals of and interest payments on deposits, purchases of investment securities, and payment of operating expenses.

We had liquid assets (cash and due from banks, interest-earning deposits in other banks, Federal funds sold, equity securities, and available-for-sale securities) totaling $1,280,091,000 or 52.25% of total assets at December 31, 2021 and $788,004,000 or 39.32% of total assets as of December 31, 2020.

RESULTS OF OPERATIONS

Net Income

Net income was $28,401,000 in 2021 compared to $20,347,000 and $21,443,000 in 2020 and 2019, respectively.  Basic earnings per share was $2.32, $1.62, and $1.60 for 2021, 2020, and 2019, respectively.  Diluted earnings per share was $2.31, $1.62, and $1.59 for 2021, 2020, and 2019, respectively.  ROE was 11.50% for 2021 compared to 8.85% for 2020 and 9.39% for 2019.  ROA for 2021 was 1.25% compared to 1.11% for 2020 and 1.36% for 2019.

The increase in net income for 2021 compared to 2020 was driven by a reversal of provision for credit losses, an increase in net interest income, and an increase in interchange fees, partially offset by an increase in the provision for income taxes, an increase in non-interest expense, a decrease in net realized gains on sales and calls of investment securities, a decrease in loan placement fees, and a decrease in service charge income. The decrease in net income for 2020 compared to 2019 was primarily due to an increase in provision for credit losses, a decrease in net realized gains on sales and calls of investment securities, a decrease in service charge income, and an increase in non-interest expense, partially offset by an increase in net interest income, an increase in loan placement fees, and a decrease in the provision for income taxes.

Interest Income and Expense

Net interest income is the most significant component of our income from operations.  Net interest income (the interest rate spread) is the difference between the gross interest and fees earned on the loan and investment portfolios and the interest paid on deposits and other borrowings.  Net interest income depends on the volume of and interest rate earned on interest-earning assets and the volume of and interest rate paid on interest-bearing liabilities.

The following table sets forth a summary of average balances with corresponding interest income and interest expense as well as average yield and cost information for the periods presented.  Average balances are derived from daily balances, and nonaccrual loans are not included as interest-earning assets for purposes of this table.

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SCHEDULE OF AVERAGE BALANCES, AVERAGE YIELDS AND RATES

Year Ended December 31, 2021Year Ended December 31, 2020Year Ended December 31, 2019
(Dollars in thousands)Average BalanceInterest Income/ ExpenseAverage Interest RateAverage BalanceInterest Income/ ExpenseAverage Interest RateAverage BalanceInterest Income/ ExpenseAverage Interest Rate
ASSETS
Interest-earning deposits in other banks$104,710$1290.12%$76,924$2460.32%$17,893$3752.10%
Securities
Taxable securities678,09314,0442.07%479,89411,7402.45%438,04213,1973.01%
Non-taxable securities (1)238,8707,0962.97%66,2992,4893.75%38,5201,6394.25%
Total investment securities916,96321,1402.31%546,19314,2292.61%476,56214,8363.11%
Total securities and interest-earning deposits1,021,67321,2692.08%623,11714,4752.32%494,45515,2113.08%
Loans (2) (3)1,067,31654,0775.07%1,053,45052,0664.94%928,56051,4645.54%
Total interest-earning assets2,088,989$75,3463.61%1,676,567$66,5413.97%1,423,015$66,6754.69%
Allowance for credit losses(11,482)(12,242)(9,337)
Nonaccrual loans2,3372,2622,323
Cash and due from banks38,20227,57525,726
Bank premises and equipment8,4367,4767,983
Other assets141,133131,349124,379
Total average assets$2,267,615$1,832,987$1,574,089
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing liabilities:
Savings and NOW accounts$529,043$1820.03%$433,742$3410.08%$370,378$5660.15%
Money market accounts455,5756610.15%300,6035420.18%270,9186560.24%
Time certificates of deposit89,8751930.21%89,6105820.65%97,1367060.73%
Total interest-bearing deposits1,074,4931,0360.10%823,9551,4650.18%738,4321,9280.26%
Other borrowed funds9,8642662.70%5,1551302.52%21,9436312.88%
Total interest-bearing liabilities1,084,357$1,3020.12%829,110$1,5950.19%760,375$2,5590.34%
Non-interest bearing demand deposits900,083744,239557,348
Other liabilities36,31129,83128,014
Shareholders’ equity246,864229,807228,352
Total average liabilities and shareholders’ equity$2,267,615$1,832,987$1,574,089
Interest income and rate earned on average earning assets$75,3463.61%$66,5413.97%$66,6754.69%
Interest expense and interest cost related to average interest-bearing liabilities1,3020.12%1,5950.19%2,5590.34%
Net interest income and net interest margin (4)$74,0443.54%$64,9463.87%$64,1164.51%

(1)Interest income is calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling $1,490, $523, and $344 in 2021, 2020, and 2019, respectively.

(2)Loan interest income includes loan fees of $6,474 in 2021, $2,234 in 2020, and $164 in 2019.

(3)Average loans do not include nonaccrual loans.

(4)Net interest margin is computed by dividing net interest income by total average interest-earning assets.

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The following table sets forth a summary of the changes in interest income and interest expense due to changes in average asset and liability balances (volume) and changes in average interest rates for the periods indicated. The change in interest due to both rate and volume has been allocated to the change in rate.

Changes in Volume/RateFor the Years Ended December 31, 2021 Compared to 2020For the Years Ended December 31, 2020 Compared to 2019
(In thousands)VolumeRateNetVolumeRateNet
Increase (decrease) due to changes in:
Interest income:
Interest-earning deposits in other banks$88$(205)$(117)$1,237$(1,366)$(129)
Investment securities:
Taxable4,848(2,544)2,3041,260(2,717)(1,457)
Non-taxable (1)6,478(1,871)4,6071,181(331)850
Total investment securities11,326(4,415)6,9112,441(3,048)(607)
Loans6851,3262,0116,921(6,319)602
Total earning assets (1)12,099(3,294)8,80510,599(10,733)(134)
Interest expense:
Deposits:
Savings, NOW and MMA353(393)(40)167(506)(339)
Time certificate of deposits1(390)(389)(54)(70)(124)
Total interest-bearing deposits354(783)(429)113(576)(463)
Other borrowed funds11917136(483)(18)(501)
Total interest bearing liabilities473(766)(293)(370)(594)(964)
Net interest income (1)$11,626$(2,528)$9,098$10,969$(10,139)$830

(1) Computed on a tax equivalent basis for securities exempt from federal income taxes.

Interest and fee income from loans increased $2,011,000 or 3.86% in 2021 compared to 2020.  Interest and fee income from loans increased $602,000 or 1.17% in 2020 compared to 2019.  The increase in 2021 is primarily attributable to an increase in average total loans outstanding as well as an increase in the yield on loans of 13 basis points.

Average total loans for 2021 increased $13,941,000 to $1,069,653,000 compared to $1,055,712,000 for 2020 and $930,883,000 for 2019.  The yield on loans for 2021 was 5.07% compared to 4.94% and 5.54% for 2020 and 2019, respectively. The impact to interest income from the accretion of the loan marks on acquired loans was an increase of $802,000 and $1,321,000 for the years ended December 31, 2021 and 2020, respectively.

Interest income from total investments on a non tax-equivalent basis, (total investments include investment securities, Federal funds sold, interest-bearing deposits in other banks, and other securities), increased $5,827,000 or 41.76% in 2021 compared to 2020. The yield on average investments decreased 24 basis points to 2.08% for the year ended December 31, 2021 from 2.32% for the year ended December 31, 2020. Average total investments increased $398,556,000 to $1,021,673,000 in 2021 compared to $623,117,000 in 2020.  In 2020, total investment income on a non tax-equivalent basis decreased $915,000 or 6.15% compared to 2019.

Our investment portfolio consists primarily of securities issued by U.S. Government sponsored entities and agencies collateralized by mortgage backed obligations and obligations of states and political subdivision securities. However, a significant portion of the investment portfolio is mortgage-backed securities (MBS) and collateralized mortgage obligations (CMOs).  At December 31, 2021, we held $527,659,000 or 47.57% of the total market value of the investment portfolio in MBS and CMOs with an average yield of 2.08%.  We invest in CMOs and MBS as part of our overall strategy to increase our net interest margin.  CMOs and MBS by their nature are affected by prepayments which are impacted by changes in interest rates.  In a normal declining rate environment, prepayments from MBS and CMOs would be expected to increase and the expected life of the investment would be expected to shorten.  Conversely, if interest rates increase, prepayments normally would be expected to decline and the average life of the MBS and CMOs would be expected to extend.  However, in the current economic environment, prepayments may not behave according to historical norms. Premium amortization and discount accretion of these investments affects our net interest income.  Our management monitors the prepayment trends of these investments and adjusts premium amortization and discount accretion based on several factors.  These factors include the type of investment, the investment structure, interest rates, interest rates on new mortgage loans, expectation of interest rate changes, current economic conditions, the level of principal remaining on the bond, the bond coupon rate, the bond origination date, and volume of available bonds in market.  The calculation of premium amortization and discount accretion is by nature inexact, and represents management’s best estimate of principal pay downs inherent in the total investment portfolio.

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The cumulative net-of-tax effect of the change in market value of the available-for-sale investment portfolio as of December 31, 2021 was an unrealized gain of $7,632,000 and is reflected in the Company’s equity.  At December 31, 2021, the effective duration of the investment portfolio was 4.86 years and the market value reflected a pre-tax unrealized gain of $10,835,000.  Management reviews market value declines on individual investment securities to determine whether they represent other-than-temporary impairment (OTTI). For the years ended December 31, 2021, 2020, and 2019, no OTTI was recorded. Future deterioration in the market values of our investment securities may require the Company to recognize additional OTTI losses.

A component of the Company’s strategic plan has been to use its investment portfolio to offset, in part, its interest rate risk relating to variable rate loans.  Measured at December 31, 2021, an immediate rate increase of 200 basis points would result in an estimated decrease in the market value of the investment portfolio by approximately $117,000,000.  Conversely, with an immediate rate decrease of 200 basis points, the estimated increase in the market value of the investment portfolio would be $123,000,000.  The modeling environment assumes management would take no action during an immediate shock of 200 basis points.  However, the Company uses those increments to measure its interest rate risk in accordance with regulatory requirements and to measure the possible future risk in the investment portfolio.  For further discussion of the Company’s market risk, refer to Quantitative and Qualitative Disclosures about Market Risk.

Management’s review of all investments before purchase includes an analysis of how the security will perform under several interest rate scenarios to monitor whether investments are consistent with our investment policy.  The policy addresses issues of average life, duration, and concentration guidelines, prohibited investments, impairment, and prohibited practices.

Total interest income in 2021 increased $7,838,000 to $73,856,000 compared to $66,018,000 in 2020 and $66,331,000 in 2019, respectively.  The increase in 2021 was the result of yield changes and asset mix changes.  The tax-equivalent yield on interest earning assets decreased to 3.61% for the year ended December 31, 2021 from 3.97% for the year ended December 31, 2020.  Average interest earning assets increased to $2,088,989,000 for the year ended December 31, 2021 compared to $1,676,567,000 for the year ended December 31, 2020.  Average interest-earning deposits in other banks increased $27,786,000 in 2021 compared to 2020.  Average yield on these deposits was 0.12% compared to 0.32% on December 31, 2021 and December 31, 2020 respectively.  Average investments and interest-earning deposits increased $398,556,000 but the tax equivalent yield on those assets decreased 24 basis points.  Average total loans increased $13,941,000 and the yield on average loans increased 13 basis points.

The decrease in total interest income for 2020 was the result of yield changes, decrease in interest rates, and asset mix changes. The tax-equivalent yield on interest-earning assets increased to 3.97% for the year ended December 31, 2020 from 4.69% for the year ended December 31, 2019.  Average interest-earning assets increased to $1,676,567,000 for the year ended December 31, 2020 compared to $1,423,015,000 for the year ended December 31, 2019.  Average total loans increased and the yield on average loans decreased 60 basis points.

Interest expense on deposits in 2021 decreased $429,000 or 29.28% to $1,036,000 compared to $1,465,000 in 2020 and decreased $892,000 as compared to 2019.  The yield on interest-bearing deposits decreased 8 basis points to 0.10% in 2021 from 0.18% in 2020.  The yield on interest-bearing deposits decreased 8 basis points to 0.18% in 2020 from 0.26% in 2019.  Average interest-bearing deposits were $1,074,493,000 for 2021 compared to $823,955,000 and $738,432,000 for 2020 and 2019, respectively.

Average other borrowings were $9,864,000 with an effective rate of 2.70% for 2021 compared to $5,155,000 with an effective rate of 2.52% for 2020.  In 2019, the average other borrowings were $21,943,000 with an effective rate of 2.88%.  Included in other borrowings are the junior subordinated deferrable interest debentures acquired from Service 1st, subordinated debt, advances on lines of credit, advances from the Federal Home Loan Bank (FHLB), and overnight borrowings.  The junior subordinated debentures carry a floating rate based on the three month LIBOR plus a margin of 1.60%. The rate was 1.73% for 2021, 1.84% for 2020, and 3.59% for 2019. The subordinated debt, issued in 2021, bears a fixed interest rate of 3.125% per year.

The cost of all interest-bearing liabilities was 0.12% and 0.19% basis points for 2021 and 2020, respectively, compared to 0.34% for 2019.  The cost of total deposits decreased to 0.05% for the year ended December 31, 2021, compared to 0.09% and 0.15% for the years ended December 31, 2020 and 2019, respectively.  Average demand deposits increased 20.94% to $900,083,000 in 2021 compared to $744,239,000 for 2020 and $557,348,000 for 2019. The ratio of average non-interest demand deposits to average total deposits increased to 45.58% for 2021 compared to 47.46% and 43.01% for 2020 and 2019, respectively.

Net Interest Income before Provision for Credit Losses

Net interest income before provision for credit losses for 2021 increased $8,131,000 or 12.62% to $72,554,000 compared to $64,423,000 for 2020 and $63,772,000 for 2019.  The increase in 2021 was a result of yield changes, asset mix changes, and an increase in average earning assets, offset by an increase in average interest bearing liabilities. Our net interest margin (NIM) decreased 33 basis points. Yield on interest earning assets decreased 36 basis points.  The decrease in net interest margin in the period-to-period comparison resulted primarily from the decrease in the effective yield on interest earning deposits in other banks and Federal Funds sold, the decrease in the effective yield on average investment securities, offset by

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the increase in the yield on the Company’s loan portfolio.  Net interest income before provision for credit losses increased $651,000 in 2020 compared to 2019, primarily due to the increase in average earning assets, yield changes, asset mix changes, offset by an increase in average interest bearing liabilities. Average interest-earning assets were $2,088,989,000 for the year ended December 31, 2021 with a NIM of 3.54% compared to $1,676,567,000 with a NIM of 3.87% in 2020, and $1,423,015,000 with a NIM of 4.51% in 2019.  For a discussion of the repricing of our assets and liabilities, refer to Quantitative and Qualitative Disclosure about Market Risk.

Provision for Credit Losses

We provide for probable incurred credit losses through a charge to operating income based upon the composition of the loan portfolio, delinquency levels, historical losses, and nonperforming assets, economic and environmental conditions and other factors which, in management’s judgment, deserve recognition in estimating credit losses. Credit risk is inherent in the business of making loans. Credit risk is inherent in the business of making loans. The Company establishes an allowance for credit losses on loans through charges to earnings, which are presented in the statements of income as the provision for credit losses on loans. Specifically identifiable and quantifiable known losses are promptly charged off against the allowance. Loans are charged off when they are considered uncollectible or when continuance as an active earning bank asset is not warranted.

The provision for credit losses on loans is determined by conducting a quarterly evaluation of the adequacy of the Company’s allowance for credit losses on loans and charging the shortfall or excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to the Company’s earnings. The provision for credit losses on loans and level of allowance for each period are dependent upon many factors, including loan growth, net charge offs, changes in the composition of the loan portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in the Company’s market area.

The establishment of an adequate credit allowance is based on an allowance model that utilizes qualitative and quantitative factors, historical losses, loan level risk ratings and portfolio management tools.  The Board of Directors has established initial responsibility for the accuracy of credit risk ratings with the individual credit officer and oversight from Credit Administration who ensures the accuracy of the risk ratings. Quarterly, the credit officers must certify the current risk ratings of the loans in their portfolio. Credit Administration reviews the certifications and reports to the Board of Directors Audit/Compliance Committee. At least annually the loan portfolio, including risk ratings, is reviewed by a third party credit reviewer. Regulatory agencies also review the loan portfolio on a periodic basis. See “Allowance for Credit Losses” for more information on the Company’s Allowance for Loan Loss.

During the year ended December 31, 2021, the Company recorded a reversal of provision for credit losses of $4,300,000 compared to a provision of $3,275,000 and $1,025,000 for the same periods in 2020 and 2019, respectively. The recorded provisions to the allowance for credit losses are primarily the result of our assessment of the overall adequacy of the allowance for credit losses considering a number of factors as discussed in the “Allowance for Credit Losses” section.

During the years ended December 31, 2021, 2020 and 2019 the Company had net charge-offs (recoveries) totaling $(985,000), $(510,000), and $999,000, respectively. The net charge-off (recovery) ratio, which reflects net charge-offs (recoveries) to average loans, was (0.09)%, (0.05)% and 0.11% for 2021, 2020, and 2019, respectively.

Economic pressures may negatively impact the financial condition of borrowers to whom the Company has extended credit and as a result, when negative economic conditions are anticipated, we may be required to make significant provisions to the allowance for credit losses. The Bank conducts banking operations principally in California’s Central Valley. The Central Valley is largely dependent on agriculture. The agricultural economy in the Central Valley is therefore important to our business, financial performance and results of operations. We are also dependent in a large part upon the business activity, population growth, income levels and real estate activity in this market area. A downturn in agriculture and the agricultural related businesses could have a material adverse effect our business, results of operations and financial condition. The agricultural industry has been affected by declines in prices and the changes in yields on various crops and other agricultural commodities. Similarly, weaker prices could reduce the cash flows generated by farms and the value of agricultural land in our local markets and thereby increase the risk of default by our borrowers or reduce the foreclosure value of agricultural land and equipment that serve as collateral for our loans. Further declines in commodity prices or collateral values may increase the incidence of default by our borrowers. Moreover, weaker prices might threaten farming operations in the Central Valley, reducing market demand for agricultural lending. In particular, farm income has seen recent declines, and in line with the downturn in farm income, farmland prices are coming under pressure.

We have been and will continue to be proactive in looking for signs of deterioration within the loan portfolio in an effort to manage credit quality and work with borrowers where possible to mitigate losses. As of December 31, 2021, there were $8.5 million in classified loans of which $2.6 million related to commercial and industrial loans, $3.6 million to real estate owner occupied, and $2.4 million to agricultural production. This compares to $36.1 million in classified loans as of December 31, 2020 of which $1.2 million related to agricultural real estate, $3.2 million to real estate construction, $10.4 million to commercial and industrial, $3.3 million to agricultural production, $9.6 million to commercial real estate, and $7.3 million to real estate owner occupied.

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As of December 31, 2021, we believe, based on all current and available information, the allowance for credit losses is adequate to absorb probable incurred losses within the loan portfolio; however, no assurance can be given that we may not sustain charge-offs which are in excess of the allowance in any given period.  Refer to “Allowance for Credit Losses” below for further information.

Net Interest Income after Provision for Credit Losses

Net interest income, after the provision for credit losses was $76,854,000 for 2021 compared to $61,148,000 and $62,747,000 for 2020 and 2019, respectively.

Non-Interest Income

Non-interest income is comprised of customer service charges, gains on sales and calls of investment securities, income from appreciation in cash surrender value of bank owned life insurance, loan placement fees, Federal Home Loan Bank dividends, and other income.  Non-interest income was $9,005,000 in 2021 compared to $13,797,000 and $13,305,000 in 2020 and 2019, respectively. The $4,792,000 or 34.73% decrease in non-interest income in 2021 was driven by a decrease of $3,751,000 in net realized gains on sales and calls of investment securities, a decrease of $1,118,000 in other income, a decrease in service charge income of $170,000, and a decrease in loan placement fees of $317,000, partially offset by an increase in interchange fees of $437,000 and an increase in appreciation in cash surrender value of bank-owned life insurance of $129,000. Other income for the year ended December 31, 2020 included a $1,167,000 gain related to the collection of tax-exempt life insurance proceeds. The 492,000 or 3.70% increase in non-interest income in 2020 resulted primarily from an increase in loan placement fees, and an increase in other income, partially offset by a decrease in net realized gains on sales and calls of investment securities, a decrease in service charge income, and a decrease in FHLB dividends compared to 2019.

Customer service charges decreased $170,000 to $1,901,000 in 2021 compared to $2,071,000 in 2020 and $2,756,000 in 2019.  The decreases in 2021 and 2020 resulted from decreases in our NSF fees and lower analysis service charge income.

During the year ended December 31, 2021, we realized net gains on sales and calls of investment securities of $501,000, compared to $4,252,000 in 2020 and $5,199,000 in 2019. The net gains in 2021, 2020, and 2019 were the results of partial restructuring of the investment portfolio designed to improve the future performance of the portfolio.  See Note 3 to the audited Consolidated Financial Statements for more detail.

Income from the appreciation in cash surrender value of bank owned life insurance (BOLI) totaled $840,000 in 2021 compared to $711,000 and $728,000 in 2020 and 2019, respectively.  The Bank’s salary continuation and deferred compensation plans and the related BOLI are used as retention tools for directors and key executives of the Bank.

Interchange fees totaled $1,784,000 in 2021 compared to $1,347,000 and $1,446,000 in 2020 and 2019, respectively.

We earn loan placement fees from the brokerage of single-family residential mortgage loans provided for the convenience of our customers.  Loan placement fees decreased $317,000 in 2021 to $1,974,000 compared to $2,291,000 in 2020 and $978,000 in 2019.

The Bank holds stock from the Federal Home Loan Bank in relationship with its borrowing capacity and generally receives quarterly dividends.  As of December 31, 2021 and 2020, we held FHLB stock totaling $5,595,000.  Dividends in 2021 decreased to $321,000 compared to $323,000 in 2020 and $455,000 in 2019.

Other income decreased to $1,684,000 in 2021 compared to $2,802,000 and $1,743,000 in 2020 and 2019, respectively. Other income for the year ended December 31, 2020 included a $1,167,000 gain related to the collection of tax-exempt life insurance proceeds.

Non-Interest Expenses

Salaries and employee benefits, occupancy and equipment, regulatory assessments, acquisition and integration-related expenses, data processing expenses, ATM/Debit card expenses, license and maintenance contract expenses, information technology, and professional services (consisting of audit, accounting, consulting and legal fees) are the major categories of non-interest expenses.  Non-interest expenses increased $158,000 or 0.33% to $47,842,000 in 2021 compared to $47,684,000 in 2020, and $46,100,000 in 2019.

Our efficiency ratio, measured as the percentage of non-interest expenses (exclusive of amortization of core deposit intangibles, other real estate owned, and repossessed asset expenses) to net interest income before provision for credit losses plus non-interest income (exclusive of realized gains or losses on sale and calls of investments) was 57.16% for 2021 compared to 64.08% for 2020 and 62.77% for 2019. The improvement in the efficiency ratio in 2021 and 2020 was due to the growth in non-interest income outpacing the increase in non-interest expense.

Salaries and employee benefits increased $117,000 or 0.41% to $28,720,000 in 2021 compared to $28,603,000 in 2020 and $26,654,000 in 2019.  Full time equivalents were 256 for the year ended December 31, 2021 compared to 273 for the year ended December 31, 2020. The increase in salaries and employee benefits in 2021 compared to 2020 was the result of an increase of approximately $535,000 in salaries and benefits and lower loan origination costs of approximately $878,000, offset

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by a decrease of $1,296,000 for directors’ and officers’ expenses related to the change in the discount rate used to calculate the liability for salary continuation, deferred compensation, and split-dollar plans.

For the years ended December 31, 2021, 2020, and 2019, the compensation cost recognized for equity-based compensation was $405,000, $470,000 and $555,000, respectively. As of December 31, 2021, there was $273,000 of total unrecognized compensation cost related to non-vested equity-based compensation arrangements granted under all plans.  The cost is expected to be recognized over a weighted average period of 1.55 years.  See Notes 1 and 14 to the audited Consolidated Financial Statements for more detail. No options to purchase shares of the Company’s common stock were issued during the years ending December 31, 2021 and 2020. Restricted common stock awards of 31,496 and 21,397 shares were awarded in 2021 and 2020, respectively.

Occupancy and equipment expense increased $256,000 or 5.53% to $4,882,000 in 2021 compared to $4,626,000 in 2020 and $5,439,000 in 2019. The Company made no changes in its depreciation expense methodology. The Company operated 20 full-service offices at December 31,2021 and at December 31, 2020.

Regulatory assessments were $831,000 in 2021 compared to $490,000 and $251,000 in 2020 and 2019, respectively.  The assessment base for calculating the amount owed is based on the formula of average assets minus average tangible equity. The 2019 lower assessments were the result of the Company receiving its small business bank credit.

Information technology expense increased $477,000 to $2,868,000 for the year ended December 31, 2021 compared to $2,391,000 and $2,611,000 in 2020 and 2019, respectively. Data processing expenses were $2,394,000 in 2021 compared to $2,046,000 in 2020 and $1,557,000 in 2019. Professional services decreased $733,000 in 2021 compared to 2020 due to lower legal expenses and consulting fees.

Amortization of core deposit intangibles was $661,000 for 2021, $695,000 for 2020, and $695,000 for 2019. During 2021, amortization expense related to FLB core deposit intangibles (“CDI”) was $423,000, amortization expense related to SVB CDI was $101,000, and amortization expense related to Visalia Community Bank (“VCB”) CDI was $137,000. During 2020, amortization expense related to FLB CDI was $423,000, amortization expense related to SVB CDI was $135,000, and amortization expense related to VCB CDI was $137,000. During 2019, amortization expense related to FLB CDI was $423,000, amortization expense related to SVB CDI was $135,000, and amortization expense related to VCB CDI was $137,00.

ATM/Debit card expenses decreased $1,000 to $818,000 for the year ended December 31, 2021 compared to $819,000 in 2020 and $920,000 in 2019. Other non-interest expenses decreased $46,000 or 1.25% to $3,734,000 in 2021 compared to $3,688,000 in 2020 and $4,386,000 in 2019.

The following table describes significant components of other non-interest expense as a percentage of average assets.

For the years ended December 31, (Dollars in thousands)Other Expense 2021% Average AssetsOther Expense 2020% Average AssetsOther Expense 2019% Average Assets
Stationery/supplies$1500.01%$2280.01%$2400.02%
Amortization of software82%1230.01%3500.02%
Telephone2240.01%1930.01%3420.02%
Alarm1310.01%1150.01%1000.01%
Postage2020.01%1910.01%2180.01%
Armored courier fees2550.01%2800.02%2840.02%
Risk management expense94%1490.01%2320.01%
Donations1970.01%1520.01%2120.01%
Personnel other3740.02%1610.01%1770.01%
Credit card expense%%1140.01%
Education/training1980.01%1560.01%1550.01%
Loan related expenses1330.01%58%52%
General insurance2020.01%1710.01%1650.01%
Travel and mileage expense103%1270.01%2560.02%
Operating losses1470.01%1420.01%1020.01%
Shareholder services107%1090.01%1010.01%
Other1,1350.05%1,3330.08%1,2860.08%
Total other non-interest expense$3,7340.16%$3,6880.22%$4,3860.28%

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Provision for Income Taxes

Our effective income tax rate was 25.3% for 2021 compared to 25.4% for 2020 and 28.4% for 2019.  The Company reported an income tax provision of $9,616,000, $6,914,000, and $8,509,000 for the years ended December 31, 2021, 2020, and 2019, respectively.

Some items of income and expense are recognized in different years for tax purposes than when applying generally accepted accounting principles leading to timing differences between the Company’s actual tax liability, and the amount accrued for this liability based on book income. These temporary differences comprise the “deferred” portion of the Company’s tax expense or benefit, which is accumulated on the Company’s books as a deferred tax asset or deferred tax liability until such time as they reverse.

Realization of the Company’s deferred tax assets is primarily dependent upon the Company generating sufficient future taxable income to obtain benefit from the reversal of net deductible temporary differences and the utilization of tax credit carryforwards and the net operating loss carryforwards for Federal and California state income tax purposes. The amount of deferred tax assets considered realizable is subject to adjustment in future periods based on estimates of future taxable income. Under generally accepted accounting principles, a valuation allowance is required to be recognized if it is “more likely than not” that the deferred tax assets will not be realized. The determination of the realization of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, including forecasts of future income, cumulative losses, applicable tax-planning strategies, and assessments of current and future economic and business conditions.

The Company had the net deferred tax assets of $6.31 million and $4.74 million at December 31, 2021 and 2020, respectively. After consideration of the matters in the preceding paragraph, the Company determined that it is more likely than not that the net deferred tax assets at December 31, 2021 and 2020 will be fully realized in future years.

FINANCIAL CONDITION

Summary of Changes in Consolidated Balance Sheets

Total assets were $2,450,139,000 as of December 31, 2021, compared to $2,004,096,000 as of December 31, 2020, an increase of 22.26% or $446,043,000.  Total gross loans were $1,039,111,000 as of December 31, 2021, compared to $1,102,347,000 as of December 31, 2020, a decrease of $63,236,000 or 5.74%.  The total investment portfolio (including Federal funds sold and interest-earning deposits in other banks) increased 65.91% or $496,850,000 to $1,250,679,000.  Total deposits increased 23.22% or $400,087,000 to $2,122,797,000 as of December 31, 2021, compared to $1,722,710,000 as of December 31, 2020.  Shareholders’ equity increased $2,824,000 or 1.15% to $247,845,000 as of December 31, 2021, compared to $245,021,000 as of December 31, 2020. The increase in shareholders’ equity was driven by the retention of earnings, net of dividends paid, the decrease in net unrealized gains on available-for-sale (AFS) securities recorded, net of estimated taxes, in accumulated other comprehensive income (AOCI), and share repurchases. Accrued interest payable and other liabilities were $40,043,000 as of December 31, 2021, compared to $31,210,000 as of December 31, 2020, an increase of $8,833,000.

Fair Value

The Company measures the fair value of its financial instruments utilizing a hierarchical framework associated with the level of observable pricing scenarios utilized in measuring financial instruments at fair value.  The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of the observable pricing scenario.  Financial instruments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of observable pricing and a lesser degree of judgment utilized in measuring fair value.  Conversely, financial instruments rarely traded or not quoted will generally have little or no observable pricing and a higher degree of judgment utilized in measuring fair value.  Observable pricing scenarios are impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction.

See Note 2 of the Notes to Consolidated Financial Statements for additional information about the level of pricing transparency associated with financial instruments carried at fair value.

Investments

The following table reflects the balances for each category of securities at year end:

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Available-for-Sale SecuritiesAmortized Cost at December 31,
(In thousands)202120202019
Treasuries$9,988$$
U.S. Government agencies37365114,740
Obligations of states and political subdivisions512,952361,73489,574
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations213,471214,203198,125
Private label mortgage and asset backed securities317,08982,413155,308
Corporate debt securities44,50030,0009,000
Total Available-for-Sale Securities$1,098,373$689,001$466,747

Our investment portfolio consists primarily of U.S. Government sponsored entities and agencies collateralized by mortgage backed obligations and obligations of states and political subdivision securities and are classified at the date of acquisition as available-for-sale or held-to-maturity.  As of December 31, 2021, investment securities with a fair value of $260,325,000, or 23.47% of our investment securities portfolio, were held as collateral for public funds, short and long-term borrowings, treasury, tax, and for other purposes.  Our investment policies are established by the Board of Directors and implemented by our Investment/Asset Liability Committee.  They are designed primarily to provide and maintain liquidity, to enable us to meet our pledging requirements for public money and borrowing arrangements, to generate a favorable return on investments without incurring undue interest rate and credit risk, and to complement our lending activities.

Our investment portfolio as a percentage of total assets is generally higher than our peers due primarily to our comparatively low loan-to-deposit ratio.  Our loan-to-deposit ratio at December 31, 2021 was 48.95% compared to 63.99% at December 31, 2020.  The loan to deposit ratio of our peers was 71.00% at December 31, 2021.  Peer group information from S&P Global Market Intelligence data includes bank holding companies in central California with assets from $1 billion to $3.5 billion. The total investment portfolio, including Federal funds sold and interest-earning deposits in other banks, increased 65.91% or $496,850,000 to $1,250,679,000 at December 31, 2021, from $753,829,000 at December 31, 2020.  The market value of the portfolio reflected an unrealized gain of $10,835,000 at December 31, 2021, compared to an unrealized gain of $21,091,000 at December 31, 2020.

Losses recognized in 2021, 2020, and 2019 were incurred in order to reposition the investment securities portfolio based on the current rate environment.  As market interest rates or risks associated with a security’s issuer continue to change and impact the actual or perceived values of investment securities, the Company may determine that selling these securities and using proceeds to purchase securities that fit with the Company’s current risk profile is appropriate and beneficial to the Company.

The Board and management have had periodic discussions about our strategy for risk management in dealing with potential losses should interest rates begin to rise. We have been managing the portfolio with an objective of optimizing risk and return in various interest rate scenarios. We do not attempt to predict future interest rates, but we analyze the cash flows of our investment portfolio in different interest rate scenarios in connection with the rest of our balance sheet to design an investment portfolio that optimizes performance.

The Company periodically evaluates each investment security for other-than-temporary impairment, relying primarily on industry analyst reports, observation of market conditions and interest rate fluctuations. The portion of the impairment that is attributable to a shortage in the present value of expected future cash flows relative to the amortized cost should be recorded as a current period charge to earnings. The discount rate in this analysis is the original yield expected at time of purchase.

As of December 31, 2021, the Company performed an analysis of the investment portfolio to determine whether any of the investments held in the portfolio had an other-than-temporary impairment (OTTI). The Company evaluated all individual available-for-sale investment securities with an unrealized loss at December 31, 2021 and identified those that had an unrealized loss for at least a consecutive 12 month period, which had an unrealized loss at December 31, 2021 greater than 10% of the recorded book value on that date, or which had an unrealized loss of more than $75,000.  The Company also analyzed any securities that may have been downgraded by credit rating agencies.

For those bonds that met the evaluation criteria, management obtained and reviewed the most recently published national credit ratings for those bonds.  For those bonds that were obligations of states and political subdivisions with an investment grade rating by the rating agencies, management also evaluated the financial condition of the municipality and any applicable municipal bond insurance provider and concluded that no credit related impairment existed. There were no OTTI losses recorded during the twelve months ended December 31, 2021, 2020, or 2019.

The amortized cost, maturities and weighted average yield of investment securities at December 31, 2021 are summarized in the following table.

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(Dollars in thousands)In one year or lessAfter one through five yearsAfter five through ten yearsAfter ten yearsTotal
Available-for-Sale SecuritiesAmountYield(1)AmountYield(1)AmountYield(1)AmountYield(1)AmountYield(1)
Debt securities(1)
U.S. Treasury securities$$$9,9881.25%$$9,9881.25%
U.S. Government agencies3734.25%3734.25%
Obligations of states and political subdivisions (2)3,690%89,6272.72%419,6353.79%512,9523.57%
U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations54.80%165.99%6,0561.44%207,3942.32%213,4712.26%
Private label residential mortgage and asset backed securities474.75%41,8903.70%28,1551.31%246,9972.34%317,0892.43%
Corporate debt securities44,5004.44%44,5004.44%
$524.85%$45,5963.40%$178,3262.81%$874,3993.03%$1,098,3733.01%

(1)Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.  Expected maturities will also differ from contractual maturities due to unscheduled principal pay downs.

(2)Not computed on a tax equivalent basis.

Loans

Total gross loans decreased $63,236,000 or 5.74% to $1,039,111,000 as of December 31, 2021, compared to $1,102,347,000 as of December 31, 2020.

The following table sets forth information concerning the composition of our loan portfolio as of December 31, 2021, 2020, 2019, 2018, and 2017.

20212020201920182017
Loan Type (Dollars in thousands)Amount% of Total LoansAmount% of Total LoansAmount% of Total LoansAmount% of Total LoansAmount% of Total Loans
Commercial:
Commercial and industrial$136,84713.2%$273,99424.9%$102,54110.9%$101,53311.1%$100,85611.2%
Agricultural production40,8603.9%21,9712.0%23,1592.6%7,9980.9%14,9561.7%
Total commercial177,70717.1%295,96526.9%125,70013.5%109,53112.0%115,81212.9%
Real estate:
Owner occupied212,23420.4%208,84318.9%197,94621.0%183,16919.9%204,45222.7%
Real estate-construction and other land loans61,5865.9%55,4195.0%73,7187.8%101,60611.1%96,46010.7%
Commercial real estate369,52935.6%338,88630.7%329,33334.9%305,11833.2%269,25429.9%
Agricultural real estate98,4819.5%84,2587.6%76,3048.1%76,8848.4%76,0818.4%
Other real estate26,0842.5%28,7182.6%31,2413.3%32,7993.6%31,2203.5%
Total real estate767,91473.9%716,12464.8%708,54275.1%699,57676.2%677,46775.2%
Consumer:
Equity loans and lines of credit55,6205.4%55,6345.0%64,8416.9%69,9587.6%76,4048.5%
Consumer and installment36,9993.6%37,2363.3%42,7824.5%38,0384.2%29,6373.4%
Total consumer92,6199.0%92,8708.3%107,62311.4%107,99611.8%106,04111.9%
Deferred loan (fees) costs, net871(2,612)1,5151,5921,359
Total gross loans (1)1,039,111100.0%1,102,347100.0%943,380100.0%918,695100.0%900,679100.0%
Allowance for credit losses(9,600)(12,915)(9,130)(9,104)(8,778)
Total loans (1)$1,029,511$1,089,432$934,250$909,591$891,901
(1) Includes nonaccrual loans of:$946$3,278$1,693$2,740$2,875

At December 31, 2021, loans acquired in the FLB, SVB and VCB acquisitions had a balance of $93,201,000, of which $2,111,000 were commercial loans, $83,128,000 were real estate loans, and $7,962,000 were consumer loans, and at December 31, 2020, the acquired loans had a balance of $127,186,000, of which $2,529,000 were commercial loans, $110,616,000 were real estate loans, and $14,041,000 were consumer loans.

At December 31, 2021, in management’s judgment, a concentration of loans existed in commercial loans and real-estate-related loans, representing approximately 96.4% of total loans of which 17.1% were commercial and 79.3% were real-estate-related.  This level of concentration is consistent with 96.7% at December 31, 2020.  Although we believe the loans

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within this concentration have no more than the normal risk of collectability, a substantial decline in the performance of the economy in general or a decline in real estate values in our primary market areas, in particular, could have an adverse impact on collectability, increase the level of real estate-related nonperforming loans, or have other adverse effects which alone or in the aggregate could have a material adverse effect on our business, financial condition, results of operations and cash flows.  The Company was not involved in any sub-prime mortgage lending activities during the years ended December 31, 2021 and 2020.

We believe that our commercial real estate loan underwriting policies and practices result in prudent extensions of credit, but recognize that our lending activities result in relatively high reported commercial real estate lending levels.  Commercial real estate loans include certain loans which represent low to moderate risk and certain loans with higher risks. Contributing to the commercial and industrial loan growth in 2020 was the issuance of PPP loans. As of December 31, 2021, gross loans included $18,553,000 in PPP loans which are fully guaranteed by the SBA as compared to $192,916,000.00 as of December 31, 2020.

The Board of Directors review and approve concentration limits and exceptions to limitations of concentration are reported to the Board of Directors at least quarterly.

Loan Maturities

The following table presents information concerning loan maturities and sensitivity to changes in interest rates of the indicated categories of our loan portfolio, as well as loans in those categories maturing after one year that have fixed or floating interest rates at December 31, 2021.

(In thousands) (net of deferred costs)One Year or LessAfter One Through Five YearsAfter Five YearsTotal
Loan Maturities:
Commercial and agricultural$87,847$63,086$26,774$177,707
Real estate construction and other land loans52,1395,4364,01161,586
Other real estate45,556160,129500,643706,328
Consumer and installment5,98313,96772,66992,619
$191,525$242,618$604,097$1,038,240
Sensitivity to Changes in Interest Rates:
Loans with fixed interest rates$67,138$149,904$137,841$354,883
Loans with floating interest rates (1)124,38792,432466,538683,357
$191,525$242,336$604,379$1,038,240
(1) Includes floating rate loans which are currently at their floor rate in accordance with their respective loan agreement$62,044$78,461$406,836$547,341

Nonperforming Assets

Nonperforming assets consist of nonperforming loans, other real estate owned (OREO), and repossessed assets. Nonperforming loans are those loans which have (i) been placed on nonaccrual status; (ii) been classified as doubtful under our asset classification system; or (iii) become contractually past due 90 days or more with respect to principal or interest and have not been restructured or otherwise placed on nonaccrual status. A loan is classified as nonaccrual when 1) it is maintained on a cost recovery method because of deterioration in the financial condition of the borrower; 2) payment in full of principal or interest under the original contractual terms is not expected; or 3) principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection. We measure all loans placed on nonaccrual status for impairment based on the fair value of the underlying collateral or the net present value of the expected cash flows.

Our consolidated financial statements are prepared on the accrual basis of accounting, including the recognition of interest income on loans.  Interest income from nonaccrual loans is recorded only if collection of principal in full is not in doubt and when cash payments, if any, are received.

Loans are placed on nonaccrual status and any accrued but unpaid interest income is reversed and charged against income when the payment of interest or principal is 90 days or more past due.  Loans in the nonaccrual category are treated as nonaccrual loans even though we may ultimately recover all or a portion of the interest due.  These loans return to accrual status when the loan becomes contractually current, future collectability of amounts due is reasonably assured, and a minimum of six months of satisfactory principal repayment performance has occurred.  See Note 4 of the Company’s audited Consolidated Financial Statements in Item 8 of this Annual Report.

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At December 31, 2021, total nonperforming assets totaled $946,000, or 0.04% of total assets, compared to $3,278,000, or 0.16% of total assets at December 31, 2020.  Nonperforming assets totaled 0.09% of gross loans as of December 31, 2021 and 0.30% of gross loans as of December 31, 2020. Total nonperforming assets at December 31, 2021, included nonaccrual loans totaling $946,000, no OREO, and no repossessed assets. Nonperforming assets at December 31, 2020 consisted of $3,278,000 in nonaccrual loans, no OREO, and no repossessed assets. At December 31, 2021 and December 31, 2020, we had no loans considered a troubled debt restructuring (“TDR”) included in nonaccrual loans. See Note 4 of the Company’s audited Consolidated Financial Statements in Item 8 of this Annual Report concerning our recorded investment in loans for which impairment has been recognized.

A summary of nonaccrual, restructured, and past due loans at December 31, 2021, 2020, 2019, 2018, and 2017 is set forth below.  The Company had no loans past due more than 90 days and still accruing interest at December 31, 2021 and 2020.  Management is not aware of any potential problem loans, which were current and accruing at December 31, 2021, where serious doubt exists as to the ability of the borrower to comply with the present repayment terms.  Management can give no assurance that nonaccrual and other nonperforming loans will not increase in the future.

Composition of Nonaccrual, Past Due and Restructured Loans

(As of December 31, Dollars in thousands)20212020201920182017
Nonaccrual Loans:
Commercial and industrial$312$752$187$298$356
Agricultural production634
Owner occupied real estate370416215
Real estate construction and other land loans1,5561,4391,397
Agricultural real estate321
Commercial real estate512381418976
Equity loans and line of credit6632087
Consumer and installment88
Restructured loans (non-accruing):
Equity loans and line of credit3225059
Total nonaccrual9463,2781,6932,7402,875
Accruing loans past due 90 days or more
Total nonperforming loans$946$3,278$1,693$2,740$2,875
Interest foregone$99$177$85$267$210
Nonperforming loans to total loans0.09%0.30%0.18%0.30%0.32%
Accruing loans past due 90 days or more$$$$$
Accruing troubled debt restructurings$7,640$7,908$2,040$3,170$3,491
Ratio of nonperforming loans to allowance for credit losses9.85%25.38%18.54%30.10%32.75%
Loans considered to be impaired$8,586$11,186$3,734$5,909$6,366
Related allowance for credit losses on impaired loans$649$631$40$90$36

As of December 31, 2021 and 2020, we had impaired loans totaling $8,586,000 and $11,186,000, respectively.  We measure our impaired loans by using the fair value of the collateral if the loan is collateral dependent and the present value of the expected future cash flows discounted at the loan’s original contractual interest rate if the loan is not collateral dependent.  Impaired loans are identified from internal credit review reports, past due reports, overdraft listings, and third party reports of examination.  Borrowers experiencing problems such as operating losses, marginal working capital, inadequate cash flow or business interruptions which jeopardize collection of the loan are also reviewed for possible impairment classification.  A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the original agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment

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shortfalls on case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Loans determined to be impaired are individually evaluated for impairment. When a loan is impaired, the Company measures impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, it may measure impairment based on a loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent.  A loan is collateral dependent if the repayment of the loan is expected to be provided solely by the underlying collateral.  For collateral dependent loans secured by real estate, we obtain external appraisals which are updated periodically, but generally no less than annually to determine the fair value of the collateral, and we record an immediate charge-off for the difference between the book value of the loan and the net realizable value, which is generally defined as appraised value less costs to dispose of the collateral.  We perform quarterly internal reviews on all criticized and classified loans.

We place loans on nonaccrual status and classify them as impaired when it becomes probable that we will not receive the full amount of interest and principal under the original contractual terms, or when loans are delinquent 90 days or more, unless the loan is both well secured and in the process of collection.  Management maintains certain loans that have been brought current by the borrower (less than 30 days delinquent) on nonaccrual status until such time as management has determined that the loans are likely to remain current in future periods.  Foregone interest on nonaccrual loans totaled $99,000 for the year ended December 31, 2021 of which none was attributable to troubled debt restructurings. Foregone interest on nonaccrual loans totaled $177,000 for the year ended December 31, 2020 of which none was attributable to troubled debt restructurings. Foregone interest on nonaccrual loans totaled $85,000 for the year ended December 31, 2019, of which none was attributable to troubled debt restructurings.

The following table provides a reconciliation of the change in non-accrual loans for the year ended December 31, 2021.

(In thousands)Balances December 31, 2020Additions to Nonaccrual LoansNet Pay DownsTransfer to Foreclosed CollateralReturns to Accrual StatusCharge-OffsBalances December 31, 2021
Non-accrual loans:
Commercial and industrial$752$$(385)$$(55)$$312
Agricultural real estate2,141(1,507)634
Real estate88217(249)(650)
Real estate construction and other land loans1,556(1,531)(25)
Consumer88(2)(86)
Total non-accrual$3,278$2,158$(3,674)$$(816)$$946

OREO represents real property taken either through foreclosure or through a deed in lieu thereof from the borrower. OREO is carried at the lesser of cost or fair market value less selling costs. As of December 31, 2021, 2020, and 2019, the Bank had no OREO properties. The Company held no repossessed assets at December 31, 2021, 2020, and 2019, which is included in other assets on the consolidated balance sheets.

Allowance for Credit Losses

We have established a methodology for determining the adequacy of the allowance for credit losses made up of general and specific allocations.  The methodology is set forth in a formal policy and takes into consideration the need for an overall allowance for credit losses as well as specific allowances that are tied to individual loans.  The allowance for credit losses is an estimate of probable incurred credit losses in the Company’s loan portfolio. The allowance consists of two primary components, specific reserves related to impaired loans and general reserves for probable incurred losses related to loans that are not impaired.

For all portfolio segments, the determination of the general reserve for loans that are not impaired is based on estimates made by management including, but not limited to, consideration of historical losses by portfolio segment (and in certain cases peer loss data) over the most recent 52 quarters, and qualitative and quantitative factors including economic trends in the Company’s service areas, industry experience and trends, industry and geographic concentrations, estimated collateral values, the Company’s underwriting policies, the character of the loan portfolio, and probable losses incurred in the portfolio taken as a whole. Management has determined that the most recent 52 quarters was an appropriate look-back period based on several factors including the current global economic uncertainty and various national and local economic indicators, and a time period sufficient to capture enough data due to the size of the portfolio to produce statistically accurate historical loss calculations. We believe this period is an appropriate look-back period.

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In originating loans, we recognize that losses will be experienced and that the risk of loss will vary with, among other things, the type of loan being made, the creditworthiness of the borrower over the term of the loan, general economic conditions and, in the case of a secured loan, the quality of the collateral securing the loan.  The allowance is increased by provisions charged against earnings and recoveries, and reduced by net loan charge-offs.  Loans are charged off when they are deemed to be uncollectible, or partially charged off when portions of a loan are deemed to be uncollectible.  Recoveries are generally recorded only when cash payments are received.

The allowance for credit losses is maintained to cover probable incurred credit losses in the loan portfolio.  The responsibility for the review of our assets and the determination of the adequacy lies with management and our Audit/Compliance Committee.  They delegate the authority to the Chief Credit Officer (CCO) to determine the loss reserve ratio for each type of asset and to review, at least quarterly, the adequacy of the allowance based on an evaluation of the portfolio, past experience, prevailing market conditions, amount of government guarantees, concentration in loan types and other relevant factors.

The allowance for credit losses is an estimate of the probable incurred credit losses in our loan and lease portfolio.  The allowance is based on principles of accounting: (i) losses accrued for on loans when they are probable of occurring and can be reasonably estimated and (ii) losses accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

Management adheres to an internal asset review system and loss allowance methodology designed to provide for timely recognition of problem assets and adequate valuation allowances to cover probable incurred losses.  The Bank’s asset monitoring process includes the use of asset classifications to segregate the assets, largely loans and real estate, into various risk categories.  The Bank uses the various asset classifications as a means of measuring risk and determining the adequacy of valuation allowances by using a nine-grade system to classify assets.  In general, all credit facilities exceeding 90 days of delinquency require classification and are placed on nonaccrual.

The following table summarizes the Company’s loan loss experience, as well as provisions and recoveries (charge-offs) to the allowance and certain pertinent ratios for the periods indicated:

(Dollars in thousands)20212020201920182017
Loans outstanding at December 31,$1,038,240$1,104,959$941,865$917,103$899,320
Average loans outstanding during the year$1,069,653$1,055,712$930,883$912,128$793,343
Allowance for credit losses:
Balance at beginning of year$12,915$9,130$9,104$8,778$9,326
Deduct loans charged off:
Commercial and industrial(46)(121)(1,032)(94)(197)
Agricultural production(10)
Owner occupied(22)
Consumer loans(221)(108)(164)(116)(235)
Total loans charged off(267)(229)(1,196)(210)(464)
Add recoveries of loans previously charged off:
Commercial and industrial701612134207850
Agricultural production10
Owner occupied2149
Real estate construction and other land loans319
Commercial real estate8117
Consumer loans23212763177140
Total recoveries1,2527391974861,066
Net (charge-offs) recoveries985510(999)276602
(Reversal of) Provision for credit losses(4,300)3,2751,02550(1,150)
Balance at end of year$9,600$12,915$9,130$9,104$8,778
Allowance for credit losses as a percentage of outstanding loan balance0.92%1.17%0.97%0.99%0.98%
Net recoveries (charge-offs) to average loans outstanding0.09%0.05%(0.11)%0.03%0.08%

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Managing credits identified through the risk evaluation methodology includes developing a business strategy with the customer to mitigate our losses.  Our management continues to monitor these credits with a view to identifying as early as possible when, and to what extent, additional provisions may be necessary.

The allowance for credit losses is reviewed at least quarterly by the Bank’s and our Board of Directors’ Audit/Compliance Committee.  Reserves are allocated to loan portfolio segments using percentages which are based on both historical risk elements such as delinquencies and losses and predictive risk elements such as economic, competitive and environmental factors.  We have adopted the specific reserve approach to allocate reserves to each impaired asset for the purpose of estimating potential loss exposure.  Although the allowance for credit losses is allocated to various portfolio categories, it is general in nature and available for the loan portfolio in its entirety.  Additions may be required based on the results of independent loan portfolio examinations, regulatory agency examinations, or our own internal review process.  Additions are also required when, in management’s judgment, the reserve does not properly reflect the potential loss exposure.

The allocation of the allowance for credit losses is set forth below:

20212020201920182017
Loan Type (Dollars in thousands)AmountPercent of Loans in Each Category to Total LoansAmountPercent of Loans in Each Category to Total LoansAmountPercent of Loans in Each Category to Total LoansAmountPercent of Loans in Each Category to Total LoansAmountPercent of Loans in Each Category to Total Loans
Commercial:
Commercial and industrial$1,69113.2%$1,76424.9%$1,11510.9%$1,60411.1%$1,78411.2%
Agricultural production3203.9%2552.0%3132.6%670.9%2871.7%
Real estate:
Owner occupied1,35520.4%2,12818.9%1,31921.0%1,13119.9%1,25222.7%
Real estate construction and other land loans8125.9%1,2045.0%9327.8%1,27111.1%1,00410.7%
Commercial real estate3,80535.6%4,78130.7%3,45334.9%3,01733.2%1,95829.9%
Agricultural real estate6979.5%8387.6%9258.1%9478.4%1,4418.4%
Other real estate722.5%2232.6%1403.3%1733.6%1403.5%
Consumer:
Equity loans and lines of credit2565.4%4575.0%4256.9%4197.6%4648.5%
Consumer and installment3123.6%6343.3%4724.5%4074.2%3613.4%
Unallocated reserves280631366887
Total allowance for credit losses$9,600100.0%$12,915100.0%$9,130100.0%$9,104100.0%$8,778100.0%

Loans are charged to the allowance for credit losses when the loans are deemed uncollectible.  It is the policy of management to make additions to the allowance so that it remains adequate to cover all probable loan charge-offs that exist in the portfolio at that time. We assign qualitative and quantitative factors (Q factors) to each loan category. Q factors include reserves held for the effects of lending policies, experience, economic trends, and portfolio trends along with other dynamics which may cause additional stress to the portfolio.

As of December 31, 2021, the allowance for credit losses (ALLL) was $9,600,000, compared to $12,915,000 at December 31, 2020, a net decrease of $3,315,000.  The net decrease in the ALLL reflected the negative provision and net recoveries during the year ended December 31, 2021 which was necessitated by management’s observations and assumptions about the existing credit quality of the loan portfolio.  Net recoveries totaled $985,000 while the reversal of provision for credit losses was $4,300,000 for the year ended December 31, 2021. The Company’s negative provision for credit losses during the year ended December 31, 2021 is primarily due to change in qualitative factors related to the economic uncertainties caused by the COVID-19 pandemic. The balance of classified loans and loans graded special mention, totaled $8,540,000 and $40,845,000 at December 31, 2021 and $36,136,000 and $36,406,000 at December 31, 2020, respectively.  The balance of undisbursed commitments to extend credit on construction and other loans and letters of credit was $326,108,000 as of December 31, 2021, compared to $326,179,000 as of December 31, 2020. At December 31, 2021 and 2020, the balance of a contingent allocation for probable loan loss experience on unfunded obligations was $115,000 and $250,000, respectively. The contingent allocation for probable loan loss experience on unfunded obligations is calculated by management using appropriate, systematic, and consistently applied processes.  While related to credit losses, this allocation is not a part of ALLL and is considered separately as a liability for accounting and regulatory reporting purposes.  Risks and uncertainties exist in all lending transactions and our management and Directors’ Loan Committee have established reserve levels based on economic uncertainties and other risks that exist as of each reporting period.

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The ALLL as a percentage of total loans was 0.92% at December 31, 2021, and 1.17% at December 31, 2020. Total loans include FLB, SVB and VCB loans that were recorded at fair value in connection with the acquisitions of $93,201,000 at December 31, 2021 and $127,186,000 at December 31, 2020. Excluding these acquired loans from the calculation, the ALLL to total gross loans was 1.01% and 1.32% as of December 31, 2021 and 2020, respectively, and general reserves associated with non-impaired loans to total non-impaired loans was 0.98% and 1.59%, respectively. The loan portfolio acquired in the mergers was booked at fair value with no associated allocation in the ALLL.  The size of the fair value discount remains adequate for all non-impaired acquired loans; therefore, there is no associated allocation in the ALLL.  As of December 31, 2021 and 2020 gross loans included loans related to PPP loans which are fully guaranteed by the SBA in the amount of $18,553,000 and $192,916,000.00, respectively. Excluding PPP loans and the acquired loans from the calculation, the allowance for credit losses to total gross loans was 1.04% and 1.65% as of December 31, 2021 and 2020, respectively.

The Company’s loan portfolio balances in 2021 decreased from 2020. Net loans decreased $59.9 million or 5.50%, at December 31, 2021 compared to December 31, 2020. The net loan decrease consisted of a decrease of $174.4 million in SBA Paycheck Protection Program (PPP) loans, offset by an increase of $114.4 million in non-PPP loan growth. The PPP loans held in the loan portfolio are backed by the SBA at 100%; thus, no allowance is required. Management believes that the change in the allowance for credit losses to total loans ratios is directionally consistent with the composition of loans and the level of nonperforming and classified loans, and by the general economic conditions experienced in the central California communities serviced by the Company, partially offset by recent improvements in real estate collateral values.

Assumptions regarding the collateral value of various under-performing loans may affect the level and allocation of the allowance for credit losses in future periods.  The allowance may also be affected by trends in the amount of charge-offs experienced or expected trends within different loan portfolios. However, the total reserve rates on non-impaired loans include qualitative and quantitative factors which are systematically derived and consistently applied to reflect conservatively estimated losses from loss contingencies at the date of the financial statements. Based on the above considerations and given recent changes in historical charge-off rates included in the ALLL modeling and the changes in other factors, management determined that the ALLL was appropriate as of December 31, 2021.

Non-performing loans totaled $946,000 as of December 31, 2021, and $3,278,000 as of December 31, 2020.  Nonperforming loans as a percentage of total loans were 0.09% at December 31, 2021 compared to 0.30% at December 31, 2020.  The Company had no other real estate owned at December 31, 2021, December 31, 2020, and December 31, 2019. No foreclosed assets were recorded at December 31, 2021, December 31, 2020, and December 31, 2019. The allowance for credit losses as a percentage of nonperforming loans was 1,014.80% and 393.99% as of December 31, 2021 and December 31, 2020, respectively.  In addition, management believes that the likelihood of recoveries on previously charged-off loans continues to improve based on the collection efforts of management combined with improvements in the value of real estate which serves as the primary source of collateral for loans. Management believes the allowance at December 31, 2021 is adequate based upon its ongoing analysis of the loan portfolio, historical loss trends and other factors.  However, no assurance can be given that the Company may not sustain charge-offs which are in excess of the allowance in any given period.

Goodwill and Intangible Assets

Business combinations involving the Bank’s acquisition of the equity interests or net assets of another enterprise give rise to goodwill.  Total goodwill at December 31, 2021 was $53,777,000 consisting of $13,466,000, $10,394,000, $6,340,000, $14,643,000 and $8,934,000 representing the excess of the cost of FLB, SVB, VCB, Service 1st Bancorp, and Bank of Madera County, respectively, over the net amounts assigned to assets acquired and liabilities assumed in the transactions accounted for under the purchase method of accounting.  The value of goodwill is ultimately derived from the Company’s ability to generate net earnings after the acquisitions and is not deductible for tax purposes. The fair values of assets acquired and liabilities assumed are subject to adjustment during the first twelve months after the acquisition date if additional information becomes available to indicate a more accurate or appropriate value for an asset or liability.  A significant decline in net earnings, among other factors, could be indicative of a decline in the fair value of goodwill and result in impairment.  For that reason, goodwill is assessed at least annually for impairment.

Management performed an annual impairment test in the third quarter of 2021 utilizing various qualitative factors. Management believes these factors are sufficient and comprehensive and as such, no further factors need to be assessed at this time. Based on management’s analysis performed, no impairment was required.

Goodwill is also assessed for impairment between annual tests if a triggering event occurs or circumstances change that may cause the fair value of a reporting unit to decline below its carrying amount. Management considers the entire Company to be one reporting unit. No such events or circumstances arose during for the year ended December 31, 2021. Changes in the economic environment, operations of the reporting unit or other adverse events could result in future impairment charges which could have a material adverse impact on the Company’s operating results.

The intangible assets at December 31, 2021 represent the estimated fair value of the core deposit relationships acquired in the 2017 acquisition of FLB of $1,879,000, the 2016 acquisition of SVB of $508,000 and the 2013 acquisition of VCB of $1,365,000.  Core deposit intangibles are being amortized using the straight-line method over an estimated life of five to ten years from the date of acquisition.  The carrying value of intangible assets at December 31, 2021 was $522,000, net of

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$3,230,000 in accumulated amortization expense.  The carrying value at December 31, 2020 was $1,183,000, net of $2,569,000 in accumulated amortization expense.  Management evaluates the remaining useful lives quarterly to determine whether events or circumstances warrant a revision to the remaining periods of amortization.  Based on the evaluation, no changes to the remaining useful lives was required.  Management performed an annual impairment test on core deposit intangibles as of September 30, 2021 and determined no impairment was necessary. In addition, management determined that no events had occurred between the annual evaluation date and December 31, 2021 which would necessitate further analysis. Amortization expense recognized was $661,000 for 2021, $695,000 for 2020 and $695,000 for 2019.

The following table summarizes the Company’s estimated core deposit intangible amortization expense for each of the next five years (in thousands):

Years Ending December 31,Estimated Core Deposit Intangible Amortization
2022$454
202368
Thereafter
Total$522

Deposits and Borrowings

The Bank’s deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up to applicable legal limits. All of a depositor’s accounts at an insured depository institution, including all non-interest bearing transactions accounts, will be insured by the FDIC up to the standard maximum deposit insurance amount of $250,000 for each deposit insurance ownership category.

Total deposits increased $400,087,000 or 23.22% to $2,122,797,000 as of December 31, 2021, compared to $1,722,710,000 as of December 31, 2020.  Interest-bearing deposits increased $261,392,000 or 29.11% to $1,159,213,000 as of December 31, 2021, compared to $897,821,000 as of December 31, 2020.  Non-interest bearing deposits increased $138,695,000 or 16.81% to $963,584,000 as of December 31, 2021, compared to $824,889,000 as of December 31, 2020.  The Company’s deposit balances for the year ended December 31, 2021 increased through organic growth and PPP loan proceeds retained in customer deposit accounts. Average non-interest bearing deposits to average total deposits was 45.58% for the year ended December 31, 2021 compared to 47.46% for the same period in 2020. Based on FDIC deposit market share information published as of June 2021, our total market share of deposits in Fresno, Madera, San Joaquin, and Tulare counties was 3.83% in 2021 compared to 3.40% in 2020. Our total market share in the other counties we operate in (El Dorado, Merced, Placer, Sacramento, and Stanislaus), was less than 1.00% in 2021 and 2020.

The composition of the deposits and average interest rates paid at December 31, 2021 and December 31, 2020 is summarized in the table below.

(Dollars in thousands)December 31, 2021% of Total DepositsEffective RateDecember 31, 2020% of Total DepositsEffective Rate
NOW accounts$360,46217.0%0.05%$310,69718.0%0.11%
MMA accounts511,44824.1%0.15%341,08819.8%0.18%
Time deposits90,0304.2%0.21%89,8465.2%0.65%
Savings deposits197,2739.3%0.01%156,1909.1%0.02%
Total interest-bearing1,159,21354.6%0.10%897,82152.1%0.18%
Non-interest bearing963,58445.4%824,88947.9%
Total deposits$2,122,797100.0%$1,722,710100.0%

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We have no known foreign deposits.  The following table sets forth the average amount of and the average rate paid on certain deposit categories which were in excess of 10% of average total deposits for the years ended December 31, 2021, 2020, and 2019.

202120202019
(Dollars in thousands)BalanceRateBalanceRateBalanceRate
Savings and NOW accounts$529,0430.03%$433,7420.08%$370,3780.15%
Money market accounts$455,5750.15%$300,6030.18%$270,9180.24%
Non-interest bearing demand$900,083$744,239$557,348
Total deposits$1,974,5760.05%$1,568,1940.09%$1,295,7800.15%

The following table sets forth the maturity of time certificates of deposit and other time deposits of $100,000 or more at December 31, 2021.

(In thousands)
Three months or less$31,308
Over 3 through 6 months7,712
Over 6 through 12 months18,090
Over 12 months8,249
$65,359

As of December 31, 2021 and 2020, the Company had no short-term or long-term Federal Home Loan Bank (FHLB) of San Francisco advances. We maintain a line of credit with the FHLB collateralized by government securities and loans.  Refer to Liquidity section below for further discussion of FHLB advances. The Bank had unsecured lines of credit with its correspondent banks which, in the aggregate, amounted to $110,000,000 at December 31, 2021 and 2020, at interest rates which vary with market conditions. As of December 31, 2021 and 2020, the Company had no overnight borrowings outstanding under these credit facilities.

Capital Resources

Capital serves as a source of funds and helps protect depositors and shareholders against potential losses.  Historically, the primary sources of capital for the Company have been internally generated capital through retained earnings and the issuance of common and preferred stock.

The Company has historically maintained substantial levels of capital.  The assessment of capital adequacy is dependent on several factors including asset quality, earnings trends, liquidity and economic conditions.  Maintenance of adequate capital levels is integral to providing stability to the Company.  The Company needs to maintain substantial levels of regulatory capital to give it maximum flexibility in the changing regulatory environment and to respond to changes in the market and economic conditions.

Our shareholders’ equity was $247,845,000 as of December 31, 2021, compared to $245,021,000 as of December 31, 2020.  The increase in shareholders’ equity is the result of an increase in retained earnings from our net income of $28,401,000, the exercise of stock options in the amount of $256,000, the effect of share-based compensation expense of $405,000, and stock issued under our employee stock purchase plan of $204,000, partially offset by a decrease in accumulated other comprehensive income (AOCI) of $7,224,000, the payment of common stock cash dividends of $5,757,000, and the repurchase and retirement of common stock of $13,619,000.

During 2021, the Bank declared and paid cash dividends to the Company in the amount of $7,679,000 in connection with the cash dividends to the Company’s shareholders approved by the Company’s Board of Directors. The Company declared and paid a total of $5,757,000 or $0.47 per common share cash dividend to shareholders of record during the year ended December 31, 2021. During the year ended December 31, 2021, the Company repurchased and retired common stock in the amount of $13,619,000.

During 2020, the Bank declared and paid cash dividends to the Company in the amount of $15,622,000 in connection with the cash dividends to the Company’s shareholders approved by the Company’s Board of Directors. The Company declared and paid a total of $5,530,000 or $0.44 per common share cash dividend to shareholders of record during the year ended December 31, 2020. During the year ended December 31, 2020, the Company repurchased and retired common stock in the amount of $11,052,000.

During 2019 the Bank declared and paid cash dividends to the Company in the amount of $20,100,000 in connection with the cash dividends to the Company’s shareholders approved by the Company’s Board of Directors. The Company

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declared and paid a total of $5,805,000 or $0.43 per common share cash dividend to shareholders of record during the year ended December 31, 2019. During the year ended December 31, 2019, the Company repurchased and retired common stock in the amount of $15,619,000.

The following table sets forth certain financial ratios for the years ended December 31, 2021, 2020, and 2019.

202120202019
Net income:
To average assets1.25%1.11%1.36%
To average shareholders’ equity11.50%8.85%9.39%
Dividends declared per share to net income per share19.72%26.99%26.22%
Average shareholders’ equity to average assets10.89%12.54%14.51%

Management considers capital requirements as part of its strategic planning process.  The strategic plan calls for continuing increases in assets and liabilities, and the capital required may therefore be in excess of retained earnings.  The ability to obtain capital is dependent upon the capital markets as well as our performance.  Management regularly evaluates sources of capital and the timing required to meet its strategic objectives.

The Board of Governors, the FDIC and other federal banking agencies have issued risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations for both transactions reported on the balance sheet as assets, and transactions, such as letters of credit and recourse arrangements, which are reported as off-balance-sheet items.

The following table presents the Company’s regulatory capital ratios as of December 31, 2021 and December 31, 2020.

(Dollars in thousands)Actual Ratio
December 31, 2021AmountRatio
Tier 1 Leverage Ratio$189,0208.03%
Common Equity Tier 1 Ratio (CET 1)$184,02012.48%
Tier 1 Risk-Based Capital Ratio$189,02012.82%
Total Risk-Based Capital Ratio$233,03415.80%
December 31, 2020
Tier 1 Leverage Ratio$178,4079.28%
Common Equity Tier 1 Ratio (CET 1)$173,40714.10%
Tier 1 Risk-Based Capital Ratio$178,40714.50%
Total Risk-Based Capital Ratio$191,57215.58%

The following table presents the Bank’s regulatory capital ratios as of December 31, 2021 and December 31, 2020

Actual RatioMinimum regulatory requirement (1)Minimum requirement for “Well-Capitalized” Institution
December 31, 2021AmountRatioAmountRatioAmountRatio
Tier 1 Leverage Ratio$199,3298.47%$94,1564.00%$117,6955.00%
Common Equity Tier 1 Ratio (CET 1)$199,32913.52%$66,3554.50%$95,8466.50%
Tier 1 Risk-Based Capital Ratio$199,32913.52%$88,4736.00%$117,9648.00%
Total Risk-Based Capital Ratio$209,04414.18%$117,9648.00%$147,45510.00%
December 31, 2020
Tier 1 Leverage Ratio$177,2699.23%$76,8524.00%$96,0655.00%
Common Equity Tier 1 Ratio (CET 1)$177,26914.41%$55,3467.00%$79,9456.50%
Tier 1 Risk-Based Capital Ratio$177,26914.41%$73,7958.50%$98,3948.00%
Total Risk-Based Capital Ratio$190,43415.48%$98,39410.50%$122,99210.00%
(1) The minimum regulatory requirement threshold includes the capital conservation buffer of 2.50%.

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The Company succeeded to all of the rights and obligations of the Service 1st Capital Trust I, a Delaware business trust, in connection with the acquisition of Service 1st as of November 12, 2008.  The Trust was formed on August 17, 2006 for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by Service 1st.  Under applicable regulatory guidance, the amount of trust preferred securities that is eligible as Tier 1 capital is limited to 25% of the Company’s Tier 1 capital on a pro forma basis.  At December 31, 2021, all of the trust preferred securities that have been issued qualify as Tier 1 capital.  The trust preferred securities mature on October 7, 2036, are redeemable at the Company’s option beginning five years after issuance, and require quarterly distributions by the Trust to the holder of the trust preferred securities at a variable interest rate which will adjust quarterly to equal the three-month LIBOR plus 1.60%.

The Trust used the proceeds from the sale of the trust preferred securities to purchase approximately $5,155,000 in aggregate principal amount of Service 1st’s junior subordinated notes (the Notes).  The Notes bear interest at the same variable interest rate during the same quarterly periods as the trust preferred securities.  The Notes are redeemable by the Company on any January 7, April 7, July 7, or October 7 on or after October 7, 2012 or at any time within 90 days following the occurrence of certain events, such as: (i) a change in the regulatory capital treatment of the Notes (ii) in the event the Trust is deemed an investment company or (iii) upon the occurrence of certain adverse tax events.  In each such case, the Company may redeem the Notes for their aggregate principal amount, plus any accrued but unpaid interest.

The Notes may be declared immediately due and payable at the election of the trustee or holders of 25% of the aggregate principal amount of outstanding Notes in the event that the Company defaults in the payment of any interest following the nonpayment of any such interest for 20 or more consecutive quarterly periods.  Holders of the trust preferred securities are entitled to a cumulative cash distribution on the liquidation amount of $1,000 per security.  For each January 7, April 7, July 7 or October 7 of each year, the rate will be adjusted to equal the three month LIBOR plus 1.60%.  As of December 31, 2021, the rate was 1.73%.  Interest expense recognized by the Company for the years ended December 31, 2021, 2020, and 2019 was $266,000, $130,000 and $210,000, respectively.

On November 12, 2021, the Company completed a private placement of $35.0 million aggregate principal amount of its fixed-to-floating rate subordinated notes (“Subordinated Debt”) due December 1, 2031. The Subordinated Debt initially bears a fixed interest rate of 3.125% per year. Commencing on December 1, 2026, the interest rate on the Subordinated Debt will reset each quarter at a floating interest rate equal to the then-current three month term SOFR plus 210 basis points. The Company may at its option redeem in whole or in part the Subordinated Debt on or after November 12, 2026 without a premium. The Subordinated Debt is treated as Tier 2 Capital for regulatory purposes.

LIQUIDITY

Liquidity management involves our ability to meet cash flow requirements arising from fluctuations in deposit levels and demands of daily operations, which include funding of securities purchases, providing for customers’ credit needs and ongoing repayment of borrowings.  Our liquidity is actively managed on a daily basis and reviewed periodically by our management and Directors’ Asset/Liability Committees.  This process is intended to ensure the maintenance of sufficient funds to meet our needs, including adequate cash flows for off-balance sheet commitments.

Our primary sources of liquidity are derived from financing activities which include the acceptance of customer and, to a lesser extent, broker deposits, Federal funds facilities and advances from the Federal Home Loan Bank of San Francisco (FHLB).  These funding sources are augmented by payments of principal and interest on loans, the routine maturities and pay downs of securities from the securities portfolio, the stability of our core deposits and the ability to sell investment securities.  As of December 31, 2021, the Company had unpledged securities totaling $856,299,000 available as a secondary source of liquidity and total cash and cash equivalents of $163,467,000.  Cash and cash equivalents at December 31, 2021 increased 132.60% compared to December 31, 2020.  Primary uses of funds include withdrawal of and interest payments on deposits, origination and purchases of loans, purchases of investment securities, and payment of operating expenses.

To augment our liquidity, we have established Federal funds lines with various correspondent banks.  At December 31, 2021, our available borrowing capacity includes approximately $110,000,000 in Federal funds lines with our correspondent banks and $277,130,000 in unused FHLB advances.  At December 31, 2021, we were not aware of any information that was reasonably likely to have a material effect on our liquidity position.

The following table reflects the Company’s credit lines, balances outstanding, and pledged collateral at December 31, 2021 and 2020:

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Credit Lines (In thousands)December 31, 2021December 31, 2020
Unsecured Credit Lines (interest rate varies with market):
Credit limit$110,000$110,000
Balance outstanding$$
Federal Home Loan Bank (interest rate at prevailing interest rate):
Credit limit$277,130$235,371
Balance outstanding$$
Collateral pledged$481,437$435,152
Fair value of collateral$435,089$379,831
Federal Reserve Bank (interest rate at prevailing discount interest rate):
Credit limit$9,961$13,323
Balance outstanding$$
Collateral pledged$10,361$13,538
Fair value of collateral$10,241$13,703

The liquidity of our parent company, Central Valley Community Bancorp, is primarily dependent on the payment of cash dividends by its subsidiary, Central Valley Community Bank, subject to limitations imposed by state and federal regulations.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in accordance with the accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make a number of judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expense in the financial statements. Various elements of our accounting policies, by their nature, involve the application of highly sensitive and judgmental estimates and assumptions. Some of these policies and estimates relate to matters that are highly complex and contain inherent uncertainties. It is possible that, in some instances, different estimates and assumptions could reasonably have been made and used by management, instead of those we applied, which might have produced different results that could have had a material effect on the financial statements.

We have identified the following accounting policies and estimates that, due to the inherent judgments and assumptions and the potential sensitivity of the financial statements to those judgments and assumptions, are critical to an understanding of our financial statements. We believe that the judgments, estimates and assumptions used in the preparation of the Company’s financial statements are appropriate. For a further description of our accounting policies, see Note 1 - Summary of Significant Accounting Policies in the financial statements included in this Form 10‑K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Allowance for Credit Losses

Our allowance for credit losses is an estimate of probable incurred losses in the loan portfolio. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance for credit losses. Management’s methodology for estimating the allowance balance consists of several key elements, which include specific allowances on individual impaired loans and the formula driven allowances on pools of loans with similar risks. The allowance is only an estimate of the inherent loss in the loan portfolio and may not represent actual losses realized over time, either of losses in excess of the allowance or of losses less than the allowance. Our accounting for estimated loan losses is discussed and disclosed primarily in Note 1 and 4 to the consolidated financial statements under the heading “Allowance for Credit Losses”.

INFLATION

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The impact of inflation on a financial institution differs significantly from that exerted on other industries primarily because the assets and liabilities of financial institutions consist largely of monetary items.  However, financial institutions are affected by inflation in part through non-interest expenses, such as salaries and occupancy expenses, and to some extent by changes in interest rates.

At December 31, 2021, we do not believe that inflation will have a material impact on our consolidated financial position or results of operations.  However, if inflation concerns cause short term rates to rise in the near future, we may benefit by immediate repricing of a portion of our loan portfolio.  Refer to Quantitative and Qualitative Disclosures About Market Risk for further discussion.