Community West Bancshares: Form 10-Q for the period ended Sep 30, 2023

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) inflationary pressures and changes in the interest rate environment that reduce our margins and yields, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make, whether held in the portfolio or in the secondary market; (4) our ability to mitigate and manage deposit liabilities in a manner that balances the need to meet current and expected withdrawals while investing a sufficient portion of our assets to promote strong earning capacity; (5) changes in the level of nonperforming assets and charge offs and other credit quality measures, and their impact on the adequacy of our allowance for credit losses and our provision for credit losses; (6) a decline in economic conditions in the Central Valley and the Greater Sacramento Region, including the impact of inflation; (7) the Company’s ability to continue its internal growth at historical rates; (8) the Company’s ability to maintain its net interest margin; (9) the decline in quality of the Company’s earning assets; (10) a decline in credit quality; (11) changes in the regulatory environment; (12) fluctuations in the real estate market; (13) changes in business conditions and inflation; (14) changes in securities markets; (15) regulatory limits on Central Valley Community Bank’s ability to pay dividends to the Company; (16) risks associated with acquisitions, relating to difficulty in integrating combined operations and related negative impact on earnings, and incurrence of substantial expenses; (17) 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; (18) the other risks set forth in the Company’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2022. 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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q. 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.

The Securities and Exchange Commission (SEC) maintains a web site which contains reports, proxy statements, and other information pertaining to registrants that file electronically with the SEC, including the Company. The Internet address is: www.sec.gov (http://www.sec.gov). In addition, our periodic and current reports are available free of charge on our website at www.cvcb.com (http://www.cvcb.com) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

General

We are a central California-based bank holding company for a one-bank subsidiary, Central Valley Community Bank (the “Bank” or “CVCB”). We provide traditional commercial banking services to small and medium-sized businesses and individuals in the communities along the Highway 99 corridor in the Fresno, El Dorado, Madera, Merced, Placer, Sacramento, Stanislaus, San Joaquin, and Tulare Counties of central California.

On October 10, 2023, the Company, entered into an Agreement and Plan of Reorganization and Merger (the “Merger Agreement”) with Community West Bancshares, a California corporation (“Community West”), pursuant to which Community West will merge with and into the Company in an all stock merger (the “Merger”), with the Company as the surviving corporation. Promptly following the completion of the Merger, Community West Bank, N.A. a national banking association chartered by the Office of the Comptroller of the Currency and a wholly owned subsidiary of Community West (“CWB”) will merge with and into CVCB, with CVCB as the surviving entity (the “Bank Merger”) and will continue the commercial banking operations of the combined bank following the bank merger. Effective with the Merger and the Bank Merger the Company and CVCB will be rebranded and change their names to “Community West Bancshares” and “Community West Bank”, respectively. Upon consummation of the Merger, each share of Community West common stock, no par value per share, outstanding immediately prior to the effective time of the Merger will be canceled and converted into the right to receive 0.79 of a share of the Company’s common stock, no par value (the “per share exchange ratio”). Any fractional shares will be paid in cash equal to the product of (i) such fraction, multiplied by the closing price of the Company’s common stock reported on NASDAQ on the last trading day preceding the closing date. Based on the closing price of the Company’s common stock on October 10, 2023, the aggregate merger consideration would be approximately $99.4 million, or $11.15 per share of Community West common stock, assuming 8,851,380 shares of Community West Common Stock and 601,503 Community West stock options outstanding. The completion of the Merger is subject to certain customary conditions and the transaction is expected to close in the second quarter of 2024.

Dividend Declared

On October 18, 2023, the Board of Directors declared a $0.12 per share cash dividend payable on November 17, 2023 to shareholders of record as of November 3, 2023.

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.

Allowance for Credit Losses

As a result of our January 1, 2023, adoption of Accounting Standards Update (“ASU”) No. 2016-13, “Measurement of Credit Losses on Financial Instruments,” and its related amendments, our methodology for estimating the allowance for credit losses changed significantly from December 31, 2022. The standard replaced the “incurred loss” approach with an “expected loss” approach known as current expected credit loss (“CECL”). The 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.

Going forward, 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 1 to the Consolidated Financial Statements and the “Allowance for Credit Losses on Loans” section below.

Please refer to the Company’s 2022 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 September 30, 2023 included the following:

• Net income for the third quarter of 2023 increased to $6,390,000 or $0.54 per diluted common share, compared to $6,282,000 and $0.54, respectively, in the second quarter of 2023.
• Net loans increased $14.4 million or 1.16%, and total assets increased $12.8 million or 0.53% at September 30, 2023 compared to December 31, 2022. During the quarter, net loans increased $19.7 million or 1.59%.
• Total deposits increased 2.34% to $2.15 billion at September 30, 2023 compared to December 31, 2022.
• Total cost of deposits increased to 0.90% for the quarter ended September 30, 2023 compared to 0.88% for the quarter ended June 30, 2023.
• Average non-interest bearing demand deposit accounts as a percentage of total average deposits was 44.54% and 50.42% for the quarters ended September 30, 2023 and December 31, 2022, respectively.
• Net interest margin increased to 3.47% for the quarter ended September 30, 2023, from 3.46% for the quarter ended June 30, 2023.
• There were no non-performing assets for the quarter ended September 30, 2023. Additionally, net loan charge-offs were $194,000 and loans delinquent more than 30 days were $236,000.
• Capital positions remain strong at September 30, 2023 with a 8.70% Tier 1 Leverage Ratio; a 12.51% Common Equity Tier 1 Ratio; a 12.81% Tier 1 Risk-Based Capital Ratio; and a 15.81% Total Risk-Based Capital Ratio.
• The Company declared a $0.12 per common share cash dividend, payable on November 17, 2023 to shareholders of record as of November 3, 2023.

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

(In thousands, except share and per-share amounts)

Net income increased to $6,390,000 for the three months ended September 30, 2023 compared to $6,384,000 for the three months ended September 30, 2022. Basic and diluted earnings per share for the quarter ended September 30, 2023 were $0.54. Basic and diluted earnings per share for the same period in 2022 were $0.55. Net income for the period was impacted by an increase in total non-interest expenses of $633,000, primarily driven by the increase in non-recurring expenses in professional services and regulatory assessment expense, and an increase in the provision for income taxes of $136,000, partially offset by an increase in net interest income before provision for credit losses of $363,000 and an increase in non-interest income of

$103,000. During the quarter ended September 30, 2023, the Company recorded a $186,000 provision for credit losses, compared to $495,000 provision during the quarter ended September 30, 2022.

Net income increased to $19,642,000 for the nine months ended September 30, 2023 compared to $19,012,000 for the nine months ended September 30, 2022. Basic and diluted earnings per share for the nine months ended September 30, 2023 were $1.67. Basic and diluted earnings per share for the same period in 2022 were $1.62. Annualized return on average equity (“ROAE”) was 14.16% for the nine months ended September 30, 2023 compared to 12.98% for the nine months ended September 30, 2022. Annualized return on average assets (“ROAA”) for the nine months ended September 30, 2023 and 2022 was 1.06% and 1.04%, respectively.

The increase in net income for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily driven by an increase of $16,957,000 in total interest income, offset by an increase in total interest expense of $12,215,000. Additionally, the nine month period saw an increase in non-interest income of $668,000 and an increase in non-interest expense of $4,115,000. During the nine months ended September 30, 2023, the Company recorded a $476,000 provision for credit losses, compared to $495,000 provision during the nine months ended September 30, 2022. The provision for credit loses resulted from our assessment of the overall adequacy of the allowance for credit losses on loan, HTM debt securities, and unfunded commitments.

Net Interest Income and Net Interest Margin

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.

CENTRAL VALLEY COMMUNITY BANCORP

SCHEDULE OF AVERAGE BALANCES AND AVERAGE YIELDS AND RATES

(Dollars in thousands)

(1) Calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling $371 and $486 at September 30, 2023 and September 30, 2022, respectively.

(2) Loan interest income includes loan costs of $8 and $80 at September 30, 2023 and September 30, 2022, 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.

CENTRAL VALLEY COMMUNITY BANCORP

SCHEDULE OF AVERAGE BALANCES AND AVERAGE YIELDS AND RATES

(Dollars in thousands)

(1) Calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling $1,118 and $1,368 at September 30, 2023 and September 30, 2022, respectively.

(2) Loan interest income includes loan fees of $27 and $410 at September 30, 2023 and September 30, 2022, 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 Volume and Rate Variances table below sets forth the dollar difference in interest earned and paid for each major category of interest-bearing assets and interest-bearing liabilities for the noted periods, and the amount of such change attributable to changes in average balances (volume) or changes in average interest rates. Volume variances are equal to the increase or decrease in the average balance times the prior period rate, and rate variances are equal to the increase or decrease in the average rate times the prior period average balance. Variances attributable to both rate and volume changes are equal to the change in rate times the change in average balance and are included below in the average volume column.

(In thousands)

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

Comparison of the quarter ended September 30, 2023 and September 30, 2022

The Company’s net interest margin (fully tax equivalent basis), expressed as a percentage of average earning assets, decreased 10 basis points to 3.47% for the third quarter of 2023, from 3.57% for the third quarter of 2022. Average interest earning assets were $2,386,913,000 for the three months ended September 30, 2023 compared to $2,291,728,000 for the three months ended September 30, 2022. The $95,185,000 increase in average earning assets was attributed to the $76,534,000 or 6.43% increase in average loans, a $103,007,000 increase in interest-earning deposits, partially offset by a $84,356,000 decrease in investment securities. For the three months ended September 30, 2023, the effective yield on investment securities including Federal funds sold and interest-earning deposits in other banks increased 80 basis points. The effective yield on loans increased 64 basis points. Average interest bearing liabilities increased 11.07% to $1,295,863,000 for the three months ended September 30, 2023, compared to $1,166,728,000 for the same period in 2022.

Interest and fee income from loans increased $2,984,000 or 20.29% for the three months ended September 30, 2023 compared to the same period in 2022. The yield on average loans, excluding nonaccrual loans, was 5.54% for the three months ended September 30, 2023 compared to 4.90% for the same period in 2022.

Interest income from interest-earning deposits in other banks increased $1,433,000 in the three months ended September 30, 2023 to $1,481,000 compared to $48,000 for the same period in 2022. The yield on average interest-earning deposits increased 232 basis points to 5.42% for the three month period ended September 30, 2023 compared to 3.10% for the same period in 2022. Average interest-earning deposits for the three month period ended September 30, 2023 increased $103,007,000 or 1,663.55% to $109,199,000 compared to $6,192,000 for the same period in 2022.

Interest income from total investment securities increased $942,000 in the three months ended September 30, 2023 to $7,664,000 compared to $6,722,000 for the same period in 2022. The yield on average total investment securities increased 58 basis points to 3.03% for the three month period ended September 30, 2023 compared to 2.45% for the same period in 2022.

Average total investment securities for the three month period ended September 30, 2023 decreased $84,356,000 or 7.70% to $1,011,418,000 compared to $1,095,774,000 for the same period in 2022.

Total interest income for the three months ended September 30, 2023 increased $5,474,000 or 26.08% to $26,466,000 compared to $20,992,000 for the three months ended September 30, 2022. The yield on interest earning assets increased 74 basis points to 4.46% on a fully tax equivalent basis for the three months ended September 30, 2023 from 3.72% for the period ended September 30, 2022. The increase was the result of yield changes, increase in interest rates, and asset mix changes. Average interest earning assets increased to $2,386,913,000 for the three months ended September 30, 2023 compared to $2,291,728,000 for the three months ended September 30, 2022.

Interest expense on deposits for the three months ended September 30, 2023 and 2022 was $5,015,000 and $231,000, respectively. The average interest rate on interest bearing deposits increased to 1.62% for the three months ended September 30, 2023 compared to 0.08% for the same period ended September 30, 2022. Average interest-bearing deposits increased 10.87% or $120,238,000 to $1,226,172,000 for the three months ended September 30, 2023 compared to $1,105,934,000 for the same period ended September 30, 2022.

Average other borrowed funds were $69,691,000 with an effective rate of 5.30% for the three months ended September 30, 2023 compared to $60,794,000 with an effective rate of 3.93% for the three months ended September 30, 2022. Total interest expense on other borrowed funds was $924,000 for the three months ended September 30, 2023 and $597,000 for the three months ended September 30, 2022.

The cost of interest-bearing liabilities increased 154 basis points to 1.82% for the three month period ended September 30, 2023 compared to 0.28% for the same period in 2022. The cost of total deposits increased to 0.90% compared to 0.04% for the three month periods ended September 30, 2023 and 2022, respectively. Average non-interest bearing demand deposits decreased 5.45% to $984,912,000 for the three month period ended September 30, 2023 compared to $1,041,698,000 for the same period in 2022. The ratio of average non-interest bearing demand deposits to average total deposits decreased to 44.54% in the three month period ended September 30, 2023 compared to 48.50% for the same period in 2022.

Net interest income before the provision for credit losses for the three months ended September 30, 2023 increased by $363,000 or 1.80% to $20,527,000 compared to $20,164,000 for the same period in 2022. The increase was a result of yield changes, asset mix changes, and an increase in average earning assets, offset by an increase in interest expense on average interest bearing liabilities.

Comparison of the nine months ended September 30, 2023 and September 30, 2022

The Company’s net interest margin (fully tax equivalent basis), expressed as a percentage of average earning assets, increased 17 basis points to 3.59% for the nine months ended September 30, 2023, from 3.42% for the same period of 2022. Average interest earning assets were $2,361,091,000 for the nine months ended September 30, 2023 compared to $2,305,113,000 for the nine months ended September 30, 2022. The $55,978,000 increase in average earning assets was attributed to the $163,235,000 or 14.86% increase in average loans and a $18,855,000 increase in interest-earning deposits, partially offset by the $126,112,000 decrease in average total investment securities. For the nine months ended September 30, 2023, the effective yield on investment securities including Federal funds sold and interest-earning deposits in other banks increased 79 basis points. The effective yield on loans increased 66 basis points. Average interest bearing liabilities increased 2.73% to $1,267,907,000 for the nine months ended September 30, 2023, compared to $1,234,199,000 for the same period in 2022.

Interest and fee income from loans increased $12,099,000 or 30.44% for the nine months ended September 30, 2023 compared to the same period in 2022. The yield on average loans, excluding nonaccrual loans, was 5.50% for the nine months ended September 30, 2023 compared to 4.84% for the same period in 2022. Net interest income for the nine months ending September 30, 2023 was benefited by approximately $87,000 in nonrecurring income from prepayment penalties, compared to $562,000 recorded in the same period in 2022. The impact to interest income from the accretion of the loan marks on acquired loans was $209,000 and $445,000 for the nine months ended September 30, 2023 and 2022, respectively. The remaining balance of accretable loan marks on acquired loans as of September 30, 2023 was $1,063,000.

Interest income from interest-earning deposits in other banks increased $2,773,000 in the nine months ended September 30, 2023 to $2,930,000 compared to $157,000 for the same period in 2022. The yield on average interest-earning deposits increased 485 basis points to 5.22% for the nine month period ended September 30, 2023 compared to 0.37% for the same period in 2022. The increases period-to-period were impacted by the Federal Reserve Bank's rate hikes since the first quarter of 2022, in which rates have increased by 525 basis points, from 0.25% to 5.50%. These have also impacted the increase in the cost of deposits are this is primarily attributed to volume and rate increases in the money market and time deposit portfolios. Average interest-earning deposits for the nine month period ended September 30, 2023 increased $18,855,000 or 33.71% to $74,780,000 compared to $55,925,000 for the same period in 2022.

Interest income from total investment securities increased $1,835,000 in the nine months ended September 30, 2023 to $22,933,000 compared to $21,098,000 for the same period in 2022. The yield on average total investment securities increased 54 basis points to 2.98% for the nine month period ended September 30, 2023 compared to 2.44% for the same period in 2022. Average total investment securities for the nine month period ended September 30, 2023 decreased $126,112,000 or 10.96% to $1,024,802,000 compared to $1,150,914,000 for the same period in 2022.

Total interest income for the nine months ended September 30, 2023 increased $16,957,000 or 28.43% to $76,596,000 compared to $59,639,000 for the nine months ended September 30, 2022. The yield on interest earning assets increased 86 basis points to 4.40% on a fully tax equivalent basis for the nine months ended September 30, 2023 from 3.54% for the nine months ended September 30, 2022. The increase was the result of yield changes, increase in interest rates, and asset mix changes. Average interest earning assets increased to $2,361,091,000 for the nine months ended September 30, 2023 compared to $2,305,113,000 for the nine months ended September 30, 2022.

Interest expense on deposits for the nine months ended September 30, 2023 and 2022 was $10,890,000 and $714,000, respectively. The average interest rate on interest bearing deposits increased to 1.23% for the nine months ended September 30, 2023 compared to 0.08% for the same period ended September 30, 2022. Average interest-bearing deposits increased 0.48% or $5,613,000 to $1,180,166,000 for the nine months ended September 30, 2023 compared to $1,174,553,000 for the same period ended September 30, 2022.

Average other borrowed funds were $87,741,000 with an effective rate of 5.16% for the nine months ended September 30, 2023 compared to $59,646,000 with an effective rate of 3.03% for the nine months ended September 30, 2022. Total interest expense on other borrowed funds was $3,393,000 for the nine months ended September 30, 2023 and $1,354,000 for the nine months ended September 30, 2022. Included in other borrowings are the junior subordinated deferrable interest debentures acquired from Service 1st, subordinated debt, senior debt, advances on lines of credit, advances from the Federal Home Loan Bank (“FHLB”), and overnight borrowings.

The cost of interest-bearing liabilities increased 129 basis points to 1.51% for the nine months ended September 30, 2023 compared to 0.22% for the same period in 2022. The cost of total deposits increased to 0.67% compared to 0.04% for the nine months ended September 30, 2023 and 2022, respectively. Average non-interest bearing demand deposits increased 1.17% to $988,620,000 for the nine months ended September 30, 2023 compared to $977,164,000 for the same period in 2022. The ratio of average non-interest bearing demand deposits to average total deposits increased to 45.58% in the nine months ended September 30, 2023 compared to 45.41% for the same period in 2022.

Net interest income before the provision for credit losses for the nine months ended September 30, 2023 increased by $4,742,000 or 8.24% to $62,313,000 compared to $57,571,000 for the same period in 2022. The increase was a result of yield changes, asset mix changes, and an increase in average earning assets, offset by an increase in interest expense on average interest bearing liabilities.

Provision for Credit Losses on Loans

The following table sets forth information regarding our provisions for credit losses on loans, charge-offs and recoveries and ending allowance for credit losses for loans at the dates and for the periods indicated:

(Dollars in thousands)

39

Managing high-risk credits includes developing a business strategy with the customer to mitigate our potential 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. Management believes that the level of allowance for credit losses has been adjusted accordingly.

During the three and nine month periods ended September 30, 2023, the Company recorded a $265,000 and $967,000 provision for credit losses on loans, respectively, compared to $495,000 provision during the three and nine month periods ended September 30, 2022.

The Company had net charge-offs totaling $194,000 and $7,000 for the three months ended September 30, 2023 and 2022, respectively, and net charge-offs of $191,000 for the nine months ended September 30, 2023. The Company had net recoveries totaling $266,000 for the nine months ended September 30, 2022.

The Company has 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 September 30, 2023, there were $24,740,000 in classified loans of which $279,000 related to commercial and industrial loans, $1,366,000 to agricultural production, $2,126,000 to owner occupied real estate, $18,380,000 to real estate construction and other land loans, $2,362,000 to non-owner occupied real estate, $196,000 to farmland, and $31,000 to consumer. This compares to $27,783,000 in classified loans of which $1,655,000 related to commercial and industrial loans, $5,399,000 to agricultural production, $2,169,000 to owner occupied real estate, $15,024,000 to real estate construction and other land loans, $2,412,000 to non-owner occupied real estate, $824,000 to farmland, $266,000 to 1-4 family revolving, and $34,000 to consumer as of December 31, 2022.

Non-Interest Income

Non-interest income is comprised of customer service charges, loan placement fees, net gains/losses on sales and calls of investment securities, appreciation in cash surrender value of bank-owned life insurance, FHLB dividends, and other income. Non-interest income was $1,583,000 for the three months ended September 30, 2023 compared to $1,480,000 for the same period in 2022. The $103,000 or 6.96% increase in non-interest income during the three months ended September 30, 2023 was primarily driven by an increase of $191,000 in other income. The increase in other income was the result of increased miscellaneous fee activity. These increases were partially offset by decreases in loan placement fees of $36,000 and a decrease in service charge income of $99,000.

Non-interest income was $4,752,000 for the nine months ended September 30, 2023 compared to $4,084,000 for the same period in 2022. The $668,000 or 16.36% increase in non-interest income during the nine months ended September 30, 2023 was primarily driven by a positive change of $481,000 in net realized losses on sales and calls of investment securities from $777,000 at September 30, 2022 to $296,000 at September 30, 2023 and an increase of $801,000 in other income. The increase in other income was primarily the result of less loss on equity investments recognized during the periods. These increases were partially offset by decreases in loan placement fees of $307,000 and a decrease in service charge income of $426,000.

The Bank holds stock from the Federal Home Loan Bank (“FHLB”) of San Francisco in conjunction with our borrowing capacity and generally earns quarterly dividends. We currently hold $7,136,000 in FHLB stock. We received dividends totaling $134,000 and $349,000 in the three and nine months ended September 30, 2023, respectively, compared to $91,000 and $258,000 for the three and nine months ended September 30, 2022, respectively.

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

(Dollars in thousands)

Non-Interest Expenses

Salaries and employee benefits, occupancy and equipment, information technology, regulatory assessments, professional services, internet banking, and data processing are the major categories of non-interest expenses. Non-interest expenses increased $633,000 or 4.94% to $13,436,000 for the three months ended September 30, 2023, compared to $12,803,000 for the three months ended September 30, 2022. The net increase for the three months ended September 30, 2023 was primarily the result increases in professional services of $229,000, regulatory assessments of $134,000, information technology of $36,000, and directors’ expenses of $59,000, partially offset by a decrease of the amortization of core deposit intangibles of $139,000 and occupancy and equipment expense of $127,000.

Non-interest expenses increased $4,115,000 or 11.33% to $40,446,000 for the nine months ended September 30, 2023, compared to $36,331,000 for the nine months ended September 30, 2022. The net increase for the nine month period was primarily the result of increases in salaries and employee benefits of $1,982,000, professional services of $625,000, directors’ expenses of $280,000, and information technology of $232,000, partially offset by a decrease of the amortization of core deposit intangible of $351,000.

Salaries and employee benefits increased $1,982,000 or 9.22% to $23,483,000 for the first nine months of 2023 compared to $21,501,000 for the nine months ended September 30, 2022. The increase in salaries and benefits and director expenses was primarily due to credits in post-retirement costs recorded in the prior year, a result of changes in the discount rate compared to expense in the current period. Additionally, increases in salaries and benefits were a reflection of salary adjustments due to market conditions. Full time equivalent employees were 248 for the nine months ended September 30, 2023, compared to 249 for the nine months ended September 30, 2022.

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

(Dollars in thousands)

Provision for Income Taxes

Our effective income tax rate was 24.72% and 24.87% and for the three and nine month periods ended September 30, 2023, respectively, compared to 23.51% and 23.43% for the three and nine month periods ended September 30, 2022, respectively. The Company reported an income tax provision of $2,098,000 and $6,501,000 for the three and nine month periods ended September 30, 2023, respectively, compared to $1,962,000 and $5,817,000 for the three and nine month periods ended September 30, 2022, respectively.

The effective tax rate was affected by a decrease in the amount of tax-exempt interest recognized during the three and nine month periods ended September 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of tax expense in the consolidated statements of income. If deemed necessary, the Company maintains a reserve for uncertain income taxes where the merits of the position taken or the amount of the position that would be ultimately sustained upon examination do not meet a more-likely-than-not criteria. As of September 30, 2023 and December 31, 2022, there was no reserve for uncertain tax positions.

FINANCIAL CONDITION

Summary of Changes in Consolidated Balance Sheets

Total assets were $2,435,359,000 as of September 30, 2023, compared to $2,422,519,000 at December 31, 2022, an increase of 0.53% or $12,840,000. Total gross loans were $1,275,411,000 at September 30, 2023, compared to $1,256,304,000 at December 31, 2022, an increase of $19,107,000 or 1.52%. Total cash and cash equivalents increased 139.25% or $43,405,000 to $74,575,000 at September 30, 2023 compared to $31,170,000 at December 31, 2022. The investment portfolio decreased 3.30% or $57,255,000 to $903,235,000 at September 30, 2023 compared to $960,490,000 at December 31, 2022. Total deposits increased 2.34% or $49,193,000 to $2,148,842,000 at September 30, 2023, compared to $2,099,649,000 at December 31, 2022. Shareholders’ equity increased $6,990,000 or 4.00% to $181,650,000 at September 30, 2023, compared to $174,660,000 at December 31, 2022. The increase in shareholders’ equity was driven by the retention of earnings, issuance of common stock, partially offset by the change in unrealized loss and dividends paid. Accrued interest payable and other liabilities was $35,159,000 at September 30, 2023, compared to $32,611,000 at December 31, 2022, an increase of $2,548,000.

Investments

Our investment portfolio consists primarily of private label mortgage, U.S. Government sponsored entities and agencies collateralized by residential mortgage backed obligations, asset backed securities (PLMABS), corporate debt securities, 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 September 30, 2023, investment securities with a fair value of $328,700,000, or 36.65% of our investment securities portfolio, were held as collateral for public funds, short and long-term borrowings, treasury, tax, and for other purposes.

The level of our investment portfolio as a percentage of our total earning assets is generally considered higher than our peers due primarily to a comparatively low loan-to-deposit ratio. Our loan-to-deposit ratio at September 30, 2023 was 59.35% compared to 59.83% at December 31, 2022 and 53.94% at September 30, 2022. The total investment portfolio decreased 3.30% or $57,255,000 to $903,235,000 at September 30, 2023 compared to $960,490,000 at December 31, 2022. The fair value of the available-for-sale investment portfolio reflected a net unrealized loss of $101,302,000 at September 30, 2023, compared to net unrealized losses of $91,643,000 at December 31, 2022 and $80,011,000 at September 30, 2022.

See Note 2 of the Notes to Consolidated Financial Statements (unaudited) included in this report for carrying values and estimated fair values of our investment securities portfolio.

Loans

Total gross loans increased $19,107,000 or 1.52% to $1,275,411,000 as of September 30, 2023, compared to $1,256,304,000 as of December 31, 2022.

The following table sets forth information concerning the composition of our loan portfolio at the dates indicated:

As of September 30, 2023, in management’s judgment, a concentration of loans existed in loans commercial real estate representing approximately 63.2% of total loans. This level of concentration of commercial real estate is consistent with 61.4% of total loans at December 31, 2022. Although management believes 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 non-performing 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 does not engage in any sub-prime mortgage lending activities.

At September 30, 2023, loans acquired in the Folsom Lake Bank (FLB), Sierra Vista Bank (SVB) and Visalia Community Bank (VCB) acquisitions had a balance of $63,155,000, of which $1,701,000 were commercial loans, $57,187,000 were real estate loans, and $4,267,000 were consumer loans. 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.

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.

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 (i) it is maintained on a cash basis because of deterioration in the financial condition of the borrower; (ii) payment in full of principal or interest under the original contractual terms is not expected; or (iii) 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.

At September 30, 2023 and December 31, 2022 there were no nonperforming assets.

Allowance for Credit Losses on Loans

For additional information regarding provisions to credit losses on loans, see “Provision for credit losses on loans” above. Based on the current conditions of the loan portfolio, management believes that the $15,534,000 is adequate to absorb current expected credit losses in the Company’s loan portfolio. The following table summarizes the allocation for the allowance for credit losses by loan type as of the dates indicated (in thousands):

As of September 30, 2023, the balance in the allowance for credit losses (ACL) on loans was $15,534,000, or 1.22% of total gross loans, compared to $10,848,000, or 0.86% of total gross loans, as of December 31, 2022. The increase is attributed to the impact of the adoption of ASU 2016-13 and increases in the balance of the Company’s loan portfolio. The balance of unfunded commitments to extend credit on construction and other loans and letters of credit was $271,215,000 as of September 30, 2023, compared to $288,141,000 as of December 31, 2022. At September 30, 2023 and December 31, 2022, the balance of the reserve for unfunded commitments was $725,000 and $110,000, respectively. The reserve for unfunded commitments is calculated by management using appropriate, systematic, and consistently applied processes. While related to credit losses, this allocation is not a part of the ACL on loans and is considered separately as a liability for accounting and regulatory reporting purposes.

The following table illustrates and sets forth additional analysis which portrays the trends that are occurring in the loan portfolio.

(Dollars in thousands)

Deposits

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, are insured by the FDIC up to standard maximum deposit insurance amount of $250,000 for each deposit insurance ownership category.

Total deposits increased $49,193,000 or 2.34% to $2,148,842,000 as of September 30, 2023, compared to $2,099,649,000 as of December 31, 2022. Interest-bearing deposits increased $115,252,000 or 11.05% to $1,158,334,000 as of September 30, 2023, compared to $1,043,082,000 as of December 31, 2022. Non-interest bearing deposits decreased $66,059,000 or 6.25% to $990,508,000 as of September 30, 2023, compared to $1,056,567,000 as of December 31, 2022. Average non-interest bearing deposits to average total deposits was 45.58% for the nine months ended September 30, 2023 compared to 45.41% for the same period in 2022.

The composition of the deposits and year-to-date average interest rates at September 30, 2023 and December 31, 2022 is summarized in the table below.

(Dollars in thousands)

As of September 30, 2023 there was $883,505,000 in uninsured deposits or 41.12% of total deposits, compared to $975,791,000 and 46.47% as of December 31, 2022.

Other Borrowings

As of September 30, 2023 the Company had no Federal Home Loan Bank (“FHLB”) of San Francisco advances. At December 31, 2022 the Company had $46,000,000 in FHLB advances. We maintain a line of credit with the FHLB collateralized by government securities and loans. Refer to the Liquidity section below for further discussion of FHLB advances.

Capital

Capital serves as a source of funds and helps protect depositors and shareholders against potential losses. Historically, the primary source of capital for the Company has been through retained earnings.

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 $181,650,000 at September 30, 2023, compared to $174,660,000 at December 31, 2022. The increase from December 31, 2022 in shareholders’ equity is the result of an increase in retained earnings from net income of $19,642,000, stock issued under the employee stock purchase plan of $163,000, and the effect of share-based compensation expense of $689,000, offset by common stock cash dividends of $4,238,000, an increase in accumulated other comprehensive loss of $5,534,000, and the adoption of ASU 2016-13 of $3,731,000.

During the first nine months of 2023, the Company declared and paid $4,238,000 in cash dividends ($0.36 per common share) to holders of common stock. The Company declared and paid $4,231,000 in cash dividends ($0.36 per common share) to holders of common stock during the nine months ended September 30, 2022.

The following table presents the Company’s regulatory capital ratios as of September 30, 2023 and December 31, 2022.

(Dollars in thousands)

The following table presents the Bank’s regulatory capital ratios as of September 30, 2023 and December 31, 2022.

(Dollars in thousands)

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 Board of Director’s Asset/Liability Committees. This process is intended to ensure the maintenance of sufficient funds to meet our needs, including adequate cash flow 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 with correspondent banks, and advances from the Federal Home Loan Bank of San Francisco. 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 September 30, 2023, the Company had unpledged securities totaling $574,535,000 available as a secondary source of liquidity and total cash and cash equivalents of $74,575,000. Cash and cash equivalents at September 30, 2023 increased 139.25% compared to $31,170,000 at December 31, 2022. Primary uses of funds include withdrawal of and interest payments on deposits, originations and purchases of loans, purchases of investment securities, and payment of operating expenses.

As a means of augmenting our liquidity, we have established federal funds lines with our correspondent banks. At September 30, 2023, our available borrowing capacity includes approximately $110,000,000 in unsecured credit lines with our correspondent banks, $340,197,000 in unused FHLB secured advances, a $4,242,000 secured credit line at the Federal Reserve Bank, and $37,245,000 available under the Federal Reserve’s Bank Term Loan Funding Program. We believe our liquidity sources to be stable and adequate. At September 30, 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 September 30, 2023 and December 31, 2022:

The liquidity of the 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 California statutes and the regulations.

Our results of operations are highly dependent upon our ability to manage interest rate risk. We consider interest rate risk to be a significant market risk that could have a material effect on our financial condition and results of operations. Interest rate risk is measured and assessed on a quarterly basis.

As of the end of the period covered by this report, management, including the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures with respect to the information generated for use in this Quarterly Report. The evaluation was based in part upon reports provided by a number of executives. Based upon, and as of the date of the evaluation of the disclosure controls and procedures, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by the Company in the reports that it files or submits is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

There was no change in the Company’s internal controls over financial reporting during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

In designing and evaluating disclosure controls and procedures, the Company’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurances of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The following discussion supplements the discussion of risk factors affecting us as set forth in Part I, Item 1A. Risk Factors, of our 2022 Annual Report on Form 10-K. The discussion of risk factors, as so supplemented, provides a description of some of the important risk factors that could affect our actual results and could cause our results to vary materially from those expressed in public statements or documents. However, other factors besides those included in the discussion of risk factors, as so supplemented, or discussed elsewhere in other of our reports filed with or furnished to the SEC could affect our business or results.

Recent negative developments affecting the banking industry, and resulting media coverage, have eroded customer confidence in the banking system.

The recent high-profile bank failures involving Silicon Valley Bank, Signature Bank and First Republic Bank have generated significant market volatility among publicly traded bank holding companies. These market developments have negatively impacted customer confidence of the safety and soundness in the financial securities industry. As a result, customers may choose to maintain deposits with larger financial institutions or invest in higher yielding short-term fixed income securities, all of which could materially adversely impact the Company’s liquidity, loan funding capacity, net interest margin, capital and results of operations. While the Department of the Treasury, the Federal Reserve, and the FDIC have made statements ensuring that depositors of these recently failed banks would have access to their deposits, including uninsured deposit accounts, there is no guarantee that such actions will be successful in restoring customer confidence in the banking system more broadly.

In addition, the banking operating environment and public trading prices of banking institutions can be highly correlated, in particular during times of stress, which could adversely impact the trading prices of our common stock.

These recent events may also result in potentially adverse changes to laws or regulations governing banks and bank holding companies or result in the impositions of restrictions through supervisory or enforcement activities, including higher capital requirements, which could have a material impact on our business. The cost of resolving the recent bank failures may prompt the FDIC to increase its premiums above the recently increased levels or to issue additional special assessments.

Rising interest rates have decreased the value of the Company’s securities portfolio, and the Company could realize losses if it were required to sell such securities to meet liquidity needs.

As a result of inflationary pressures and the resulting rapid increases in interest rates over the last year, the fair value of our securities classified as available-for-sale has declined, resulting in unrealized losses embedded in accumulated other comprehensive loss as a part of shareholders’ equity. If the Company were required to sell such securities to meet liquidity needs, including in the event of deposit outflows or slower deposit growth, it may incur losses.

The loss of our deposit clients or substantial reduction of our deposit balances could force us to fund our business with more expensive and less stable funding sources.

As of September 30, 2023, deposits from our top 100 client relationships accounted for, in the aggregate, 23.08% of our total deposits. The deposits not insured by the FDIC (approximately $883.5 million of uninsured deposits, or 41.12%, of our total deposits of $2.1 billion at September 30, 2023) could present a heightened risk of withdrawal, if such depositors materially decreased the volume of those deposits and it could reduce our liquidity. We have traditionally obtained funds through deposits for use in lending and investment activities. The interest rates stated for borrowings typically exceed the interest rates paid on deposits. Deposit outflows can occur for a number of reasons, including; clients may seek investments with higher yields, clients with uninsured deposits may seek greater financial security during prolonged periods of volatile and unstable market conditions. If a significant portion of our deposits were withdrawn, we may need to rely more heavily on more expensive borrowings and other sources of funding to fund our business and meet withdrawal demands, adversely affecting our net interest margin. The occurrence of any of these events could materially and adversely affect our business, results of operations and financial condition.

Changes in economic, market and political conditions can adversely affect our operating results and financial condition.

We are subject to macroeconomic and interest rate risk due to domestic and global economic instability that has resulted in higher inflation than the United States has experienced in more than 40 years. The global economic impact from the geopolitical events in Europe that is contributing to rising energy and commodity prices, as well as the on-going supply chain disruptions have resulted in inflationary pressures and increases to prevailing interest rates. The Federal Reserve’s Open Market Committee (“FOMC”) last raised the target range for the federal funds rate from 5.00% - 5.25% to 5.25% - 5.50% on July 26, 2023, resulting in a cumulative increase of 375 basis points from July of 2022. These recent increases in prevailing interest rates and the expectation that further increases are likely will impact both our customers and many aspects of our business. Higher interest rates will not only impact the interest we receive on loans and investment securities and the amount of interest we pay our depositors, but could also impact our ability to grow loans and deposits. Rising interest rates, higher commodity prices, and supply chain issues and an overall slowdown in economic growth could also impact the fair value of our assets and adversely impact our asset quality.

The occurrence of fraudulent activity, breaches or failures of information security controls or cybersecurity-related incidents to either our information systems or information systems provided by third party vendors could have a material adverse effect on our business, financial condition and results of operations.

As a financial institution, we are susceptible to fraudulent activity, information security breaches and other cybersecurity-related incidents and attacks that may be committed against us, our customers or our key vendors and business partners, which in turn may result in financial losses or increased costs to us, our customers, or our key vendors and business partners, disclosure or misuse of our information or our customer information, theft or misappropriation of assets (including bank or customer funds), privacy breaches against us or our customers, litigation, regulatory enforcement action, and damage to our reputation. The U.S. government has warned financial institutions of the potential increase in the frequency and severity of malicious cyber-attacks and other activities involving critical infrastructure, specifically including the financial sector, and has encouraged the banking sector to enhance cyber-defenses, and these risks have increased in connection with the current conflict in Europe initiated by Russia against Ukraine. While the Company has taken measures to protect its own and customer funds and confidential information against cyber-attacks, as well as other malicious activities, there can be no assurance that such measures will be successful in thwarting such attacks and activities.

Risks Related to our Recently Announced Merger Agreement

Failure to consummate our announced merger with Community West, or a delay in consummating the merger, could negatively impact the market price of our common stock and could have a material adverse effect on our business, financial condition and results of operations.

On October 10, 2023, we entered into an into an agreement and plan of reorganization and merger with Community West providing for the merger of Community West with and into the Company, with the Company as the surviving entity, (the “Merger”). Immediately following the Merger CWB will merge with and into CVCB, with CVCB surviving the Merger (the “Bank Merger”). In connection with the Merger and Bank Merger, the Company and CVCB will be re-named Community West and Community West Bank, respectively, to reflect the combined companies. The transaction is expected to be completed in the second quarter of 2024 pending shareholder and regulatory approvals and the satisfaction of other customary closing conditions. We have incurred substantial expenses in connection with the negotiation and preparations for completion of the transactions contemplated by the Merger. If the Merger is not completed, we will have incurred these expenses without realizing the expected benefits of the Merger. If the Merger and Bank Merger are not consummated for any reason, our ongoing business, financial condition and results of operations may be materially adversely affected and the market price of our common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the Merger will be consummated. If the consummation of the Merger is delayed, including by the receipt of a competing acquisition proposal or by reason of litigation, our business, financial condition and results of operations may also be materially adversely affected. In addition, our business may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Merge, without realizing any of the anticipated benefits of completing the Merger.

We may fail to realize the anticipated benefits of the Merger.

The success of the Merger will depend on, among other things, our ability to combine our business with those of Community West and CWB. If we are not able to successfully achieve this objective, the anticipated benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected. Each of the Company, Community West, CVCB and CWB have operated and, until the consummation of the Merger, will continue to operate independently. It is possible that the integration process or other factors could result in the disruption of our ongoing business or inconsistencies in standards, controls, procedures and policies. It is also possible that clients, customers, depositors and counterparties of CVCB and CWB could choose to discontinue their relationships with the combined company post-merger, which would adversely affect the future performance of the combined company. These transition matters could have an adverse effect on the Company, Community West, CVCB and CWB during the pre-merger period and for an undetermined time after the consummation of the Merger.

The Company, CVCB, Community West and CWB will be subject to business uncertainties and contractual restrictions while the Merge is pending that could adversely affect their respective businesses.

The parties’ efforts to complete the Merger could cause substantial disruptions in the Company’s, CVCB’s, Community West’s and CWB’s respective businesses, which could have an adverse effect on their respective financial results. Among other things, uncertainty as to whether the Merger will be completed may affect the ability of each of the parties to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the merger is pending because employees may experience uncertainty about their future roles with the combined company.

Uncertainty as to the future could adversely affect the Company’s, CVCB’s, Community West and/or CWB respective businesses, reputation and relationships with potential depositors, borrowers and vendors. For example, vendors, customers and others who deal with the Company, CVCB, Community West, or CWB could defer decisions concerning working with such company, or seek to change existing business relationships with such company. Further, a substantial amount of the attention of management and employees of each company is being directed toward the completion of the Merger and thus is being diverted from such company’s day-to-day operations because matters related to the Merger (including integration planning) require substantial commitments of time and resources.

In addition, the merger agreement restricts the Company and Community West from taking certain actions without the other party’s consent while the Merger is are pending. These restrictions may, among other matters, prevent the Company and Community West from pursuing otherwise attractive business opportunities, selling assets, changing the capital structure, entering into other transactions or making other changes to its respective business prior to consummation of the Merger or termination of the merger agreement. These restrictions could have a material adverse effect on the Company’s, CVCB’s, Community West’s and CWB’s business, financial condition and results of operations.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated in the merger agreement may be completed, various approvals must be obtained from the bank regulatory and other governmental authorities. These governmental entities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the Merger or of imposing additional costs or limitations on us following the Merger. The regulatory approvals may not be received at any time, may not be received in a timely fashion, or may contain conditions on the completion of the Merger that are not anticipated or cannot be met. It is a condition to closing of the Merger that no regulatory approval shall contain or shall have resulted in, or reasonably be expected to result in the imposition of, any burdensome condition on the combined company following the merger.

The merger agreement may be terminated in accordance with its terms and the merge may not be completed.

The merger agreement and Merger is subject to a number of conditions which must be fulfilled in order to complete the Merger. Those conditions include: approval of the merger agreement by the respective shareholders of the Company and Community West, receipt of requisite regulatory approvals subject to certain limitations set forth in the merger agreement, absence of orders prohibiting completion of the mergers, effectiveness of the registration statement relating to our common stock to be issued in the merger and listing of such shares on the Nasdaq Capital Market, issuance of favorable tax opinions, the continued accuracy of the representations and warranties by the parties, the absence of a material adverse effect on the parties, and the performance by the parties of their covenants and agreements. These conditions to the closing of the Merger may not be fulfilled and, accordingly, the Merger may not be completed. Under the merger agreement, if the merger is not completed by June 30, 2024 (subject to up to a 90 day extension to obtain regulatory approval), either party to the Merger agreement may choose not to proceed with the merger, and the parties can mutually decide to terminate the merger agreement at any time, before or after shareholder approval. In addition, under the merger agreement the Company and Community West, as applicable may elect to terminate the merger agreement in certain other circumstances. If the merger agreement is terminated under these circumstances, Community West may be required to pay a termination fee of $4.0 million to us.

We expect to incur substantial expenses related to the Merger.

We expect to incur substantial expenses in connection with consummation of the Merger and combining the business, operations, networks, systems, technologies, policies and procedures of Community West and CWB. Although we have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of our expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the Merger could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of the Merger. As a result of these expenses, we expect to take charges against our earnings before and after the completion of the Merger. The charges taken in connection with the Merger are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.

The merger agreement with Community West provides for a fixed exchange ratio and will not adjust in the event of changes in the price of either the Company’s or Community West common stock and, therefore, the value of the merger consideration in the Merger is subject to change.

The merger agreement provides that each Community West common share will be converted into the right to receive a fixed exchange ratio of a share of our common stock upon completion of the Merger. The exchange ratio is fixed. No adjustments to the exchange ratio will be made based on changes in the price of Community West or our common stock prior to the completion of the Merger. Changes in stock prices may result from a variety of factors, including, among others, general market and economic conditions, changes in our respective businesses, operations and prospects, market assessment of the likelihood that the Merger will be completed as anticipated or at all, and regulatory considerations. Many of these factors are uncertain and beyond the parties control.