# Community West Bancshares: Form 10-Q for the period ended Sep 30, 2024

- Company: [Community West Bancshares](/companies/cwbc.md) (CIK 1127371)
- Form: 10-Q
- Filed: 2024-11-06
- Accepted by EDGAR: Nov 6, 2024, 20:17 ET
- Period: 2024-09-30
- Accession: 0001628280-24-045661
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1127371/000162828024045661/cvcy-20240930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1127371/000162828024045661/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Income tax | 3 months, 2024-07-01 to 2024-09-30 | $775.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2024-01-01 to 2024-09-30 | $312.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-07-01 to 2024-09-30 | $3.4m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2024-01-01 to 2024-09-30 | $771.0k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-07-01 to 2024-09-30 | $0.18 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2024-01-01 to 2024-09-30 | $0.05 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-07-01 to 2024-09-30 | $0.18 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2024-01-01 to 2024-09-30 | $0.05 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-07-01 to 2024-09-30 | 18,965,434 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2024-01-01 to 2024-09-30 | 16,575,361 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2024-01-01 to 2024-09-30 | $21.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2024-01-01 to 2024-09-30 | $3.4m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2024-01-01 to 2024-09-30 | $6.0m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 9 months, 2024-01-01 to 2024-09-30 | $38.0k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2024-09-30 | $149.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2024-09-30 | $3.53bn | us-gaap:Assets |
| Total liabilities | at 2024-09-30 | $3.17bn | us-gaap:Liabilities |
| Shareholders' equity | at 2024-09-30 | $363.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 64,176 characters.

### General

We are a central California-based bank holding company for a one-bank subsidiary, Community West Bank (the “Bank”). On April 1, 2024 (the “Effective Time”), Central Valley Community Bancorp (“Central Valley”) completed its merger transaction with Community West Bancshares (“Community West”), in accordance with the terms and conditions of the Agreement and Plan of Reorganization and Merger, dated as of October 10, 2023, by and among Central Valley and Community West (the “Merger Agreement”). At the Effective Time, Community West merged with and into the Central Valley, with Central Valley being the surviving entity (the “Corporate Merger”). Following the Corporate Merger, Community West Bank, a wholly owned subsidiary of Community West, (“CWB”) merged with and into Central Valley Community Bank, a wholly-owned subsidiary of Central Valley, (“CVCB”) with CVCB being the surviving banking institution (the “Bank Merger”, and collectively with the Corporate Merger, the “Mergers”). Effective with the Mergers, the corporate name of the Central Valley and CVCB were changed to Community West Bancshares and Community West Bank, respectively.

As of result of the merger, we now offer 26 full-service banking centers covering greater Sacramento in the north, throughout the San Joaquin Valley 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.

### Dividend Declared

On October 23, 2024, the Board of Directors declared a $0.12 per share cash dividend payable on November 22, 2024 to shareholders of record as of November 8, 2024.

### 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.

### 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 2023 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, 2024 included the following:

- The Company reported net income during the third quarter of $3.4 million, or earnings per diluted common share of $0.18, compared to a net loss of $6.3 million and $0.33, respectively, in the second quarter of 2024. The loss during the second quarter and reduced earnings during the third quarter was attributable to merger-related expenses, including a provision for loan losses for the acquired loan portfolio during the second quarter. In addition, the Company realized a loss on sale of securities in both the second and third quarter. See Non-GAAP financial measures below.
- The amortized cost of available-for-sale investment securities decreased $115.7 million or 17.3% at September 30, 2024 compared to December 31, 2023. During the year-to-date period, the Company received $64.2 million in proceeds from the sale of available-for-sale investment securities, with the remaining decrease due to normal pay downs, calls and maturities. Proceeds were used to fund loan growth as part of strategic repositioning of the balance sheet to improve future earnings.
- Total gross loans of $2.3 billion at September 30, 2024 increased by 77.96% or $1.0 billion compared to December 31, 2023 largely due to the merger, which the fair value of the acquired loans totaled $920.1 million. Excluding the acquired loans, gross loans increased by $86.2 million or 6.68% during the year-to-date period.
- Total assets increased by $1.1 billion or 45.12% at September 30, 2024 compared to December 31, 2023 as a result of the merger.
- Total deposits of $2.9 billion at September 30, 2024 increased by 43.11% or $880.1 million compared to December 31, 2023, primarily due to the merger, which the fair value of the acquired deposits totaled $844.0 million. Excluding the merger, deposits decreased $36.0 million or 1.77%.
- Total cost of deposits decreased to 1.69% for the quarter ended September 30, 2024 compared to 1.71% for the quarter ended June 30, 2024.
- Average non-interest bearing demand deposit accounts as a percentage of total average deposits was 37.16% and 37.36% for the quarters ended September 30, 2024 and June 30, 2024, respectively.
- Net interest margin increased to 3.69% for the quarter ended September 30, 2024, from 3.65% for the quarter ended June 30, 2024.
- There were $3.3 million non-performing assets for the quarter ended September 30, 2024 as the result of the acquired loans from the merger. Net loan recoveries were $162,000 for the quarter ended September 30, 2024 and loans delinquent 30 days or more were $6.5 million as of September 30, 2024.
- Capital positions remain strong at September 30, 2024 with a 9.38% Tier 1 Leverage Ratio; a 11.12% Common Equity Tier 1 Ratio; a 11.30% Tier 1 Risk-Based Capital Ratio; and a 13.55% Total Risk-Based Capital Ratio.
- The Company declared a $0.12 per common share cash dividend, payable on November 22, 2024 to shareholders of record as of November 8, 2024.

### 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)*

|  | Three months ended September 30, 2024 | June 30, 2024 | September 30, 2023 | Nine months ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Net interest income before provision for credit losses | $30,214 | $29,057 | $20,527 | $78,343 | $62,313 |
| (Credit) provision for credit losses | (518) | 9,831 | 186 | 9,889 | 476 |
| Net interest income after (credit) provision for credit losses | 30,732 | 19,226 | 20,341 | 68,454 | 61,837 |
| Total non-interest income | 1,105 | 1,400 | 1,583 | 4,142 | 4,752 |
| Total non-interest expenses | 27,677 | 28,503 | 13,436 | 71,513 | 40,446 |
| Income (loss) before provision for income taxes | 4,160 | (7,877) | 8,488 | 1,083 | 26,143 |
| Provision (benefit) for income taxes | 775 | (1,587) | 2,098 | 312 | 6,501 |
| Net income (loss) | $3,385 | $(6,290) | $6,390 | $771 | $19,642 |

During the three months and nine months ended September 30, 2024, the Company reported net income of $3,385,000 and $771,000, respectively. The reduced earnings are attributable to merger-related expenses, including a provision for loan losses for the acquired loan portfolio during the second quarter of 2024. In addition, the Company realized a loss on sale of securities in both the second and third quarter. Basic and diluted earnings per share for the three months and nine months ended September 30, 2024 were $0.18 and $0.05, respectively. Basic and diluted earnings per share for the three months and nine months ended September 30, 2023 were $0.54 and $1.67, respectively. During the three and nine months ended September 30, 2024, the Company recorded a $518,000 credit and $9,889,000 provision for credit losses, compared to a $186,000 credit and $476,000 provision during the three and nine months ended September 30, 2023.

### 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.

### Reconciliation of GAAP and Non-GAAP Financial Measures

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

| NET (LOSS) INCOME: | For the Three Months Ended September 30, 2024 | June 30, 2024 | September 30, 2023 | For the Nine Months Ended September 30, 2024 | September 30, 2023 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Net (loss) income (GAAP) | $3,385 | $(6,290) | $6,390 | $771 | $19,642 |
| Merger and conversion related costs: |  |  |  |  |  |
| Provision for credit losses on non-purchased credit deteriorated loans | — | 10,877 | — | 10,877 | — |
| Personnel and severance | 547 | 2,985 | — | 3,532 | — |
| Professional services | 229 | 1,698 | 365 | 2,241 | 610 |
| Data processing | 1,975 | 693 | — | 2,668 | — |
| Other | 457 | 180 | — | 706 | — |
| Total merger and conversion related costs, net of taxes | 3,208 | 16,433 | 365 | 20,024 | 610 |
| Loss on sale of investment securities | 1,853 | 1,974 | 39 | 4,199 | 296 |
| Income tax benefit of non-core expenses | (1,496) | (5,441) | (119) | (7,160) | (268) |
| Comparable net income (non-GAAP) | $6,950 | $6,676 | $6,675 | $17,834 | $20,280 |
| **DILUTED EARNINGS PER SHARE:** |  |  |  |  |  |
| Weighted average diluted shares | 18,965,434 | 18,937,036 | 11,755,758 | 16,575,361 | 11,745,606 |
| Diluted (loss) earnings per share (GAAP) | $0.18 | $(0.33) | $0.54 | $0.05 | $1.67 |
| Comparable diluted earnings per share (non-GAAP) | $0.37 | $0.35 | $0.57 | $1.08 | $1.73 |
| **RETURN ON AVERAGE ASSETS** |  |  |  |  |  |
| Average assets | $3,541,444 | $3,468,433 | $2,502,985 | $3,078,175 | $2,474,977 |
| Return on average assets (GAAP) | 0.38% | (0.73)% | 1.02% | 0.38% | 1.06% |
| Comparable return on average assets (non-GAAP) | 0.78% | 0.77% | 1.07% | 0.77% | 1.09% |
| **RETURN ON AVERAGE EQUITY** |  |  |  |  |  |
| Average stockholders' equity | $353,018 | $334,809 | $187,979 | $300,879 | $185,002 |
| Return on average equity (GAAP) | 3.84% | (7.39)% | 13.60% | 3.84% | 14.16% |
| Comparable return on average equity (non-GAAP) | 7.87% | 7.98% | 14.20% | 11.85% | 21.92% |
| **EFFICIENCY RATIO** |  |  |  |  |  |
| Non-interest expense (GAAP) | $27,677 | $28,503 | $13,436 | $71,513 | $40,446 |
| Merger-related non-interest expenses | (3,208) | (5,556) | (365) | (9,147) | (610) |
| Non-interest expense (non-GAAP) | $24,469 | $22,947 | $13,071 | $62,366 | $39,836 |
| Net interest income | $30,214 | $29,057 | $20,527 | $78,343 | $62,313 |
| Non-interest income | $1,105 | $1,400 | $1,583 | $4,142 | $4,752 |
| Loss on sale of investment securities | $1,853 | $1,974 | $39 | $4,199 | $296 |
| Non-interest income (non-GAAP) | $2,958 | $3,374 | $1,622 | $8,341 | $5,048 |
| Efficiency ratio (GAAP) | 88.37% | 93.58% | 60.77% | 86.70% | 60.31% |
| Comparable efficiency ratio (non-GAAP) | 73.76% | 70.76% | 59.01% | 71.95% | 59.14% |

43

### 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.

### SCHEDULE OF AVERAGE BALANCES AND AVERAGE YIELDS AND RATES

*(Dollars in thousands)*

| ASSETS | For the Three Months Ended September 30, 2024 Average Balance | Interest Income/ Expense | Average Interest Rate | For the Three Months Ended September 30, 2023 Average Balance | Interest Income/ Expense | Average Interest Rate |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest-earning deposits in other banks | $118,906 | $1,537 | 5.17% | $109,199 | $1,481 | 5.42% |
| Securities |  |  |  |  |  |  |
| Taxable securities | 645,319 | 4,954 | 3.07% | 755,630 | 5,900 | 3.12% |
| Non-taxable securities (1) | 250,105 | 1,736 | 2.78% | 255,788 | 1,764 | 2.76% |
| Total investment securities | 895,424 | 6,690 | 2.99% | 1,011,418 | 7,664 | 3.03% |
| Total securities and interest-earning deposits | 1,014,330 | 8,227 | 3.24% | 1,120,617 | 9,145 | 3.26% |
| Loans (2) (3) | 2,278,313 | 37,422 | 6.53% | 1,266,296 | 17,692 | 5.54% |
| **Total interest-earning assets** | 3,292,643 | $45,649 | 5.52% | 2,386,913 | $26,837 | 4.46% |
| Allowance for credit losses | (25,040) |  |  | (15,300) |  |  |
| Non-accrual loans | 1,732 |  |  | — |  |  |
| Cash and due from banks | 32,303 |  |  | 28,680 |  |  |
| Bank premises and equipment | 21,602 |  |  | 11,461 |  |  |
| Other assets | 218,204 |  |  | 91,231 |  |  |
| Total average assets | $3,541,444 |  |  | $2,502,985 |  |  |
| **LIABILITIES AND SHAREHOLDERS’ EQUITY** |  |  |  |  |  |  |
| Interest-bearing liabilities: |  |  |  |  |  |  |
| Savings and NOW accounts | $476,620 | $249 | 0.21% | $454,151 | $169 | 0.15% |
| Money market accounts | 887,843 | 6,501 | 2.91% | 576,866 | 2,846 | 1.96% |
| Time certificates of deposit | 479,944 | 5,743 | 4.76% | 195,155 | 2,000 | 4.07% |
| Total interest-bearing deposits | 1,844,407 | 12,493 | 2.69% | 1,226,172 | 5,015 | 1.62% |
| Other borrowed funds | 202,676 | 2,578 | 5.09% | 69,691 | 924 | 5.30% |
| **Total interest-bearing liabilities** | 2,047,083 | $15,071 | 2.93% | 1,295,863 | $5,939 | 1.82% |
| Non-interest bearing demand deposits | 1,090,544 |  |  | 984,912 |  |  |
| Other liabilities | 50,799 |  |  | 34,231 |  |  |
| Shareholders’ equity | 353,018 |  |  | 187,979 |  |  |
| Total average liabilities and shareholders’ equity | $3,541,444 |  |  | $2,502,985 |  |  |
| Interest income and rate earned on average earning assets |  | $45,649 | 5.52% |  | $26,837 | 4.46% |
| Interest expense and interest cost related to average interest-bearing liabilities |  | 15,071 | 2.93% |  | 5,939 | 1.82% |
| **Net interest income and net interest margin (4)** |  | $30,578 | 3.69% |  | $20,898 | 3.47% |

(1) Calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling $365 and $371 at September 30, 2024 and September 30, 2023, respectively.

(2) Loan interest income includes loan (costs) fees of $(294) and $8 at September 30, 2024 and September 30, 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.

*(Dollars in thousands)*

| ASSETS | For the Nine Months Ended September 30, 2024 Average Balance | Interest Income/ Expense | Average Interest Rate | For the Nine Months Ended September 30, 2023 Average Balance | Interest Income/ Expense | Average Interest Rate |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest-earning deposits in other banks | $75,457 | $3,044 | 5.36% | $74,780 | $2,930 | 5.22% |
| Securities |  |  |  |  |  |  |
| Taxable securities | 680,516 | 15,782 | 3.08% | 768,187 | 17,612 | 3.06% |
| Non-taxable securities (1) | 252,516 | 5,271 | 2.77% | 256,615 | 5,321 | 2.76% |
| Total investment securities | 933,032 | 21,053 | 3.00% | 1,024,802 | 22,933 | 2.98% |
| Total securities and interest-earning deposits | 1,008,489 | 24,097 | 3.17% | 1,099,582 | 25,863 | 3.14% |
| Loans (2) (3) | 1,869,985 | 91,919 | 6.57% | 1,261,509 | 51,851 | 5.50% |
| **Total interest-earning assets** | 2,878,474 | $116,016 | 5.38% | 2,361,091 | $77,714 | 4.40% |
| Allowance for credit losses | (21,872) |  |  | (13,852) |  |  |
| Non-accrual loans | 834 |  |  | — |  |  |
| Cash and due from banks | 28,107 |  |  | 27,577 |  |  |
| Bank premises and equipment | 18,974 |  |  | 9,654 |  |  |
| Other assets | 173,658 |  |  | 90,507 |  |  |
| Total average assets | $3,078,175 |  |  | $2,474,977 |  |  |
| **LIABILITIES AND SHAREHOLDERS’ EQUITY** |  |  |  |  |  |  |
| Interest-bearing liabilities: |  |  |  |  |  |  |
| Savings and NOW accounts | $459,852 | $714 | 0.21% | $485,329 | $422 | 0.12% |
| Money market accounts | 726,613 | 15,070 | 2.77% | 531,226 | 6,105 | 1.54% |
| Time certificates of deposit | 367,266 | 13,994 | 5.09% | 163,611 | 4,363 | 3.57% |
| Total interest-bearing deposits | 1,553,731 | 29,778 | 2.56% | 1,180,166 | 10,890 | 1.23% |
| Other borrowed funds | 168,684 | 6,788 | 5.35% | 87,741 | 3,393 | 5.16% |
| **Total interest-bearing liabilities** | 1,722,415 | $36,566 | 2.83% | 1,267,907 | $14,283 | 1.51% |
| Non-interest bearing demand deposits | 1,018,611 |  |  | 988,620 |  |  |
| Other liabilities | 36,270 |  |  | 33,448 |  |  |
| Shareholders’ equity | 300,879 |  |  | 185,002 |  |  |
| Total average liabilities and shareholders’ equity | $3,078,175 |  |  | $2,474,977 |  |  |
| Interest income and rate earned on average earning assets |  | $116,016 | 5.12% |  | $77,714 | 4.40% |
| Interest expense and interest cost related to average interest-bearing liabilities |  | 36,566 | 2.64% |  | 14,283 | 1.51% |
| **Net interest income and net interest margin (4)** |  | $79,450 | 3.69% |  | $63,431 | 3.59% |

(1) Calculated on a fully tax equivalent basis, which includes Federal tax benefits relating to income earned on municipal bonds totaling $1,107 and $1,118 at September 30, 2024 and September 30, 2023, respectively.

(2) Loan interest income includes loan (costs) fees of $(505) and $27 at September 30, 2024 and September 30, 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 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)*

| Changes in Volume/Rate Increase (decrease) due to changes in: Interest income: | For the Three Months Ended September 30, 2024 and 2023 Volume | Rate | Net | For the Nine Months Ended September 30, 2024 and 2023 Volume | Rate | Net |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest-earning deposits in other banks | $131 | $(74) | $57 | $26 | $88 | $114 |
| Investment securities: |  |  |  |  |  |  |
| Taxable | (861) | (86) | (947) | (2,010) | 180 | (1,830) |
| Non-taxable (1) | (39) | 11 | (28) | (84) | 34 | (50) |
| Total investment securities | (900) | (75) | (975) | (2,094) | 214 | (1,880) |
| Loans | 14,100 | 5,630 | 19,730 | 25,012 | 15,056 | 40,068 |
| Total earning assets (1) | 13,331 | 5,481 | 18,812 | 22,944 | 15,358 | 38,302 |
| Interest expense: |  |  |  |  |  |  |
| Deposits: |  |  |  |  |  |  |
| Savings, NOW and MMA | 1,538 | 2,197 | 3,735 | 2,223 | 7,034 | 9,257 |
| Time certificate of deposits | 2,910 | 833 | 3,743 | 5,430 | 4,201 | 9,631 |
| Total interest-bearing deposits | 4,448 | 3,030 | 7,478 | 7,653 | 11,235 | 18,888 |
| Other borrowed funds | 1,772 | (118) | 1,654 | 3,124 | 271 | 3,395 |
| Total interest-bearing liabilities | 6,220 | 2,912 | 9,132 | 10,777 | 11,506 | 22,283 |
| Net interest income (1) | $7,111 | $2,569 | $9,680 | $12,167 | $3,852 | $16,019 |

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

### Comparison of the quarter ended September 30, 2024 and September 30, 2023

The Company’s net interest margin (fully tax equivalent basis), expressed as a percentage of average earning assets, increased 22 basis points to 3.69% for the third quarter of 2024, from 3.47% for the third quarter of 2023. Average interest earning assets were $3,292,643,000 for the three months ended September 30, 2024 compared to $2,386,913,000 for the three months ended September 30, 2023. The $905,730,000 increase in average earning assets was attributed to the $115,994,000 decrease in investment securities, partially offset by the $1,012,017,000 or 79.92% increase in average loans, and a $9,707,000 increase in interest-earning deposits. For the three months ended September 30, 2024, the effective yield on investment securities including Federal funds sold and interest-earning deposits in other banks decreased two basis points. The effective yield on loans increased 99 basis points. Average interest bearing liabilities increased 57.97% to $2,047,083,000 for the three months ended September 30, 2024, compared to $1,295,863,000 for the same period in 2023.

Interest and fee income from loans increased $19,730,000 or 111.52% for the three months ended September 30, 2024 compared to the same period in 2023. The yield on average loans, excluding nonaccrual loans, was 6.53% for the three months ended September 30, 2024 compared to 5.54% for the same period in 2023. The accretion from fair value marks on loans contributed 55 basis points to the loan yield for the three months ended September 30, 2024 compared to two basis points for the same period in 2023.

Interest income from interest-earning deposits in other banks increased $56,000 in the three months ended September 30, 2024 to $1,537,000 compared to $1,481,000 for the same period in 2023. The yield on average interest-earning deposits decreased twenty-five basis points to 5.17% for the three month period ended September 30, 2024 compared to 5.42% for the same period in 2023. Average interest-earning deposits for the three month period ended September 30, 2024 increased $9,707,000 or 8.89% to $118,906,000 compared to $109,199,000 for the same period in 2023.

Interest income from total investment securities decreased $974,000 in the three months ended September 30, 2024 to $6,690,000 compared to $7,664,000 for the same period in 2023. The yield on average total investment securities decreased four basis points to 2.99% for the three month period ended September 30, 2024 compared to 3.03% for the same period in 2023. Average total investment securities for the three month period ended September 30, 2024 decreased $115,994,000 or 11.47% to $895,424,000 compared to $1,011,418,000 for the same period in 2023.

Total interest income for the three months ended September 30, 2024 increased $18,819,000 or 71.11% to $45,285,000 compared to $26,466,000 for the three months ended September 30, 2023. The yield on interest earning assets increased 106 basis points to 5.52% on a fully tax equivalent basis for the three months ended September 30, 2024 from 4.46% for the period ended September 30, 2023. The increase was the result of yield changes, increase in interest rates, and asset mix changes.

Interest expense on deposits for the three months ended September 30, 2024 and 2023 was $12,493,000 and $5,015,000, respectively. The average interest rate on interest bearing deposits increased to 2.69% for the three months ended September 30, 2024 compared to 1.62% for the same period ended September 30, 2023. Average interest-bearing deposits increased 50.42% or $618,235,000 to $1,844,407,000 for the three months ended September 30, 2024 compared to $1,226,172,000 for the same period ended September 30, 2023.

Average other borrowed funds were $202,676,000 with an effective rate of 5.09% for the three months ended September 30, 2024 compared to $69,691,000 with an effective rate of 5.30% for the three months ended September 30, 2023. Total interest expense on other borrowed funds was $2,578,000 for the three months ended September 30, 2024 and $924,000 for the three months ended September 30, 2023.

The cost of interest-bearing liabilities increased 111 basis points to 2.93% for the three month period ended September 30, 2024 compared to 1.82% for the same period in 2023. The cost of total deposits increased to 1.69% compared to 0.90% for the three month periods ended September 30, 2024 and 2023, respectively. Average non-interest bearing demand deposits increased 10.73% to $1,090,544,000 for the three month period ended September 30, 2024 compared to $984,912,000 for the same period in 2023. The ratio of average non-interest bearing demand deposits to average total deposits decreased to 37.16% in the three month period ended September 30, 2024 compared to 44.54% for the same period in 2023.

Net interest income before the provision for credit losses for the three months ended September 30, 2024 increased by $9,687,000 or 47.19% to $30,214,000 compared to $20,527,000 for the same period in 2023. The increase was a result of the acquisition as of April 1, 2024, which increased interest income on average earnings assets, partially offset by an increase in interest expense on average interest bearing liabilities.

### Comparison of the nine months ended September 30, 2024 and September 30, 2023

The Company’s net interest margin (fully tax equivalent basis), expressed as a percentage of average earning assets, increased 10 basis points to 3.69% for the nine months ended September 30, 2024, from 3.59% for the same period of 2023. Average interest earning assets were $2,878,474,000 for the nine months ended September 30, 2024 compared to $2,361,091,000 for the nine months ended September 30, 2023. The $517,383,000 increase in average earning assets was attributed to the $608,476,000 or 48.23% increase in average loans, partially offset by the $91,770,000 decrease in average total investment securities. For the nine months ended September 30, 2024, the effective yield on loans increased 107 basis points. Average interest bearing liabilities increased 35.85% to $1,722,415,000 for the nine months ended September 30, 2024, compared to $1,267,907,000 for the same period in 2023.

Interest and fee income from loans increased $40,068,000 or 77.28% for the nine months ended September 30, 2024 compared to the same period in 2023. Net interest income during the first nine months of 2024 was impacted by an increase in average total loans of $608,476,000 or 48.23% to $1,869,985,000 compared to $1,261,509,000 for the same period in 2023. The yield on average loans, excluding nonaccrual loans, was 6.57% for the nine months ended September 30, 2024 compared to 5.50% for the same period in 2023. The impact to interest income from the accretion of the loan marks on acquired loans was $6,497,000 and $209,000 for the nine months ended

September 30, 2024 and 2023, respectively. The accretion from fair value marks on loans contributed 47 basis points to the loan yield for the nine months ended September 30, 2024 compared to three basis points for the same period in 2023.

Total interest income on a fully tax-equivalent basis for the nine months ended September 30, 2024 increased $38,302,000 or 49.29% to $116,016,000 compared to $77,714,000 for the nine months ended September 30, 2023. The yield on interest earning assets increased 98 basis points to 5.38% on a fully tax equivalent basis for the nine months ended September 30, 2024 from 4.40% for the nine months ended September 30, 2023. The increase was the result of the acquisition as of April 1, 2024, yield changes, increase in interest rates, and asset mix changes.

Interest expense on deposits for the nine months ended September 30, 2024 and 2023 was $29,778,000 and $10,890,000, respectively. The average interest rate on interest bearing deposits increased to 2.56% for the nine months ended ended September 30, 2024 compared to 1.23% for the same period ended September 30, 2023. Average interest-bearing deposits increased 31.65% or $373,565,000 to $1,553,731,000 for the nine months ended September 30, 2024 compared to $1,180,166,000 for the same period ended September 30, 2023.

Average other borrowed funds were $168,684,000 with an effective rate of 5.35% for the nine months ended September 30, 2024 compared to $87,741,000 with an effective rate of 5.16% for the nine months ended September 30, 2023. Total interest expense on other borrowed funds was $6,788,000 for the nine months ended September 30, 2024 and $3,393,000 for the nine months ended September 30, 2023.

Net interest income (fully tax-equivalent basis) before the provision for credit losses for the nine months ended September 30, 2024 increased by $16,019,000 or 25.25% to $79,450,000 compared to $63,431,000 for the same period in 2023. The increase was a result of the acquisition as of April 1, 2024, 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)*

|  | For the Three Months Ended September 30, 2024 | 2023 | For the Nine Months Ended September 30, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Balance, beginning of period | $24,940 | $15,463 | $14,653 | $10,848 |
| Impact of adoption of ASU 2016-13 | — | — | — | 3,910 |
| PCD ACL on loans acquired | — | — | 821 | — |
| (Credit) provision for credit losses | (211) | 265 | 9,821 | 967 |
| Losses charged to allowance | (20) | (254) | (648) | (611) |
| Recoveries | 182 | 60 | 244 | 420 |
| Balance, end of period | $24,891 | $15,534 | $24,891 | $15,463 |
| Allowance for credit losses to total loans at end of period | 1.08% | 1.22% | 1.08% | 1.22% |

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 month and nine month periods ended September 30, 2024, the Company recorded a $211,000 credit and a $9,821,000 provision for credit losses on loans, respectively. During the three month and nine months periods ended September 30, 2023, the Company recorded a $265,000 and $967,000 provision for credit losses on loans, respectively.

The Company had net recoveries of $162,000 and and net charge-offs totaling $404,000 for the three months and nine months ended September 30, 2024, respectively. The Company had net charge-offs totaling $194,000 and $191,000 for the three months and nine months ended September 30, 2023, respectively.

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, 2024, there were $39,637,000 in classified loans of which $2,837,000 related to commercial and industrial loans, zero to agricultural production, $4,253,000 to owner occupied real estate, $23,901,000 to non-owner occupied real estate, $6,093,000 to farmland, and $112,000 to consumer. This compares to $20,301,000 in classified loans of which $222,000 related to commercial and industrial loans, $976,000 to agricultural production, $497,000 to owner occupied real estate, $15,969,000 to non-owner occupied real estate, $2,413,000 to farmland, and $224,000 to consumer as of December 31, 2023.

### 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 $1,105,000 for the three months ended September 30, 2024 compared to $1,583,000 for the same period in 2023. The $478,000 or 30.20% decrease in non-interest income during the three months ended September 30, 2024 was primarily driven by additional net realized losses on sales of investment securities in the amount of $1,814,000 more than at September 30, 2023, offset by $787,000 or 311.07% increase in other income, $152,000 or 33.78% increase in interchange fees and $102,000 or 27.13% increase on service charges.

Non-interest income was $4,142,000 for the nine months ended September 30, 2024 compared to $4,752,000 for the same period in 2023. The $610,000 or 12.84% decrease in non-interest income during the nine months ended September 30, 2024 was primarily driven by $2,134,000 in other income, increases in loan placement fees of $246,000, and increase in the interchange fees of $289,000, offset by $3,903,000 in additional net realized losses on sales and calls of investment securities from $296,000 at September 30, 2023 to $4,199,000 at September 30, 2024.

Other income during the three and nine months ended September 30, 2024 increased due largely due CRA investment distributions received in the amount of $988,000 and $975,000, respectively.

The Bank currently holds $10,978,000 in stock from the Federal Home Loan Bank (“FHLB”) of San Francisco in conjunction with our borrowing capacity and generally earns quarterly dividends. We received dividends totaling $555,000 for the nine months ended September 30, 2024, compared to $349,000 for the nine months ended September 30, 2023.

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

*(Dollars in thousands)*

|  | For the Three Months Ended September 30, 2024 | 2023 | $ Change | % Change | For the Nine Months Ended September 30, 2024 | 2023 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Service charges | $478 | $376 | $102 | 27.1% | $1,342 | $1,132 | $210 | 18.6% |
| Appreciation in cash surrender value of bank owned life insurance | 349 | 260 | 89 | 34.2% | 971 | 763 | 208 | 27.3% |
| Interchange fees | 602 | 450 | 152 | 33.8% | 1,642 | 1,353 | 289 | 21.4% |
| Loan placement fees | 251 | 119 | 132 | 110.9% | 661 | 415 | 246 | 59.3% |
| Net realized losses on sales and calls of investment securities | (1,853) | (39) | (1,814) | 4651.3% | (4,199) | (296) | (3,903) | 1318.6% |
| Federal Home Loan Bank dividends | 238 | 134 | 104 | 77.6% | 555 | 349 | 206 | 59.0% |
| Other income | 1,040 | 283 | 757 | 267.5% | 3,170 | 1,036 | 2,134 | 206.0% |
| Total non-interest income | $1,105 | $1,583 | $(478) | (30.2)% | $4,142 | $4,752 | $(610) | (12.8)% |

50

### Non-Interest Expenses

Salaries and employee benefits, occupancy and equipment, information technology, data processing, professional services, acquisition and integration expenses, and regulatory assessments are the major categories of non-interest expenses.

Non-interest expenses increased $14,241,000 or 105.99% to $27,677,000 for the three months ended September 30, 2024, compared to $13,436,000 for the three months ended September 30, 2023. The net increase for the three months ended September 30, 2024 was primarily the result increases in salaries and employee benefits of $6,236,000, acquisition and merger expenses of $2,843,000, occupancy and equipment of $1,197,000, other expense of $1,039,000, and information technology of $963,000.

Non-interest expenses increased $31,067,000 or 76.81% to $71,513,000 for the nine months ended September 30, 2024, compared to $40,446,000 for the nine months ended September 30, 2023. The net increase for the nine months period was primarily the result of increases in salaries and employee benefits of $12,317,000, acquisition and merger expenses of $8,537,000, occupancy and equipment of $2,641,000, other expenses of $2,197,000, information technology of $1,725,000, regulatory assessments of $467,000, and professional services of $721,000.

Salaries and employee benefits increased $12,317,000 or 52.45% to $35,800,000 for the first nine months of 2024 compared to $23,483,000 for the nine months ended September 30, 2023. The increase in salaries and benefits was a reflection of an increase in full-time equivalent employees as a result of the merger. Full time equivalent employees were 356 for the nine months ended September 30, 2024, compared to 248 for the nine months ended September 30, 2023.

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

*(Dollars in thousands)*

|  | For the Three Months Ended September 30, 2024 | 2023 | $ Change | % Change | For the Nine Months Ended September 30, 2024 | 2023 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Salaries and employee benefits | $13,710 | $7,474 | $6,236 | 83.4% | $35,800 | $23,483 | $12,317 | 52.5% |
| Occupancy and equipment | 2,687 | 1,490 | 1,197 | 80.3% | 6,653 | 4,012 | 2,641 | 65.8% |
| Information technology | 1,878 | 915 | 963 | 105.2% | 4,422 | 2,697 | 1,725 | 64.0% |
| Regulatory assessments | 437 | 358 | 79 | 22.1% | 1,391 | 924 | 467 | 50.5% |
| Data processing expense | 1,288 | 680 | 608 | 89.4% | 3,010 | 1,949 | 1,061 | 54.4% |
| Professional services | 861 | 477 | 384 | 80.5% | 2,187 | 1,466 | 721 | 49.2% |
| ATM/Debit card expenses | 546 | 192 | 354 | 184.4% | 1,178 | 569 | 609 | 107.0% |
| Advertising | 261 | 133 | 128 | 96.2% | 701 | 382 | 319 | 83.5% |
| Directors’ expenses | 193 | 150 | 43 | 28.7% | 551 | 464 | 87 | 18.8% |
| Merger and acquisition expense | 3,208 | 365 | 2,843 | 778.9% | 9,147 | 610 | 8,537 | 1399.5% |
| Loan related expenses | 260 | 106 | 154 | 145.3% | 486 | 393 | 93 | 23.7% |
| Personnel other | 53 | 51 | 2 | 3.9% | 233 | 373 | (140) | (37.5)% |
| Amortization of core deposit intangibles | 251 | — | 251 | #DIV/0! | 501 | 68 | 433 | 636.8% |
| Other expense | 2,044 | 1,045 | 999 | 95.6% | 5,253 | 3,056 | 2,197 | 71.9% |
| Total non-interest expense | $27,677 | $13,436 | $14,241 | 106.0% | $71,513 | $40,446 | $31,067 | 76.8% |

51

### Provision for Income Taxes

Our effective income tax rate was 18.63% and 24.72% for the three month period ended September 30, 2024 and 2023. Our effective income tax rate was 28.81% and 24.87% for the nine month period ended September 30, 2024 and 2023.

The Company reported an income tax provision of $775,000 and $2,098,000 for the three month period ended September 30, 2024 and 2023. The Company reported an income tax provision of $312,000 and provision of $6,501,000 for the nine month period ended September 30, 2024 and 2023.

The effective tax rate was affected by reduced income due to merger expenses and additional Low Income Housing Tax Credits (“LIHTC”) added during the nine month period ended September 30, 2024. 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, 2024 and December 31, 2023, there was no reserve for uncertain tax positions.

### FINANCIAL CONDITION

### Summary of Changes in Consolidated Balance Sheets

Total assets were $3,531,298,000 as of September 30, 2024, compared to $2,433,426,000 at December 31, 2023, an increase of 45.12% or $1,097,872,000. Total gross loans were $2,297,143,000 at September 30, 2024, compared to $1,290,797,000 at December 31, 2023, an increase of $1,006,346,000 or 77.96%. Total cash and cash equivalents increased 177.35% or $95,285,000 to $149,013,000 at September 30, 2024 compared to $53,728,000 at December 31, 2023. The investment portfolio decreased 5.27% or $93,613,000 to $812,674,000 at September 30, 2024 compared to $906,287,000 at December 31, 2023. Total deposits increased 43.11% or $880,083,000 to $2,921,695,000 at September 30, 2024, compared to $2,041,612,000 at December 31, 2023. Shareholders’ equity increased $156,451,000 or 75.56% to $363,515,000 at September 30, 2024, compared to $207,064,000 at December 31, 2023. The increase in shareholders’ equity was driven by the retention of earnings, issuance of common stock, the change in unrealized loss, partially offset by dividends paid. Accrued interest payable and other liabilities was $43,727,000 at September 30, 2024, compared to $35,006,000 at December 31, 2023, an increase of $8,721,000.

### 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, 2024, investment securities with a fair value of $444,649,000, or 55.18% 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 earnings assets has historically been considered higher than our peers due to a comparatively low loan-to-deposit ratio. However, with the recent acquisition that was completed on April 1, 2024, our loan-to-deposit ratio at September 30, 2024 increased to 78.62%, compared to 63.22% at December 31, 2023 and 57.07% at September 30, 2023. Going forward, the Company’s investment portfolio as a percentage of total earnings assets should be within the range of our peers. The total investment portfolio decreased 5.27% or $93,613,000 to $812,674,000 at September 30, 2024 compared to $906,287,000 at December 31, 2023. The fair value of the available-for-sale investment portfolio reflected a net unrealized loss of $49,999,000 at September 30, 2024, compared to net unrealized losses of $72,450,000 at December 31, 2023 and $85,234,000 at September 30, 2023.

See Note 3 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 $1,006,346,000 or 77.96% to $2,297,143,000 as of September 30, 2024, compared to $1,290,797,000 as of December 31, 2023.

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

| Loan Type (Dollars in thousands) Commercial: | September 30, 2024 | % of Total Loans | December 31, 2023 | % of Total Loans |
| --- | ---: | ---: | ---: | ---: |
| Commercial and industrial | $143,876 | 6.3% | $105,466 | 8.2% |
| Agricultural production | 16,940 | 0.7% | 33,556 | 2.6% |
| Total commercial | 160,816 | 7.0% | 139,022 | 10.8% |
| Real estate: |  |  |  |  |
| Construction & other land loans | 85,135 | 3.7% | 33,472 | 2.6% |
| Commercial real estate - owner occupied | 308,472 | 13.4% | 215,146 | 16.7% |
| Commercial real estate - non-owner occupied | 902,393 | 39.3% | 539,522 | 41.8% |
| Farmland | 138,544 | 6.0% | 120,674 | 9.3% |
| Multi-family residential | 131,013 | 5.7% | 61,307 | 4.7% |
| 1-4 family - close-ended | 125,405 | 5.5% | 96,558 | 7.5% |
| 1-4 family - revolving | 35,482 | 1.5% | 27,648 | 2.2% |
| Total real estate | 1,726,444 | 75.1% | 1,094,327 | 84.8% |
| Consumer: |  |  |  |  |
| Manufactured Housing | 320,786 | 14.0% | — | —% |
| Other installment loans | 87,133 | 3.8% | 55,606 | 4.3% |
| Total consumer | 407,919 | 17.8% | 55,606 | 4.3% |
| Net deferred origination costs | 1,964 | 0.1% | 1,842 | 0.1% |
| Loan, net of deferred origination fees | 2,297,143 | 100.0% | 1,290,797 | 100.0% |
| Allowance for credit losses | (24,891) |  | (14,653) |  |
| Total loans | $2,272,252 |  | $1,276,144 |  |

As of September 30, 2024, in management’s judgment, a concentration of loans existed in loans commercial real estate representing approximately 56.4% of total loans. This level of concentration of commercial real estate is lower than the 61.1% of total loans at December 31, 2023. 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.

From the acquisition completed on April 1, 2024, the Company’s acquired gross loans totaled $925.5 million as of September 30, 2024 and are included in the above table. Those loans by loan type were $539.1 million in commercial real estate loans, $327.4 million in manufacturing housing loans, $31.7 million totaled commercial loans, $27.2 million in single family residence loans, and $139.3 thousand in other installment 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, 2024 there were $3,250,000 nonperforming assets, compared to December 31, 2023 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 $24,891,000 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):

| Loan Type Commercial: | September 30, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Commercial and industrial | $1,083 | $948 |
| Agricultural production | 184 | 527 |
| Total commercial | 1,267 | 1,475 |
| Real estate: |  |  |
| Construction & other land loans | 2,601 | 848 |
| Commercial real estate - owner occupied | 3,031 | 1,945 |
| Commercial real estate - non-owner occupied | 9,734 | 5,574 |
| Farmland | 1,347 | 1,254 |
| Multi-family residential | 1,465 | 642 |
| 1-4 family - revolving | 1,703 | 1,444 |
| 1-4 family - revolving | 685 | 520 |
| Total real estate | 20,566 | 12,227 |
| Consumer: |  |  |
| Manufacturing housing | 2,085 | — |
| Other installment loans | 973 | 951 |
| Total consumer | 3,058 | 951 |
| Total allowance for credit losses | $24,891 | $14,653 |

As of September 30, 2024, the balance in the allowance for credit losses (ACL) on loans was $24,891,000, or 1.08% of total gross loans, compared to $14,653,000, or 1.14% of total gross loans, as of December 31, 2023. The balance of unfunded commitments to extend credit on construction and other loans and letters of credit was $414,181,000 as of September 30, 2024, compared to $276,270,000 as of December 31, 2023. At September 30, 2024 and December 31, 2023, the balance of the reserve for unfunded commitments was $1,101,000 and $839,000, 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)*

|  | September 30, 2024 Balance | % to Total Loans | December 31, 2023 Balance | % to Total Loans | September 30, 2023 Balance | % to Total Loans |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Past due loans 30 days or more | $6,539 | 0.28% | $3,742 | 0.29% | $236 | 0.02% |
| Nonaccrual loans | 3,250 | 0.14% | — | —% | — | —% |

### 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 $880,083,000 or 43.11% to $2,921,695,000 as of September 30, 2024, compared to $2,041,612,000 as of December 31, 2023. Interest-bearing deposits increased $755,201,000 or 69.28% to $1,845,272,000 as of September 30, 2024, compared to $1,090,071,000 as of December 31, 2023. Non-interest bearing deposits increased $124,882,000 or 13.12% to $1,076,423,000 as of September 30, 2024, compared to $951,541,000 as of December 31, 2023. Average non-interest bearing deposits to average total deposits was 39.60% for the nine months ended September 30, 2024 compared to 45.58% for the same period in 2023.

The composition of the deposits and year-to-date average interest rates at September 30, 2024 and December 31, 2023 is summarized in the table below.

*(Dollars in thousands)*

|  | September 30, 2024 | % of Total Deposits | Average Interest Rate | December 31, 2023 | % of Total Deposits | Average Interest Rate |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| NOW accounts | $344,036 | 11.8% | 0.12% | $251,334 | 12.3% | 0.13% |
| MMA accounts | 879,445 | 30.1% | 2.77% | 497,043 | 24.4% | 1.68% |
| Time deposits | 443,932 | 15.2% | 5.09% | 162,085 | 7.9% | 3.68% |
| Savings deposits | 177,859 | 6.1% | 0.20% | 179,609 | 8.8% | 0.12% |
| Total interest-bearing | 1,845,272 | 63.2% | 2.56% | 1,090,071 | 53.4% | 1.33% |
| Non-interest bearing | 1,076,423 | 36.8% |  | 951,541 | 46.6% |  |
| Total deposits | $2,921,695 | 100.0% |  | $2,041,612 | 100.0% |  |

As of September 30, 2024 there was $1,069,640,000 in uninsured deposits or 36.61% of total deposits, compared to $821,756,000 and 46.47% as of December 31, 2023.

### Other Borrowings

As of September 30, 2024, the Company had $90,000,000 Federal Home Loan Bank (“FHLB”) of San Francisco long-term advances outstanding and $45,000,000 short-term advances outstanding, which was used to pay-off the in short-term advances from the Federal Reserve’s Bank Term Funding Program (BTFP) during the third quarter of 2024. There was $35,000,000 in short-term FHLB advances and $45,000,000 in short-term BTFP advances as of December 31, 2023. 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 $363,515,000 at September 30, 2024, compared to $207,064,000 at December 31, 2023. The increase from December 31, 2023 in shareholders’ equity is the result of an increase in issuance of common stock due to business combination from the acquisition on April 1, 20224, a decrease in accumulated other comprehensive loss of $17,023,000, partially offset by a decrease in retained earnings due to dividends paid being greater than year-to-date net income of $771,000.

During the first nine months of 2024, the Company declared $5,957,000 in cash dividends ($0.36 per common share) to holders of common stock. The Company declared and paid $4,238,000 in cash dividends ($0.36 per common share) to holders of common stock during the nine months ended September 30, 2023.

The following table presents the Company’s regulatory capital ratios as of September 30, 2024 and December 31, 2023.

*(Dollars in thousands)*

| September 30, 2024 | Amount | Ratio |
| --- | ---: | ---: |
| Tier 1 Leverage Ratio | $310,026 | 9.38% |
| Common Equity Tier 1 Ratio (CET 1) | $305,026 | 11.12% |
| Tier 1 Risk-Based Capital Ratio | $310,026 | 11.30% |
| Total Risk-Based Capital Ratio | $371,573 | 13.55% |
| **December 31, 2023** | **Amount** | **Ratio** |
| Tier 1 Leverage Ratio | $222,567 | 9.18% |
| Common Equity Tier 1 Ratio (CET 1) | $217,567 | 12.78% |
| Tier 1 Risk-Based Capital Ratio | $222,567 | 13.07% |
| Total Risk-Based Capital Ratio | $273,699 | 16.08% |

The following table presents the Bank’s regulatory capital ratios as of September 30, 2024 and December 31, 2023.

*(Dollars in thousands)*

| September 30, 2024 | Actual Ratio Amount | Ratio | Minimum regulatory requirement (1) Amount | Ratio | Minimum requirement for “Well-Capitalized” Institution Amount | Ratio |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Tier 1 Leverage Ratio | $371,682 | 11.24% | $132,213 | 4.00% | $165,267 | 5.00% |
| Common Equity Tier 1 Ratio (CET 1) | $371,682 | 13.55% | $123,413 | 7.00% | $178,264 | 6.50% |
| Tier 1 Risk-Based Capital Ratio | $371,682 | 13.55% | $164,551 | 8.50% | $219,402 | 8.00% |
| Total Risk-Based Capital Ratio | $398,531 | 14.53% | $219,402 | 10.50% | $274,252 | 10.00% |
| **December 31, 2023** | **Amount** | **Ratio** | **Amount** | **Ratio** | **Amount** | **Ratio** |
| Tier 1 Leverage Ratio | $285,099 | 11.75% | $97,016 | 4.00% | $121,271 | 5.00% |
| Common Equity Tier 1 Ratio (CET 1) | $285,099 | 16.76% | $76,526 | 7.00% | $110,538 | 6.50% |
| Tier 1 Risk-Based Capital Ratio | $285,099 | 16.76% | $102,035 | 8.50% | $136,047 | 8.00% |
| Total Risk-Based Capital Ratio | $301,642 | 17.74% | $136,047 | 10.50% | $170,058 | 10.00% |
| (1) The minimum regulatory requirement threshold includes the capital conservation buffer of 2.50%. |  |  |  |  |  |  |

56

### 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, 2024, the Company had unpledged securities totaling $368,025,000 available as a secondary source of liquidity and total cash and cash equivalents of $149,013,000. Cash and cash equivalents at September 30, 2024 increased 177.35% compared to $53,728,000 at December 31, 2023. 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, 2024, our available borrowing capacity includes approximately $110,000,000 in unsecured credit lines with our correspondent banks, $565,283,000 in unused FHLB secured advances, and a $3,958,000 secured credit line at the Federal Reserve Bank. We believe our liquidity sources to be stable and adequate. At September 30, 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 September 30, 2024 and December 31, 2023:

| Credit Lines (In thousands) Unsecured Credit Lines | September 30, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Total credit limit | $110,000 | $110,000 |
| Balance outstanding | $— | $— |
| Federal Home Loan Bank |  |  |
| Total credit limit | $727,283 | $342,483 |
| Balance outstanding, net of discount | $132,508 | $35,000 |
| Collateral pledged | $1,227,440 | $612,702 |
| Fair value of collateral | $1,006,135 | $500,972 |
| Federal Reserve Bank Term Loan Funding Program |  |  |
| Total credit limit | $— | $45,000 |
| Balance outstanding | $— | $45,000 |
| Collateral pledged | $— | $53,650 |
| Fair value of collateral | $— | $47,603 |
| Federal Reserve Bank |  |  |
| Credit limit | $3,958 | $4,448 |
| Balance outstanding | $— | $— |
| Collateral pledged | $4,527 | $4,894 |
| Fair value of collateral | $4,112 | $4,374 |

The liquidity of the 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 California statutes and the regulations.

## Market risk

As filed, 4,686 characters.

Market risk is defined as the risk of loss arising from an adverse change in the market value (or prices) of financial instruments. A significant component of market risk is interest rate risk, which is inherent in our lending, investment, borrowing and deposit gathering activities. The Bank manages interest rate sensitivity to minimize the exposure of our net interest margin, earnings, and capital to changes in interest rates. Interest rate changes can create fluctuations in the net interest margin due to an imbalance in the timing of repricing or maturity of assets or liabilities. Interest rate changes can also affect the market value of our financial instruments, such as available-for-sale securities and the related unrealized gains or losses, which affects our equity value.

To mitigate interest rate risk, the structure of our assets and liabilities is managed with the objective of correlating the effects of interest rate changes on loans and investments with those of deposits and borrowings. The asset and liability management policy sets limits on the acceptable amount of change to net interest income and economic value of equity in different interest rate environments.

ALCO and the Board of Directors review our exposure to interest rate risk at least quarterly. We use simulation models to measure interest rate risk and to evaluate strategies to improve profitability in the context of policy guidelines. A simplified statement of condition is prepared on a quarterly basis as a starting point, using instrument level data of our actual loans, investments, borrowings and deposits as inputs. If potential changes to net equity value and net interest income resulting from hypothetical interest rate changes are not within the limits established by the Board of Directors, management may adjust the asset and liability mix to bring the risk position within approved limits or take other actions. Governing policies are subject to review by regulators and are updated to incorporate their observations and to adapt to changes in idiosyncratic and systemic risks. At September 30, 2024, interest rate risk was within policy guidelines established by ALCO and the Board. One set of interest rates modeled and evaluated against flat interest rates and a static balance sheet is a series of immediate parallel shifts in the yield curve. Our most recent analysis of our interest rate sensitivity is provided in the following table as an example rather than an expectation of likely interest rate movements.

| Immediate and Parallel Shift in Interest Rates (in basis points) | Estimated Change in Net Interest Income in Year 1, as percent of Net Interest Income | Estimated Change in Net Interest Income in Year 2, as percent of Net Interest Income |
| --- | ---: | ---: |
| up 400 | 3.91% | 3.97% |
| up 300 | 3.16% | 3.24% |
| up 200 | 2.38% | 2.48% |
| up 100 | 1.99% | 2.34% |
| down 100 | (3.86)% | (5.06)% |
| down 200 | (6.00)% | (8.01)% |
| down 300 | (7.82)% | (10.44)% |
| down 400 | (9.31)% | (12.54)% |

Interest rate sensitivity is a function of the repricing characteristics of our assets and liabilities. The Bank runs a combination of scenarios and sensitivities in its attempt to capture the range of interest rate risk including the simulations mentioned above. As with any simulation model or other method of measuring interest rate risk, limitations are inherent in the process and dependent on assumptions. For example, lower deposit growth than modeled may cause the Bank to increase its borrowing position, thereby increasing its liability sensitivity. Additionally, assets and liabilities may react differently to changes in market interest rates in terms of both timing and responsiveness to market rate movements. Important deposit modeling assumptions include the speed of deposit run-off and the amount by which interest-bearing deposit rates increase or decrease when market interest rates change, otherwise known as the deposit beta. The above tables reflect a range of deposit betas to rates paid on non-maturity interest-bearing deposits that differ in rising and falling rate scenarios, depending on product type and magnitude of the rate shock. The actual rates and timing of prepayments on loans and investment securities could vary significantly from the assumptions applied in the various scenarios. Lastly, uneven changes in different tenors of U.S. Treasury rates that result in changes to the shape of the yield curve could produce different results from those presented in the table. Accordingly, the results presented should not be relied upon as indicative of actual results in the event of changing market interest rates.

## Controls and procedures

As filed, 1,802 characters.

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, 2024 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.

## Risk factors

As filed, 689 characters.

A discussion of risk factors affecting us as is set forth in Part I, Item 1A. *Risk Factors* in our 2023 Annual Report on Form 10-K. The discussion of risk factors 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, or discussed elsewhere in any of our reports filed with or furnished to the SEC could affect our business or results. The readers should not consider any description of such factors to be a complete set of all potential risks that we may face.

Filed Nov 6, 2024.
Source: SEC EDGAR, the filing index for accession 0001628280-24-045661. Last ingested by Listed: Oct 24, 2026, 15:05 ET. No prices; not investment advice.