10-Q 1 brhc20052836_10q.htm 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023 or


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number:  000-23575

COMMUNITY WEST BANCSHARES
(Exact name of registrant as specified in its charter)

California
 
77-0446957
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

445 Pine Avenue, Goleta, California
 
93117
(Address of principal executive offices)
 
(Zip Code)

(805) 692-5821
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, no par value
CWBC
The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒  YES ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒  YES ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Shares of common stock of the registrant issued and outstanding as of May 1, 2023: 8,835,143.



Table of Contents
 
Index
Page
Part I.  Financial Information
 
 
Item 1 – Financial Statements
 
 
 
3
 
 
4
 
 
5
 
 
6
 
 
7
 
 
8
 
The financial statements included in this Form 10-Q should be read in conjunction with Community West Bancshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
 
 
 
 
 
33
 
46
 
47
 
 
 
Part II. Other Information
 
 
48
 
48
 
48
 
48
 
48
 
48
 
49
 
 
 
50

PART I – FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
COMMUNITY WEST BANCSHARES
CONSOLIDATED BALANCE SHEETS
 
   
March 31,
2023
   
December 31,
2022
 
   
(unaudited)
       
   
(in thousands, except share amounts)
 
Assets:
           
Cash and due from banks
 
$
1,533
   
$
1,379
 
Interest-earning demand deposits in other financial institutions
   
166,342
     
63,311
 
Cash and cash equivalents
   
167,875
     
64,690
 
Investment securities - available-for-sale, at fair value; amortized cost of $17,319 at March 31, 2023 and $27,790 at December 31, 2022
   
15,533
     
26,688
 
Investment securities - held-to-maturity, at amortized cost; fair value of $2,335 at March 31, 2023 and $2,423 at December 31, 2022
   
2,425
     
2,557
 
Investment securities - measured at fair value; amortized cost of $66 at March 31, 2023 and December 31, 2022
   
266
     
225
 
Federal Home Loan Bank and Federal Reserve Bank stock, at cost
    4,533       4,533  
Loans held for sale, at lower of cost or fair value
    21,045       21,033  
Loans held for investment
    930,448       934,309  
Allowance for credit losses(1)
    (12,065 )     (10,765 )
Total loans held for investment, net
   
918,383
     
923,544
 
Other assets acquired through foreclosure, net
   
2,250
     
2,250
 
Premises and equipment, net
   
6,077
     
6,104
 
Other assets
   
29,196
     
39,878
 
Total assets
 
$
1,167,583
   
$
1,091,502
 
Liabilities:
               
Deposits:
               
Noninterest-bearing demand
 
$
205,324
   
$
216,494
 
Interest-bearing demand
   
437,770
     
428,173
 
Savings
   
20,929
     
23,490
 
Certificates of deposit ($250,000 or more)
   
6,268
     
6,693
 
Other certificates of deposit
   
250,513
     
200,234
 
Total deposits
   
920,804
     
875,084
 
Federal Home Loan Bank advances and other borrowings
   
115,000
     
90,000
 
Other liabilities
   
18,990
     
13,768
 
Total liabilities
   
1,054,794
     
978,852
 
                 
Stockholders’ equity:
               
Common stock — no par value, 60,000,000 shares authorized; 8,835,309 shares issued and outstanding at March 31, 2023 and 8,798,412 at December 31, 2022
   
46,128
     
45,694
 
Retained earnings
   
67,914
     
67,727
 
Accumulated other comprehensive loss, net
   
(1,253
)
   
(771
)
Total stockholders’ equity
   
112,789
     
112,650
 
Total liabilities and stockholders’ equity
 
$
1,167,583
   
$
1,091,502
 

(1) On January 1, 2023, the Company adopted the provisions of Accounting Standards Codification Topic 326. The allowance in 2023 is reported using the current expected credit loss (“CECL”) method. Periods prior to adoption are reported in accordance with previous GAAP using the incurred loss method.

See the accompanying Notes to Unaudited Financial Statements.

COMMUNITY WEST BANCSHARES
CONSOLIDATED INCOME STATEMENTS (unaudited)

   
Three Months Ended
March 31,
 
   
2023
   
2022
 
Interest income:
 
(in thousands, except per share amounts)
 
Loans, including fees
 
$
12,489
   
$
11,194
 
Investment securities and other
   
1,096
     
306
 
Total interest income
   
13,585
     
11,500
 
Interest expense:
               
Deposits
   
2,277
     
570
 
Other borrowings
   
278
     
194
 
Total interest expense
   
2,555
     
764
 
Net interest income
   
11,030
     
10,736
 
Provision (credit) for credit losses
   
(722
)
   
(284
)
Net interest income after provision for credit losses
   
11,752
     
11,020
 
Non-interest income:
               
Other loan fees
   
169
     
246
 
Gains from loan sales, net
   
30
     
60
 
Document processing fees
   
78
     
101
 
Service charges
   
154
     
88
 
Other
   
331
     
796
 
Total non-interest income
   
762
     
1,291
 
Non-interest expenses:
               
Salaries and employee benefits
   
5,448
     
4,957
 
Occupancy, net
   
1,098
     
997
 
Professional services
   
919
     
399
 
Data processing
   
349
     
310
 
Depreciation
   
180
     
183
 
FDIC assessment
   
182
     
171
 
Advertising and marketing
   
210
     
258
 
Other
   
448
     
(304
)
Total non-interest expenses
   
8,834
     
6,971
 
Income before provision for income taxes
   
3,680
     
5,340
 
Provision for income taxes
   
1,216
     
1,380
 
Net income
 
$
2,464
   
$
3,960
 
Earnings per share:
               
Basic
 
$
0.28
   
$
0.46
 
Diluted
 
$
0.27
   
$
0.45
 
Weighted average number of common shares outstanding:
               
Basic
   
8,814
     
8,662
 
Diluted
   
8,985
     
8,849
 
Dividends declared per common share
 
$
0.08
   
$
0.07
 

See the accompanying Notes to Unaudited Consolidated Financial Statements.

COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

   
Three Months Ended
March 31,
 
   
2023
   
2022
 
   
(in thousands)
 
Net income
 
$
2,464
   
$
3,960
 
Other comprehensive loss, net:
               
Unrealized loss on securities available-for-sale (“AFS”), net (tax effect of $202 and $104 for each respective period presented)
   
(482
)
   
(250
)
Net other comprehensive loss
   
(482
)
   
(250
)
Comprehensive income
 
$
1,982
   
$
3,710
 

See the accompanying Notes to Unaudited Consolidated Financial Statements.

COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

 Three Months Ended March 31, 2023  
  Common Stock
   
Accumulated
Other
Comprehensive
Income (Loss)
   
Retained
Earnings
   
Total
Stockholders’
Equity
 
    Shares
    Amount
   
(in thousands)
 
Balance, December 31, 2022:
   
8,798
   
$
45,694
   
$
(771
)
 
$
67,727
   
$
112,650
 
Cumulative effect of change in accounting principal (net of taxes of $659) (1)
                      (1,573 )     (1,573 )
Net income
                      2,464       2,464  
Exercise of stock options
   
37
     
188
     
     
     
188
 
Stock based compensation
   
     
246
     
     
     
246
 
Dividends on common stock
   
     
     
     
(704
)
   
(704
)
Other comprehensive loss, net
   
     
     
(482
)
   
     
(482
)
Balance, March 31, 2023
   
8,835
   
$
46,128
   
$
(1,253
)
 
$
67,914
   
$
112,789
 

 Three Months Ended March 31, 2022  

Common Stock
      
Accumulated
Other
Comprehensive
Income (Loss)
          
Retained
Earnings
       
Total
Stockholders’
Equity
   
    Shares     Amount
   
(in thousands)
 
Balance, December 31, 2021:
   
8,650
   
$
44,431
   
$
92
   
$
56,852
   
$
101,375
 
Net income
   
     
     
     
3,960
     
3,960
 
Exercise of stock options
    32       276                   276  
Stock based compensation
          73                   73  
Dividends on common stock
   
     
     
     
(606
)
   
(606
)
Other comprehensive loss, net
   
     
     
(250
)
   
     
(250
)
Balance, March 31, 2022
   
8,682
   
$
44,780
   
$
(158
)
 
$
60,206
   
$
104,828
 

(1) On January 1, 2023, the Company adopted the provisions of Accounting Standards Codification Topic 326. The allowance in 2023 is reported using the current expected credit loss (“CECL”) method. Periods prior to adoption are reported in accordance with previous GAAP using the incurred loss method.

See the accompanying Notes to Unaudited Consolidated Financial Statements.

COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

   
Three Months Ended
March 31,
 
   
2023
   
2022
 
   
(in thousands)
 
Cash flows from operating activities:
           
Net income
 
$
2,464
   
$
3,960
 
Adjustments to reconcile net income to cash provided by operating activities:
               
Provision (credit) for credit losses
   
(722
)
   
(284
)
Depreciation
   
180
     
183
 
Stock based compensation
   
246
     
92
 
Deferred taxes
   
(245
)
   
153
 
Net (amortization) accretion of discounts and premiums for investment securities
   
(5
)
   
6
 
Gains on:
               
Sale of other assets acquired through foreclosure, net
          (11 )
Sale of loans, net
   
(30
)
   
(60
)
Loans originated for sale
   
(1,791
)
   
(5,492
)
Proceeds from sales of loans held for sale
    1,821       4,286  
Proceeds from principal paydowns on loans held for sale
    723       421  
Changes in:
               
Investment securities measured at fair value
   
(41
)
   
29
 
Servicing assets, net
    45       35  
Other assets
   
11,744
     
1,740
 
Other liabilities
   
4,916
     
783
 
Net cash provided by operating activities
   
19,305
     
5,841
 
Cash flows from investing activities:
               
Principal pay downs and maturities of available-for-sale securities
   
10,478
     
536
 
Principal pay downs and maturities of held-to-maturity securities
   
129
     
43
 
Loan originations and principal collections, net
   
3,222
     
3,047
 
Purchase of premises and equipment, net
   
(153
)
   
(73
)
Proceeds from sale of other assets acquired through foreclosure, net
          140  
Net cash provided by investing activities
   
13,676
     
3,693
 
Cash flows from financing activities:
               
Net increase (decrease) in deposits
   
45,720
     
(24,391
)
Proceeds from FHLB advances
    15,000        
Proceeds from advances on line of credit
    10,000        
Proceeds from exercise of stock options
   
188
     
276
 
Cash dividends paid on common stock
   
(704
)
   
(606
)
Net cash provided by (used in) financing activities
   
70,204
     
(24,721
)
Net increase (decrease) in cash and cash equivalents
   
103,185
     
(15,187
)
Cash and cash equivalents at beginning of period
   
64,690
     
208,375
 
Cash and cash equivalents at end of period
 
$
167,875
   
$
193,188
 
Supplemental disclosure:
               
Cash paid during the period for:
               
Interest
 
$
2,257
   
$
786
 
Income taxes
   
     
 
Noncash items:
               
Transfers from loans to loans held for sale
   
735
     
 

See the accompanying Notes to Unaudited Consolidated Financial Statements.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Community West Bancshares (“CWBC”), incorporated under the laws of the state of California, is a bank holding company providing full-service banking through its wholly owned subsidiary Community West Bank, N.A. (“CWB” or the “Bank”) which includes 445 Pine, LLC, the Bank’s wholly-owned limited liability company. Unless indicated otherwise or unless the context suggests otherwise, these entities are referred to herein collectively and on a consolidated basis as the “Company.”

Basis of Presentation

The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States (“GAAP”) and conform to practices within the banking industry.  The accounts of the Company and its consolidated subsidiary are included in these consolidated financial statements.  All significant intercompany balances and transactions have been eliminated.

Interim Financial Information

The accompanying unaudited consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022, have been prepared in a condensed format, and therefore do not include all of the information and footnotes required by GAAP for complete financial statements.  These unaudited consolidated financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied to the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022.

The information furnished in these interim statements reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for each respective period presented.  Such adjustments are of a normal recurring nature.  The results of operations in the interim statements are not necessarily indicative of the results that may be expected for any other quarter or for the full year.  The interim financial information should be read in conjunction with the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2022.

Use of Estimates
  
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for credit losses and the fair value of securities available-for-sale.  Although management believes these estimates to be reasonably accurate, actual amounts may differ.  In the opinion of management, all necessary adjustments have been reflected in the financial statements during their preparation.

Reclassifications
 
Certain amounts in the consolidated financial statements as of December 31, 2022 and for the three months ended March 31, 2022 have been reclassified to conform to the current presentation.  The reclassifications have no effect on net income, comprehensive income, or stockholders’ equity as previously reported.

Allowance for Credit Losses - Available-For-Sale (“AFS”) and Held-To-Maturity (“HTM”) Debt Securities

Effective January 1, 2023, the allowance for credit losses on investment securities is determined for both HTM and AFS investments in accordance with Accounting Standards Codification (“ASC”) Topic 326 (“ASC 326”) - “Financial Instruments-Credit Losses.”

The allowance for credit losses for HTM investment securities is determined on a collective basis, based on shared risk characteristics, and is determined at the individual security level when the Company deems a security to no longer possess shared risk characteristics. For investment securities where the Company has reason to believe the credit loss exposure is remote, a zero-credit loss assumption is applied. Such investment securities typically consist of those guaranteed by the U.S. government or government agencies, where there is an explicit or implicit guarantee by the U.S. government, that are highly rated by rating agencies, and historically have had no credit loss experience.
For AFS securities, the Company performs a quarterly qualitative evaluation for securities in an unrealized loss position to determine if the decline in fair value below the security’s amortized cost is credit related or non-credit related. In determining whether a security’s decline in fair value is credit related, the Company considers a number of factors including, but not limited to: (i) the extent to which the fair value of the investment is less than its amortized cost; (ii) the financial condition and near-term prospects of the issuer; (iii) downgrades in credit ratings; (iv) payment structure of the security, (v) the ability of the issuer of the security to make scheduled principal and interest payments, and (vi) general market conditions which reflect prospects for the economy as a whole, including interest rates and sector credit spreads. If it is determined that the unrealized loss, or a portion thereof, is credit related, the Company records the amount of credit loss through a charge to provision for credit losses in current period earnings. However, the amount of credit loss recorded in current period earnings is limited to the amount of the total unrealized loss on the security, which is measured as the amount by which the security’s fair value is below its amortized cost. If the Company intends to sell, or if it is more likely than not that the Company will be required to sell the security in an unrealized loss position before the recovery of its amortized cost basis, the total amount of the loss is recognized in current period earnings. Unrealized losses deemed non-credit related are recorded, net of tax, through accumulated other comprehensive income.

As of January 1, 2023 and March 31, 2023, the Company determined that the unrealized loss positions in AFS and HTM securities were not the result of credit losses. Management’s analysis of the securities that are in an unrealized loss position indicated that the declines in the fair value of the securities were related to interest rates or other market conditions. In addition, as of March 31, 2023, management does not intend to sell any securities in an unrealized loss position, and it is not more likely than not that the Company will be required to sell any securities that are in an unrealized loss position. Therefore an allowance for credit losses with respect to both AFS and HTM securities was not recorded. See Note 2 - Investment Securities for more information.

A debt security is placed on nonaccrual status at the time any principal or interest payments become greater than 90 days delinquent. Interest accrued but not received when a security is placed on nonaccrual status is reversed against interest income. Accrued interest receivable on available-for-sale securities totaled $122 thousand at March 31, 2023 and is excluded from the estimate of the required allowance for credit losses.

Loans Held For Sale

Loans which are originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value determined on an aggregate basis.  Valuation adjustments, if any, are recognized through a valuation allowance by charges to the lower of cost or fair value provision.  Loans held for sale are mostly comprised of commercial agriculture loans guaranteed by the USDA Farm Service Agency (“FSA”) and Small Business Association (“SBA”) loans.  The Company did not incur any lower of cost or fair value provision expense in the three months ended March 31, 2023 and 2022.

Loans Held for Investment

Loans are recorded at the principal amount outstanding, net of unearned income, loan participations, and amounts charged off.  Unearned income includes deferred loan origination fees reduced by loan origination costs.

Interest income on loans is accrued daily using the effective interest method and recognized over the terms of the loans.  Loan fees collected for the origination of loans less direct loan origination costs (net deferred loan fees) are amortized over the contractual life of the loan through interest income.  If the loan has scheduled payments, the amortization of the net deferred loan fee is calculated using the interest method over the contractual life of the loan.  If the loan does not have scheduled payments, such as a line of credit, the net deferred loan fee is recognized as interest income on a straight-line basis over the contractual life of the loan commitment.  Commitment fees based on a percentage of a client’s unused line of credit and fees related to standby letters of credit are recognized over the commitment period. When loans are repaid, any remaining unamortized balances of unearned fees, deferred fees and costs and premiums and discounts paid on purchased loans are accounted for through interest income.

When a borrower discontinues making payments as contractually required by the note, the Company must determine whether it is appropriate to continue to accrue interest.  Generally, the Company places loans in a nonaccrual status and ceases recognizing interest income when the loan has become delinquent by more than 90 days or when management determines that the full repayment of principal and collection of interest is unlikely.  The Company may decide to continue to accrue interest on certain loans more than 90 days delinquent if they are well secured by collateral and in the process of collection.

When a loan is placed on nonaccrual status, all interest accrued but uncollected is reversed against interest income in the period in which the status is changed.  Subsequent payments received from the client are applied to principal and no further interest income is recognized until the principal has been paid in full or until circumstances have changed such that payments are again consistently received as contractually required.  The Company occasionally recognizes income on a cash basis for non-accrual loans in which the collection of the remaining principal balance is not in doubt.
Allowance for Credit Losses - Loans (Subsequent to the Adoption of ASC 326 on January 1, 2023)

Effective January 1, 2023, the Company accounts for credit losses on loans in accordance with ASC 326 – “Financial Instruments-Credit Losses”. The allowance for credit losses for loans (“ACL”) is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. The Company has elected to exclude accrued interest receivable from the amortized cost basis in the estimate of the ACL. The provision for credit losses reflects the amount required to maintain the ACL at an appropriate level based upon management’s evaluation of the adequacy of collective and individual loss reserves. The Company’s methodologies for determining the adequacy of ACL are set forth in a formal policy and take into consideration the need for a valuation allowance for loans evaluated on a collective pool basis which have similar risk characteristics, as well as allowances that are tied to individual loans that do not share risk characteristics and are individually evaluated. The Company increases its ACL by charging the provision for credit losses on its consolidated income statements. Losses related to specific assets are applied as a reduction of the carrying value of the assets and charged against the ACL when management believes the non-collectability of a loan balance is confirmed. Recoveries on previously charged off loans are credited to the ACL.

Management conducts an assessment of the ACL on a monthly basis and undertakes a more comprehensive evaluation quarterly. The ACL is estimated using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts and is maintained at a level sufficient to provide for expected credit losses over the life of the loan, including expected prepayments, based on evaluating historical credit loss experience and making adjustments to historical loss information for differences in the specific risk characteristics in the current loan portfolio and economic conditions.

The ACL is measured on a collective pool basis when similar risk characteristics exist. In estimating the component of the ACL for loans that share common risk characteristics, loans are pooled based on the loan types and areas of risk concentration. For loans evaluated collectively as a pool, the ACL is calculated using the weighted average remaining maturity (“WARM”) method. The WARM method utilizes a historical average annual charge-off rate containing loan loss information over a historical lookback period that is used as a foundation for estimating the ACL for the remaining outstanding balances of loans in a segment at a particular consolidated balance sheet date. The WARM methodology was chosen because each of the loan segments have had loan loss histories dating back as far as 2006 and therefore capture the Company’s historical losses and recoveries and thus established reliable loan loss rates for each segment. In the events where there was insufficient historical loan data to establish a reliable loan loss rate, California peer bank data has been utilized to establish loan loss rates.

The Company established a general forecast loan policy to calculate the loan loss rates for each loan segment. The general forecast policy projects that the next four quarters will be similar to the Company’s loan loss rates from 2009 to 2016, and then revert to the long-term average over one quarter.

The calculation of the reserve is adjusted using qualitative factors for current conditions and for reasonable and supportable forecast periods. These qualitative factors serve to compensate for additional areas of uncertainty inherent in the portfolio that are not directly reflected in the Company’s historical loan losses, and may include adjustments for changes in environmental and economic conditions, such as changes in unemployment rates, changes in Gross Domestic Product, change in percentage of drought impact, and other relevant factors in near to medium term of time.

Portfolio segmentation is defined as the level at which an entity develops and documents a systematic methodology to determine its ACL. The method for determining the ACL described above is used to determine the ACL in each portfolio segment in the Company’s loan portfolio. The Company has designated the following portfolio segments of loans:

Manufactured Housing: The Company has a financing program for manufactured housing to provide affordable home ownership. These loans are offered in approved mobile home parks throughout California primarily on or near the coast. The parks must meet specific criteria. The manufactured housing loans are secured by the manufactured home and are retained in the Company’s loan portfolio. The primary risks of manufactured housing loans include the borrower’s inability to pay, material decreases in the value of the collateral, and significant increases in interest rates, which may reduce the borrower’s ability to make the required principal and/or interest payments.

Commercial Real Estate (“CRE”): CRE loans are those for which the Company holds real commercial real estate property as collateral. This category of loans also includes loans secured by agriculture or farmland and construction loans. These loans are primarily underwritten based on the cash flows of the business and secondarily on the real estate. The primary risks associated with CRE loans include the borrower’s inability to pay, material decreases in the value of the real estate that is being held as collateral, and significant increases in interest rates, which may make the real estate loan unprofitable to the borrower. Real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy.

Commercial: Commercial loans are loans that are secured by business assets including inventory, receivables, and machinery and equipment. Risk associated with commercial loans arises primarily due to the difference between expected and actual cash flows of the borrowers. In addition, the recoverability of the Company’s investment in these loans is also dependent on other factors primarily dictated by the type of collateral securing these loans, and occasionally upon other borrower assets and guarantor assets. The fair value of the collateral securing these loans may fluctuate as market conditions change. In the case of loans secured by accounts receivable, the recovery of the Company’s investment is dependent upon the borrower’s ability to collect amounts due from its customers.

Small Business Administration (SBA): These are the unguaranteed portion of loans that are partially guaranteed by the SBA. SBA loans are similar to commercial business loans. The Company originates SBA loans with the intent to sell the guaranteed portion into the secondary market on a quarterly basis. Certain loans classified as SBA are secured by commercial real estate property which are included in the commercial real estate category above. SBA loans secured by all other forms of real estate are included in the business loans secured by real estate segment. All other SBA loans are secured by business assets and have similar risks to those discussed in the commercial category above.

Single Family Real Estate and Home Equity Lines of Credit (“HELOC”): These loans are made to consumers and are secured by residential real estate. The primary risks of single family real estate and HELOC loans include the borrower’s inability to pay, material decreases in the value of the real estate that is being held as collateral, and significant increases in interest rates, which may reduce the borrower’s ability to make the required principal and/or interest payments.

Consumer: The Company has a limited number of consumer loans. Risk arises with these loans in the borrower’s inability to pay and decreases in the fair value of the underlying collateral, if any.

Loans that do not share risk characteristics with other loans in the portfolio are individually evaluated for a required ACL and are not included in the collective evaluation. Factors involved in determining whether a loan should be individually evaluated include, but are not limited to, the financial condition of the borrower and the value of the underlying collateral. Expected credit losses for loans evaluated individually are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, when the Company determines that foreclosure is probable, the expected credit loss is measured based on the fair value of the collateral as of the reporting date, less estimated selling costs. Collateral may consist of various types of real estate including residential properties, commercial properties, agriculture land, vacant land, and manufactured housing. The Company assesses these loans on each reporting date to determine whether repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty.

If the fair value of the collateral is less than the amortized cost basis of the loan, the Company will recognize an ACL or partial charge off as the difference between the fair value of the collateral, less costs to sell, and the amortized cost basis of the loan. If the fair value of the collateral exceeds the amortized cost basis of the loan, any expected recovery added to the amortized cost basis will be limited to the amount previously charged off. Subsequent changes in the expected credit losses for loans evaluated individually are included within the provision for credit losses in the same manner in which the expected credit loss initially was recognized or as a reduction in the provision that would otherwise be reported.

The process of assessing the adequacy of the ACL is necessarily subjective. Further, and particularly in times of economic downturns, it is reasonably possible that future credit losses may exceed historical loss levels and may also exceed management’s current estimates of expected credit losses within the loan portfolio. As such, there can be no assurance that future charge offs will not exceed management’s current estimate of what constitutes a reasonable ACL.

Allowance for Loan Losses (Prior to the Adoption of ASC 326 on January 1, 2023)

Prior to the adoption of ASC 326 on January 1, 2023, the allowance for loan losses was intended to be appropriate to provide for probable losses that were considered inherent in the loan portfolio. This process involved deriving probable loss estimates that were based on migration analyses and historical loss rates, in addition to qualitative factors that were based on management’s judgment. The migration analysis and historical loss rate calculations were based on annualized loss rates. Migration analysis was utilized for the commercial real estate, commercial, commercial agriculture, SBA, HELOC, single family residential, and consumer portfolios. The historical loss rate method was utilized primarily for the manufactured housing portfolio. The migration analysis considered the risk rating of loans that were charged off in each loan category.

The Company’s allowance for loan losses was maintained at a level believed appropriate by management to absorb known and inherent probable losses on existing loans. The allowance was charged for losses when management believed that full recovery on the loan was unlikely.  

The allowance for loan losses calculation for the different loan portfolios consisted of the following:
 

Commercial real estate, commercial, commercial agriculture, SBA, HELOC, single family residential, and consumer: Migration analysis combined with risk rating of the loans was used to determine the required allowance for loan losses for all non-impaired loans. In addition, the migration results were adjusted based upon qualitative factors that affect the specific portfolio category. Reserves on impaired loans were determined based upon the individual characteristics of the loan.

Manufactured housing: The allowance for loan losses was calculated on the basis of loss history and risk rating, which was primarily a function of delinquency. In addition, the loss results were adjusted based upon qualitative factors that affected this specific portfolio.

A loan was considered impaired when, based on current information, it was probable that the Company would be unable to collect the scheduled payments of principal and/or interest under the contractual terms of the loan agreement. Factors considered by management in determining impairment included payment status, collateral value, and the probability of collecting scheduled principal and/or interest payments. Loans that experienced insignificant payment delays or payment shortfalls generally were not classified as impaired. Management determined the significance of payment delays or payment shortfalls on a case-by-case basis. When determining the possibility of impairment, management considered the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. For collateral-dependent loans, the Company used the fair value of collateral method to measure impairment. The collateral-dependent loans that recognized impairment were charged down to the fair value of the collateral less costs to sell. All other loans were measured for impairment either based on the present value of future cash flows or the loan’s observable market price.

The Company evaluated and individually assessed for impairment loans either on nonaccrual, those that were classified as a troubled debt restructuring, or when other conditions existed which led management to review for possible impairment. Measurement of impairment on impaired loans was determined on a loan-by-loan basis and in total established a specific reserve for impaired loans. Interest income was not recognized on impaired loans except for limited circumstances in which a loan, although impaired, continued to perform in accordance with the loan contract and the borrower provided financial information to support maintaining the loan on accrual.

The Company determined the appropriate allowance for loan losses on a monthly basis.  Any differences between estimated and actual observed losses from the prior month were reflected in the current period in determining the appropriate allowance for loan losses determination and adjusted as deemed necessary. The review of the appropriateness of the allowance took into consideration such factors as concentrations of credit, changes in the growth, size, and composition of the loan portfolio, overall and individual portfolio quality, review of specific problem loans, collateral, guarantees and economic and environmental conditions that may have affected borrowers’ ability to pay and/or the value of the underlying collateral. Additional factors considered included geographic location of borrowers, changes in the Company’s product-specific credit policy, and lending staff experience. These estimates depended on the outcome of future events and, therefore, contained inherent uncertainties.

Another component of the allowance for loan losses considered qualitative factors related to non-impaired loans. The qualitative portion of the allowance on each of the loan pools was based on changes in any of the following factors:
 

Concentrations of credit

Trends in volume, maturity, and composition of loans

Volume and trend in delinquency, nonaccrual, and classified assets

Economic conditions

Policy and procedures or underwriting standards

Staff experience and ability

Value of underlying collateral

Competition, legal, or regulatory environment

Results of outside exams and quality of loan review and Board oversight

Modified Loans to Troubled Borrowers

From time to time, the Company will modify certain loans in order to alleviate temporary difficulties in a borrower’s financial condition and/or constraints on a borrower’s ability to repay the loan, and to minimize potential losses to the Company. Such modifications may include changes in the amortization terms of the loan, reductions in interest rates, acceptance of interest only payments, and in limited cases, reductions to the outstanding loan balance. Such loans are typically placed on nonaccrual status when there is doubt concerning the full repayment of principal and interest or the loan has been in default for a period of 90 days or more. These loans may be returned to accrual status when all contractual amounts past due have been brought current, and the borrower’s performance under the modified terms of the loan agreement and the ultimate collectability of all contractual amounts due under the modified terms is no longer in doubt. The Company typically measures the ACL on these loans on an individual basis when the loans are deemed to no longer share risk characteristics that are similar with other loans in the portfolio. The determination of the ACL for these loans is based on a discounted cash flow approach, unless the loan is deemed collateral dependent, which requires measurement of the ACL based on the estimated expected fair value of the underlying collateral, less selling costs. In addition, GAAP requires the Company to make certain disclosures related to these loans, including certain types of modifications, as well as how such loans have performed since their modifications. Please see Note 4 - Loans Held for Investment for additional information concerning modified loans to troubled borrowers.

Off-Balance Sheet Credit Exposure
 
In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the consolidated financial statements when they are funded. They involve, to varying degrees, elements of credit risk in excess of amounts recognized in the consolidated balance sheets. Losses would be experienced when the Company is contractually obligated to make a payment under these instruments and must seek repayment from the borrower, which may not be as financially sound in the current period as they were when the commitment was originally made. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company enters into credit arrangements that generally provide for the termination of advances in the event of a covenant violation or other event of default. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. The commitments are collateralized by the same types of assets used as loan collateral.
 
After the adoption of ASC 326 on January 1, 2023, the estimate of the ACL for off-balance sheet commitments provides for current estimated credit losses for the unused portion of collective pools of off-balance sheet credit exposures expected to be funded, except for unconditionally cancellable commitments for which no reserve is required under ASC 326. The ACL for off-balance sheet commitments includes reserve factors that are consistent with the ACL methodology for loans using the expected loss factors and an estimated utilization or probability of draw factor, which are based on historical experience. Changes in the ACL for off-balance sheet commitments are reported as a component of provision for credit losses in the consolidated income statements and the allowance for credit losses for off-balance sheet commitments is included in other liabilities in the consolidated balance sheets.

Prior to the adoption of ASC 326 on January 1, 2023, the Company applied qualitative factors to its off-balance sheet obligations in determining an estimate of losses inherent in these contractual obligations. The estimate for losses on off-balance sheet instruments is included within other liabilities and the charge to income that established this liability is included in other expense on the consolidated income statement.
 
Income Taxes
 
The Company uses the asset and liability method, which recognizes an asset or liability representing the tax effects of future deductible or taxable amounts that have been recognized in the consolidated financial statements.  Due to tax regulations, certain items of income and expense are recognized in different periods for tax return purposes than for financial statement reporting.  These items represent “temporary differences.”  Deferred income taxes are recognized for the tax effect of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  A valuation allowance is established for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets may not be realized.  Any interest or penalties assessed by the taxing authorities are classified in the financial statements as income tax expense.  Deferred tax assets are included in other assets on the consolidated balance sheets.
 
Management evaluates the Company’s deferred tax asset for recoverability using a consistent approach, which considers the relative impact of negative and positive evidence, including the Company’s historical profitability and projections of future taxable income.  The Company is required to establish a valuation allowance for deferred tax assets and record a charge to income if management determines, based on available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets may not be realized.
 
The Company is subject to the provisions of ASC 740, Income Taxes (“ASC 740”).  ASC 740 prescribes a more likely than not threshold for the financial statement recognition of uncertain tax positions.  ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  On a quarterly basis, the Company evaluates income tax accruals in accordance with ASC 740 guidance on uncertain tax positions.
 
Earnings Per Share
 
Basic earnings per common share is computed using the weighted average number of common shares outstanding for the period.  Diluted earnings per share includes the effect of all dilutive potential common shares for the period.  Potentially dilutive common shares include outstanding stock options.

The components of basic and diluted earnings per share are as follows:

 
 
Three Months Ended March 31,
 
 
 
2023
    2022  
   
(dollars in thousands, except per share amounts)
 
Net income available to common stockholders
 
$
2,464
   
$
3,960
 
                 
Weighted average number of common shares outstanding - basic
   
8,813,554
     
8,661,795
 
Add: Dilutive effects of assumed exercises of stock options
   
171,509
     
187,413
 
Weighted average number of common shares outstanding - diluted
   
8,985,063
     
8,849,208
 
                 
Earnings per share:
               
Basic
 
$
0.28
   
$
0.46
 
Diluted
 
$
0.27
   
$
0.45
 
Stock options for 112,672 and 83,122 shares of common stock were not considered in computing diluted earnings per share for the three months ended March 31, 2023 and 2022, respectively, because they were antidilutive.
 
Recently Adopted Accounting Pronouncements
 
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13 - “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This ASU replaces the incurred loss impairment model in current GAAP with a model that reflects current expected credit losses (“CECL”). The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. CECL also requires credit losses on available-for-sale debt securities be measured through an allowance for credit losses when the fair value is less than the amortized cost basis. It also applies to off-balance sheet credit exposures. The ASU requires that all expected credit losses for financial assets held at the reporting date be measured based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU also requires enhanced disclosure, including qualitative and quantitative disclosures that provide additional information about significant estimates and judgments used in estimating credit losses. The provisions of this Update became effective for the Company for all annual and interim periods beginning January 1, 2023.

In April 2019, the FASB issued ASU 2019-04 - “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”. This ASU was issued as part of an ongoing project on the FASB’s agenda for improving the Codification or correcting for its unintended application. The FASB issued this ASU, which is specific to ASUs: 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” 2016-01 - “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” and 2017-12 - “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The amendments in this Update became effective for all interim and annual reporting periods for the Company on January 1, 2023. The Company adopted the provisions within this ASU in conjunction with the implementation of ASC 326 - “Financial Instruments - Credit Losses,” including: (i) the election to not measure credit losses on accrued interest receivable when such balances are written-off in a timely manner when deemed uncollectable and (ii) the election to not include the balance of accrued interest receivable as part of the amortized cost of a loan, but rather to present it separately in the consolidated balance sheets.

In May 2019, the FASB issued ASU 2019-05 - “Financial Instruments - Credit Losses (Topic 326) - Targeted Transition Relief.” This ASU was issued to allow entities that have certain financial instruments within the scope of ASC 326-20 - “Financial Instruments - Credit Losses - Measured at Amortized Cost” to make an irrevocable election to elect the fair value option for those instruments in ASC 825-10 - “Financial Instruments - Overall” upon the adoption of ASC 326, which for the Company was January 1, 2023. The fair value option is not applicable to held-to-maturity debt securities. Entities are required to make this election on an instrument-by-instrument basis. The Company did not elect the fair value option for any of its financial assets upon the adoption of ASC 326 on January 1, 2023.

The Company has developed an expected credit loss estimation model in accordance with ASC 326. The Company established a committee comprised of executive management and members of Accounting and Credit Administration and utilizes a third-party software provider specializing in CECL loss modeling. For loans evaluated collectively as a pool, the allowance for credit losses is calculated using the weighted average remaining maturity (“WARM”) method, as described more fully above. The Company’s model incorporates reasonable and supportable economic forecasts into the estimate of expected credit losses, which requires significant judgment.

Effective January 1, 2023, the Company adopted the provisions of ASC 326 through the application of the modified retrospective transition approach, and recorded a net decrease of $1.6 million to the beginning balance of retained earnings as of January 1, 2023 for the cumulative effect adjustment. The following table illustrates the impact of adoption of the CECL methodology on the Company’s consolidated balance sheet as of January 1, 2023:

   
Pre-CECL
Adoption
   
Impact of
CECL
Adoption
   
As Reported
Under CECL
 
   
(in thousands)
 
Assets:
                 
Allowance for credit losses on securities:
                 
Available-for-sale
 
$
   
$
   
$
 
Held-to-maturity
   
     
     
 
Allowance for credit losses - loans
   
10,765
     
1,811
     
12,576
 
Deferred tax assets
   
5,053
     
659
     
5,712
 
                         
Liabilities:
                       
Allowance for credit losses for off-balance sheet commitments
   
94
     
421
     
515
 
                         
Stockholders’ equity:
                       
Retained earnings
   
67,727
     
(1,573
)
   
66,154
 

The Company’s assessment of held-to-maturity and available-for-sale investment securities as of January 1, 2023, indicated that an allowance for credit losses was not required. The Company determined the likelihood of default on held-to-maturity investment securities was remote, and the amount of expected non-repayment on those investments was zero. The Company also analyzed available-for-sale investment securities that were in an unrealized loss position as of January 1, 2023, and determined the decline in fair value for those securities was not related to credit, but rather related to changes in interest rates and general market conditions. As such, no allowance for credit losses was recorded for held-to-maturity and available-for-sale securities as of January 1, 2023.

In February 2019, the U.S. federal bank regulatory agencies approved a final rule modifying their regulatory capital rules and providing an option to phase in over a three-year period the Day 1 adverse regulatory capital effects of ASU 2016-13. As a result, entities have the option to gradually phase in the full effect of CECL on regulatory capital over a three-year transition period. The Company elected to phase in the full effect of CECL on regulatory capital over the three-year transition period.

In March 2022, the FASB issued ASU No. 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”). ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Under the provisions of this ASU, an entity must determine whether a modification results in a new loan or the continuation of an existing loan. Further, the amendments in this ASU require that an entity disclose current period gross charge-offs on loans by year of origination and class of financing receivable. This guidance became effective for the Company on January 1, 2023. The new guidance did not have a material impact on the Company’s consolidated financial statements; however, the required disclosures were added to the consolidated financial statements.

2.
INVESTMENT SECURITIES
 
The amortized cost and estimated fair value of investment securities are as follows:
   
March 31, 2023
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
(Losses)
   
Fair
Value
 
Securities available-for-sale
 
(in thousands)
 
U.S. government agency notes
 
$
3,685
   
$
18
   
$
   
$
3,703
 
U.S. government agency collateralized mortgage obligations (“CMO”)
   
4,384
     
     
(175
)
   
4,209
 
Corporate debt securities
   
9,250
     
     
(1,629
)
   
7,621
 
Total
 
$
17,319
   
$
18
   
$
(1,804
)
 
$
15,533
 
                                 
Securities held-to-maturity
                               
U.S. government agency mortgage-backed securities (“MBS”)
 
$
2,425
   
$
5
   
$
(95
)
 
$
2,335
 
Total
 
$
2,425
   
$
5
   
$
(95
)
 
$
2,335
 
                                 
Securities measured at fair value
                               
Equity securities: Farmer Mac class A stock
 
$
66
   
$
200
   
$
   
$
266
 
Total
 
$
66
   
$
200
   
$
   
$
266
 
 
   
December 31, 2022
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
(Losses)
   
Fair
Value
 
Securities available-for-sale
 
(in thousands)
 
U.S. government agency notes
 
$
4,081
   
$
26
   
$
   
$
4,107
 
U.S. government agency CMO
   
4,475
     
     
(179
)
   
4,296
 
U.S. Treasury securities
    9,984             (14 )     9,970  
Corporate debt securities
   
9,250
     
     
(935
)
   
8,315
 
Total
 
$
27,790
   
$
26
   
$
(1,128
)
 
$
26,688
 
                                 
Securities held-to-maturity
                               
U.S. government agency MBS
 
$
2,557
   
$
3
   
$
(137
)
 
$
2,423
 
Total
 
$
2,557
   
$
3
   
$
(137
)
 
$
2,423
 
                                 
Securities measured at fair value
                               
Equity securities: Farmer Mac class A stock
 
$
66
   
$
159
   
$