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, 2022 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.
Common stock of the registrant issued and outstanding of 8,682,779 as of April 29, 2022.

Table of Contents
 
Index
Page
Part I.  Financial Information
  
  3
   
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, 2021.
  
     
 
32
  47
  47
     
Part II. Other Information
  
 
48
 
48
 
48
 
48
 
48
 
48
  49
   
50

2
PART I – FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
COMMUNITY WEST BANCSHARES
CONSOLIDATED BALANCE SHEETS
 
   
March 31,
2022
    
December 31,
2021
  
   
(unaudited)
        
   
(in thousands, except share amounts)
  
Assets:
            
Cash and due from banks and federal funds sold
  
$
2,043
    
$
1,621
  
Interest-earning demand deposits in other financial institutions
    
191,145
      
206,754
  
Cash and cash equivalents
    
193,188
      
208,375
  
Investment securities - available-for-sale, at fair value; amortized cost of $19,045 at March 31, 2022 and $19,588 at December 31, 2021
    
18,815
      
19,711
  
Investment securities - held-to-maturity, at amortized cost; fair value of $2,813 at March 31, 2022 and $2,974 at December 31, 2021
    
2,771
      
2,815
  
Investment securities - measured at fair value; amortized cost of $66 at March 31, 2022 and December 31, 2021.
    
219
      
248
  
Federal Home Loan Bank stock, at cost
    
3,068
      
3,068
  
Federal Reserve Bank stock, at cost
    
1,373
      
1,373
  
Loans:
                
Held for sale, at lower of cost or fair value
    
24,193
      
23,408
  
Held for investment, net of allowance for loan losses of $10,547 at March 31, 2022 and $10,404 at December 31, 2021
    
855,568
      
858,271
  
Total loans
    
879,761
      
881,679
  
Other assets acquired through foreclosure, net
    
2,389
      
2,518
  
Premises and equipment, net
    
6,466
      
6,576
  
Other assets
    
28,553
      
30,689
  
Total assets
  
$
1,136,603
    
$
1,157,052
  
Liabilities:
                
Deposits:
                
Non-interest-bearing demand
  
$
226,073
    
$
209,893
  
Interest-bearing demand
    
504,209
      
537,508
  
Savings
    
24,239
      
23,675
  
Certificates of deposit ($250,000 or more)
    
13,197
      
17,612
  
Other certificates of deposit
    
158,022
      
161,443
  
Total deposits
    
925,740
      
950,131
  
Borrowings
    
90,000
      
90,000
  
Other liabilities
    
16,035
      
15,546
  
Total liabilities
    
1,031,775
      
1,055,677
  
                 
Stockholders’ equity:
                
Common stock — no par value, 60,000,000 shares authorized; 8,682,363 shares issued and outstanding at March 31, 2022 and 8,650,166 at December 31, 2021
    
44,780
      
44,431
  
Retained earnings
    
60,206
      
56,852
  
Accumulated other comprehensive (loss) income
    
(158
)
    
92
  
Total stockholders’ equity
    
104,828
      
101,375
  
Total liabilities and stockholders’ equity
  
$
1,136,603
    
$
1,157,052
  

See the accompanying Notes to Unaudited Consolidated Financial Statements.

3
COMMUNITY WEST BANCSHARES
CONSOLIDATED INCOME STATEMENTS (unaudited)

   
Three Months Ended
March 31,
  
   
2022
    
2021
  
Interest income:
  
(in thousands, except per share amounts)
  
Loans, including fees
  
$
11,194
    
$
10,856
  
Investment securities and other
    
306
      
199
  
Total interest income
    
11,500
      
11,055
  
Interest expense:
                
Deposits
    
570
      
742
  
Other borrowings
    
194
      
271
  
Total interest expense
    
764
      
1,013
  
Net interest income
    
10,736
      
10,042
  
(Credit) provision for loan losses
    
(284
)
    
(173
)
Net interest income after provision for loan losses
    
11,020
      
10,215
  
Non-interest income:
                
Other loan fees
    
246
      
313
  
Gains from loan sales, net
    
60
      
118
  
Document processing fees
    
101
      
106
  
Service charges
    
88
      
67
  
Other
    
796
      
293
  
Total non-interest income
    
1,291
      
897
  
Non-interest expenses:
                
Salaries and employee benefits
    
4,865
      
4,565
  
Occupancy, net
    
997
      
779
  
Professional services
    
399
      
340
  
Data processing
    
310
      
340
  
Depreciation
    
183
      
205
  
FDIC assessment
    
171
      
91
  
Advertising and marketing
    
258
      
183
  
Stock based compensation
    
92
      
68
  
Other
    
(304
)
    
289
  
Total non-interest expenses
    
6,971
      
6,860
  
Income before provision for income taxes
    
5,340
      
4,252
  
Provision for income taxes
    
1,380
      
1,231
  
Net income
  
$
3,960
    
$
3,021
  
Earnings per share:
                
Basic
  
$
0.46
    
$
0.36
  
Diluted
  
$
0.45
    
$
0.35
  
Weighted average number of common shares outstanding:
                
Basic
    
8,662
      
8,495
  
Diluted
    
8,849
      
8,615
  
Dividends declared per common share
  
$
0.070
    
$
0.060
  

See the accompanying Notes to Unaudited Consolidated Financial Statements.

4
COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

   
Three Months Ended
March 31,
  
   
2022
    
2021
  
   
(in thousands)
  
Net income
  
$
3,960
    
$
3,021
  
Other comprehensive (loss), net:
                
Unrealized (loss) on securities available-for-sale (AFS), net (tax effect of $104 and $19 for each respective period presented)
    
(250
)
    
(45
)
Net other comprehensive (loss)
    
(250
)
    
(45
)
Comprehensive income
  
$
3,710
    
$
2,976
  

See the accompanying Notes to Unaudited Consolidated Financial Statements.

5
COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

 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
  

 Three Months Ended March 31, 2021  

Common Stock
      
Accumulated
Other
Comprehensive
Income (Loss)
           
Retained
Earnings
        
Total
Stockholders’
Equity
    
    Shares     Amount
   
(in thousands)
  
Balance, December 31, 2020:
    
8,473
    
$
42,909
    
$
35
    
$
46,063
    
$
89,007
  
Net income
    
—
      
—
      
—
      
3,021
      
3,021
  
Exercise of stock options
     51       250       —       —       250  
Stock based compensation
     —       68       —       —       68  
Dividends on common stock
    
—
      
—
      
—
      
(510
)
    
(510
)
Other comprehensive (loss), net
    
—
      
—
      
(45
)
    
—
      
(45
)
Balance, March 31, 2021
    
8,524
    
$
43,227
    
$
(10
)
  
$
48,574
    
$
91,791
  

See the accompanying Notes to Unaudited Consolidated Financial Statements.

6
COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

   
Three Months Ended March 31,
  
   
2022
    
2021
  
   
(in thousands)
  
Cash flows from operating activities:
            
Net income
  
$
3,960
    
$
3,021
  
Adjustments to reconcile net income to cash provided by operating activities:
                
Provision (credit) for loan losses
    
(284
)
    
(173
)
Depreciation
    
183
      
205
  
Stock based compensation
    
92
      
68
  
Deferred income taxes
    
153
      
30
  
Net accretion of discounts and premiums for investment securities
    
6
      
24
  
(Gains) Losses on:
                
Sale of repossessed assets,
     (11 )     —  
Sale of loans, net
    
(60
)
    
(118
)
Loans originated for sale, net of collection on loans held for sale
    
(785
)
    
1,462
  
Changes in:
                
Investment securities held at fair value
    
29
      
(52
)
Other assets
    
1,740
      
130
  
Other liabilities
    
783
      
1,691
  
Servicing assets, net
    
35
      
(24
)
Net cash provided by operating activities
    
5,841
      
6,264
  
Cash flows from investing activities:
                
Principal pay downs and maturities of available-for-sale securities
    
536
      
1,146
  
Purchase of available-for-sale securities
    
—
      
(1,500
)
Principal pay downs and maturities of held-to-maturity securities
    
43
      
791
  
Loan originations and principal collections, net
    
3,047
      
(31,539
)
Purchase of premises and equipment, net
    
(73
)
    
(43
)
Proceeds from sale of other real estate owned and repossessed assets, net
     140       —  
Net cash provided by (used in) investing activities
    
3,693
      
(31,145
)
Cash flows from financing activities:
                
Net increase (decrease) in deposits
    
(24,391
)
    
38,336
  
Exercise of stock options
    
276
      
250
  
Cash dividends paid on common stock
    
(606
)
    
(510
)
Net cash (used in) provided by financing activities
    
(24,721
)
    
38,076
  
Net (decrease) increase cash and cash equivalents
    
(15,187
)
    
13,195
  
Cash and cash equivalents at beginning of period
    
208,375
      
60,540
  
Cash and cash equivalents at end of period
  
$
193,188
    
$
73,735
  
Supplemental disclosure:
                
Cash paid during the period for:
                
Interest
  
$
786
    
$
1,016
  
Income Taxes
    
—
      
—
  
Non-cash investing and financing activity:
                
Transfers to other assets acquired through foreclosure, net
    
—
      
136
  

See the accompanying Notes to Unaudited Consolidated Financial Statements.

7
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 corporation. 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 financial services 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, 2022 and for the three month period ended March 31, 2022 and 2021, 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 statements have been prepared on a basis that is substantially consistent with the accounting principles applied to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.
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.

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 loan 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, 2021 and for the three months ended March 31, 2021 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.
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 lower of cost or fair value provision.  Loans held for sale are mostly comprised of commercial agriculture and Small Business Association (“SBA”).  The Company did not incur any lower of cost or fair value provision in the three months ended March 31, 2022 and 2021.
8
Loans Held for Investment and Interest and Fees from Loans
Loans are recognized 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.  Unearned income on loans is amortized to interest income over the life of the related loan using the level yield method.
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.
Nonaccrual loans:  For all loan types, 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.  Other personal loans are typically charged off no later than 120 days delinquent.
For all loan types, 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.
Impaired loans:  A loan is considered impaired when, based on current information, it is probable that the Company will 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 include payment status, collateral value, and the probability of collecting scheduled principal and/or interest payments.  Loans that experience insignificant payment delays or payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays or payment shortfalls on a case-by-case basis.  When determining the possibility of impairment, management considers 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 uses the fair value of collateral method to measure impairment.  The collateral-dependent loans that recognize impairment are charged down to the fair value less costs to sell.  All other loans are measured for impairment either based on the present value of future cash flows or the loan’s observable market price.
Troubled debt restructured loan (“TDR”): A TDR is a loan on which the Company, for reasons related to the borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider.  These concessions include but are not limited to term extensions, rate reductions and principal reductions.  Forgiveness of principal is rarely granted and modifications for all classes of loans are predominately term extensions.  A TDR loan is also considered impaired.  Generally, a loan that is modified at an effective market rate of interest may no longer be disclosed as a troubled debt restructuring in years subsequent to the restructuring if it is not impaired based on the terms specified by the restructuring agreement.
Allowance for Loan Losses and Provision for Loan Losses
The Company maintains a detailed, systematic analysis and procedural discipline to determine the amount of the Allowance for Loan Losses (“ALL”). The ALL is based on estimates and is intended to be appropriate to provide for probable losses inherent in the loan portfolio. This process involves deriving probable loss estimates that are based on migration analysis and historical loss rates, in addition to qualitative factors that are based on management’s judgment. The migration analysis and historical loss rate calculations are based on the annualized loss rates. Migration analysis is utilized for the Commercial Real Estate (“CRE”), Commercial, Commercial Agriculture, Small Business Administration (“SBA”), Home Equity Line of Credit (“HELOC”), Single Family Residential, and Consumer portfolios. The historical loss rate method is utilized primarily for the Manufactured Housing portfolio. The migration analysis considers the risk rating of loans that are charged off in each loan category. Loans that are considered Doubtful are typically charged off. The following is a description of the characteristics of loan ratings. Loan ratings are reviewed as part of our normal loan monitoring process, but, at a minimum, updated on an annual basis.
Substantially Risk Free – These borrowers have virtually no probability of default or loss given default and present no identifiable or potential adverse risk to the Company.  Documented repayment is either backed by the full faith and credit of the United States Government or secured by cash collateral of the principal borrowed.  The collateral must be in the possession of the Company and free from potential claim.  In addition, these credits will conform in all aspects to established loan policies and procedures, laws, rules, and regulations.
9
Nominal Risk – This rating is for the highest quality borrowers with nominal probability of default or loss given default from the transaction.  Typically, this is a borrower with a well-established record of financial performance, a strong equity position, abundant liquidity, and excellent debt service ability.  The Borrower’s financial outlook is stable due to a broad range of operations or products and is able to weather an economic downturn without significant impact to liquidity or net worth.  Typically, this borrower will be publicly owned or have access to public debt or equity, all investment grade.  In addition, these credits will conform in all aspects to established loan policies and procedures, laws, rules, and regulations.  Transaction can include marketable securities as collateral, properly margined.
Pass/Watch – The loans in the four remaining pass categories range from minimal risk to moderate risk to acceptable risk to Watch risk rating. Loans rated in the first three categories are acceptable loans, appropriately underwritten, bearing an ordinary risk of loss to the Company. Loans in the minimal and moderate risk categories are loans to quality borrowers with financial statements presenting a good primary source as well as an adequate secondary source of repayment. In the case of individuals, borrowers with this rating are quality borrowers demonstrating a reasonable level of secure income, a net worth adequate to support the loan and presenting a good primary source as well as an adequate secondary source of repayment. Loans rated Watch indicate that although the borrower meets the criteria for a rating of acceptable risk or better, the credit possesses an identified and elevated risk level that should be resolved in a short period of time.  Technical risks include, but are not limited to, inadequate or improperly executed documentation, which may be material, serious delays in the submission of financial reporting or covenant violations that are not indicative of a protracted trend.
 
Special Mention - A Special Mention loan has potential weaknesses that require management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.
 
Substandard - A Substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.  These loans have a well-defined weakness or weaknesses that jeopardize full collection of amounts due.  They are characterized by the distinct possibility that the Company will sustain some loss if the borrower’s deficiencies are not corrected.
 
Doubtful - A loan classified Doubtful has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.  The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the loan, its classification as an estimated loss is deferred until its more exact status may be determined.  Pending factors include proposed merger, acquisition or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans.
 
Loss - Loans classified Loss are considered uncollectible and of such little value that their continuance as bankable loans is not warranted.  This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this loan even though partial recovery may be realized in the future.  Losses are taken in the period in which they are considered uncollectible.
 
The Company’s ALL is maintained at a level believed appropriate by management to absorb known and inherent probable losses on existing loans.  The allowance is charged for losses when management believes that full recovery on the loan is unlikely.  The following is the Company’s policy regarding charging off loans.
 
Commercial, CRE (which includes SBA 504, Land, and Construction) and SBA Loans
 
Charge-offs on these loan categories are taken as soon as all or a portion of any loan balance is deemed to be uncollectible.  A loan is considered impaired when, based on current information, it is probable that the Company will 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 include payment status, collateral value, and the probability of collecting scheduled principal and/or interest payments.  Loans that experience insignificant payment delays or payment shortfalls generally are not classified as impaired. Generally, loan balances are charged-down to the fair value of the collateral, if, based on a current assessment of the value, an apparent deficiency exists.  In the event there is no perceived equity, the loan is charged-off in full.  Unsecured loans which are delinquent over 90 days are, without clear support, also charged-off in full.
 
Single Family Real Estate, HELOC’s and Manufactured Housing Loans
 
Consumer loans and residential mortgages secured by one-to-four family residential properties, HELOC and manufactured housing loans in which principal or interest is due and unpaid for 90 days, are evaluated for impairment.  Loan balances are charged-off to the fair value of the property, less estimated selling costs, if, based on a current appraisal, an apparent deficiency exists.  In the event there is no perceived equity, the loan is generally fully charged-off.
 
10
Consumer Loans
 
All consumer loans (excluding real estate mortgages, HELOCs and cash secured loans) are charged-off or charged-down to net recoverable value before becoming 120 days or five payments delinquent.
 
The ALL calculation for the different loan portfolios is as follows:
 

•
Commercial Real Estate, Commercial, Commercial Agriculture, SBA, HELOC, Single Family Residential, and Consumer – Migration analysis combined with risk rating is used to determine the required ALL for all non-impaired loans.  In addition, the migration results are adjusted based upon qualitative factors that affect the specific portfolio category.  Reserves on impaired loans are determined based upon the individual characteristics of the loan.

•
Manufactured Housing – The ALL is calculated on the basis of loss history and risk rating, which is primarily a function of delinquency.  In addition, the loss results are adjusted based upon qualitative factors that affect this specific portfolio.
 
The Company evaluates and individually assesses for impairment loans classified as Substandard or Doubtful in addition to loans either on nonaccrual, considered a TDR or when other conditions exist which lead management to review for possible impairment. Measurement of impairment on impaired loans is determined on a loan-by-loan basis and in total establishes a specific reserve for impaired loans.  The amount of impairment is determined by comparing the recorded investment in each loan with its value measured by one of three methods:
 

•
The expected future cash flows are estimated and then discounted at the effective interest rate.

•
The value of the underlying collateral net of selling costs.  Selling costs are estimated based on industry standards, the Company’s actual experience or actual costs incurred as appropriate.  When evaluating real estate collateral, the Company typically uses appraisals or valuations, no more than twelve months old at time of evaluation.  When evaluating non-real estate collateral securing the loan, the Company will use financial statements prepared by an accountant or appraisals no more than twelve months old at time of evaluation.  Additionally, for both real estate and non-real estate collateral, the Company may use other sources to determine value as deemed appropriate.

•
The loan’s observable market price.
 
Interest income is not recognized on impaired loans except for limited circumstances in which a loan, although impaired, continues to perform in accordance with the loan contract and the borrower provides financial information to support maintaining the loan on accrual.
 
The Company determines the appropriate ALL on a monthly basis.  Any differences between estimated and actual observed losses from the prior month are reflected in the current period in determining the appropriate ALL determination and adjusted as deemed necessary.  The review of the appropriateness of the allowance takes 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 affect the borrowers’ ability to pay and/or the value of the underlying collateral.  Additional factors considered include geographic location of borrowers, changes in the Company’s product-specific credit policy and lending staff experience.  These estimates depend on the outcome of future events and, therefore, contain inherent uncertainties.
 
Another component of the ALL considers qualitative factors related to non-impaired loans. The qualitative portion of the allowance on each of the loan pools is 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

•
Geographic distance

•
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

11
Off Balance Sheet and 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 client 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 client’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.
 
As with outstanding loans, the Company applies qualitative factors to its off-balance sheet obligations in determining an estimate of losses inherent in these contractual obligations.  The estimate for loan losses on off-balance sheet instruments is included within other liabilities and the charge to income that establishes this liability is included in other expense on the consolidated income statements.
 
Foreclosed Real Estate and Repossessed Assets
 
Foreclosed real estate and other repossessed assets are recorded at fair value at the time of foreclosure less estimated costs to sell.  Any excess of loan balance over the fair value less estimated costs to sell of the other assets is charged-off against the allowance for loan losses.  Any excess of the fair value less estimated costs to sell over the loan balance is recorded as a loan loss recovery to the extent of the loan loss previously charged-off against the allowance for loan losses; and, if greater, recorded as a gain on foreclosed assets.  Subsequent to the legal ownership date, the Company periodically performs a new valuation, and the asset is carried at the lower of carrying amount or fair value less estimated costs to sell.  Operating expenses or income, and gains or losses on disposition of such properties, are recorded in current operations.
 
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 is 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 divided into the net income.  Diluted earnings per share include the effect of all dilutive potential common shares for the period.  Potentially dilutive common shares include stock options.
 
12
Recent Accounting Pronouncements
 
In June 2016, the FASB issued updated guidance codified within ASU-2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which amends the guidance for recognizing credit losses from an “incurred loss” methodology that delays recognition of credit losses until it is probable a loss has been incurred to an expected credit loss methodology. The guidance requires the use of the modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The standard is effective for the Company as of January 1, 2023. The Company has formed a subcommittee of its allowance for loan losses committee which is currently evaluating the impact of the amended guidance and has not yet determined the effect of the standard on its ongoing financial reporting. In addition, the Company has analyzed its historical data and is running parallel calculations under different methods in order to refine its final methodology.
In March 2020, the FASB issued updated guidance codified within ASU-2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. In response to the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable, or transaction based and less susceptible to manipulation. The Company has limited exposure with $4.6 million of securities tied to LIBOR and $2.2 million of loans tied to LIBOR at March 31, 2022. The Company is currently evaluating the impact of the amended guidance. The adoption of this standard is not anticipated to have a material impact on the Company’s Consolidated Financial Statements.

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”) eliminates the accounting guidance for troubled debt restructurings (“TDRs”) while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty that assess whether a modification has created a new loan. Additionally, ASU 2022-02 requires that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. For entities that have adopted ASC 326, the amendments in the ASU are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The impact of ASU 2022-02 should be applied prospectively, or, for the recognition and measurement of TDRs, with a modified retrospective transition method. The Company is in the process of evaluating this guidance.

2.
INVESTMENT SECURITIES
 
The amortized cost and estimated fair value of investment securities are as follows:
   
March 31, 2022
  
   
Amortized
Cost
    
Gross
Unrealized
Gains
    
Gross
Unrealized
(Losses)
    
Fair
Value
  
Securities available-for-sale
  
(in thousands)
  
U.S. government agency notes
  
$
5,303
    
$
31
    
$
—
 
$
5,334
  
U.S. government agency collateralized mortgage obligations (“CMO”)
    
4,492
      
11
      
(14
)
    
4,489
  
Corporate debt securities
    
9,250
      
31
      
(289
)
    
8,992
  
Total
  
$
19,045
    
$
73
    
$
(303
)
  
$
18,815
  
                                 
Securities held-to-maturity
                                
U.S. government agency mortgage-backed securities (“MBS”)
  
$
2,771
    
$
60
    
$
(18
)
  
$
2,813
  
Total
  
$
2,771
    
$
60
    
$
(18
)
  
$
2,813
  
                                 
Securities measured at fair value
                                
Equity securities: Farmer Mac class A stock
  
$
66
    
$
153
    
$
—
    
$
219
  
Total
  
$
66
    
$
153
    
$
—
    
$
219
  
 
   
December 31, 2021
  
   
Amortized
Cost
    
Gross
Unrealized
Gains
    
Gross
Unrealized
(Losses)
    
Fair
Value
  
Securities available-for-sale
  
(in thousands)
  
U.S. government agency notes
  
$
5,476
    
$
32
    
$
—
 
$
5,508
  
U.S. government agency collateralized mortgage obligations (“CMO”)
    
4,862
      
31
      
(10
)
    
4,883
  
Corporate debt securities
    
9,250
      
102
      
(32
)
    
9,320
  
Total
  
$
19,588
    
$
165
    
$
(42
)
  
$
19,711
  
                                 
Securities held-to-maturity
                                
U.S. government agency mortgage-backed securities (“MBS”)
  
$
2,815
    
$
159
    
$
—
 
$
2,974
  
Total
  
$
2,815
    
$
159
    
$
—
 
$
2,974
  
                                 
Securities measured at fair value
                                
Equity securities: Farmer Mac class A stock
  
$
66
    
$
182
    
$
—
    
$
248
  
Total
  
$
66
    
$
182
    
$
—
    
$
248
  
 
At March 31, 2022 and December 31, 2021, $12.6 million and $13.2 million of securities at carrying value, respectively, were pledged to the Federal Home Loan Bank (“FHLB”), as collateral for current and future advances.
 
13
The maturity periods and weighted average yields of investment securities at the period ends indicated were as follows:
 
   
March 31, 2022
  
   
Less than One
Year
    
One to Five
Years
    
Five to Ten
Years
    
Over Ten Years
    
Total
  
   
Amount
    
Yield
    
Amount
    
Yield
    
Amount
    
Yield
    
Amount
    
Yield
    
Amount
    
Yield
  
Securities available-for-sale
  
(dollars in thousands)
  
U.S. government agency notes
  
$
—
      
—
    
$
601
      
0.6
%
  
$
4,733
      
1.3
%
  
$
—
      
—
    
$
5,334
      
1.2
%
U.S. government agency CMO
    
—
      
—
   
1,045
      
0.7
%
    
2,747
      
0.8
%
    
697
      
1.2
 %
    
4,489
      
0.9
%
Corporate debt securities
    
—
      
—
      
8,992
      
3.7
%
    
—
      
0.0
%
    
—
      
—
      
8,992
      
3.7
%
Total
  
$
—
      
—

 
$
10,638
      
3.2
%
  
$
7,480
      
1.1
%
  
$
697
      
1.2
 %
  
$
18,815
      
2.3
%
                                                                                 
Securities held-to-maturity
                                                                                
U.S. government agency MBS
  
$
—
      
—
    
$
1,170
      
2.9
%
  
$
1,601
      
3.2
%
  
$
—
      
—
    
$
2,771
      
3.0
%
Total
  
$
—
      
—
    
$
1,170
      
2.9
%
  
$
1,601
      
3.2
%
  
$
—
      
—
    
$
2,771
      
3.0
%
                                                                                 
Securities measured at fair value
                                                                                
Farmer Mac class A stock
  
$
—
      
—
    
$
—
      
—
    
$
—
      
—
    
$
—
      
—
    
$
219
      
—
  
Total
  
$
—
      
—
    
$
—
      
—
    
$
—
      
—
    
$
—
      
—
    
$
219
      
—
  
 
   
December 31, 2021
  
   
Less than One
Year
    
One to Five
Years
    
Five to Ten
Years
    
Over Ten Years
    
Total
  
   
Amount
    
Yield
    
Amount
    
Yield
    
Amount
    
Yield
    
Amount
    
Yield
    
Amount
    
Yield
  
Securities available-for-sale
  
(dollars in thousands)
  
U.S. government agency notes
  
$
—
      
—
    
$
661
      
0.6
%
  
$
4,847
      
1.3
%
  
$
—
      
—
    
$
5,508
      
1.2
%
U.S. government agency CMO
    
—
      
—
   
3,905
      
0.5
%
    
978
      
0.8
%
    
—
      
—
      
4,883
      
0.6
%
Corporate debt securities
    
—
      
—
   
9,320
      
3.7
%
    
—
      
0.0
 %    
—
      
—
   
9,320
      
3.7
%
Total
  
$
—
      
—
    
$
13,886
      
2.7
%
  
$
5,825
      
1.2
%
  
$
—
      
—
    
$
19,711
      
2.2
%
                                                                                 
Securities held-to-maturity
                                                                                
U.S. government agency MBS
  
$
—
      
—
    
$
2,065
      
2.9
%
  
$
750
      
3.6
%
  
$
—
      
—
    
$
2,815
      
3.1
%
Total
  
$
—
      
—
    
$
2,065
      
2.9
%
  
$
750
      
3.6
%
  
$
—
      
—
    
$
2,815
      
3.1
%
                                                                                 
Securities measured at fair value
                                                                                
Farmer Mac class A stock
  
$
—
      
—
    
$
—
      
—
    
$
—
      
—
    
$
—
      
—
    
$
248
      
—
  
Total
  
$
—
      
—
    
$
—
      
—
    
$
—
      
—
    
$
—
      
—
    
$
248
      
—
  
 
14
The amortized cost and fair value of investment securities maturities by the periods presented were as shown below:
 
   
March 31,
2022
    
December 31,
2021
  
   
Amortized
Cost
    
Estimated
Fair Value
    
Amortized
Cost
    
Estimated
Fair Value
  
Securities available-for-sale
  
(in thousands)
  
Due in one year or less
  
$
—
    
$
—
    
$
—
    
$
—
  
After one year through five years
    
10,892
      
10,638
      
13,786
      
13,886
  
After five years through ten years
    
7,446
      
7,480
      
5,802
      
5,825
  
After ten years
    
707
      
697
      
—
      
—
  
Total
  
$
19,045
    
$
18,815
    
$
19,588
    
$
19,711
  
                                 
Securities held-to-maturity
                                
Due in one year or less
  
$
—
    
$
—
    
$
—
    
$
—
  
After one year through five years
    
1,170
      
1,196
      
2,065
      
2,137
  
After five years through ten years
    
1,601
      
1,617
      
750
      
837
  
After ten years
    
—
      
—
      
—
      
—
  
Total
  
$
2,771
    
$
2,813
    
$
2,815
    
$
2,974
  
                                 
Securities measured at fair value
                                
Farmer Mac class A stock
  
$
66
    
$
219
    
$
66
    
$
248
  
Total
  
$
66
    
$
219
    
$
66
    
$
248
  
 
Actual maturities may differ from contractual maturities as borrowers or issuers have the right to prepay or call the investment securities.  Changes in interest rates may also impact prepayments.
 
The following tables show all securities that are in an unrealized loss position:
 
   
March 31, 2022
  
   
Less Than Twelve Months
    
More Than Twelve Months
    
Total
  
   
Gross
Unrealized
Losses
    
Fair
Value
    
Gross
Unrealized
Losses
    
Fair
Value
    
Gross
Unrealized
Losses
    
Fair
Value
  
Securities available-for-sale
  
(in thousands)
  
U.S. government agency notes
  
$
—
    
$
—
    
$
—
    
$
—
    
$
—
    
$
—
  
U.S. government agency CMO
    
4
      
1,896
      
10
      
697
      
14
      
2,593
  
Corporate debt securities
    
289
      
7,461
      
—
      
—
      
289
      
7,461
  
Total
  
$
293
    
$
9,357
    
$
10
    
$
697
    
$
303
    
$
10,054
  
                                                 
Securities held-to-maturity
                                                
U.S. government agency MBS
  
$
18
    
$
874
    
$
—
    
$
—
    
$
18
    
$
874
  
Total
  
$
18
    
$
874
    
$
—
    
$
—
    
$
18
    
$
874
  
                                                 
Securities measured at fair value
                                                
Farmer Mac class A stock
  
$
—
    
$
—
    
$
—
    
$
—
    
$
—
    
$
—
  
Total
  
$
—
    
$
—
    
$
—
    
$
—
    
$
—
    
$
—
  
 
15
   
December 31, 2021
  
   
Less Than Twelve Months
    
More Than Twelve Months
    
Total
  
   
Gross
Unrealized
Losses
    
Fair
Value
    
Gross
Unrealized
Losses
    
Fair
Value
    
Gross
Unrealized
Losses
    
Fair
Value
  
Securities available-for-sale
  
(in thousands)
  
U.S. government agency notes
  
$
—
    
$
—
    
$
—
    
$
—
    
$
—
    
$
—
  
U.S. government agency CMO
    
—
      
—
      
10
      
977
      
10
      
977
  
Corporate debt securities
    
32
      
2,968
      
—
      
—
      
32
      
2,968
  
Total
  
$
32
    
$
2,968
    
$
10
    
$
977
    
$
42
    
$
3,945
  
                                                 
Securities held-to-maturity
                                                
U.S. government agency MBS
  
$
—
    
$
—
    
$
—
    
$
—
    
$
—
    
$
—
  
Total
  
$
—
    
$
—
    
$
—
    
$
—
    
$
—
    
$
—
  
                                                 
Securities measured at fair value
                                                
Farmer Mac class A stock
  
$
—
    
$
—
    
$
—
    
$
—
    
$
—
    
$
—
  
Total
  
$
—
    
$
—
    
$
—
    
$
—
    
$
—
    
$
—
  
 
As of March 31, 2022 and December 31, 2021, there were 17 and 4 securities, respectively, in an unrealized loss position.  Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses.  In estimating other-than-temporary impairment losses, management considers, among other things: (i) the length of time and the extent to which the fair value has been less than cost; (ii) the financial condition and near-term prospects of the issuer; and (iii) the Company’s intent to sell an impaired security and if it is not more likely than not it will be required to sell the security before the recovery of its amortized basis.
 
The unrealized losses are primarily due to increases in market interest rates over the yields available at the time the underlying securities were purchased.  The fair value is expected to recover as the bonds approach their maturity date, repricing date or if market yields for such investments decline.  Management does not believe any of the securities are impaired due to reasons of credit quality.  Accordingly, as of March 31, 2022 and December 31, 2021, management believes the impairments detailed in the table above are temporary and no other-than-temporary impairment loss has been realized in the Company’s consolidated income statements.

3.
LOANS HELD FOR SALE
 
SBA and Agriculture Loans
 
As of March 31, 2022 and December 31, 2021, the Company had approximately $6.3 million of SBA loans included in loans held for sale.  As of March 31, 2022 and December 31, 2021, the principal balance of SBA loans serviced for others was $2.5 million and $2.7 million, respectively.
 
The Company’s agricultural lending program includes loans for agricultural land, agricultural operational lines, and agricultural term loans for crops, equipment, and livestock.  The primary products are supported by guarantees issued from the USDA, FSA, and the USDA Business and Industry loan program.
 
As of March 31, 2022 and December 31, 2021, the Company had $17.9 million and $17.1 million of USDA loans included in loans held for sale, respectively. As of March 31, 2022 and December 31, 2021, the principal balance of USDA loans serviced for others was $0.7 million.

16
4.
LOANS HELD FOR INVESTMENT
 
The composition of the Company’s loans held for investment loan portfolio follows:
 
   
March 31,
    
December 31,
  
   
2022
    
2021
  
   
(in thousands)
  
Manufactured housing
  
$
299,969
    
$
297,363
  
Commercial real estate
    
492,181
      
480,801
  
Commercial
    
52,603
      
55,287
  
SBA
    
9,623
      
23,659
  
HELOC
    
3,475
      
3,579
  
Single family real estate
    
8,896
      
8,749
  
Consumer
    
31
      
109
  
     
866,778
      
869,547
  
Allowance for loan losses
    
(10,547
)
    
(10,404
)
Deferred fees, net
    
(546
)
    
(838
)
Discount on SBA loans
    
(33
)
    
(34
)
Other loans in process
    (84 )     —  
Total loans held for investment, net
  
$
855,568
    
$
858,271
  
 
The following table presents the contractual aging of the recorded investment in past due held for investment loans by class of loans:
   
March 31, 2022
  
   
Current
    
30-59 Days
Past Due
    
60-89 Days
Past Due
    
Over 90 Days
Past Due
    
Total
Past Due
    
Nonaccrual
    
Total
    
Recorded
Investment
Over 90 Days
and Accruing
  
   
(in thousands)
  
Manufactured housing
  
$
299,257
    
$
426
    
$
—
    
$
—
    
$
426
    
$
286
    
$
299,969
    
$
—
  
Commercial real estate:
                                                                
Commercial real estate
    
434,468
      
1,190
      
—
      
—
      
1,190
      
—
      
435,658
      
—
  
SBA 504 1st trust deed
    
14,087
      
—
      
—
      
—
      
—
      
—
      
14,087
      
—
  
Land
    
8,650
      
—
      
—
      
—
      
—
      
—
      
8,650
      
—
  
Construction
    
33,786
      
—
      
—
      
—
      
—
      
—
      
33,786
      
—
  
Commercial
    
52,409
      
194
      
—
      
—
      
194
      
—
      
52,603
      
—
  
SBA
    
9,390
      
232
      
—
      
—
      
232
      
1
      
9,623
      
—
  
HELOC
    
3,475
      
—
      
—
      
—
      
—
      
—
      
3,475
      
—
  
Single family real estate
    
8,647
      
—
      
—
      
—
      
—
      
249
      
8,896
      
—
  
Consumer
    
31
      
—
      
—
      
—
      
—
      
—
      
31
      
—
  
Total
  
$
864,200
    
$
2,042
    
$
—
    
$
—
    
$
2,042
    
$
536
    
$
866,778
    
$
—
  
 
17
   
December 31, 2021
  
   
Current
    
30-59 Days
Past Due
    
60-89 Days
Past Due
    
Over 90 Days
Past Due
    
Total
Past Due
    
Nonaccrual
    
Total
    
Recorded
Investment
Over 90 Days
and Accruing
  
   
(in thousands)
  
Manufactured housing
  
$
296,715
    
$
342
    
$
—
    
$
—
    
$
342
    
$
306
    
$
297,363
    
$
—
  
Commercial real estate:
                                                                
Commercial real estate
    
431,062
      
—
      
—
      
—
      
—
      
—
      
431,062
      
—
  
SBA 504 1st trust deed
    
16,961
      
—
      
—
      
—
      
—
      
—
      
16,961
      
—
  
Land
    
7,185
      
—
      
—
      
—
      
—
      
—
      
7,185
      
—
  
Construction
    
25,593
      
—
      
—
      
—
      
—
      
—
      
25,593
      
—
  
Commercial
    
55,287
      
—
      
—
      
—
      
—
      
—
      
55,287
      
—
  
SBA
    
23,296
      
223
      
139
      
—
      
362
      
1
      
23,659
      
—
  
HELOC
    
3,579
      
—
      
—
      
—
      
—
      
—
      
3,579
      
—
  
Single family real estate
    
8,491
      
—
      
—
      
—
      
—
      
258
      
8,749
      
—
  
Consumer
    
109
      
—
      
—
      
—
      
—
      
—
      
109
      
—
  
Total
  
$
868,278
    
$
565
    
$
139
    
$
—
    
$
704
    
$
565
    
$
869,547
    
$
—
  

Allowance for Loan Losses
The following table summarizes the changes in the allowance for loan losses:
 
   
Three Months Ended March 31,
  
   
2022
    
2021
  
   
(in thousands)
  
Beginning balance
  
$
10,404
    
$
10,194
  
Charge-offs
    
—
      
—
  
Recoveries
    
427
      
212
  
Net recoveries
    
427
      
212
  
Provision (credit)
    
(284
)
    
(173
)
Ending balance
  
$
10,547
    
$
10,233
  

As of March 31, 2022 and December 31, 2021, the Company had reserves for credit losses on undisbursed loans of $89,000 and $94,000, respectively, which were included in other liabilities.
 
The following tables summarize the changes in the allowance for loan losses by portfolio type:
 
   
For the Three Months Ended March 31,
  
   
Manufactured
Housing
    
Commercial
Real Estate
    
Commercial
    
SBA
    
HELOC
    
Single Family
Real Estate
    
Consumer
    
Total
  
2022
  
(in thousands)
  
Beginning balance
  
$
2,606
    
$
6,729
    
$
923
    
$
22
    
$
18
    
$
105
    
$
1
    
$
10,404
  
Charge-offs
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
—
  
Recoveries
    
7
      
20
      
167
      
231
      
2
      
—
      
—
      
427
  
Net recoveries
    
7
      
20
      
167
      
231
      
2
      
—
      
—
      
427
  
Provision (credit)
    
1,145
      
(703
)
    
(510
)
    
(231
)
    
15
      
—
      
—
      
(284
)
Ending balance
  
$
3,758
    
$
6,046
    
$
580
    
$
22
    
$
35
    
$
105
    
$
1
    
$
10,547
  
                                                                 
2021
                                                                
Beginning balance
  
$
2,612
    
$
5,950
    
$
1,379
    
$
118
    
$
25
    
$
108
    
$
2
    
$
10,194
  
Charge-offs
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
—
  
Recoveries
    
139
      
20
      
10
      
41
      
2
      
—
      
—
      
212
  
Net recoveries
    
139
      
20
      
10
      
41
      
2
      
—
      
—
      
212
  
Provision (credit)
    
(128
)
    
250
      
(281
)
    
(29
)
    
(2
)
    
18
      
(1
)
    
(173
)
Ending balance
  
$
2,623
    
$
6,220
    
$
1,108
    
$
130
    
$
25
    
$
126
    
$
1
    
$
10,233
  

18
The following tables present impairment method information related to loans and allowance for loan losses by loan portfolio segment:
   
Manufactured
Housing
    
Commercial
Real Estate
    
Commercial
    
SBA
    
HELOC
    
Single Family
Real Estate
    
Consumer
    
Total
Loans
  
Loans Held for Investment as of March 31, 2022:
  
(in thousands)
  
Recorded Investment:
                                                
Impaired loans with an allowance recorded
  
$
3,356
    
$
217
    
$
80
    
$
186
    
$
—
    
$
419
    
$
—
    
$
4,258
  
Impaired loans with no allowance recorded
    
1,312
      
—
      
1,456
      
220
      
—
      
249
      
—
      
3,237
  
Total loans individually evaluated for impairment
    
4,668
      
217
      
1,536
      
406
      
—
      
668
      
—
      
7,495
  
Loans collectively evaluated for impairment
    
295,301
      
491,964
      
51,067
      
9,217
      
3,475
      
8,228
      
31
      
859,283
  
Total loans held for investment
  
$
299,969
    
$
492,181
    
$
52,603
    
$
9,623
    
$
3,475
    
$
8,896
    
$
31
    
$
866,778
  
Unpaid Principal Balance
                                                                
Impaired loans with an allowance recorded
  
$
3,356
    
$
217
    
$
80
    
$
186
    
$
—
    
$
419
    
$
—
    
$
4,258
  
Impaired loans with no allowance recorded
    
1,312
      
—
      
1,456
      
220
      
—
      
249
      
—
      
3,237
  
Total loans individually evaluated for impairment
    
4,668
      
217
      
1,536
      
406
      
—
      
668
      
—
      
7,495
  
Loans collectively evaluated for impairment
    
295,301
      
491,964
      
51,067
      
9,217
      
3,475
      
8,228
      
31
      
859,283
  
Total loans held for investment
  
$
299,969
    
$
492,181
    
$
52,603
    
$
9,623
    
$
3,475
    
$
8,896
    
$
31
    
$
866,778
  
Related Allowance for Credit Losses
                                                                
Impaired loans with an allowance recorded
  
$
194
    
$
17
    
$
—
    
$
1
    
$
—
    
$
12
    
$
—
    
$
224
  
Impaired loans with no allowance recorded
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
—
  
Total loans individually evaluated for impairment
    
194
      
17
      
—
      
1
      
—
      
12
      
—
      
224
  
Loans collectively evaluated for impairment
    
3,564
      
6,029
      
580
      
21
      
35
      
93
      
1
      
10,323
  
Total loans held for investment
  
$
3,758
    
$
6,046
    
$
580
    
$
22
    
$
35
    
$
105
    
$
1
    
$
10,547
  

19
   
Manufactured
Housing
    
Commercial
Real Estate
    
Commercial
    
SBA
    
HELOC
    
Single Family
Real Estate
    
Consumer
    
Total
Loans
  
Loans Held for Investment as of December 31, 2021:
  
(in thousands)
  
Recorded Investment:
                                                
Impaired loans with an allowance recorded
  
$
3,563
    
$
220
    
$
85
    
$
194
    
$
—
    
$
425
    
$
—
    
$
4,487
  
Impaired loans with no allowance recorded
    
1,358
      
1,402
      
1,505
      
226
      
—
      
258
      
—
      
4,749
  
Total loans individually evaluated for impairment
    
4,921
      
1,622
      
1,590
      
420
      
—
      
683
      
—
      
9,236
  
Loans collectively evaluated for impairment
    
292,442
      
479,179
      
53,697
      
23,239
      
3,579
      
8,066
      
109
      
860,311
  
Total loans held for investment
  
$
297,363
    
$
480,801
    
$
55,287
    
$
23,659
    
$
3,579
    
$
8,749
    
$
109
    
$
869,547
  
Unpaid Principal Balance
                                                                
Impaired loans with an allowance recorded
  
$
3,563
    
$
220
    
$
85
    
$
194
    
$
—
    
$
683
    
$
—
    
$
4,745
  
Impaired loans with no allowance recorded
    
1,358
      
1,402
      
1,505
      
226
      
—
      
—
      
—
      
4,491
  
Total loans individually evaluated for impairment
    
4,921
      
1,622
      
1,590
      
420
      
—
      
683
      
—
      
9,236
  
Loans collectively evaluated for impairment
    
292,442
      
479,179
      
53,697
      
23,239
      
3,579
      
8,066
      
109
      
860,311
  
Total loans held for investment
  
$
297,363
    
$
480,801
    
$
55,287
    
$
23,659
    
$
3,579
    
$
8,749
    
$
109
    
$
869,547
  
Related Allowance for Credit Losses
                                                                
Impaired loans with an allowance recorded
  
$
210
    
$
17
    
$
—
    
$
1
    
$
—
    
$
12
    
$
—
    
$
240
  
Impaired loans with no allowance recorded
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
—
  
Total loans individually evaluated for impairment
    
210
      
17
      
—
      
1
      
—
      
12
      
—
      
240
  
Loans collectively evaluated for impairment
    
2,396
      
6,712
      
923
      
21
      
18
      
93
      
1
      
10,164
  
Total loans held for investment
  
$
2,606
    
$
6,729
    
$
923
    
$
22
    
$
18
    
$
105
    
$
1
    
$
10,404
  
 
A valuation allowance is established for an impaired loan when the fair value of the loan is less than the recorded investment.  In certain cases, portions of impaired loans are charged-off to realizable value instead of establishing a valuation allowance. The valuation allowance disclosed above is included in the allowance for loan losses reported in the consolidated balance sheets as of March 31, 2022 and December 31, 2021.
 
20
The following table summarizes impaired loans by class of loans:
 
   
March 31,
2022
    
December 31,
2021
  
   
(in thousands)
  
Manufactured housing
  
$
4,668
    
$
4,921
  
Commercial real estate:
                
Commercial real estate
    
—
      
—
  
SBA 504 1st trust deed
    
217
      
1,622
  
Land
    
—
      
—
  
Construction
    
—
      
—
  
Commercial
    
1,536
      
1,590
  
SBA
    
406
      
420
  
HELOC
    
—
      
—
  
Single family real estate
    
668
      
683
  
Consumer
    
—
      
—
  
Total
  
$
7,495
    
$
9,236
  
 
The following tables summarize average investment in impaired loans by class of loans and the related interest income recognized:
 
   
Three Months Ended March 31,
  
   
2022
    
2021
  
   
Average
Investment
in Impaired
Loans
    
Interest
Income
    
Average
Investment
in Impaired
Loans
    
Interest
Income
  
   
(in thousands)
  
Manufactured housing
  
$
4,869
    
$
85
    
$
6,311
    
$
113
  
Commercial real estate:
                                
Commercial real estate
    
—
      
—
      
—
      
—
  
SBA 504 1st trust deed
    
1,146
      
4
      
1,666
      
38
  
Land
    
—
      
—
      
—
      
—
  
Construction
    
—
      
—
      
—
      
—
  
Commercial
    
1,556
      
21
      
1,636
      
27
  
SBA
    
308
      
6
      
353
      
4
  
HELOC
    
—
      
—
      
—
      
—
  
Single family real estate
    
584
      
7
      
2,286
      
28
  
Consumer
    
—
      
—
      
—
      
—
  
Total
  
$
8,463
    
$
123
    
$
12,252
    
$
210
  
 
Had interest income been recognized on impaired loans using the cash basis of accounting, interest income would have not  been materially different than the actual amounts recorded for the three month periods ended March 31, 2022, and 2021.

The Company is not committed to lend additional funds on these impaired loans.
The accrual of interest is discontinued when substantial doubt exists as to collectability of the loan; generally, at the time the loan is 90 days delinquent.  Any unpaid but accrued interest is reversed at that time.  Thereafter, interest income is no longer recognized on the loan.  Interest income may be recognized on impaired loans to the extent they are not past due by 90 days.  Interest on nonaccrual loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual.  Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured.  Foregone interest on nonaccrual and TDR loans for the three months ended March 31, 2022 and 2021, was $10,000 and $0.1 million, respectively.
 
21
The following table presents the composition of nonaccrual loans by class of loans:
 
   
March 31,
2022
    
December 31,
2021
  
   
(in thousands)
  
Manufactured housing
  
$
286
    
$
306
  
Commercial real estate:
                
Commercial real estate
    
—
      
—
  
SBA 504 1st trust deed
    
—
      
—
  
Land
    
—
      
—
  
Construction
    
—
      
—
  
Commercial
    
—
      
—
  
SBA
    
1
      
1
  
HELOC
    
—
      
—
  
Single family real estate
    
249
      
258
  
Consumer
    
—
      
—
  
Total
  
$
536
    
$
565
  
 
The guaranteed portion of each SBA loan is repurchased from investors when those loans become past due 120 days by either CWB or the SBA directly.  After the foreclosure and collection process is complete, the principal balance of loans repurchased by CWB are reimbursed by the SBA.  Although these balances do not earn interest during this period, they generally do not result in a loss of principal to CWB; therefore, a repurchase reserve has not been established related to these loans.
 
The Company utilizes an internal asset classification system as a means of reporting problem and potential problem loans.  Under the Company’s risk rating system, the Company rates loans with potential problems as “Special Mention,” “Substandard,” “Doubtful” and “Loss”.  For a detailed discussion on these risk classifications see “Note 1 Summary of Significant Accounting Policies - Allowance for Loan Losses and Provision for Loan Losses”. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date.  Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.  Risk ratings are updated as part of our normal loan monitoring process, at a minimum, annually.
The following tables present gross loans by risk rating:
 
   
March 31, 2022
  
   
Pass
    
Special Mention
    
Substandard
    
Doubtful
    
Total
  
   
(in thousands)
  
Manufactured housing
  
$
298,452
    
$
—
    
$
1,517
    
$
—
    
$
299,969
  
Commercial real estate:
                                        
Commercial real estate
    
409,852
      
19,767
      
6,039
      
—
      
435,658
  
SBA 504 1st trust deed
    
13,201
      
—
      
886
      
—
      
14,087
  
Land
    
8,650
      
—
      
—
      
—
      
8,650
  
Construction
    
32,092
      
1,694
      
—
      
—
      
33,786
  
Commercial
    
48,107
      
1,008
      
3,488
      
—
      
52,603
  
SBA
    
9,414
      
—
      
209
      
—
      
9,623
  
HELOC
    
3,475
      
—
      
—
      
—
      
3,475
  
Single family real estate
    
8,642
      
—
      
254
      
—
      
8,896
  
Consumer
    
31
      
—
      
—
      
—
      
31
  
Total, net
    
831,916
      
22,469
      
12,393
      
—
      
866,778
  
Government guarantee
    
—
      
—
      
—
      
—
      
—
  
Total
  
$
831,916
    
$
22,469
    
$
12,393
    
$
—
    
$
866,778
  
 
22
   
December 31, 2021
  
   
Pass
    
Special Mention
    
Substandard
    
Doubtful
    
Total
  
   
(in thousands)
  
Manufactured housing
  
$
295,810
    
$
—
    
$
1,553
    
$
—
    
$
297,363
  
Commercial real estate:
                                        
Commercial real estate
    
415,471
      
3,043
      
11,255
      
—
      
429,769
  
SBA 504 1st trust deed
    
14,646
      
—
      
2,315
      
—
      
16,961
  
Land
    
7,185
      
—
      
—
      
—
      
7,185
  
Construction
    
25,593
      
—
      
—
      
—
      
25,593
  
Commercial
    
50,372
      
26
      
2,265
      
—
      
52,663
  
SBA
    
1,891
      
—
      
114
       —      
2,005
  
HELOC
    
3,579
      
—
      
—
      
—
      
3,579
  
Single family real estate
    
8,487
      
—
      
262
      
—
      
8,749
  
Consumer
    
109
      
—
      
—
      
—
      
109
  
Total, net
    
823,143
      
3,069
      
17,764
    
$
—
      
843,976
  
Government guarantee
    
23,610
      
—
      
1,961
      
—
      
25,571
  
Total
  
$
846,753
    
$
3,069
    
$
19,725
    
$
—
    
$
869,547
  
 
Troubled Debt Restructured Loan (TDR)
 
A TDR is a loan on which the Bank, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Bank would not otherwise consider.  The loan terms that have been modified or restructured due to a borrower’s financial situation include, but are not limited to, a reduction in the stated interest rate, an extension of the maturity or renewal of the loan at an interest rate below current market, a reduction in the face amount of the debt, a reduction in the accrued interest, extensions, deferrals, renewals and rewrites.  The majority of the Bank’s modifications are extensions in terms or deferral of payments which result in no lost principal or interest followed by reductions in interest rates or accrued interest.  A TDR is also considered impaired.  Generally, a loan that is modified at an effective market rate of interest may no longer be disclosed as a troubled debt restructuring in years subsequent to the restructuring if it is not impaired based on the terms specified by the restructuring agreement.
 
There were no new TDRs for the three months ended March 31, 2022 and 2021.
 
A TDR loan is deemed to have a payment default when the borrower fails to make two consecutive payments, or the collateral is transferred to repossessed assets.  The Company had no TDRs with payment defaults for the three months ended March 31, 2022 or 2021.
 
At March 31, 2022 there were no material loan commitments outstanding on TDRs.
5.
OTHER ASSETS ACQUIRED THROUGH FORECLOSURE
 
The following table summarizes the changes in other assets acquired through foreclosure:
 
   
Three Months Ended March 31,
  
   
2022
    
2021
  
   
(in thousands)
  
Balance, beginning of period
  
$
2,518
    
$
2,614
  
Additions
    
—
      
136
  
Proceeds from dispositions
    
(140
)
    
—
  
Gain (loss) on foreclosed assets, net
    
11
      
(178
)
Third-party portion of write-down/loss
    
—
      
—
  
Balance, end of period
  
$
2,389
    
$
2,572
  

Other assets acquired through foreclosure consist primarily of properties acquired as a result of, or in-lieu-of, foreclosure.  Properties or other assets (primarily manufactured housing) are classified as other real estate owned and other repossessed assets and are reported at fair value at the time of foreclosure less estimated costs to sell.  Costs relating to development or improvement of the assets are capitalized and costs related to holding the assets are charged to expense.  The balance is primarily attributable to a single commercial agricultural relationship.

23
6.
FAIR VALUE MEASUREMENT
 
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities.  FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) established a framework for measuring fair value using a three-level valuation hierarchy for disclosure of fair value measurement.  The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset as of the measurement date.  ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available.  Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company.  Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would consider in pricing the asset or liability developed based on the best information available in the circumstances.  The hierarchy is broken down into three levels based on the reliability of inputs, as follows:
 

 		•
Level 1— Observable quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

•
Level 2— Observable quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, matrix pricing or model-based valuation techniques where all significant assumptions are observable, either directly or indirectly in the market.

•
Level 3— Model-based techniques where all significant assumptions are not observable, either directly or indirectly, in the market.  These unobservable assumptions reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques may include use of discounted cash flow models and similar techniques.
 
The availability of observable inputs varies based on the nature of the specific financial instrument.  To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.  In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
 
Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure.  When market assumptions are not available, ASC 820 requires the Company to make assumptions regarding the assumptions that market participants would use to estimate the fair value of the financial instrument at the measurement date.
 
FASB ASC 825, Financial Instruments (“ASC 825”) requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value.
 
Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in any estimation technique.  Therefore, for substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction at March 31, 2022 and December 31, 2021.  The estimated fair value amounts for March 31, 2022 and December 31, 2021 have been measured as of period-end, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those dates.  As such, the estimated fair values of these financial instruments subsequent to the reporting date may be different than the amounts reported at the period-end.
 
This information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only required for a limited portion of the Company’s assets and liabilities.
 
Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimate, comparisons between the Company’s disclosures and those of other companies or banks may not be meaningful.
 
24
The following tables summarize the fair value of assets measured on a recurring basis:
 
   
Fair Value Measurements at the End of the
Reporting Period Using:
        
March 31, 2022
  
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
    
Significant
Other
Observable
Inputs
(Level 2)
    
Significant
Unobservable
Inputs
(Level 3)
    
Fair
Value
  
Assets:
  
(in thousands)
  
Investment securities measured at fair value
  
$
219
    
$
—
    
$
—
    
$
219
  
Investment securities available-for-sale
                                
  U.S. government agency notes
     —       5,334       —       5,334  
  U.S. government agency collateralized mortgage obligations
     —       4,489       —       4,489  
  Corporate debt securities
     —       8,992       —       8,992  
Interest only strips
    
—
      
—
      
14
      
14
  
Servicing assets
    
—
      
—
      
1,565
      
1,565
  
Total
  
$
219
    
$
18,815
    
$
1,579
    
$
20,613
  
 
The change in Level 3 assets measured at fair value on a recurring basis included in income was as follows:

   
Three Months Ended March 31,
  
   
2022
    
2021
  
Servicing Assets:
  
(in thousands)
  
Balance, beginning of period
  
$
1,600
    
$
1,461
  
Additions
    
60
      
118
  
Amortization, net
    
(95
)
    
(79
)
Valuation adjustment
    
—
      
(15
)
  Balance, end of period
  
$
1,565
    
$
1,485
  

The following table summarizes assets measured on a recurring basis:

   
Fair Value Measurements at the End of the
Reporting Period Using:
        
December 31, 2021
  
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
    
Significant
Other
Observable
Inputs
(Level 2)
    
Significant
Unobservable
Inputs
(Level 3)
    
Fair
Value
  
Assets:
  
(in thousands)
  
Investment securities measured at fair value
  
$
248
    
$
—
    
$
—
    
$
248
  
Investment securities available-for-sale
    

     

     

     

 
  U.S. government agency note
     —       5,508       —       5,508  
  U.S. government agency collateralized mortgage obligations
     —       4,883       —       4,883  
  Corporate debt securities
     —       9,320       —       9,320  
Interest only strips
    
—
      
—
      
15
      
15
  
Servicing assets
    
—
      
—
      
1,600
      
1,600
  
Total
  
$
248
    
$
19,711
    
$
1,615
    
$
21,574
  
 
Market valuations of our investment securities which are classified as Level 2 are provided by an independent third party.  The fair values are determined by using several sources for valuing fixed income securities.  Their techniques include pricing models that vary based on the type of asset being valued and incorporate available trade, bid and other market information.  In accordance with the fair value hierarchy, the market valuation sources include observable market inputs and are therefore considered Level 2 inputs for purposes of determining the fair values.
 
25
On certain SBA loan sales, the Company retained interest only strip assets (“I/O strips”) which represent the present value of excess net cash flows generated by the difference between (a) interest at the stated rate paid by borrowers and (b) the sum of (i) pass-through interest paid to third-party investors and (ii) contractual servicing fees.  I/O strips are classified as Level 3 in the fair value hierarchy.  The fair value is determined on a quarterly basis through a discounted cash flow analysis prepared by an independent third-party using industry prepayment speeds.  I/O strip valuation adjustments are recorded as additions or offsets to loan servicing income.
 
The Company had elected to use the amortization method for the treatment of servicing assets and had measured for impairment on a periodic basis through a discounted cash flow analysis prepared by an independent third-party using industry prepayment speeds.  In connection with the sale of certain SBA and USDA loans, the Company recorded servicing assets and elected to measure those assets at fair value in accordance with ASC 825-10.  Significant assumptions in the valuation of servicing assets include estimated loan repayment rates, the discount rate, and servicing costs, among others.  Servicing assets are classified as Level 3 measurements due to the use of significant unobservable inputs, as well as significant management judgment and estimation.
 
The Company also has assets that under certain conditions are subject to measurement at fair value on a non-recurring basis.  These assets include loans held for sale, foreclosed real estate, and repossessed assets and certain loans that are considered impaired per generally accepted accounting principles.
 
The following summarizes the fair value measurements of assets measured on a non-recurring basis:
 
         
Fair Value Measurements at the End of the Reporting Period Using:
  
   
Total
    
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
    
Active Markets
for Similar
Assets
(Level 2)
    
Unobservable
Inputs
(Level 3)
  
   
(in thousands)
  
March 31, 2022:
                        
Impaired loans
  
$
2,273
    
$
—
    
$
2,273
    
$
—
  
Loans held for sale
    
24,193
      
—
      
24,193
      
—
  
Foreclosed real estate and repossessed assets
    
2,389
      
—
      
2,389
      
—
  
Total
  
$
28,855
    
$
—
    
$
28,855
    
$
—
  

         
Fair Value Measurements at the End of the Reporting Period Using:
  
   
Total
    
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
    
Active Markets
for Similar
Assets
(Level 2)
    
Unobservable
Inputs
(Level 3)
  
   
(in thousands)
  
December 31, 2021:
                        
Impaired loans
  
$
3,785
    
$
—
    
$
3,785
    
$
—
  
Loans held for sale
    
23,408
      
—
      
23,408
      
—
  
Foreclosed real estate and repossessed assets
    
2,518
      
—
      
2,518
      
—
  
Total
  
$
29,711
    
$
—
    
$
29,711
    
$
—
  
 
The Company records certain loans at fair value on a non-recurring basis.  When a loan is considered impaired an allowance for a loan loss is established.  The fair value measurement and disclosure requirement applies to loans measured for impairment using the practical expedients method permitted by accounting guidance for impaired loans.  Impaired loans are measured at an observable market price, if available or at the fair value of the loan’s collateral, if the loan is collateral dependent.  The fair value of the loan’s collateral is determined by appraisals or independent valuation.  When the fair value of the loan’s collateral is based on an observable market price or current appraised value, given the current real estate markets, the appraisals may contain a wide range of values and accordingly, the Company classifies the fair value of the impaired loans as a non-recurring valuation within Level 2 of the valuation hierarchy.  Loans held for sale are carried at the lower of cost or fair value. For loans in which impairment is determined based on the net present value of cash flows, the Company classifies these as a non-recurring valuation within Level 3 of the valuation hierarchy.
 
26
Foreclosed real estate and repossessed assets are carried at the lower of book value or fair value less estimated costs to sell.  Fair value is based upon independent market prices obtained from certified appraisers or the current listing price, if lower.  When the fair value of the collateral is based on a current appraised value, the Company reports the fair value of the foreclosed collateral as non-recurring Level 2.  When a current appraised value is not available or if management determines the fair value of the collateral is further impaired, the Company reports the foreclosed collateral as non-recurring Level 3.
 
FAIR VALUES OF FINANCIAL INSTRUMENTS
 
The estimated fair values of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies.  However, considerable judgment is required to interpret market data to develop estimates of fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
 
The estimated fair value of the Company’s financial instruments are as follows:
 
   
March 31, 2022
  
   
Carrying
    
Fair Value
  
   
Amount
    
Level 1
    
Level 2
    
Level 3
    
Total
  
Financial assets:
  
(in thousands)
  
Cash and cash equivalents
  
$
193,188
    
$
193,188
    
$
—
    
$
—
    
$
193,188
  
FRB and FHLB stock
    
4,441
      
—
      
4,441
      
—
      
4,441
  
Investment securities
    
21,805
      
219
      
21,628
      
—
      
21,847
  
Loans, net
    
879,761
      
—
      
859,923
      
5,222
      
865,146
  
Financial liabilities:
                                        
Deposits
    
925,740
      
—
       924,800      
—
      
924,800
  
Other borrowings
    
90,000
      
—
      
85,401
      
—
      
85,401
  
 
   
December 31, 2021
  
   
Carrying
    
Fair Value
  
   
Amount
    
Level 1
    
Level 2
    
Level 3
    
Total
  
Financial assets:
  
(in thousands)
  
Cash and cash equivalents
  
$
208,375
    
$
208,375
    
$
—
    
$
—
    
$
208,375
  
FRB and FHLB stock
    
4,441
      
—
      
4,441
      
—
      
4,441
  
Investment securities
    
22,773
      
248
      
22,685
      
—
      
22,933
  
Loans, net
    
881,679
      
—
      
870,868
      
5,452
      
876,320
  
Financial liabilities:
                                        
Deposits
    
950,131
      
—
      
948,648
      
—
      
948,648
  
Other borrowings
    
90,000
      
—
      
88,409
      
—
      
88,409
  
 
The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:
 
Cash and cash equivalents
 
The carrying amounts reported in the consolidated balance sheets for cash and due from banks approximate their fair value.
 
Investment securities
 
Market valuations of our investment securities which are classified as Level 2 are provided by an independent third party.  The fair values are determined by using several sources for valuing fixed income securities.  Their techniques include pricing models that vary based on the type of asset being valued and incorporate available trade, bid and other market information.  In accordance with the fair value hierarchy, the market valuation sources include observable market inputs and are therefore considered Level 2 inputs for purposes of determining the fair values.
The fair value of other investment securities were determined based on matrix pricing.  Matrix pricing is a mathematical technique that utilizes observable market inputs including, for example, yield curves, credit ratings and prepayment speeds.  Fair values determined using matrix pricing are generally categorized as Level 2 in the fair value hierarchy.
 
Federal Reserve Stock and Federal Home Loan Bank Stock
 
CWB is a member of the FHLB system and maintains an investment in capital stock of the FHLB.  CWB also maintains an investment in capital stock of the Federal Reserve Bank (“FRB”).  These investments are carried at cost since no ready market exists for them, and they have no quoted market value.  The Company conducts a periodic review and evaluation of our FHLB stock to determine if any impairment exists. The fair values have been categorized as Level 2 in the fair value hierarchy.
 
27
Loans Held for Sale
 
Loans held for sale are carried at the lower of cost or fair value.  The fair value of loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics or based on the agreed-upon sale price.  As such, the Company classifies the fair value of loans held for sale as a non-recurring valuation within Level 2 of the fair value hierarchy.  At March 31, 2022 and December 31, 2021, the Company had loans held for sale with an aggregate carrying value of $24.2 million and $23.4 million, respectively.
 
Loans
 
Fair value of loans is estimated by calculating loan level fair values for all loans utilizing a discounted cash flow methodology incorporating “exit pricing” analytics in conformance with ASU 2016-01.  All active loans were valued in the portfolio as of date of exercise, excluding any loans held for sale, and utilized assumptions such as probability of default, loss given default, recovery delay and prepayment assumptions. Fair value was calculated in accordance with ASC 820.  The fair value for loans is categorized as Level 2 in the fair value hierarchy.  Fair values of impaired loans using a discounted cash flow method to measure impairment have been categorized as Level 3.
 
Deposits
 
The amount payable on demand at report date is used to estimate the fair value of demand and savings deposits. The estimated fair values of fixed-rate time deposits are determined by discounting the cash flows of segments of deposits that have similar maturities and rates, utilizing a discount rate that approximates the prevailing rates offered to depositors as of the measurement date.  The fair value measurement of deposit liabilities is categorized as Level 2 in the fair value hierarchy.
 
Federal Home Loan Bank advances and other borrowings
 
The fair values of the Company’s borrowings are estimated using discounted cash flow analyses, based on the market rates for similar types of borrowing arrangements.  The FHLB advances and other borrowings have been categorized as Level 2 in the fair value hierarchy.
 
Off-balance sheet instruments
 
Fair values for the Company’s off-balance sheet instruments (lending commitments and standby letters of credit) are based on quoted fees currently charged to enter into similar agreements, considering the remaining terms of the agreements and the counterparties’ credit standing.
 
There were $0 standby letters of credit outstanding at March 31, 2022 and $18,000 at December 31, 2021.  Unfunded loan commitments at March 31, 2022 and December 31, 2021 were $77.5 million and $85.2 million, respectively.

7.
BORROWINGS
 
Federal Home Loan Bank Advances – The Company through the Bank has a blanket lien credit line with the FHLB.  FHLB advances are collateralized in the aggregate by CWB’s eligible loans and securities.  Total FHLB advances were $90.0 million and $90.0 million at March 31, 2022 and December 31, 2021, respectively, borrowed at fixed rates.  The Company also had $77.4 million of letters of credit with FHLB at March 31, 2022 to secure public funds.  At March 31, 2022, CWB had pledged to the FHLB $12.6 million of securities and $273.7 million of loans.  At March 31, 2022, CWB had $25.7 million available for additional borrowing.  At December 31, 2021, CWB had pledged to the FHLB $13.2 million of securities and $286.6 million of loans.  At December 31, 2021, CWB had $44.5 million available for additional borrowing. Total FHLB interest expense for the three months ended March 31, 2022 and March 31, 2021 was $0.2 million and $0.3 million, respectively.
 
Federal Reserve Bank – The Company has established a credit line with the FRB.  Advances are collateralized in the aggregate by eligible loans for up to 28 days.  At March 31, 2022 and December 31, 2021, there were $257.8 million and $259.5 , respectively of loans pledged to the FRB.  There were no outstanding FRB advances as of March 31, 2022 and December 31, 2021.  Available borrowing capacity was $102.2 million and $119.0 million as of March 31, 2022 and December 31, 2021, respectively.
 
Federal Funds Purchased Lines – The Company has federal funds borrowing lines at correspondent banks totaling $20.0 million. There was no amount outstanding as of March 31, 2022 and December 31, 2021.
 
Line of Credit - In September of 2021, the Company entered into an unsecured line of credit agreement for up to $5.0 million at Prime + 0.25%.  The Company must maintain a compensating deposit with the lender of $1,000,000. In addition, the Company must maintain a minimum debt service coverage ratio of 1.65 to 1, a minimum Tier 1 leverage ratio of 7.0%, a minimum total risked based capital ratio of 10.0% and a maximum net non-accrual ratio of not more than 3%.  As of March 31, 2022  and December 31, 2021, there was no outstanding balance on the revolving line of credit.

28
8.
STOCKHOLDERS’ EQUITY
 
The following table summarizes the changes in other comprehensive income (loss) by component, net of tax for the period indicated:
 
   
Three Months Ended March 31,
  
   
2022
    
2021
  
   
Unrealized holding
gains (losses) on AFS
  
   
(in thousands)
  
Beginning balance
  
$
92
    
$
35
Other comprehensive (loss) income before reclassifications
    
(250
)
    
(45
)
Amounts reclassified from accumulated other comprehensive income
    
—
      
—
  
Net current-period other comprehensive (loss) income
    
(250
)
    
(45
)
Ending Balance
  
$
(158
)
  
$
(10
)
 
Common Stock
 
On February 28, 2019, the Board of Directors increased the common stock repurchase program to $4.5 million and extended the repurchase program until August 31, 2023.  Under this program the Company has repurchased 350,189 common stock shares for $3.1 million at an average price of $8.75 per share.  There were no common stock shares repurchased under this program during the three months ended March 31, 2022 and 2021.
 
During the three months ended March 31, 2022 and 2021, the Company paid common stock dividends of $0.6 million and $0.5 million, respectively.
 
9.
CAPITAL REQUIREMENT

CWB is subject to various regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements could trigger certain mandatory or discretionary actions that, if undertaken, could have a material effect on the Company’s business and financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, CWB must meet specific capital guidelines that involve quantitative measures of  its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.  The capital amounts and classifications are also subject to qualitative judgements by the regulators about components, risk weightings and other factors.

In 2019, the federal banking agencies jointly issued a final rule, which provides for an additional optional, simplified measure of capital adequacy, the community bank leverage ratio framework. Under this framework, the bank would choose the option of using the community bank leverage ratio (CBLR).  A CBLR bank may opt out of the framework at any time, without restriction, by reverting to the generally applicable risk-based capital rules. As of the fourth quarter 2021, the Company rescinded its CBLR election.
 
29
The following tables illustrate the Bank’s regulatory ratios and the Federal Reserve’s current adequacy guidelines as of March 31, 2022 and December 31, 2021.
 
   
Total
Capital
(To Risk-
Weighted
Assets)
    
Tier 1
Capital
(To Risk-
Weighted
Assets)
    
Common
Equity
Tier 1
(To Risk-
Weighted
Assets)
    
Leverage
Ratio/Tier 1
Capital
(To
Average
Assets)
  
March 31, 2022
                        
CWB’s actual regulatory ratios
  

12.49
%
    
11.32
%
    
11.32
%
    
8.88
%
Minimum capital requirements
    
8.00
%
    
6.00
%
    
4.50
%
    
4.00
%
Well-capitalized requirements
    
10.00
%
    
8.00
%
    
6.50
%
    
N/A
  

   
Total Capital
(To Risk-
Weighted
Assets)
    
Tier 1
Capital
(To Risk-
Weighted
Assets)
    
Common
Equity
Tier 1
(To Risk-
Weighted
Assets)
    
Leverage
Ratio/Tier 1
Capital
(To
Average
Assets)
  
December 31, 2021
                        
CWB’s actual regulatory ratios
  

12.19
%
    
11.02
%
    
11.02
%
    
8.56
%
Minimum capital requirements
    
8.00
%
    
6.00
%
    
4.50
%
    
4.00
%
Well-capitalized requirements
    
10.00
%
    
8.00
%
    
6.50
%
    
N/A
  
 
There are no conditions or events since March 31, 2022 that management believes have changed the Company’s or the Bank’s risk-based capital category.

10.
REVENUE RECOGNITION
 
Accounting Standards Codification (ASC) Topic 606 requires recognition of revenue at an amount that reflets the consideration to which the Company expects to be entitled to in exchange for transferring goods or services to a customer.  The majority of the Company’s revenue is from sources outside the scope of Topic 606.  Revenue from service charges and fees and interchange fees on credit and debit cards are within the scope of Topic 606.

Service Charges on Deposit Accounts
Service charges on deposit accounts consist of monthly service fees, check orders, account analysis fees, and other deposit account related fees. The Company’s performance obligation for monthly service fees and account analysis fees is generally satisfied, and the related income recognized, over the period in which the service is provided. Check orders and other deposit related fees are largely transactional based and, therefore, the Company’s performance obligation is satisfied, and related income recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
Exchange Fees and Other Service Charges
Exchange fees and other service charges are primarily comprised of debit and credit card income, merchant services income, ATM fees and other service charges.  Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa or MasterCard.  Merchant services income is primarily fees charged to merchants to process their debit and credit card transactions.  ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM.  Other service charges include fees from processing wire transfers, cashier’s checks and other services. The Company’s performance obligation for exchange and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.
30
The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for periods indicated.
Non-interest income
  
Three Months Ended March 31,
  
   
2022
    
2021
  
In-scope of Topic 606:
  
(in thousands)
  
Service charges on deposit accounts
  
$
70
    
$
53
  
Exchange fees and other service charges
    
118
      
103
  
Non-interest income (in-scope of Topic 606)
    
188
      
156
  
Non-interest income (out-of-scope of Topic 606)
    
1,103
      
741
  
Total
  
$
1,291
    
$
897
  

Contract Balances
A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s non-interest income streams are largely based on transactional activity.  Consideration is often received immediately or shortly after the Company satisfies its performance obligation and income is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of March 31, 2022 and December 31, 2021, the Company did not have any signficant contract balances.
11.
LEASES

The Company has operating leases for office space. The Company’s office leases are typically for terms of between 2 and 10 years. Rents usually increase annually in accordance with defined rent steps or based on current year consumer price index adjustments. When renewal options exist, the Company generally does not deem them to be reasonably certain to be exercised, and therefore the amounts are not recognized as part of the lease liability nor the right-of-use asset until after exercise of the renewal option. As of March 31, 2022 and December 31, 2021, the balance of the right-of-use assets was $4.9 million and $5.1 million, respectively, and the balance of lease liabilities were $4.9 million and $5.1 million, respectively. The right-of-use assets are included in other assets and the lease liabilities are included in other liabilities in the accompanying Consolidated Balance Sheets.
   
Three Months Ended March 31,
  
   
2022
    
2021
  
Lease cost:
  
(in thousands)
  
Operating lease cost
   $
250
     $
250
  
Sublease income
    
—
      
—
  
Total lease cost
   $
250
     $
250
  
                 
Other information
                
Cash paid for amounts included in the measurement of lease liabilities
    
—
      
—
  
Operating cash flows from operating leases
    
249
      
248
  
Weighted average remaining lease term - operating leases
  
8.04 years
    
8.61 years
  
Weighted average discount rate - operating leases
    
3.26
%
    
3.23
%

Future minimum operating lease payments:
   
March 31,
  
   
2022
    
2021
  
   
(in thousands)
  
2021
  
$
—
    
$
744
  
2022
    
638
      
887
  
2023
    
813
      
813
  
2024
    
821
      
821
  
2025
    
768
      
768
  
2026
    
664
      
664
  
Thereafter
    
1,922
      
1,922
  
Total future minimum lease payments
  
$
5,626
    
$
6,619
  
Less remaining imputed interest
    
694
      
866
  
Total lease liabilities
  
$
4,932
    
$
5,753
  

31
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion is designed to provide insight into management’s assessment of significant trends related to the Company’s consolidated financial condition, results of operations, liquidity, capital resources and interest rate sensitivity.  It should be read in conjunction with the Company’s unaudited interim consolidated financial statements and notes thereto included herein and the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and the other financial information appearing elsewhere in this report.

Forward Looking Statements
 
This Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (this “Form 10-Q”) contains certain forward-looking statements about the Company and the Bank that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Statements that are not historical or current facts, including statements about future financial and operational results, expectations, or intentions are forward-looking statements.  Such statements reflect management’s current views of future events and operations.  These forward-looking statements are based on information currently available to the Company as of the date of this Form 10-Q.  It is important to note that these forward-looking statements are not guarantees of future performance and involve and are subject to significant risks, contingencies, and uncertainties, many of which are difficult to predict and are generally beyond our control including, but not limited to, risks from the ongoing COVID-19 pandemic; wars and international conflicts including the current military actions involving the Russian Federation and Ukraine; the strength of the United States economy in general and of the local economies in which we conduct operations; the effect of, and changes in, trade, monetary and fiscal policies and laws, including changes in interest rate policies of the Board of Governors of the Federal Reserve System, inflation; including the rising costs of oil and gas; supply chain interruptions; weather, natural disasters, climate change; increased unemployment; deterioration in credit quality of our loan portfolio and/or the value of the collateral securing the repayment of those loans; reduction in the value of our investment securities; the costs and effects of litigation and of adverse outcomes of such litigation; the cost and ability to attract and retain key employees; a breach of our operational or security systems, policies or procedures including cyber-attacks on us or third party vendors or service providers; regulatory or legal developments; United States tax policies, including our effective income tax rate; and our ability to implement and execute our business plan and strategy and expand our operations as provided therein. Actual results may differ materially from those set forth or implied in the forward-looking statements as a result of a variety of factors including the risk factors contained in documents filed by the Company with the Securities and Exchange Commission and are available in the “Investor Relations” section of our website, https://www.communitywest.com/sec-filings/documents.  The Company is under no obligation (and expressly disclaims any obligation) to update or alter such forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
 
 Forward-looking statements contained in this Quarterly Report on Form 10-Q involve substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company and may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement.  Risks and uncertainties include those set forth in our filings with the Securities and Exchange Commission and the following factors that could cause actual results to differ materially from those presented:


 •
general economic conditions, either nationally or locally in some or all areas in which business is conducted, or conditions in the real estate or securities markets or the banking industry which could affect liquidity in the capital markets, the volume of loan origination, deposit flows, real estate values, the levels of non-interest income and the amount of loan losses;

•
COVID-19 pandemic and measures to prevent its spread may continue to have an effect on our business;

•
changes in existing loan portfolio composition and credit quality, and changes in loan loss requirements;

•
legislative or regulatory changes which may adversely affect the Company’s business;

•
the water shortage in certain areas of California and its impact on the economy;

•
the Company’s success in implementing its new business initiatives, including expanding its product line, adding new branches, and successfully building its brand image;

•
changes in interest rates which may reduce or increase net interest margin and net interest income;

•
increases in competitive pressure among financial institutions or non-financial institutions;

•
technological changes which may be more difficult to implement or more expensive than anticipated;

•
changes in borrowing facilities, capital markets and investment opportunities which may adversely affect the business;

•
changes in accounting principles, policies or guidelines which may cause conditions to be perceived differently;

•
litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, which may delay the occurrence or non-occurrence of events longer than anticipated;

•
the occurrence or non-occurrence of events longer than anticipated;

•
the ability to originate loans with attractive terms and acceptable credit quality;

•
the ability to attract and retain key members of management;

•
the ability to realize cost efficiencies;

32

 •
a failure or breach of our operational or security systems or infrastructure;

•
a return of recessionary conditions could result in increases in our level of non-performing loans and/or reduce demand for our products and services; and

•
loss of key personnel;

•
sources of liquidity;

•
possible impact by the transition from Libor as a reference rate; and,

•
risks related to natural disasters, terrorist attacks, threats of war or actual war and health epidemics may impact our operations, revenues, costs, and stock price.

For additional information regarding risks that may cause our actual results to differ materially from any forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 and in item 1A of Part II of this Quarterly Report.

Financial Overview and Highlights

Community West Bancshares (“CWBC”) incorporated under the laws of the state of California, is a bank holding company headquartered in Goleta, California providing full-service banking and lending through its wholly-owned subsidiary Community West Bank (“CWB” or the “Bank”), which has seven California branch banking offices in Goleta, Ventura, Santa Maria, Santa Barbara, San Luis Obispo, Oxnard, and Paso Robles  and one wholly owned subsidiary, 445 Pine LLC which was formed to hold certain repossessed property.  These entities are collectively referred to herein as the “Company”.

COVID-19 Update

Although the COVID-19 pandemic continues to persist, we believe that the pandemic has not adversely affected our primary objective of providing our clients with financial services they need to conduct their operations and that we have been able to successfully navigate the challenges of the COVID-19 pandemic to date.  The future trajectory of COVID-19 cases and timing of when the virus will be fully controlled or abated remain uncertain.  We cannot predict the potential future impact that COVID-19 may have on our operations and financial performance.

Financial Result Highlights for the First Quarter of 2022

The significant factors impacting the Company’s first quarter earnings performance were:


 •
net income was $4.0 million, or $0.45 per diluted share in the first quarter 2022, compared to $3.0 million, or $0.35 per diluted share in first quarter 2021.

•
net interest income increased to $10.7 million for the first quarter 2022, compared to $10.0 million in first quarter 2021.

•
a negative provision for loan losses of $284,000 was booked for the first quarter 2022, compared to a provision credit for loan losses of $173,000 for first quarter 2021.

•
net interest margin was 3.86% for the first quarter 2022, compared to 4.19% for first quarter 2021.

•
return on average assets was 1.39% compared to 1.22% for the first quarter 2021.

•
return on average equity was 15.52% for the first quarter 2022 compared to 13.48% for the first quarter 2021.

•
non-interest-bearing demand deposits increased $16.2 million during the quarter to $226.1 million at March 31, 2022, compared to $209.9 million at December 31, 2021.

•
book value per common share increased to $12.07 at March 31, 2022, compared to $11.72 at December 31, 2021.

•
net non-accrual loans were $536,000 at March 31, 2022, compared to $565,000 at December 31, 2021.

•
The Bank’s Tier 1 leverage ratio was 8.88% at March 31, 2022, compared to 8.56% at December 31, 2021.

The impact to the Company from these items, and others of both a positive and negative nature, will be discussed in more detail as they pertain to the Company’s overall comparative performance for the three months ended March 31, 2022 throughout the analysis sections of this report on Form 10-Q.

Critical Accounting Estimates

The Company’s significant accounting policies conform with generally accepted accounting Principles (“GAAP”) and are described in “Note 1 of the Notes to Financial Statements section in the Company’s Annual Report on Form 10-K” for the fiscal year ended December 31, 2021.  In applying those accounting policies, management of the Company is required to exercise judgment in determining many of the methodologies, assumptions and estimates to be utilized.  Certain of the critical accounting estimates are more dependent on such judgement and in some cases may contribute to volatility in the Company’s reported financial performance should the assumptions and estimates used change over time due to changes in circumstances.  The more significant areas in which management of the Company applies critical assumptions and estimates include the following:

33
The Company maintains an ALL at a level deemed appropriate by management to provide for known or probable incurred losses in the portfolio at the consolidated statements of financial condition date.  The determination of ALL requires estimates and assumptions in the preparation of the Company’s financial statements that can be particularly susceptible to significant change. The Company has implemented and adheres to an internal loan review system and loss allowance methodology designed to provide for the detection of problem loans and maintenance of an adequate allowance to cover loan losses. Management’s determination of the adequacy of ALL is based on an evaluation of the composition of the portfolio, actual loss experience, industry charge-off experience on loans, current economic conditions, and other relevant factors in the areas in which the Company’s lending activities are based. These factors may affect the borrowers’ ability to pay and the value of the underlying collateral. The allowance is calculated by applying loss factors to loans held for investment according to loan type and loan credit classification. The loss factors are evaluated on a quarterly basis and established based primarily upon the Bank’s historical loss experience. Various regulatory agencies, as an integral part of their examination process, periodically review the Company’s ALL. Such agencies may require the Bank to recognize additions to the allowance based on judgments different from those of management. In the opinion of management, and in accordance with the credit loss allowance methodology, the present allowance is considered adequate to absorb estimable and probable credit losses. Additions and reductions to the allowance are reflected in current operations. Charge-offs to the allowance are made when specific loans (or portions thereof) are considered uncollectible or are transferred to OREO and the fair value of the property is less than the loan’s recorded investment. Recoveries are credited to the allowance.

Although management uses the best information available to make these estimates, future adjustments to the allowance may be necessary due to economic, operating, regulatory and other conditions that may be beyond the Company’s control.  Changes in the circumstances considered when determining management’s estimates and assumptions could result in changes in those estimates and assumptions, which could result in adjustment of the allowance for loan losses in future periods.  A discussion of facts and circumstances considered by management in determining the allowance for loan losses is included in “Note 1 Summary of Significant Accounting Policies and Note 4 Loans Held for Investment.”

RESULTS OF OPERATIONS

A summary of our results of operations and select metrics is included in the following table:

   
Three Months Ended March 31,
  
   
2022
    
2021
  
   
(dollars in thousands)
  
Net income
  
$
3,960
    
$
3,021
  
Basic earnings per share
    
0.46
      
0.36
  
Diluted earnings per share
    
0.45
      
0.35
  
Net interest margin
    
3.86
%
    
4.19
%
Return on average assets
    
1.39
%
    
1.22
%
Return on average stockholders’ equity
    
15.52
%
    
13.48
%
Dividend payout ratio
    
15.22
%
    
16.67
%
Equity to assets ratio
    
9.22
%
    
9.02
%

The following table sets forth a summary financial overview for the comparable three months ended March 31, 2022 and 2021:

   
Three Months Ended March 31,
    
Increase
  
   
2022
    
2021
    
(Decrease)
  
Consolidated Income Statement Data:
  
(dollars in thousands)
  
Interest income
  
$
11,500
    
$
11,055
    
$
445
  
Interest expense
    
764
      
1,013
      
(249
)
Net interest income
    
10,736
      
10,042
      
694
  
Credit (provision) for loan losses
    
(284
)
    
(173
)
    
(111
)
Net interest income after provision for loan losses
    
11,020
      
10,215
      
805
  
Non-interest income
    
1,291
      
897
      
394
  
Non-interest expenses
    
6,971
      
6,860
      
111
  
Income before income taxes
    
5,340
      
4,252
      
1,088
  
Provision for income taxes
    
1,380
      
1,231
      
149
  
Net income
  
$
3,960
    
$
3,021
    
$
939
  
Income per share - basic
  
$
0.46
    
$
0.36
    
$
0.10
  
Income per share - diluted
  
$
0.45
    
$
0.35
    
$
0.10
  

34
Interest Rates and Differentials

The following table illustrates average yields on interest-earning assets and average rates on interest-bearing liabilities for the periods indicated:
   
Three Months Ended March 31,
  
   
2022
    
2021
  
   
Average
Balance
    
Interest
    
Average
Yield/Cost(2)
    
Average
Balance
    
Interest
    
Average
Yield/Cost(2)
  
Interest-Earning Assets
  
(in thousands)
  
Federal funds sold and interest-earning deposits
  
$
205,815
    
$
109
      
0.21
%
  
$
71,287
    
$
39
      
0.22
%
Investment securities
    
26,897
      
197
      
2.97
%
    
25,892
      
160
      
2.51
%
Loans (1)
    
894,539
      
11,194
      
5.08
%
    
875,766
      
10,856
      
5.03
%
Total earnings assets
    
1,127,251
      
11,500
      
4.14
%
    
972,945
      
11,055
      
4.61
%
Nonearning Assets
                                                
Cash and due from banks
    
2,161
                      
2,076
                  
Allowance for loan losses
    
(10,615
)
                    
(10,230
)
                
Other assets
    
39,138
                      
39,820
                  
Total assets
  
$
1,157,935
                    
$
1,004,611
                  
Interest-Bearing Liabilities
                                                
Interest-bearing demand deposits
  
$
519,454
    
$
319
      
0.25
%
  
$
410,615
    
$
481
      
0.48
%
Savings deposits
    
23,931
      
16
      
0.27
%
    
19,327
      
21
      
0.44
%
Time deposits
    
175,448
      
235
      
0.54
%
    
173,541
      
240
      
0.56
%
Total interest-bearing deposits
    
718,833
      
570
      
0.32
%
    
603,483
      
742
      
0.50
%
Other borrowings
    
90,000
      
194
      
0.87
%
    
105,000
      
271
      
1.05
%
Total interest-bearing liabilities
    
808,833
      
764
      
0.38
%
    
708,483
      
1,013
      
0.58
%
Noninterest-Bearing Liabilities
                                                
Noninterest-bearing demand deposits
    
227,980
                      
189,019
                  
Other liabilities
    
17,640
                      
16,203
                  
Stockholders’ equity
    
103,482
                      
90,906
                  
Total Liabilities and Stockholders’ Equity
  
$
1,157,935
                    
$
1,004,611
                  
Net interest income and margin (3)
          
$
10,736
      
3.86
%
          
$
10,042
      
4.19
%
Net interest spread (4)
                    
3.76
%
                    
4.04
%

(1)
Includes nonaccrual loans.
(2)
Annualized.
(3)
Net interest margin is computed by dividing net interest income by total average earning assets.
(4)
Net interest spread represents average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

35
The table below sets forth the relative impact on net interest income of changes in the volume of earning assets and interest-bearing liabilities and changes in rates earned and paid by the Company on such assets and liabilities.  For purposes of this table, nonaccrual loans have been included in the average loan balances.

   
Three Months Ended March 31,
  
   
2022 versus 2021
  
 
Increase (Decrease)
Due to Changes in (1)
  
   
Volume
    
Rate
    
Total
  
   
(in thousands)
  
Interest income:
                  
Federal funds sold and interest-earning deposits
  
$
70
    
$
-
    
$
70
  
Investment securities
    
7
      
30
      
37
  
Loans, net
    
235
      
103
      
338
  
Total interest income
    
312
      
133
      
445
  
                         
Interest expense:
                        
Interest-bearing demand deposits
    
67
      
(229
)
    
(162
)
Savings deposits
    
3
      
(8
)
    
(5
)
Time deposits
    
3
      
(8
)
    
(5
)
Short-term borrowings
    
(32
)
    
(45
)
    
(77
)
Total interest expense
    
41
      
(290
)
    
(249
)
Net increase
  
$
271
    
$
423
    
$
694
  

(1)
Changes due to both volume and rate have been allocated to volume changes.

Comparison of interest income, interest expense and net interest margin

For the three months ended March 31, 2022 and 2021 net interest income was $10.7 million and $10.0 million, respectively.  The net interest margin for the quarter ended March 31, 2022, was 3.86% compared with 4.19% for the same period in 2021.  Interest income increased $445 thousand, or 4%, to $11.5 million for the three months ended March 31, 2022, from $11.1 million for the same period in 2021.  The increase is primarily attributable to increased balances in loans and interest-bearing deposits.  Interest expense decreased $249 thousand, or 25%, to $764 thousand for the three months ended March 31, 2022, from $1.0 million for the same period in 2021.  The decrease is primarily attributable to lower rates paid on interest-bearing deposits and lower average balances and rates on borrowings.

The average balance of interest earning assets increased $154.3 million, or 16%, to $1.1 billion for the three months ended March 31, 2022, from $972.9 million for the three months ended March 31, 2021.  The average loan balance of loans increased $18.8 million, or 2%, to $894.5 million for the three months ended March 31, 2022, from $875.8 million for the three months ended March 31, 2021.  The increase in average balances was primarily due to increases in commercial real estate and manufactured housing loan balances partially offset lower SBA PPP loan balances as a result of paydowns and loan forgiveness.  The average balance of investment securities increased $1.0 million, or 4%, to $26.9 million for the three months ended March 31, 2022, from $25.9 million for the three months ended March 31, 2021.  The average balance of interest-bearing deposits in other banks increased $134.5 million, or 189%, to $205.8 million for the three months ended March 31, 2022, from $71.3 million for the three months ended March 31, 2021.  The increase is due to growth in customer deposits as a result of deposit gather efforts.

The average balance of interest-bearing liabilities increased $100.4 million, or 14%, to $808.8 million for the three months ended March 31, 2022, from $708.5 million for the three months ended March 31, 2021. The average balance of interest-bearing deposits increased $115.4 million, or 19%, to $718.8 million for the three months ended March 31, 2022, from $603.5 million for the three months ended March 31, 2021.  The average borrowings decreased $15 million, or 14%, to $90 million for the three months ended March 31, 2022, from $105 million for the three months ended March 31, 2021.

Provision for loan losses

For the three months ended March 31, 2022 and March 31, 2021, the Company recorded a negative provision expense of $284 thousand and $173 thousand, respectively.  For the three months ended March 31, 2022, net recoveries were $427 thousand compared with net recoveries of $212 thousand for the three months ended March 31, 2021.

The percentage of net nonaccrual loans to the total loan portfolio has remained unchanged at 0.06% as of March 31, 2022 compared to  0.06% at December 31, 2021.

36
The ALL compared to net nonaccrual loans has increased to 1967.7% as of March 31, 2022 from 1841.4% as of December 31, 2021.   Total past due loans increased to $2.0 million as of March 31, 2022 from $0.7 million as of December 31, 2021.

Non-Interest Income

The following table summarizes the Company’s non-interest income for the periods indicated:

   
Three Months Ended March 31,
    
Increase
  
   
2022
    
2021
    
(Decrease)
  
   
(in thousands)
  
Other loan fees
  
$
246
    
$
313
    
$
(67
)
Gains from loan sales, net
    
60
      
118
      
(58
)
Document processing fees
    
101
      
106
      
(5
)
Service charges
    
88
      
67
      
21
  
Other
    
796
      
293
      
503
  
Total non-interest income
  
$
1,291
    
$
897
    
$
394
  

Total non-interest income increased to $1.3 million for the three months ended March 31, 2022 compared to $0.9 million for the same period in 2021.  The increase was primarily due to recognition of $0.6 million of Bank Owned Life Insurance death benefits in the first quarter of 2022, which are included in other income.  Service charges increased slightly in the first quarter of 2022 compared to the first quarter 2021 primarily due to increased consumer and business account fees and wire transfer charges in 2022 compared to 2021. Other loan fees, document processing fees and gains from loan sales for the three months ended March 31, 2022 decreased due to decreased new loan volumes during the first three months of 2022 compared to 2021.

Non-Interest Expenses

The following table summarizes the Company’s non-interest expenses for the periods indicated:

   
Three Months Ended March 31,
    
Increase
  
   
2022
    
2021
    
(Decrease)
  
   
(in thousands)
  
Non-interest expenses:
                  
Salaries and employee benefits
  
$
4,865
    
$
4,565
    
$
300
  
Occupancy, net
    
997
      
779
      
218
  
Professional services
    
399
      
340
      
59
  
Data processing
    
310
      
340
      
(30
)
Depreciation
    
183
      
205
      
(22
)
FDIC assessment
    
171
      
91
      
80
  
Advertising and marketing
    
258
      
183
      
75
  
Stock based compensation
    
92
      
68
      
24
  
Other
    
(304
)
    
289
      
(593
)
Total non-interest expenses
  
$
6,971
    
$
6,860
    
$
111
  

Total non-interest expenses increased $111 thousand to $7.0 million for the three months ended March 31, 2022 compared to $6.9 million for the same period in 2021.  Salaries and employee benefits increased in the first quarter of 2022 compared to 2021 due to increased competition for qualified candidates and having to pay higher wages and cover staffing shortages with temporary employees or contract workers. Occupancy costs also increased in the first quarter of 2022 compared to 2021 primarily due to increased contracted services expense of $0.2 million in the first quarter of 2022 compared to 2021 as a result of the Company’s strategic outsourcing of many of its information technology department functions.  These increased expenses were offset by recaptured loan collection and legal expenses of $1.0 million received from the settlement of a long-standing lawsuit with a former borrower in the first quarter of 2022.  This expense recapture was partially offset by additional other real estate expenses of $0.3 million in the first quarter 2022 related to one repossessed property.

Income Taxes

Income tax provision for the three months ended March 31, 2022 was $1.4 million compared to $1.2 million in the same period during 2021.  The combined state and federal effective income tax rates for the three months ended March 31, 2022 and 2021 were 25.8% and 29.0%, respectively.  The drop in the effective tax rate for the first quarter of 2022 was due to proceeds from Bank Owned Life Insurance proceeds which are non-taxable to the Company.

37
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and their respective tax basis including operating losses and tax credit carryforwards.  Net deferred tax assets of $4.3 million and $4.4 million at March 31, 2022 and December 31, 2021, respectively, are reported in other assets in the consolidated balance sheet.

Accounting standards Codification Topic 740, Income Taxes, requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard.

A valuation allowance is established for deferred tax assets if, based on weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets may not be realized.  Management evaluates the Company’s deferred tax assets 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.

There was no valuation allowance on deferred tax assets at March 31, 2022 or December 31, 2021.

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 undergoes a process to evaluate whether income tax accruals are in accordance with ASC 740 guidance on uncertain tax positions.  There were no uncertain tax positions at March 31, 2022 and December 31, 2021.

BALANCE SHEET ANALYSIS

Total assets decreased $20.4 million to $1.1 billion at March 31, 2022 from $1.2 billion at December 31, 2021.  The decrease in total assets was primarily due to decreases in cash and cash equivalents and net loans.  Cash and cash equivalents decreased $15.2 million and net loans held for investment decreased $1.9 million.  Net loans decreased by $1.9  million to $879.8 million at March 31, 2022 from $881.7 million at December 31, 2021.  Most of the loan decrease was due to decreases in SBA loans and commercial loans which decreased $14.0 million and $1.9 million, respectively.  The decrease in loans was partially offset by increases in commercial real estate and manufactured housing loans which increased $11.4 million and $2.6 million, respectively.

Total liabilities decreased $23.9 million to $1.0 billion at March 31, 2022 from $1.2 billion at December 31, 2021 mostly due to a $24.4 million decreased in total deposits. The decrease in total deposits was largely due to a decrease in interest-bearing demand deposits and certificates of deposits which declined $33.3 million and $7.8 million, respectively.  The decline in deposits was partially offset by a $16.2 million increase in non-interest-bearing demand deposits.

Total stockholders’ equity increased $3.5 million to $104.8 million at March 31, 2022 from $101.4 million at December 31, 2021.  The $4.0 million increase in retained earnings from net income was partially offset by a $0.6 million decrease from common stock dividends.  The book value per common share was $12.07 at March 31, 2022 compared to $11.72 at December 31, 2021.

Selected Balance Sheet Accounts

   
March 31,
2022
    
December 31,
2021
    
Increase
(Decrease)
    
Percent
Increase
(Decrease)
  
   
(dollars in thousands)
  
Cash and cash equivalents
  
$
193,188
    
$
208,375
    
$
(15,187
)
    
(7.3
)%
Investment securities available-for-sale
    
18,815
      
19,711
      
(896
)
    
(4.5
)%
Investment securities held-to-maturity
    
2,771
      
2,815
      
(44
)
    
(1.6
)%
Loans – held for sale
    
24,193
      
23,408
      
785
      
3.4
%
Loans – held for investment, net
    
855,568
      
858,271
      
(2,703
)
    
(0.3
)%
Total assets
    
1,136,603
      
1,157,052
      
(20,449
)
    
(1.8
)%
Total deposits
    
925,740
      
950,131
      
(24,391
)
    
(2.6
)%
Other borrowings
    
90,000
      
90,000
      
-
      
-
  
Total stockholders’ equity
    
104,828
      
101,375
      
3,453
      
3.4
%

38
The table below summarizes the distribution of the Company’s loans held for investment at the end of each of the periods indicated.

   
March 31,
2022
    
December 31,
2021
  
   
(in thousands)
  
Manufactured housing
  
$
299,969
    
$
297,363
  
Commercial real estate
    
492,181
      
480,801
  
Commercial
    
52,603
      
55,287
  
SBA
    
9,623
      
23,659
  
HELOC
    
3,475
      
3,579
  
Single family real estate
    
8,896
      
8,749
  
Consumer
    
31
      
109
  
Total loans held for investment, gross
    
866,778
      
869,547
  
Allowance for loan losses
    
(10,547
)
    
(10,404
)
Deferred costs, net
    
(546
)
    
(838
)
Discount on SBA loans
    
(33
)
    
(34
)
Other loans in process
    
(84
)
    
-
  
Total loans held for investment, net
  
$
855,568
    
$
858,271
  

The Company had $24.2 million of loans held for sale at March 31, 2022 compared to $23.4 million at December 31, 2021.  Loans held for sale at March 31, 2022 consisted of $6.3 million SBA loans and $17.9 million commercial agriculture loans.  Loans held for sale at December 31, 2021, consisted of $6.3 million SBA loans and $17.1 million commercial agriculture loans.

Concentrations of Lending Activities

The Company’s lending activities are primarily driven by manufactured housing, commercial, SBA, construction, real estate and consumer customers served in the market areas where the Company has branch offices in the Central Coast of California.  The Company monitors concentrations within selected categories such as geography and product.  The Company’s business is concentrated in these areas and the loan portfolio includes significant credit exposure to the manufactured housing and commercial real estate markets of these areas.  As of March 31, 2022 and December 31, 2021, manufactured housing loans comprised 33.7% and 33.3%, respectively, of total loans.  As of March 31, 2022 and December 31, 2021, commercial real estate loans accounted for approximately 55.3% and 53.8% of total loans, respectively.   The Company was within established concentration policy limits at March 31, 2022 and December 31, 2021.

Asset Quality

For all banks and bank holding companies, asset quality plays a significant role in the overall financial condition of the institution and results of operations.  The Company measures asset quality in terms of nonaccrual loans as a percentage of gross loans, and net charge-offs as a percentage of average loans.  Net charge-offs are calculated as the difference between charged-off loans and recovery payments received on previously charged-off loans.

   
March 31,
2022
    
December 31,
2021
  
   
(in thousands)
  
Nonaccrual loans (net of government guaranteed portion)
  
$
536
    
$
565
  
Troubled debt restructured loans, gross
    
6,852
      
8,565
  
Nonaccrual loans (net of government guaranteed portion) to gross loans
    
0.06
%
    
0.06
%
Net charge-offs (recoveries) (annualized) to average loans
    
(0.19
)%
    
(0.04
)%
Allowance for loan losses to nonaccrual loans (net of government guaranteed portion)
    
1,967
%
    
1,841
%
Allowance for loan losses to gross loans
    
1.22
%
    
1.20
%

39
The following table reflects the recorded investment in certain types of loans at the dates indicated:

   
March 31,
2022
    
December 31,
2021
  
   
(in thousands)
  
Total nonaccrual loans
  
$
536
    
$
565
  
Government guaranteed portion of loans included above
    
—
      
—
  
Total nonaccrual loans, without guarantees
  
$
536
    
$
565
  
                 
Loans 30 through 89 days past due with interest accruing
  
$
2,042
    
$
704
  
Loans 90 days or more past due with interest accruing
  
$
—
    
$
—
  
Allowance for loan losses to gross loans held for investment
    
1.22
%
    
1.20
%

Impaired loans

A loan is considered impaired when, based on current information, it is probable that the Company will 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 include payment status, collateral value and the probability of collecting scheduled principal and/or interest payments.  Loans that experience insignificant payment delays or payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays or payment shortfalls on a case-by-case basis.  When determining the possibility of impairment, management considers 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 uses the fair value of collateral method to measure impairment.  All other loans are measured for impairment based on the present value of future cash flows.  Impairment is measured on a loan-by-loan basis for all loans in the portfolio.

A loan is considered a troubled debt restructured loan (“TDR”) when concessions have been made to the borrower and the borrower is in financial difficulty.  These concessions include but are not limited to term extensions, rate reductions and principal reductions.  Forgiveness of principal is rarely granted and modifications for all classes of loans are predominantly term extensions.  TDR loans are also considered impaired.

The following schedule summarizes impaired loans and specific reserves by loan class as of the periods indicated:

   
Manufactured
Housing
    
Commercial
Real Estate
    
Commercial
    
SBA
    
HELOC
    
Single Family
Real Estate
    
Consumer
    
Total
Loans
  
Impaired Loans as of
March 31, 2022:
  
(in thousands)
  
Recorded Investment:
                                                
Impaired loans with an allowance recorded
  
$
3,356
    
$
217
    
$
80
    
$
186
    
$
—
    
$
419
    
$
—
    
$
4,258
  
Impaired loans with no allowance recorded
    
1,312
      
—
      
1,456
      
220
      
—
      
249
      
—
      
3,237
  
Total loans individually evaluated for impairment
    
4,668
      
217
      
1,536
      
406
      
—
      
668
      
—
      
7,495
  
Related Allowance for Credit Losses
                                                                
Impaired loans with an allowance recorded
    
194
      
17
      
—
      
1
      
—
      
12
      
—
      
224
  
Impaired loans with no allowance recorded
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
—
  
Total loans individually evaluated for impairment
    
194
      
17
      
—
      
1
      
—
      
12
      
—
      
224
  
Total impaired loans, net
  
$
4,474
    
$
200
    
$
1,536
    
$
405
    
$
—
    
$
656
    
$
—
    
$
7,271
  

40
   
Manufactured
Housing
    
Commercial
Real Estate
    
Commercial
    
SBA
    
HELOC
    
Single Family
Real Estate
    
Consumer
    
Total
Loans
  
Impaired Loans as of
December 31, 2021:
  
(in thousands)
  
Recorded Investment:
                                                
Impaired loans with an allowance recorded
  
$
3,563
    
$
220
    
$
85
    
$
194
    
$
—
    
$
425
    
$
—
    
$
4,487
  
Impaired loans with no allowance recorded
    
1,358
      
1,402
      
1,505
      
226
      
—
      
258
      
—
      
4,749
  
Total loans individually evaluated for impairment
    
4,921
      
1,622
      
1,590
      
420
      
—
      
683
      
—
      
9,236
  
Related Allowance for Credit Losses
                                                                
Impaired loans with an allowance recorded
    
210
      
17
      
—
      
1
      
—
      
12
      
—
      
240
  
Impaired loans with no allowance recorded
    
—
      
—
      
—
      
—
      
—
      
—
      
—
      
—
  
Total loans individually evaluated for impairment
    
210
      
17
      
—
      
1
      
—
      
12
      
—
      
240
  
Total impaired loans, net
  
$
4,711
    
$
1,605
    
$
1,590
    
$
419
    
$
—
    
$
671
    
$
—
    
$
8,996
  

Total impaired loans decreased $1.7 million in the first quarter of 2022 compared to December 31, 2021.  This decrease was primarily due to decreased in impaired commercial real estate loans of $1.4 million and impaired manufactured housing loans of $0.3 million.

The following table summarizes the composite of nonaccrual loans:

   
At March 31, 2022
    
At December 31, 2021
  
   
Nonaccrual
Balance
    
%
    
Percent of
Total Loans
    
Nonaccrual
Balance
    
%
    
Percent of
Total Loans
  
   
(dollars in thousands)
  
Manufactured housing
  
$
286
      
53.35
%
    
0.03
%
  
$
306
      
54.16
%
    
0.03
%
Commercial real estate
    
—
      
0.00
%
    
0.00
%
    
—
      
0.00
%
    
0.00
%
Commercial
    
—
      
0.00
%
    
0.00
%
    
—
      
0.00
%
    
0.00
%
SBA
    
1
      
0.19
%
    
0.00
%
    
1
      
0.18
%
    
0.00
%
HELOC
    
—
      
0.00
%
    
0.00
%
    
—
      
0.00
%
    
0.00
%
Single family real estate
    
249
      
46.46
%
    
0.03
%
    
258
      
45.66
%
    
0.03
%
Consumer
    
—
      
0.00
%
    
0.00
%
    
—
      
0.00
%
    
0.00
%
Total nonaccrual loans
  
$
536
      
100.00
%
    
0.06
%
  
$
565
      
100.00
%
    
0.06
%

Nonaccrual loans decreased slightly at March 31, 2022 compared to December 31, 2021.  Net nonaccrual loans to total loans were unchanged at 0.06% at March 31, 2022 and December 31, 2021.

41
Allowance For Loan Losses

The following table summarizes the allocation of allowance for loan losses by loan type.  However, allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories:

   
Three Months Ended March 31,
  
   
2022
    
2021
  
Allowance for loan losses:
  
(in thousands)
  
Balance at beginning of period
  
$
10,404
    
$
10,194
  
Provisions charged to operating expenses:
                
Manufactured housing
    
1,145
      
(128
)
Commercial real estate
    
(703
)
    
250
  
Commercial
    
(510
)
    
(281
)
SBA
    
(231
)
    
(29
)
HELOC
    
15
      
(2
)
Single family real estate
    
—
      
18
  
Consumer
    
—
      
(1
)
Total Provision (credit)
    
(284
)
    
(173
)
Recoveries of loans previously charged-off:
                
Manufactured housing
    
7
      
139
  
Commercial real estate
    
20
      
20
  
Commercial
    
167
      
10
  
SBA
    
231
      
41
  
HELOC
    
2
      
2
  
Single family real estate
    
—
      
—
  
Consumer
    
—
      
—
  
Total recoveries
    
427
      
212
  
Loans charged-off:
                
Manufactured housing
    
—
      
—
  
Commercial real estate
    
—
      
—
  
Commercial
    
—
      
—
  
SBA
    
—
      
—
  
HELOC
    
—
      
—
  
Single family real estate
    
—
      
—
  
Consumer
    
—
      
—
  
Total charged-off
    
—
      
—
  
Net charge-offs (recoveries)
    
(427
)
    
(212
)
Balance at end of period
  
$
10,547
    
$
10,233
  

The ratio of allowance for loan losses to loans held for investment was 1.22% at March, 31, 2022 compared to 1.20% at December 31, 2021.  The increase was primarily attributable to a change in loan mix as the balance of SBA PPP loans declined, and commercial real estate loan balances increased during the quarter.  Net loan loss recoveries were $427,000 for the three months ended March 31, 2022 compared to $96,000 for the three months ended December 31, 2021.

Investment Securities

Investment securities are classified at the time of acquisition as either held-to-maturity or available-for-sale based upon various factors, including asset/liability management strategies, liquidity and profitability objectives, and regulatory requirements.  Held-to-maturity securities are carried at amortized cost, adjusted for amortization of premiums or accretion of discounts.  Available-for-sale securities are securities that may be sold prior to maturity based upon asset/liability management decisions.  Investment securities identified as available-for-sale are carried at fair value.  Unrealized gains or losses on available-for-sale securities are recorded as accumulated other comprehensive income in stockholders’ equity.  Amortization of premiums or accretion of discounts on mortgage-backed securities is periodically adjusted for estimated prepayments.

The investment securities portfolio of the Company is utilized as collateral for borrowings, required collateral for public deposits and to manage liquidity, capital, and interest rate risk.

42
The carrying value of investment securities was as follows:

   
March 31,
2022
    
December 31,
2021
  
   
(in thousands)
  
U.S. government agency notes
  
$
5,334
    
$
5,508
  
U.S. government agency mortgage-backed securities (“MBS”)
    
2,771
      
2,815
  
U.S. government agency collateralized mortgage obligations (“CMO”)
    
4,489
      
4,883
  
Corporate debt securities
    
8,992
      
9,320
  
Equity securities: Farmer Mac class A stock
    
219
      
248
  
Total
  
$
21,805
    
$
22,774
  

Other Assets Acquired Through Foreclosure

The following table represents the changes in other assets acquired through foreclosure:

   
Three Months Ended March 31,
  
   
2022
    
2021
  
   
(in thousands)
  
Balance, beginning of period
  
$
2,518
    
$
2,614
  
Additions
    
—
      
136
  
Proceeds from dispositions
    
(140
)
    
—
  
Gain (loss) on foreclosed assets, net
    
11
      
(178
)
Third-party portion of write-down/loss
    
—
      
—
  
Balance, end of period
  
$
2,389
    
$
2,572
  

Other assets acquired through foreclosure consist primarily of properties acquired as a result of, or in-lieu-of, foreclosure.  Properties or other assets (primarily manufactured housing) are classified as other real estate owned and other repossessed assets and are reported at fair value at the time of foreclosure less estimated costs to sell.  Costs relating to development or improvement of the assets are capitalized and costs related to holding the assets are charged to expense.  The balance is primarily attributable to a single commercial agricultural relationship.

Deposits

The following table provides the balance and percentage change in the Company’s deposits:

   
March 31,
2022
    
December 31,
2021
    
Increase
(Decrease)
    
Percent
Increase
(Decrease)
  
   
(dollars in thousands)
  
Non-interest bearing demand deposits
  
$
226,073
    
$
209,893
    
$
16,180
      
7.7
%
Interest-bearing demand deposits
    
504,209
      
537,508
      
(33,299
)
    
(6.2
)%
Savings
    
24,239
      
23,675
      
564
      
2.4
%
Certificates of deposit ($250,000 or more)
    
13,197
      
17,612
      
(4,415
)
    
(25.1
)%
Other certificates of deposit
    
158,022
      
161,443
      
(3,421
)
    
(2.1
)%
Total deposits
  
$
925,740
    
$
950,131
    
$
(24,391
)
    
(2.6
)%

Total deposits decreased to $925.7 million at March 31, 2022 from $950.1 million at December 31, 2021, a decrease of $24.4 million.  This decrease was primarily due to decreases in interest-bearing demand deposits and certificates of deposits partially offset by an increase in non-interest-bearing deposits.  Deposits are the primary source of funding the Company’s asset growth.  In addition, the Bank is a member of Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”).  CDARS and ICS provide a mechanism for obtaining FDIC insurance for large deposits.  At March 31, 2022 and December 31, 2021, the Company had $100.5 million and $109.3 million, respectively, of CDARS and ICS deposits.

43
Liquidity and Capital Resources

Liquidity

Liquidity for a bank is the ongoing ability to fund asset growth and business operations, to accommodate liability maturities and deposit withdrawals and meet contractual obligations through unconstrained access to funding at reasonable market rates.  Liquidity management involves forecasting funding requirements and maintaining sufficient capacity to meet the needs and accommodate fluctuations in asset and liability levels due to changes in our business operations or unanticipated events.

The ability to have readily available funds sufficient to repay fully maturing liabilities is of primary importance to depositors, creditors and regulators.  CWB’s available liquidity, represented by cash and amounts due from banks, federal funds sold and non-pledged marketable securities.  CWB manages its liquidity risk through operating, investing and financing activities. In order to ensure funds are available, when necessary, on at least a quarterly basis, CWB projects the amount of funds that will be required and strive to maintain relationships with a diversified customer base.  Liquidity requirements can also be met through short-term borrowings or the disposition of short-term assets.

The Company has established policies as well as analytical tools to manage liquidity.  Proper liquidity management ensures that sufficient funds are available to meet normal operating demands in addition to unexpected customer demand for funds, such as high levels of deposit withdrawals or increased loan demand, in a timely and cost-effective manner.  CWB’s liquidity management is viewed from a long-term and short-term perspective, as well as from an asset and liability perspective.  Management monitors liquidity through regular reviews of maturity profiles, funding sources and loan and deposit forecasts to minimize funding risk.  The Bank has asset/liability committees (“ALCO”) at the Board and Bank management level to review asset/liability management and liquidity issues.

The Company through CWB has a blanket lien credit line with the Federal Home Loan Bank (“FHLB”).  FHLB advances are collateralized in the aggregate by CWB’s eligible loans and securities.  Total FHLB fixed rate advances were  $90.0 million at March 31, 2022 and December 31, 2021, respectively.  The Company also had $77.4 million of letters of credit with FHLB at March 31, 2022 to secure public funds.  At March 31, 2022, CWB had pledged to the FHLB, $12.6 million of securities and $273.7 million of loans.  At March 31, 2022, CWB had $25.7 million available for additional borrowing.  At December 31, 2021, CWB had pledged to the FHLB, securities of $13.2 million at carrying value and $286.6 million of loans.

CWB has established a credit line with the Federal Reserve Bank (“FRB”).  There were no outstanding FRB advances as of March 31, 2022 and December 31, 2021.  CWB had $102.2 million and $119.0 million in borrowing capacity as of March 31, 2022 and December 31, 2021, respectively.

The Company has federal funds purchased lines at correspondent banks with a total borrowing capacity of $20.0 million.  There was no amount outstanding as of March 31, 2022 and December 31, 2021.

The Company continues to face strong competition for core deposits.  The liquidity ratio of the Company was 20.8% and 21.7% at March 31, 2022 and December 31, 2021, respectively.  The Company’s liquidity ratio fluctuates in conjunction with loan funding demands.  The liquidity ratio consists of the sum of cash and due from banks, deposits in other financial institutions, available for sale investments, federal funds sold, and loans held for sale, divided by total assets.

As a legal entity, separate and distinct from the Bank, CWBC must rely on its own resources for its liquidity.  CWBC’s routine funding requirements primarily consisted of certain operating expenses, common stock dividends and interest payments on the other borrowings.  CWBC obtains funding to meet its obligations from dividends collected from CWB and fees charged for services provided to CWB and has the capability to issue equity and debt securities.  Federal banking laws and regulatory requirements regulate the amount of dividends that may be paid by a banking subsidiary without prior approval.  During the first quarter of 2022, CWBC declared dividends of $0.6 million.  On April 28, 2022, the Company’s Board of Directors declared a $0.075 per share dividend payable May 31, 2022, to stockholders of record on May 13, 2022.  The Company anticipates that it will continue to pay quarterly cash dividends in the future, although there can be no assurance that payment of such dividends will continue or that they will not be reduced.

CWBC has a $5.0 million revolving line of credit with CalFirst Bank.  The Company must maintain a deposit account with the lender. In addition, the Company must maintain a minimum debt service coverage ratio of 1.65, a minimum Tier 1 leverage ratio of 7.0%, a minimum total risked based capital ratio of 10.0% and a maximum net non-accrual ratio of not more than 3.0%.  At March 31, 2022, and December 31, 2021, the line of credit balance was zero.

 Our material cash requirements may include funding existing loan commitments, funding equity investments, withdrawal/maturity of existing deposits, repayment of borrowings, operating lease payments, and expenditures necessary to maintain current operations.

The Company enters into contractual obligations in the normal course of business as a source of funds for its asset growth and to meet required capital needs.  The following schedule summarizes maturities and principal payments due on our contractual obligations excluding interest:

44
   
At March 31, 2022
  
   
Less than
1 year
    
More than
1 year
    
Total
  
   
(dollars in thousands)
  
Time deposit maturities
  
$
41,560
    
$
129,659
    
$
171,219
  
FHLB advances
    
-
      
90,000
      
90,000
  
Operating lease obligations
    
638
      
4,988
      
5,626
  
Total
  
$
42,198
    
$
224,647
    
$
266,845
  

In the ordinary course of business, we enter into various transactions to meet financing needs of our customers, which, in accordance with generally accepted accounting principles, are not included in our consolidated balance sheets.  These transactions include off-balance sheet commitments, including commitments to extend credit and standby letters of credit.  The following table presents a summary of the Company’s commitments to extend credit by expiration period.

   
At March 31, 2022
  
   
Less than
1 year
    
More than
1 year
    
Total
  
   
(dollars in thousands)
  
Loan commitments to extend credit
  
$
42,254
      
35,253
    
$
77,507
  
Standby letters of credit
    
-
      
-
      
-
  
Total
  
$
42,254
      
35,253
    
$
77,507
  

Capital Resources

Maintaining capital strength continues to be a long-term objective for the Company.  Capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard depositor funds.  Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities.  The Company has the capacity to issue 60,000,000 shares of common stock of which 8,682,363 have been issued at March 31, 2022.  Conversely, the Company may decide to repurchase shares of its outstanding common stock, depending on the market price and other relevant factors.  CWB is subject to various regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements could trigger certain mandatory or discretionary actions that, if undertaken, could have a material effect on the Company’s business and financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, CWB must meet specific capital guidelines that involve quantitative measures of  its assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.  The capital amounts and classifications are also subject to qualitative judgements by the regulators about components, risk weightings and other factors.

In 2019, the federal banking agencies jointly issued a final rule, which provides for an additional optional, simplified measure of capital adequacy, the community bank leverage ratio framework. Under this framework, the bank would choose the option of using the community bank leverage ratio (CBLR).  A CBLR bank may opt out of the framework at any time, without restriction, by reverting to the generally applicable risk-based capital rules. As of the fourth quarter 2021, the Company rescinded its CBLR election.

45
The following tables illustrate the Bank’s regulatory ratios and the Federal Reserve’s current adequacy guidelines as of March 31, 2022 and December 31, 2021.

   
Total
Capital
(To Risk-
Weighted
Assets)
    
Tier 1
Capital
(To Risk-
Weighted
Assets)
    
Common
Equity
Tier 1
(To Risk-
Weighted
Assets)
    
Leverage
Ratio/Tier 1
Capital
(To Average
Assets)
  
March 31, 2022
                        
CWB’s actual regulatory ratios
    
12.49
%
    
11.32
%
    
11.32
%
    
8.88
%
Minimum capital requirements
    
8.00
%
    
6.00
%
    
4.50
%
    
4.00
%
Well-capitalized requirements
    
10.00
%
    
8.00
%
    
6.50
%
    
N/A
  

   
Total
Capital
(To Risk-
Weighted
Assets)
    
Tier 1
Capital
(To Risk-
Weighted
Assets)
    
Common
Equity
Tier 1
(To Risk-
Weighted
Assets)
    
Leverage
Ratio/Tier 1
Capital
(To Average
Assets)
    
Community
Banking
Leverage
Ratio
  
December 31, 2021
                              
CWB’s actual regulatory ratios
    
12.19
%
    
11.02
%
    
11.02
%
    
8.56
%
    
N/A
  
Minimum capital requirements
    
8.00
%
    
6.00
%
    
4.50
%
    
4.00
%
    
8.00
%
Well-capitalized requirements
    
10.00
%
    
8.00
%
    
6.50
%
    
N/A
      
9.00
%

There are no conditions or events since March 31, 2022 that management believes have changed the Company’s or the Bank’s risk-based capital category. The Company is closely monitoring capital levels in light of the COVID-19 pandemic, and the potential impact of its effect upon earnings.

Supervision and Regulation

Banking is a complex, highly regulated industry.  The primary goals of the regulatory scheme are to maintain a safe and sound banking system, protect depositors and the Federal Deposit Insurance Corporation’s (“FDIC”) insurance fund, and facilitate the conduct of sound monetary policy.  In furtherance of these goals, Congress and the states have created several largely autonomous regulatory agencies and enacted numerous laws that govern banks, bank holding companies and the financial services industry. Consequently, the growth and earnings performance of the Company can be affected not only by management decisions and general economic conditions, but also by the requirements of applicable state and federal statutes, regulations, and the policies of various governmental regulatory authorities, including the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency (“OCC”), and FDIC.

The system of supervision and regulation applicable to financial services businesses governs most aspects of the business of CWBC and CWB, including: (i) the scope of permissible business; (ii) investments; (iii) reserves that must be maintained against deposits; (iv) capital levels that must be maintained; (v) the nature and amount of collateral that may be taken to secure loans; (vi) the establishment of new branches; (vii) mergers and consolidations with other financial institutions; and (viii) the payment of dividends.

Laws or regulations are enacted which may have the effect of increasing the cost of doing business, limiting, or expanding the scope of permissible activities, or changing the competitive balance between banks and other financial and non-financial institutions.  Proposals to change the laws and regulations governing the operations of banks and bank holding companies are frequently made in Congress and by various bank and other regulatory agencies.  Future changes in the laws, regulations or policies that impact the Company cannot necessarily be predicted, but they may have a material effect on the Company’s business and earnings.

For a detailed discussion of the regulatory scheme governing the Company and CWB, please see the discussion in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Supervision and Regulation.”

46
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Certain qualitative and quantitative disclosures about market risk are set forth in Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.  There has been no material change in these disclosures as previously disclosed in the Company’s Form 10-K.  For further discussion of interest rate risk, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity - Interest Rate Risk.”

The Company expects to see continued volatility in the economic markets and government responses to the COVID-19 pandemic and the Russian Federation invasion of Ukraine.  These changing conditions and governmental responses could have impacts on the balance sheet and income statement of the Company.

ITEM 4.
CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e).  Based upon that evaluation, the Company’s management, which includes the Company’s Chief Executive Officer and the Chief Financial Officer, has concluded that, as of the end of the period covered by this report, disclosure controls and procedures are effective in ensuring that information relating to the Company (including its consolidated subsidiary) required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity’s disclosure objectives.  The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures.  These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated whether there was any change in internal control over financial reporting that occurred during the quarter ended March 31, 2022 and determined that there was no change in internal control over financial reporting that occurred during the quarter ended March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

47
PART II – OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

The Company is involved in various other litigation matters of a routine nature that are being handled and defended in the ordinary course of the Company’s business.  In the opinion of Management, based in part on consultation with legal counsel, the resolution of these litigation matters are not expected to have a material impact on the Company’s financial position or results of operations.

ITEM 1A.
RISK FACTORS

Investing in our common stock involves various risks which are particular to our Company, our industry, and our market area.  Several risk factors that may have a material adverse impact on our business, operating results and financial condition are discussed in Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.  There has been no material change in the Company’s risk factors as previously disclosed in the Company’s Form 10-K.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company made no repurchases of its common stock during the quarter ended March 31, 2022 and there was approximately $1.4 million that may yet be purchased under the Company’s repurchase program.
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.
MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.
OTHER INFORMATION

None.

48
ITEM 6.
EXHIBITS

The following Exhibits are filed herewith.

Exhibit
Number
  
   
31.1
Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
   
31.2
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
   
32.1*
Certification of Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) or Rule 15d-14(b), promulgated under the Securities Exchange Act of 1934, as Amended, and 18 U.S.C. 1350.
   
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*
This certification is furnished to, but shall not be deemed filed, with the Commission.  This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates it by reference.

49
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COMMUNITY WEST BANCSHARES
(Registrant)

Date: May 13, 2022
BY: 
 /s/ Richard Pimentel
 
Richard Pimentel
 
Executive Vice President and Chief Financial Officer
   
 
On Behalf of Registrant and as a Duly Authorized Officer
 
and as Principal Financial and Accounting Officer

50
EXHIBIT INDEX

Exhibit
Number
  
   
Employment and Confidentiality Agreement, dated, January 3, 2022, among Community West Bank and Richard Pimentel.
   
Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
   
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
   
Certification of Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) or Rule 15d-14(b), promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.
   
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*
This certification is furnished to, but shall not be deemed filed, with the Commission.  This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates it by reference.


51
Exhibit 10.51

COMMUNITY WEST BANK
Employment Agreement

THIS EMPLOYMENT AGREEMENT (the “Agreement”) including Exhibits A-C attached hereto, is entered into by and between Community West Bank, including its directors, officers, employees, contractors, agents, representatives, successors and assigns (collectively, “the Bank”) and Richard Pimentel, an individual, and his/her heirs, agents, representatives and assigns (collectively, “Employee”).

RECITALS

WHEREAS, the Bank is a California National Banking Association duly organized, validly existing and in good standing under the laws of the United States of America, with power to own property and carry on its business as it is now being conducted, with its principal place of business located at 445 Pine Street, Goleta, California 93117;

WHEREAS, the Bank wishes to employ Employee; and Employee agrees to accept employment with the Bank, all on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the parties agree as follows:

1.   EMPLOYMENT. The Bank hereby employs Employee as the Executive Vice President, Chief Financial Officer under the terms and conditions contained herein. Employee’s employment shall commence on January 3, 2022.  Employee’s employment shall continue until terminated by either party pursuant to the terms contained herein (the “Term”).

2.   AT-WILL EMPLOYMENT STATUS. Employee’s employment with the Bank is and shall remain “at will,” meaning that either the Bank or Employee shall have the right at any time, for any reason or no reason at all, to terminate Employee’s employment with the Bank upon written notice to the other party, subject to the termination provisions contained herein.

3.   POSITION AND DUTIES

3.1.         Position and Reporting Relationship. During the Term, Employee shall serve the Bank in the position of Executive Vice President, Chief Financial Officer. Employee shall report directly to the Chief Executive Officer.  Employee shall perform his/her duties at the Bank’s facility in Goleta, California, or such other location as the Bank may designate in its sole discretion.

3.2.         Duties and Responsibilities. During the Term, Employee’s duties and responsibilities shall include, without limitation, those duties set forth in Exhibit A hereto, as well as those additional duties and responsibilities which the Bank may from time to time assign to Employee. In acting on the Bank's behalf, Employee shall observe and be governed by all of the Bank’s rules and policies as established by the Bank from time to time in the Bank’s sole discretion.

3.3.          Schedule.  Employee shall be employed on a full-time basis, which shall mean that Employee is expected to devote approximately forty (40) hours per week to their work, or as needed to complete their duties. Employee is expected to be reasonably available to the Bank for business purposes between the hours of 8 am to 5 pm, Monday through Friday, except as agreed by Bank.  As an exempt employee, Employee shall not be paid additional compensation for overtime or excessive work hours.  Employee shall not keep time records, but shall be required to record absences for illness, personal time off, or other periods in which Employee is not performing work for the Bank.

3.4.         Best Efforts During Employment. At all times during the Term, Employee shall use their best efforts, skills, judgment and abilities, and shall at all times promote the Bank's interests and perform and discharge well and faithfully those duties. Employee shall devote Employee’s full and exclusive business time, attention and energies to the Bank's business in accordance with Employee’s anticipated schedule and duties hereunder. At no time during the Term shall Employee directly or indirectly engage in any activity that could or does materially interfere with or adversely affect Employee's performance of Employee's duties under this Agreement, or compete with or damage in any way the business of the Bank.

1
4.            COMPENSATION

4.1.         Base Salary. In consideration of Employee’s services hereunder, the Bank shall pay to Employee an annual base salary (the “Base Salary”) of Two Hundred and Fifty Thousand Dollars ($250,000.00), payable in such installments and on such schedule as the Bank may from time to time implement for general payroll purposes. Such Base Salary shall be subject to required tax and other withholdings and shall be prorated for any partial periods of employment. The Bank, acting in its sole and absolute discretion, may review Employee’s performance and/or may adjust the Base Salary from time to time based upon the performance of Employee and/or the Bank, market conditions, or other factors in the Bank’s sole discretion.    Nothing in this section shall obligate the Bank to increase the Base Salary payable as a result of such review.  The Bank will not reduce the Base Salary payable to Executive without good cause.

4.2.         Bonuses. Employee shall be considered for an annual bonus based upon, without limitation, such factors as Employee’s performance and the overall performance of the Bank. Such annual bonus shall be paid to Employee, if at all, by no later than March 15th  after the close of the calendar year for performance achieved in the prior calendar year, provided Employee is actively employed and has not given notice of resignation at the time the bonus is paid. The existence and amount of any bonus provided to Employee in any given year is solely within the discretion of the Bank. The provision of a bonus in any given year does not guarantee any future bonus in any amount and does not alter the at-will status of Employee’s employment.

4.3           Deferred Compensation.  The bank has established a liability account for the benefit of the Employee as a participant in the Community West Bank Executive Deferred Compensation Agreement dated January 3, 2022.

4.4          Equity. Employee shall be eligible to participate in the Community West Bancshares Stock Option Plan in accordance with the express terms of that plan.  Employee will be granted an initial 20,000 share options upon the approval of the bank’s Board of Directors at the first board meeting after employee’s hire date.
.
5.           BENEFITS. Upon commencement of the Term, Employee shall be entitled to receive those benefits to which Employee may be entitled by law. In addition to such legally-mandated benefits, Employee shall also be eligible to receive the Bank-sponsored benefits, including but not limited to vacation and sick leave, health insurance and 401k benefits, as set forth in the Bank’s Employee Handbook and in accordance with company policies. The terms and conditions of such benefits shall be governed by the plan descriptions and/or the Bank’s policies as applicable. Such benefits shall be provided in the sole discretion of the Bank, and may be altered or revoked at any time.

6.          EXPENSES. The Bank shall reimburse Employee for all reasonable and necessary expenses incurred by Employee during the Term in the course of performing Employee’s services under this Agreement including the use of personal cell phone for bank business per the bank’s reimbursement policies. Employee must submit appropriate expense statements, receipts or such other supporting information in accordance with the Bank's reimbursement policies, as established by the Bank from time to time.

7.           RETURN OF COMPANY PROPERTY. Upon separation from employment for any reason, or at the request of the Bank at any time, Employee shall immediately return to the Bank all originals and copies of any and all Bank information as well as any and all Bank property in Employee’s possession. Employee agrees that all information and property provided to Employee by the Bank or as a result of Employee’s employment with the Bank shall at all times remain the sole and exclusive property of the Bank.

8.           PROTECTION OF COMPANY’S CONFIDENTIAL AND TRADE SECRET INFORMATION. Employee agrees and understands that the Bank’s protection of its confidential and trade secret information is critical to the protection of Bank’s clients and the security of Bank’s business. To demonstrate Employee’s commitment to the protection of such information, and to ensure Bank’s sole ownership and protection of all confidential information, trade secrets, inventions, works for hire and other materials, Employee shall execute the Bank’s Inventions Assignment and Confidentiality Agreement, attached hereto as Exhibit B, as a condition of employment.

9.           NO EXPECTATION OF PRIVACY. Employee recognizes and agrees that Employee has no expectation of privacy with respect to the Bank's communications equipment, telecommunications, networking or information processing systems (including stored computer files, desktop or laptop systems, personal digital assistants, e-mail messages, voice messages, text messages, posts, blogs, tweets, cellular telephone communications, internet activity, computer activity, photos, and any other communications equipment, methodology or output utilized by Employee on behalf of or regarding the Bank or its Related Persons, created or received upon equipment or technology owned by the Bank or used by Employee on the Bank’s behalf). Employee understands that all such activity and communications may be monitored, viewed, retrieved, recovered and accessed by the Bank at any time without notice.

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10.         SOCIAL MEDIA. Employee has the right to engage in personal social media activities to express Employee’s thoughts or ideas on Employee’s personal time and using Employee’s personal equipment, so long as such activities are not performed on working time or while using the Bank computers, cell phones, personal digital assistants or other electronic communications equipment, and do not conflict with the Bank policies or business or harm the goodwill and reputation of the Bank. Employee may not (a) disclose the Bank Confidential Information on social media sites; (b) make defamatory or harassing statements about the Bank or its Related Persons; (c) defame the Bank, its activities or its Related Persons; (d) use or reproduce any the Bank logo, website link or other the Bank name or information; or (e) use the Bank’s name or information in connection with the expression of any individual opinion or position. Employee’s social media content must reflect that it is the opinion or content of Employee and must not imply any connection to or origination from the Bank (including without limitation the use of Employee’s the Bank e-mail address as the source of such communication). If Employee uses social media to promote the efforts or initiatives of the Bank, Employee must disclose Employee’s employment relationship to the Bank or connection to the Bank’s Related Persons within the social media content or communication. For the purposes of this Agreement, the term “social media” refers to on-line blogs, forums, chat rooms and social networking sites such as Yelp, Facebook, Twitter, LinkedIn, Instagram, Pinterest and YouTube, as well as all other similar sites, communications or activities.

11.         BINDING ARBITRATION. Employee agrees that any disputes arising out of Employee’s employment with the Bank shall be submitted to binding arbitration pursuant to the provisions set forth in the Arbitration Agreement attached hereto as Exhibit C.

12.         TERMINATION.  In keeping with Employee’s at-will status of employment, Bank shall be entitled to terminate Employee’s employment (and Employee shall be entitled to resign) at any time, with or without advance notice or cause.  Notwithstanding this at-will status, in the event that Bank terminates Employee’s employment without notice or cause, Employee shall be entitled to severance pay equal to three (3) months of Employee’s usual base wages.  Such severance shall be payable to Employee only after Employee executes Bank’s standard severance agreement, including a release of claims.   If Employee is terminated for cause, no severance shall be paid.  For the purposes of this section, “cause” shall be defined as (a) Employee’s disability which prevents Employee from being able to perform the essential functions of Employee’s position, with or without reasonable accommodation, to the extent that it causes an undue hardship to Bank; (b) Employee’s death; (c) Employee’s negligence, fraud, misrepresentation or gross dereliction of duties; (d) Employee’s conviction of a crime; or (e) any conduct of Employee which causes, or is likely to cause, significant or material harm to the Bank in the Bank’s sole discretion.

12.1         Termination on Change in Control.  “Change in Control” means a change in the ownership or effective control of the Bank, or in the ownership of a substantial portion of the assets of the Bank, as such change is defined in Code Section 409A and regulations thereunder.

(a)   If, within twelve (12) months following a Change of Control, Employee’s employment is terminated by Bank or Employee voluntarily resigns with good cause, Employee shall receive:


 1.
The sum of twelve (12) months of the Employee’s annual Base Salary  hereof in effect as of the date of termination,


2.
any incentive compensation earned but not yet paid, and


3.
any business expenses incurred but not yet reimbursed.

(b)  The payment to which Employee is entitled pursuant to this Agreement shall be paid in a single installment within forty-five (45) days of Employee’s termination by Bank or voluntary resignation with good cause, unless Employee and Bank agree to a later payment date in writing.  The timing of the payment to Employee shall have no impact on the amount or value of the payment, and shall not increase or decrease the total amount of the payment due to Employee under this Section 12.1.

(c)   For the purposes of this section, Employee’s “voluntary resignation with good cause” shall be defined as Employee’s voluntary resignation after one of the following occurrences within twelve (12) months after a change in control:


 1.
Employee’s annual base salary is reduced without good cause; or a material change occurs in the functions, duties, responsibilities, reporting relationship or title.


2.
Employee is required to relocate to a work location which is more than fifty (50) miles from Employee’s usual place of work.

12.2        Benefits upon Termination due to Change in Control.   During the twelve (12) month period commencing on the date the Term of Employment ends under this Agreement due to Change in Control, Employee (and, where applicable, Employee’s dependents) shall be entitled to continue participation in the group health insurance plans maintained by the Bank in the Consolidated Omnibus Budget Reconciliation Act of 1986 under “COBRA” with the Bank contributing the cost of the COBRA premiums.  After the twelve (12) month period ends, the employee may continue participation in the group health insurance plans per COBRA requirements by paying the COBRA premium rates in effect.

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13.        ENTIRE AGREEMENT; AMENDMENTS; WAIVERS. This Agreement, including Exhibits A – C hereto, sets forth the entire agreement and understanding of the parties with regard to the subject matter hereof and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties. No representation, promise or inducement has been made by either party that is not embodied in this Agreement. This Agreement shall be effective as of the last date this Agreement is executed by either party below and shall continue until modified by a writing signed by both parties or until Employee’s employment is terminated by either party. No waiver by either party of the breach of any term or covenant contained in this Agreement shall be deemed to be a continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

14.      GOVERNING LAW; VENUE. California law, without regard to conflict or choice of law principles, shall govern the construction and interpretation of this Agreement and all claims, controversies and other disputes and proceedings concerning or arising out of this Agreement. The parties to this Agreement agree that all actions or proceedings in any forum which arise directly or indirectly from this Agreement shall be arbitrated or litigated within Los Angeles County, California.


15.      ATTORNEYS’ FEES. If any party to this Agreement commences an action against another party to this Agreement related in any way to the Bank’s employment of Employee, Employee’s separation from employment or the terms of this Agreement, the losing party shall pay the prevailing party's reasonable attorneys' fees, costs and expenses, court costs and other costs of action incurred in connection with the prosecution or defense of such action, whether or not the action is prosecuted to a final judgment, as well as reasonable attorneys' fees incurred in any post judgment proceeding to enforce any judgment in connection with this Agreement, except as otherwise provided by law.

16.       SEVERABILITY; BINDING EFFECT; ASSIGNMENT. If any of the provisions of this Agreement are determined to be unlawful or otherwise unenforceable, in whole or in part, such determination shall not affect the validity of the remainder of this Agreement, and this Agreement shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, executors, administrators, successors and assigns. Employee may not assign any rights under this Agreement without the express written permission of the Bank.

17.       NOTICES. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given (a) if delivered personally, when delivered; (b) if delivered by overnight carrier, on the date of delivery; or (c) if delivered by registered or certified mail, return receipt requested, on the third business day after having been mailed in Santa Barbara County, California. Notices and communications to the Bank shall be addressed to Martin Plourd, President/CEO, 445 Pine Ave. Goleta, CA  93117. Notices to the Employee shall be addressed to Employee at the address designated by Employee for employment purposes.

18.       COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement, to produce or account for more than one such counterpart.

19.       ADVICE OF COUNSEL; KNOWING AND VOLUNTARY EXECUTION. The parties to this Agreement have each sought the advice of counsel to the extent deemed necessary by that party with regard to the terms of this Agreement. Each party voluntarily enters into this Agreement with full knowledge and understanding of its terms.

IN WITNESS WHEREOF, the parties have duly executed this Agreement, including Exhibits A -C hereto, as of the date set forth below.

Dated:
 
Community West Bank
   
   
 
By:
 
   
 
Its:
 
   
   
   
Dated:
 
Richard Pimentel (“Employee”)
   
   
 

Richard Pimentel

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Exhibit A
Job Description – Chief Financial Officer

As a Chief Financial Officer, Employee shall be responsible for the following duties, without limitation:


 •
Works closely with the Chief Executive Officer to develop and accomplish goals and strategic plans established by the Board of Directors and company executives

•
Management responsibility for the strategic planning process and oversight of the reporting function to the Board of the implementations of the plan by the business unit

•
Provides clear directions and oversight on strategic goals and their accomplishments, translating and prioritizing them into business and performance measures for responsible business units

•
Ensures strategic objectives are translated into a tactical business plan with mechanisms for key measurements in place to monitor progress to completion

•
Contributes to the development of business unit strategy by providing a view on potential improvement for products or services and an assessment of the existing situation and anticipated changes in the external environment

•
Develops and implements plans for the operational infrastructure of financial systems, processes, and personnel designed to accommodate the growth objectives of the Bank

•
Ensures that financial projects are delivered in line with directions from Management

•
Evaluates, develops, and administers accounting systems and practices that comply with GAAP, FASB rulings, regulations and laws

•
Establishes, maintains, and monitors internal accounting control systems in order to ensure safe/sound operations, accurate accounting records for the statement of the institution’s financial condition, and timely, accurate report data for regulators and management

•
Supervises the preparation of all regulatory reports and monitors compliance

•
Manages interest rate risk simulation model to help ensure liquidity and control interest rate risk; manages pricing of assets and liabilities acquired/to be acquired to make recommendations that will result in net interest margin consistent with budget objectives

•
Initiates the purchase and sale of security investments in compliance with the Company’s Investment Policy

•
Participates in funds acquisition activities through bidding on private and public money in compliance with the Company’s Asset/Liability Policy

•
Assists the CEO and the Board of Directors in accomplishing the activities to comply with the Capital Plan

•
Establishes and monitors key performance indicators for management of the operations group

•
Studies long-range economic trends and projects company prospects for future growth in overall sales and market share, opportunities for acquisitions or expansion into new product areas

•
Serves as a member of the Executive Management Team

•
Leads, inspires and coaches a team of high caliber professionals, creating succession to key roles and enhancing the Bank’s management capability.

•
Fosters a success-oriented, open, and accountable environment within the Bank emphasizing a culture of empowerment and teamwork

•
Leads by example, upholds and takes actions in alignment with the Community West Bank Statement of Values on a daily basis

•
Builds an environment that enhances task accomplishment through positive and supportive cooperation

•
Places goals of company foremost when interacting with others at all levels

•
Represents the Bank with clients, prospects, investors, and business partners in a professional and knowledgeable manner

•
Meets response and resolution times as defined in service level agreements and/or service requests, and follows established processes to meet service level commitments

•
Completes all required regulatory training as assigned within deadlines established including BSA, Bank Security and any other training as assigned, within required timeframes and on an annual basis

•
Additional assignments as designated by the CEO and or Board of Directors

In addition to these duties and responsibilities, Employee shall be responsible for carrying out those duties which may be requested or assigned by the Company from time to time in the Company’s sole discretion.  Based on business needs, Community West Bank may make changes to this job description or job assignments at any time with or without notice, to accommodate the business objectives of the bank based on the sole discretion of management.

   
Richard Pimentel
  
Date
Employee Name
  
   
 
 
 
Employee Signature
  

5
Exhibit B
Inventions Assignment and Confidentiality Agreement

I, Richard Pimentel (“Employee”), as a condition of my continued at-will employment with Community West Bank (the “Bank”) agree that:
 
I.
OWNERSHIP AND PROTECTION OF WORK PRODUCT

A.          Employee shall promptly and fully inform Bank of, and disclose to Bank, any and all ideas, processes, trademarks, trade names, service marks, service mark applications, copyrights, mask work rights, fictitious business names, technology, patents, knowhow, trade secrets, computer programs, original works of authorship, formulae, concepts, themes, inventions, designs, creations, new works, derivative works and disco-veries, and all applications, improvements, rights and claims related to any the foregoing, and all other intellectual property, proprietary rights and work product, whether or not patentable or copyrighta-ble, registered or unregistered or domestic or foreign, and whether or not relating to a published work, that Employee develops, makes, creates, conceives or reduces to practice during the Term, whether alone or in collaboration with others (collectively, “Invention Ideas”).

B.          Each of the items described in the immediately preceding paragraph shall constitute Invention Ideas even if they do not relate to the duties Employee performs for Bank or to Bank’s Proprietary Information (as defined below), and regardless of whether or not created while Employee is performing duties for Bank or acting on Bank’s behalf or while using Bank’s equipment, supplies, facilities or Proprietary Information.

C.          All right, title and interest in and to all Invention Ideas shall be Bank's sole and exclusive property, and Employee shall have no interest therein. To the extent permitted by law, all Invention Ideas shall be produced as works made for hire. Employee shall not assert any right, title or interest in or to any Inventions Ideas, and Employee shall not undertake any other act or omission that would reduce the value to Bank of any Invention Ideas.

D.          Employee shall assist Bank, to the extent necessary, in obtaining patent or copyright registration on all Invention Ideas, and shall execute and deliver all documents, instruments and agreements, including the formal execution of an assignment of copyright, and do all things necessary or proper (or otherwise reasonably required by Bank), to the extent lawfully permitted, in order to enable Bank to obtain and enforce full and exclusive title to all Invention Ideas and all rights granted or assigned pursuant to this Agreement.

E.          If any of the Invention Ideas or any part of the duties Employee performs for Bank is based on, incorporates or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating, technology or intellectual property rights owned or licensed by Employee and not assigned under this Agreement, Employee grants to Bank a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable right and license to exploit and exercise all such technology and intellectual property rights in support of Bank's exercise or exploitation of the Invention Ideas or exploitation of other work performed by Employee for Bank or any assigned rights (including any modifications, improvements and derivatives of any of them).

F.          Because of the difficulty of establishing when Employee first conceives of or develops intellectual property, proprietary rights or work product or whether such intellectual property, proprietary rights or work product results from access to Bank’s confidential and proprietary information or equipment, facilities or data, Employee agrees that any intellectual property, proprietary rights and work product shall be presumed to be an Invention Idea if it is conceived, developed, used, sold, exploited or reduced to practice by Employee or with the aid of Employee within one year after the termination of Employee’s employment with Bank. Employee can rebut that presumption if Employee proves that the intellectual property, proprietary rights and work product (i) was first conceived or developed after termination of Employee’s employment with and by Bank; (ii) was conceived or developed entirely on Employee's own time without using Bank's equipment, supplies, facilities or confidential and proprietary information; and (iii) did not result from any concepts or ideas developed or work performed by Employee for or on behalf of Bank or during the Term.
 
G.          Employee acknowledges that there is no intellectual property, proprietary right or work product that Employee desires not to be deemed Invention Ideas and thus to exclude from the above provisions of this Agreement. To the best of Employee’s knowledge, there is no existing contract in conflict with this Agreement or any other contract to assign ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents or copyrights that is now in existence between Employee and any other person or entity.

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H.          This section shall not operate to require Employee to assign to Bank any of Employee's rights to inventions, intellectual properties or work products that would not be assignable under the provisions of California Labor Code Section 2870, which provides that:

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Employee represents and warrants to Bank that this paragraph constitutes Bank's written notification to Employee of the provisions of Section 2870 of the California Labor Code, and that Employee has reviewed Section 2870 of the California Labor Code.

II.
UNFAIR COMPETITION; PROTECTION OF CONFIDENTIAL AND TRADE SECRET INFORMATION

A.          As used in this Agreement, “Bank’s Confidential Information” means all Invention Ideas, knowledge and information that is, or would logically be considered, confidential, secret or proprietary relating to the operations, business, finances, affairs or property of Bank or any of its subsidiaries, affiliates or divisions; knowledge, information and materials directly or indirectly useful in, or directly or indirectly relating to, Bank or any of its subsidiaries, affiliates or divisions or any aspect of their business; and any other confidential or secret aspect of the business of Bank or its subsidiaries, affiliates or divisions, in whatever form it exists, whether or not marked as confidential or proprietary. Without limiting the generality of the foregoing, Bank’s Confidential Information includes (a) all trade secrets (including “trade secrets” as that term is defined under state or federal law) of Bank; (b) proprietary rights, processes, and other intellectual property and intangible assets or property (whether or not copyrighted or copyrightable or patented or patentable), owned or licensed by Bank, or directly or indirectly useful in any aspect of the business or affairs of Bank; (c) the names, locations, practices and requirements of any of Bank’s customers, prospective customers, vendors, suppliers and personnel and any other persons having a business relationship with Bank; (d) confidential or secret development or research work of Bank, including information concerning any future or proposed services or products; (e) Bank’s accounting, billing, cost, revenue and other financial records, documents and information and the contents thereof; (f) Bank’s documents, contracts, agreements, corres-pondence and other similar business records; (g) confidential or secret designs, software code, know how, processes, formulae, plans and devices; and (h) Bank’s service mark applications, patents, patent applications and works of authorship.

B.          Employee also understands that Bank has received and in the future will receive from third parties their confidential and proprietary information subject to a duty on Bank's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees that all such information shall constitute “Bank's Confidential Information” for all purposes of this Agreement and shall be subject to all restrictions under this Agreement applicable to Bank's Confidential Information.

C.         Employee shall not at any time during the Term divulge, furnish or make accessible to anyone any of Bank’s Confidential Information, or use in any way any of Bank’s Confidential Information other than as reasonably required to perform Employee’s duties under this Agreement. Employee shall not undertake any other acts or omissions that would reduce the value to Bank of Bank’s Confidential Information. The restrictions on Employee’s use of Bank’s Confidential Information shall not apply to knowledge or information that Employee can prove is part of the public domain through no fault of Employee.

D.          Employee agrees that after the termination of Employee's employment with Bank Employee shall promptly discontinue any use of any of Bank’s Confidential Information and promptly return to Bank all tangible information, including documents, records, notebooks, computer tape or other stored information of any form or type (for example, without limitation, written information that has been converted to electronic format), and any copies thereof, that constitutes or relates to Bank’s Confidential Information.

E.          Employee agrees that Bank’s Confidential Information constitutes a unique and valuable asset of Bank that Bank acquired at great time and expense, and which is secret and proprietary and will only be available to or communicated to Employee in confidence in the course of Employee’s provision of services to Bank. Employee also agrees that any disclosure or other use of Bank’s Confidential Information other than for Bank's sole benefit would be wrongful, would constitute unfair competition and will cause irreparable and incalculable harm to Bank and to its subsidiaries, affiliates and divisions.

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F.          Employee agrees that Bank's clients, potential clients, service providers, employees, vendors, independent contractors and other related persons or entities (collectively, “Related Persons”) constitute a valuable asset of Bank. During the Term and at all times thereafter, Employee shall not, directly or indirectly, for Employee or on behalf of any other person or entity, use Bank’s Trade Secrets (as that term is defined in state and federal law) to (a) solicit any Related Persons for a competing business, (b) induce or attempt to induce any Related Persons to terminate employment or other relationship(s) with Bank, or (c) in any way disrupt or interfere, or attempt to disrupt or interfere, with Bank's employment or other relationship with any Related Persons. Employee agrees that any such activity or conduct by use of Bank’s Trade Secrets would be wrongful and would constitute unfair competition, and will cause irreparable and incalculable harm to Bank, and therefore agrees that such restrictions are fair and reasonable.

III.          NON-COMPETITION

A.         During the Term, neither Employee nor any person or entity acting with or on Employee’s behalf, shall directly or indirectly (whether for compensation or otherwise), in any capacity (whether individual or representative), seek to compete with Bank’s business within any location in which Bank at any time conducts or seeks to conduct business.

B.         Employee agrees that if during the Term Employee has any business to transact on Employee’s own account that is similar to the business entrusted to Employee by Bank, Employee shall first disclose such business to Bank and shall always give preference to Bank's business.

C.         After the Term, neither Employee nor any person or entity acting with or on Employee’s behalf, shall directly or indirectly (whether for compensation or otherwise), in any capacity (whether individual or representative), seek to compete with Bank’s business within any location in which Bank at any time conducts or seeks to conduct business by use of Bank’s trade secrets.  Nothing in this section shall prohibit Employee from competing with Bank’s business without using Bank’s trade secrets.

D.          For purposes of this Agreement, “Compete” means doing any of the following, whether directly or indirectly or individually or through or by assisting any other person or entity: (a) calling on, soliciting, taking away or accepting business, selling products or services to, or engaging in any business or activity with any Related Persons of Bank or prospective Related Persons of Bank; or (b) entering into, or any attempt or offer to enter into, any business, enterprise or activity that is in any way similar to or otherwise competitive with the business that the Bank conducted at any time during the Term.

E.          Notwithstanding anything else in this agreement to the contrary, Employee will not be liable for disclosing trade secrets in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or disclosing trade secrets in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

IV.
OTHER TERMS

A.          Employee acknowledges that Employee’s compliance with this agreement is necessary to protect the business and goodwill of the Bank and that the Bank will pursue legal action against Employee to remedy any damages caused by Employee’s breach of this Agreement.
 
B.          If any portion of this Agreement is held to be void or unenforceable, the remainder of the Agreement shall remain in effect. This Agreement shall apply to the Bank as well as to its successors, assigns, parent or subsidiary companies or other related persons. No alteration or modification to any of the provisions of this Agreement will be valid unless made in writing and signed by Employee and the Bank.

C.          This Agreement shall be subject to and governed by the laws of the State of California. Any claim, charge or action arising under this Agreement or between Employee and the Bank shall be brought in Los Angeles County, California. Subject to applicable law, in any legal action between Employee and the Bank to enforce any provision of this Agreement, the prevailing party shall recover its attorneys’ fees.

D.          This Agreement constitutes the complete understanding between Employee and the Bank regarding the matters addressed, and all prior representations or agreements regarding confidential information and unfair competition are superseded by this Agreement.

E.          Nothing in this agreement alters Employee’s at-will employment relationship with the Bank.
 
Date:
    
 
 
Richard Pimentel

8
Exhibit C
Arbitration Agreement

Although Community West Bank ("the Bank") hopes that employment disputes will not occur, the Bank believes that where such disputes do arise, it is in the mutual interest of everyone involved to handle them in binding arbitration, which generally resolves disputes quicker than court litigation and with a minimum of disturbance to all parties involved.
 
By entering into this Agreement, the Bank and the undersigned Employee are waiving the right to a jury trial for most employment‑related disputes. The Employee further understands that entering into this Arbitration Agreement does not alter the Employee's at‑will employment with the Bank.
 
The Bank and the undersigned Employee hereby agree that any dispute with any party (including the Bank, its affiliates, successors, and representatives) that may arise from Employee's employment with the Bank or the termination of Employee's employment with the Bank shall be resolved by mandatory, binding arbitration before a retired judge or other arbitrator selected by mutual agreement of the Bank and the Employee.
 
This Arbitration Agreement does not cover the following claims:
 

 •
Administrative claims properly presented to an administrative agency, such as the Equal Employment Opportunity Commission (EEOC) or federal Department of Labor (Wage and Hour Division), or any equivalent state administrative agency, except that if any such claim is dismissed from the administrative agency's jurisdiction, the parties must then submit to binding arbitration pursuant to this Agreement. The Employee may (but is not required to) choose arbitration to resolve the Employee’s dispute rather than pursuing a claim with an administrative agency.
 

 •
Workers’ Compensation benefits;
 

 •
Unemployment compensation benefits;
 

 •
Claims based on the National Labor Relations Act;
 

 •
Claims based upon any Bank employee benefit and/or welfare plan that contains an appeal procedure or other procedure for the resolution of disputes under the plan.
 

 •
Claims brought under the Private Attorneys General Act (“PAGA”) as set forth in California Labor Code sections 2698 et seq.
 
The arbitration requirement does apply to all statutory, contractual and/or common law claims arising from employment with the Bank including, but not limited to, the following:
 

 •
Any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable;
 

 •
Claims that could be asserted in court, including breach of any express or implied contract or covenant; tort claims; claims for retaliation, discrimination or harassment of any kind, including claims based on sex, pregnancy, race, national or ethnic origin, age, religion, creed, marital status, sexual orientation, mental or physical disability, medical condition or other characteristics protected by law. This includes claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the federal Fair Labor Standards Act, the California Fair Employment and Housing Act, the California Constitution, the California Labor Code, or any other federal or state statute on these subjects;
 

 •
Claims for violation of any statutory leave law, including the federal Family and Medical Leave Act (FMLA), the California Family Rights Act (CFRA), California Paid Leave or any related federal or state statute;
 

 •
Violations of confidentiality or breaches of trade secrets;
 

 •
Violation of any other federal, state, or other governmental law, regulation or ordinance, whether based on statute or common law;
 

 •
Claims made against the Bank or any of its subsidiary or affiliated entities, or its individual officers, directors or employees for any matters arising out of any of the above claims.
 
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Except as otherwise required by applicable law, the parties agree that all claims subject to binding arbitration under this Agreement, including as set forth more specifically above, shall be conducted on an individual basis, and not as a class action.
 
Binding arbitration under this Agreement shall be conducted in accordance with any applicable state statutes providing for arbitration procedures. Alternatively, if no such state statutes exist, then arbitration shall be conducted pursuant to the rules of the American Arbitration Association (“AAA”) for employment law disputes. A copy of these AAA rules can be found at www.adr.org under “Rules & Procedures”. The parties may mutually agree upon another arbitration procedure.
 
The arbitrator shall be a retired superior or appellate court judge or other professional arbitrator chosen by agreement of the parties or any local dispute resolution service administered by the Superior Court of the county in which the dispute arose. The arbitrator shall not have any authority to consolidate, combine or aggregate the claims of the undersigned employee with those of any other employee. The arbitrator shall have no authority to create an arbitration proceeding on a class basis, nor to award relief to a class of employees in one arbitration proceeding.
 
Any dispute with any party that arises from Employee's employment with the Bank or termination of employment with the Bank must be submitted to binding arbitration within the applicable statute of limitations prescribed by law. With the exception of a filing fee that shall not exceed the cost to file a comparable claim in state or federal court, the Bank shall pay the fees and costs of the Arbitrator, and each party shall pay for its own costs and attorneys' fees. However, the Arbitrator may award costs and/or attorneys' fees to the prevailing party to the extent permitted by law and shall follow any applicable statutory requirements regarding an award of attorneys’ fees and costs.
 
The parties will be permitted to conduct discovery as provided by the applicable state statute(s). In the absence of any such statute(s), the parties shall follow the discovery procedures set forth by the American Arbitration Association. Within 30 days of the conclusion of the arbitration, the Arbitrator shall issue a written opinion setting forth the factual and legal basis for his or her decision. The Arbitrator shall have the power and discretion to award to the prevailing party all damages provided under the applicable law.
 
If any provision of this Agreement is held to be unenforceable, it shall be stricken from the Agreement and the remainder of the Agreement shall be fully enforceable. If any provision of this Agreement is held to be in conflict with a mandatory provision of applicable law, the conflicting provision of this Agreement shall be modified automatically to comply with the applicable law until such time as the provision can be formally modified to comply with the law.
 
I acknowledge that I have carefully read this agreement, and that I understand and agree to its terms. I have entered into this agreement voluntarily and have not relied upon any promises or representations other than those contained herein. I understand that I am giving up my right to a court or jury trial by entering into this agreement. I understand that this arbitration agreement does not change my at‑will employment status with the Bank.
 

  
 Richard Pimentel
  
Date
  
       
 
Employee Signature
  
   
     
 
Martin Plourd, Chief Executive Officer
  


10
Exhibit 31.1

CERTIFICATION

I, Martin E. Plourd, President and Chief Executive Officer of Community West Bancshares, a California corporation, certify that:


 1.
I have reviewed this quarterly report on Form 10-Q of Community West Bancshares;


2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;


b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):


a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
/s/ Martin E. Plourd
 
Martin E. Plourd
 
President and Chief Executive Officer
 
Community West Bancshares
   
May 13, 2022
  


Exhibit 31.2

CERTIFICATION

I, Richard Pimentel, Executive Vice President and Chief Financial Officer of Community West Bancshares, a California corporation, certify that:


 1.
I have reviewed this quarterly report on Form 10-Q of Community West Bancshares;


2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;


b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):


a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
/s/ Richard Pimentel
 
Richard Pimentel
 
Executive Vice President and Chief Financial Officer
 
Community West Bancshares
   
May 13, 2022
  


Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350,
As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (“Report”) by Community West Bancshares (“Registrant”), each of the undersigned hereby certifies that:


 1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of and for the periods presented in the Report.

 
/s/Martin E. Plourd
 
Martin E. Plourd
 
President and Chief Executive Officer
   
 
/s/Richard Pimentel
 
Richard Pimentel
 
Executive Vice President and Chief Financial Officer
   
May 13, 2022
  

A signed original of this written statement required by Section 906 has been provided to Community West Bancshares and will be furnished to the Securities and Exchange Commission or its staff upon request.