Community West Bancshares 10-Q

ITEM 1: FINANCIAL STATEMENTS CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share amounts) March 31, 2022 December 31, 2021 ASSETS Cash and due from banks $ 32,263 $ 29,412 Interest-earning deposits in other banks 56,574 134,055 Total cash and cash equivalents 88,837 163,467 Available-for-sale debt securities 1,161,756 1,109,208 Equity securities 7,071 7,416 Loans, less allowance for credit losses of $9,864 at March 31, 2022 and $9,600 at December 31, 2021 1,002,178 1,029,511 Bank premises and equipment, net 8,178 8,380 Bank-owned life insurance 39,795 39,553 Federal Home Loan Bank stock 5,595 5,595 Goodwill 53,777 53,777 Core deposit intangibles 382 522 Accrued interest receivable and other assets 55,461 32,710 Total assets $ 2,423,030 $ 2,450,139 LIABILITIES AND SHAREHOLDERS’ EQUITY Deposits: Non-interest bearing $ 926,067 $ 963,584 Interest bearing 1,236,293 1,159,213 Total deposits 2,162,360 2,122,797 Subordinated debentures 39,490 39,454 Accrued interest payable and other liabilities 29,520 40,043 Total liabilities 2,231,370 2,202,294 Commitments and contingencies (Note 8) Shareholders’ equity: Preferred stock, no par value; 10,000,000 shares authorized, none issued and outstanding — — Common stock, no par value; 80,000,000 shares authorized; issued and outstanding: 11,752,623 at March 31, 2022 and 11,916,651 at December 31, 2021 62,893 66,820 Retained earnings 178,054 173,393 Accumulated other comprehensive (loss) income, net of tax ( 49,287 ) 7,632 Total shareholders’ equity 191,660 247,845 Total liabilities and shareholders’ equity $ 2,423,030 $ 2,450,139 See notes to unaudited consolidated financial statements. 3 CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) For the Three Months Ended March 31, (In thousands, except share and per-share amounts) 2022 2021 INTEREST INCOME: Interest and fees on loans $ 12,161 $ 13,765 Interest on deposits in other banks 57 32 Interest and dividends on investment securities: Taxable 4,524 2,733 Exempt from Federal income taxes 1,440 1,317 Total interest income 18,182 17,847 INTEREST EXPENSE: Interest on deposits 252 268 Interest on junior subordinated deferrable interest debentures 333 24 Total interest expense 585 292 Net interest income before provision for credit losses 17,597 17,555 (REVERSAL OF) PROVISION FOR CREDIT LOSSES — ( 1,800 ) Net interest income after provision for credit losses 17,597 19,355 NON-INTEREST INCOME: Service charges 539 432 Appreciation in cash surrender value of bank-owned life insurance 242 173 Interchange fees 442 370 Net realized gains on sales and calls of investment securities 206 — Federal Home Loan Bank dividends 85 70 Loan placement fees 299 657 Other income 21 297 Total non-interest income 1,834 1,999 NON-INTEREST EXPENSES: Salaries and employee benefits 6,944 6,938 Occupancy and equipment 1,162 1,113 Professional services 374 356 Data processing 541 617 Regulatory assessments 222 161 ATM/Debit card expenses 195 225 Information technology 758 559 Directors’ expenses 45 41 Advertising 140 129 Internet banking expense 21 124 Amortization of core deposit intangibles 140 174 Other 903 951 Total non-interest expenses 11,445 11,388 Income before provision for income taxes 7,986 9,966 Provision for income taxes 1,900 2,487 Net income $ 6,086 $ 7,479 Earnings per common share: Basic earnings per share $ 0.51 $ 0.60 Weighted average common shares used in basic computation 11,829,245 12,495,606 Diluted earnings per share $ 0.51 $ 0.60 Weighted average common shares used in diluted computation 11,872,025 12,547,137 Cash dividend per common share $ 0.12 $ 0.11 See notes to unaudited consolidated financial statements. 4 CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) For the Three Months Ended March 31, (In thousands) 2022 2021 Net income $ 6,086 7,479 Other Comprehensive Loss: Unrealized losses on securities: Unrealized holding losses arising during the period ( 80,603 ) ( 13,621 ) Reclassification of net gains included in net income ( 206 ) — Other comprehensive loss, before tax ( 80,809 ) ( 13,621 ) Tax effect 23,890 4,027 Total other comprehensive loss ( 56,919 ) ( 9,594 ) Comprehensive loss $ ( 50,833 ) $ ( 2,115 ) See notes to unaudited consolidated financial statements. 5 CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY THREE MONTHS ENDED MARCH 31, 2022 AND 2021 Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) (Net of Taxes) Total Shareholders’ Equity (In thousands, except share amounts) Shares Amount Balance, January 1, 2021 12,509,848 $ 79,416 $ 150,749 $ 14,856 245,021 Net income — — 7,479 — 7,479 Other comprehensive loss — — — ( 9,594 ) ( 9,594 ) Stock issued under employee stock purchase plan 4,379 56 — — 56 Stock awarded to employees 10,529 158 — — 158 Restricted stock granted net of forfeitures ( 247 ) — — — — Stock-based compensation expense — 101 — — 101 Cash dividend — — ( 1,377 ) — ( 1,377 ) Stock options exercised 100 1 — — 1 Balance, March 31, 2021 12,524,609 $ 79,732 $ 156,851 $ 5,262 $ 241,845 Balance, January 1, 2022 11,916,651 $ 66,820 $ 173,393 $ 7,632 $ 247,845 Net income — — 6,086 — 6,086 Other comprehensive loss — — — ( 56,919 ) ( 56,919 ) Restricted stock granted net of forfeitures 4,618 — — — — Stock issued under employee stock purchase plan 3,006 57 — — 57 Stock awarded to employees 13,146 273 — — 273 Stock-based compensation expense — 97 — — 97 Cash dividend — — ( 1,425 ) — ( 1,425 ) Stock options exercised 11,075 132 — — 132 Repurchase and retirement of common stock ( 195,873 ) ( 4,486 ) — — ( 4,486 ) Balance, March 31, 2022 11,752,623 $ 62,893 $ 178,054 $ ( 49,287 ) $ 191,660 See notes to unaudited consolidated financial statements. 6 CENTRAL VALLEY COMMUNITY BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, (In thousands) 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 6,086 $ 7,479 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Net decrease (increase) in deferred loan fees 208 ( 559 ) Depreciation 204 223 Accretion ( 336 ) ( 327 ) Amortization 2,319 1,633 Stock-based compensation 97 101 (Reversal of) provision for credit losses — ( 1,800 ) Net realized gains on sales and calls of available-for-sale investment securities ( 206 ) — Net gain on disposal of premises and equipment — ( 2 ) Net change in equity securities 345 134 Increase in bank-owned life insurance, net of expenses ( 242 ) ( 173 ) Net decrease (increase) in accrued interest receivable and other assets 1,574 ( 504 ) Net (decrease) increase in accrued interest payable and other liabilities ( 10,249 ) 69 (Provision) benefit for deferred income taxes ( 435 ) 105 Net cash (used in) provided by operating activities ( 635 ) 6,379 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of available-for-sale investment securities ( 286,385 ) ( 84,685 ) Proceeds from sales or calls of available-for-sale investment securities 132,991 — Proceeds from maturity and principal repayments of available-for-sale investment securities 18,435 11,331 Net decrease in loans 27,125 13,507 Purchases of premises and equipment ( 2 ) ( 344 ) Proceeds from sale of premises and equipment — 2 Net cash used in investing activities ( 107,836 ) ( 60,189 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in demand, interest bearing and savings deposits 44,891 200,112 Net decrease in time deposits ( 5,328 ) ( 419 ) Purchase and retirement of common stock ( 4,486 ) — Proceeds from stock issued under employee stock purchase plan 57 56 Proceeds from exercise of stock options 132 1 Cash dividend payments on common stock ( 1,425 ) ( 1,377 ) Net cash provided by financing activities 33,841 198,373 (Decrease) increase in cash and cash equivalents ( 74,630 ) 144,563 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 163,467 70,278 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 88,837 $ 214,841 For the Three Months Ended March 31, (In thousands) 2022 2021 SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash paid during the period for : Interest $ 172 $ 298 Operating cash flows from operating leases $ 575 $ 562 See notes to unaudited consolidated financial statements. 7 Note 1. Basis of Presentation The interim unaudited condensed consolidated financial statements of Central Valley Community Bancorp and subsidiary have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). These interim condensed consolidated financial statements include the accounts of Central Valley Community Bancorp and its wholly owned subsidiary Central Valley Community Bank (the Bank) (collectively, the Company). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been omitted. The Company believes that the disclosures are adequate to make the information presented not misleading. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s 2021 Annual Report to Shareholders on Form 10-K. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position at March 31, 2022, and the results of its operations and its cash flows for the three-month interim periods ended March 31, 2022 and 2021 have been included. The results of operations for interim periods are not necessarily indicative of results for the full year. The preparation of these interim unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Management has determined that since all of the banking products and services offered by the Company are available in each branch of the Bank, all branches are located within the same economic environment, and management does not allocate resources based on the performance of different lending or transaction activities, it is appropriate to aggregate the Bank branches and report them as a single operating segment. No customer accounts for more than 10 percent of revenues for the Company or the Bank. Impact of New Financial Accounting Standards: FASB Accounting Standards Update (ASU) 2016-13 - Measurement of Credit Losses on Financial Instruments (Subtopic 326) : Financial Instruments - Credit Losses, commonly referred to as “CECL,” was issued June 2016. The provisions of the update eliminate the probable initial recognition threshold under current GAAP which requires reserves to be based on an incurred loss methodology. Under CECL, reserves required for financial assets measured at amortized cost will reflect an organization’s estimate of all expected credit losses over the contractual term of the financial asset and thereby require the use of reasonable and supportable forecasts to estimate future credit losses. Because CECL encompasses all financial assets carried at amortized cost, the requirement that reserves be established based on an organization’s reasonable and supportable estimate of expected credit losses extends to held to maturity (“HTM”) debt securities. Under the provisions of the update, credit losses recognized on available for sale (“AFS”) debt securities will be presented as an allowance as opposed to a write-down. In addition, CECL will modify the accounting for purchased loans, with credit deterioration since origination, so that reserves are established at the date of acquisition for purchased loans. Under current GAAP a purchased loan’s contractual balance is adjusted to fair value through a credit discount and no reserve is recorded on the purchased loan upon acquisition. Since under CECL, reserves will be established for purchased loans at the time of acquisition, the accounting for purchased loans is made more comparable to the accounting for originated loans. Finally, increased disclosure requirements under CECL require organizations to present the currently required credit quality disclosures disaggregated by the year of origination or vintage. The FASB expects that the evaluation of underwriting standards and credit quality trends by financial statement users will be enhanced with the additional vintage disclosures. On August 15, 2019, the FASB issued a proposed Accounting Standards Update (ASU), “Financial Instruments -Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” that would provide private entities and certain small public companies additional time to implement the standards on CECL, leases, and hedging. The final ASU extends the effective date for SEC filers, such as the Company, that are classified as smaller reporting companies to January 1, 2023. The Company has formed an internal task force that is responsible for oversight of the Company’s implementation strategy for compliance with provisions of the new standard. The Company has also established a project management governance process to manage the implementation across affected disciplines. An external provider specializing in community bank loss driver and CECL reserving model design as well as other related consulting services has been retained, and we have begun to evaluate potential CECL modeling alternatives. As part of this process, the Company has determined potential loan pool segmentation and sub-segmentation under CECL, as well as begun to evaluate the key economic loss drivers for each segment. Further, the Company has begun developing internal controls around the CECL process, data, calculations and implementation. The Company presently plans to generate and evaluate model scenarios under CECL in tandem with its current reserving processes for interim and annual reporting periods during third quarter of 2022 due to the fact the Company 8 elected to delay implementation of the CECL process as allowed by FASB. While the Company is currently unable to reasonably estimate the impact of adopting this new guidance, management expects the impact of adoption will be significantly influenced by the composition and quality of the Company’s loans as well as the economic conditions as of the date of adoption. The Company also anticipates changes to the processes and procedures for calculating the reserve for credit losses and continues to evaluate the potential impact on our consolidated financial statements. FASB Accounting Standards Update (ASU) 2020-04 - Reference Rate Reform (Subtopic 848) : Facilitation of the Effects of Reference Rate Reform on Financial Reporting, was issued March 2020. This ASU provides optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. The ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is in the process of evaluating the provisions of this ASU and its effects on our consolidated financial statements. The Company believes the adoption of this guidance on activities subsequent to March 31, 2022 through December 31, 2022 will not have a material impact on the consolidated financial statements. In April 2020, various regulatory agencies, including the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation, (“the agencies”) issued a revised interagency statement encouraging financial institutions to work with customers affected by the COVID-19 pandemic and providing additional information regarding loan modifications. The revised interagency statement clarifies the interaction between the interagency statement issued on March 22, 2020 and the temporary relief provided by Section 4013 of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. Section 4013 allows financial institutions to suspend the requirements to classify certain loan modifications troubled debt restructurings (“TDRs”). The revised statement also provides supervisory interpretations on past due and nonaccrual regulatory reporting of loan modification programs and regulatory capital. Section 4013 and the interagency guidance were applied by the Company to loan modifications made related to the COVID-19 pandemic as eligible and appropriate. The application of the guidance reduced the number of TDRs that were reported. In December 2020, the Consolidated Appropriations Act, 2021 was signed into law. Section 541 of this legislation, “Extension of Temporary Relief From Troubled Debt Restructurings and Insurer Clarification,” extended Section 4013 of the CARES Act to the earlier of January 1, 2022 or 60 days after the termination of the national emergency declared relating to COVID-19. This relief ended on January 1, 2022. Future TDRs are indeterminable and will depend on future developments, which are highly uncertain and cannot be predicted, including the economic recovery, market volatility and other actions taken by governmental authorities and other third parties as a result of the pandemic. Note 2. Fair Value Measurements Fair Value Hierarchy Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values: Level 1 — Quoted market prices (unadjusted) for identical instruments traded in active markets that the entity has the ability to access as of the measurement date. Level 2 —Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 — Significant unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Management monitors the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, we report the transfer at the beginning of the reporting period. 9 The estimated carrying and fair values of the Company’s financial instruments are as follows (in thousands): March 31, 2022 Carrying Amount Fair Value (In thousands) Level 1 Level 2 Level 3 Total Financial assets: Cash and due from banks $ 32,263 $ 32,263 $ — $ — $ 32,263 Interest-earning deposits in other banks 56,574 56,574 — — 56,574 Available-for-sale debt securities 1,161,756 — 1,161,756 — 1,161,756 Equity securities 7,071 7,071 — — 7,071 Loans, net 1,002,178 — — 965,154 965,154 Federal Home Loan Bank stock 5,595 N/A N/A N/A N/A Accrued interest receivable 8,232 12 5,422 2,798 8,232 Financial liabilities: Deposits 2,162,360 1,888,591 84,045 — 1,972,636 Subordinated debentures 39,490 — — 36,844 36,844 Accrued interest payable 478 — 32 446 478 December 31, 2021 Carrying Amount Fair Value (In thousands) Level 1 Level 2 Level 3 Total Financial assets: Cash and due from banks $ 29,412 $ 29,412 $ — $ — $ 29,412 Interest-earning deposits in other banks 134,055 134,055 — — 134,055 Available-for-sale debt securities 1,109,208 — 1,109,208 — 1,109,208 Equity securities 7,416 7,416 — — 7,416 Loans, net 1,029,511 — — 1,015,052 1,015,052 Federal Home Loan Bank stock 5,595 N/A N/A N/A N/A Accrued interest receivable 9,395 7 6,076 3,312 9,395 Financial liabilities: Deposits 2,122,797 2,010,407 89,923 — 2,100,330 Subordinated debentures 39,454 — — 39,463 39,463 Accrued interest payable 202 — 30 172 202 These estimates do not reflect any premium or discount that could result from offering the Company’s entire holdings of a particular financial instrument for sale at one time, nor do they attempt to estimate the value of anticipated future business related to the instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of these estimates. These estimates are made at a specific point in time based on relevant market data and information about the financial instruments. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the fair values presented. The methods and assumptions used to estimate fair values are described as follows: (a) Cash and Cash Equivalents — The carrying amounts of cash and due from banks, interest-earning deposits in other banks, and Federal funds sold approximate fair values and are classified as Level 1. (b) Investment Securities — Investment securities in Level 1 are mutual funds and fair values are based on quoted market prices for identical instruments traded in active markets. Fair values for investment securities classified in Level 2 are based on quoted market prices for similar securities in active markets. For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators. 10 (c) Loans — Fair values of loans are estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Purchased credit impaired (PCI) loans are measured at estimated fair value on the date of acquisition. Carrying value is calculated as the present value of expected cash flows and approximates fair value and included in Level 3. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are initially valued at the lower of cost or fair value. Impaired loans carried at fair value generally receive specific allocations of the allowance for credit losses. For collateral dependent real estate loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly. The estimated fair values of financial instruments disclosed above follow the guidance in ASU 2016-01 which prescribes an “exit price” approach in estimating and disclosing fair value of financial instruments incorporating discounts for credit, liquidity, and marketability factors. (d) FHLB Stock — It is not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability. (e) Deposits — Fair value of demand deposit, savings, and money market accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) resulting in a Level 1 classification. Fair value for fixed and variable rate certificates of deposit are estimated using discounted cash flow analyses using interest rates offered at each reporting date by the Company for certificates with similar remaining maturities resulting in a Level 2 classification. (f) Subordinated Debentures — The fair values of the Company’s Subordinated Debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 3 classification. (g) Accrued Interest Receivable/Payable — The fair value of accrued interest receivable and payable is based on the fair value hierarchy of the related asset or liability. (h) Off-Balance Sheet Instruments — Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not considered significant for financial reporting purposes. Assets Recorded at Fair Value The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring and non-recurring basis as of March 31, 2022 and December 31, 2021: 11 Recurring Basis The Company is required or permitted to record the following assets at fair value on a recurring basis under other accounting pronouncements (in thousands): Fair Value Measurements Using March 31, 2022 Fair Value Level 1 Level 2 Level 3 Available-for-sale debt securities: U.S. Treasury securities $ 9,258 $ — $ 9,258 $ — U.S. Government agencies 344 — 344 — Obligations of states and political subdivisions 409,129 — 409,129 — U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations 221,304 — 221,304 — Private label mortgage and asset backed securities 475,813 — 475,813 — Corporate debt securities 45,908 — 45,908 — Equity securities 7,071 7,071 — — Total assets measured at fair value on a recurring basis $ 1,168,827 $ 7,071 $ 1,161,756 $ — Fair Value Measurements Using December 31, 2021 Fair Value Level 1 Level 2 Level 3 Available-for-sale debt securities: U.S. Treasury securities $ 9,925 $ — $ 9,925 $ — U.S. Government agencies 379 — 379 — Obligations of states and political subdivisions 526,467 — 526,467 — U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations 214,439 — 214,439 — Private label mortgage and asset backed securities 313,220 — 313,220 — Corporate debt securities 44,778 — 44,778 — Equity securities 7,416 7,416 — — Total assets measured at fair value on a recurring basis $ 1,116,624 $ 7,416 $ 1,109,208 $ — Securities in Level 1 are mutual funds and fair values are based on quoted market prices for identical instruments traded in active markets. Fair values for available-for-sale debt securities in Level 2 are based on quoted market prices for similar securities in active markets. For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators. Management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total assets, total liabilities or total earnings. During the periods ended March 31, 2022 and December 31, 2021, no transfers between levels occurred. There were no Level 3 assets measured at fair value on a recurring basis at or during the periods ended March 31, 2022 and December 31, 2021. Also there were no liabilities measured at fair value on a recurring basis at March 31, 2022 or December 31, 2021. Non-recurring Basis The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a non-recurring basis. These include assets and liabilities that are measured at the lower of cost or fair value that were recognized at fair value which was below cost at March 31, 2022 and December 31, 2021 (in thousands): 12 March 31, 2022 Fair Value Level 1 Level 2 Level 3 Impaired loans: Real estate: Real estate-construction and other land loans $ 262 $ — $ — $ 262 Total assets measured at fair value on a non-recurring basis $ 262 $ — $ — $ 262 December 31, 2021 Fair Value Level 1 Level 2 Level 3 Impaired loans: Real estate-construction and other land loans 262 — — 262 Total assets measured at fair value on a non-recurring basis $ 262 $ — $ — $ 262 At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value generally receive specific allocations of the allowance for credit losses. For collateral dependent real estate loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. The fair value of impaired loans is based on the fair value of the collateral. Impaired loans were determined to be collateral dependent and categorized as Level 3 due to ongoing real estate market conditions resulting in inactive market data, which in turn required the use of unobservable inputs and assumptions in fair value measurements. Impaired loans evaluated under the discounted cash flow method are excluded from the table above. The discounted cash flow methods as prescribed by ASC Topic 310 is not a fair value measurement since the discount rate utilized is the loan’s effective interest rate which is not necessarily a market rate. There were no changes in valuation techniques used during the three months ended March 31, 2022 or the year ended December 31, 2021. Appraisals for collateral-dependent impaired loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, the assumptions and approaches utilized in the appraisal as well as the overall resultin g fair value is compared with independent data sources such as recent market data or industry-wide statistics. Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans had a principal balance of $ 280,000 with a valuation allowance of $ 18,000 at March 31, 2022, and a resulting fair value of $ 262,000 . The valuation allowance represent specific allocations for the allowance for credit losses for impaired loans. Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans had a principal balance of $ 292,000 with a valuation allowance of $ 30,000 at December 31, 2021, and a resulting fair value of $262,000. The valuation allowance represents specific allocations for the allowance for credit losses for impaired loans. There were no charge-offs related to loans carried at fair value during the three months ended March 31, 2022 and 2021. Activity related to changes in the allowance for loan losses related to impaired loans for the three months ended March 31, 2022 and 2021 was not considered significant for disclosure purposes. There were no liabilities measured at fair value on a non-recurring basis at March 31, 2022 or December 31, 2021. Note 3. Investments The investm ent portfolio consists primarily of U.S. Government sponsored entity and agency securities collateralized by residential mortgage obligations, private label mortgage and asset backed securities (PLMABS), corporate debt securities, and obligations of states and political subdivisions securities. As of March 31, 2022, $ 223,954,000 of these securities were held as collateral for borrowing arrangements, pub lic funds, and for other purposes. The fair value of the available-for-sale investment portfolio reflected a net unrealized loss of $( 69,974,000 ) at March 31, 2022 compared to an unrealized gain of $ 10,835,000 at December 31, 2021. The unrealized (loss)/gain recorded is net of $( 20,687,000 ) and $ 3,203,000 in tax (benefits) liabilities as accumulated other comprehensive income (loss) within shareholders’ equity at March 31, 2022 and December 31, 2021, respectively. 13 The following table sets forth the carrying values and estimated fair values of our investment securities portfolio at the dates indicated (in thousands): March 31, 2022 Available-for-Sale Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Debt securities: U.S. Treasury securities $ 9,988 $ — $ ( 730 ) $ 9,258 U.S. Government agencies 356 — ( 12 ) 344 Obligations of states and political subdivisions 438,990 1,543 ( 31,404 ) 409,129 U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations 226,466 329 ( 5,491 ) 221,304 Private label mortgage and asset backed securities 508,430 308 ( 32,925 ) 475,813 Corporate debt securities 47,500 205 ( 1,797 ) 45,908 Total available-for-sale $ 1,231,730 $ 2,385 $ ( 72,359 ) $ 1,161,756 December 31, 2021 Available-for-Sale Securities Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Debt securities: U.S. Treasury securities $ 9,988 $ — $ ( 63 ) $ 9,925 U.S. Government agencies 373 6 — 379 Obligations of states and political subdivisions 512,952 16,703 ( 3,188 ) 526,467 U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations 213,471 2,245 ( 1,277 ) 214,439 Private label mortgage and asset backed securities 317,089 824 ( 4,693 ) 313,220 Corporate debt securities 44,500 595 ( 317 ) 44,778 Total available-for-sale $ 1,098,373 $ 20,373 $ ( 9,538 ) $ 1,109,208 Proceeds and gross realized gains (losses) from the sales or calls of investment securities for the periods ended March 31, 2022 and 2021 are shown below (in thousands): For the Three Months Ended March 31, Available-for-Sale Securities 2022 2021 Proceeds from sales or calls $ 132,991 $ — Gross realized gains from sales or calls 206 — Gross realized losses from sales or calls — — As market interest rates or risks associated with a security’s issuer continue to change and impact the actual or perceived values of investment securities, the Company may determine that selling these securities and using proceeds to purchase securities that fit with the Company’s current risk profile is appropriate and beneficial to the Company. The provision for income taxes includes $ 61,000 income tax impact from the reclassification of unrealized net gains on securities to realized net gains on securities for the three months ended March 31, 2022. 14 Investment securities, aggregated by investment category, with unrealized losses as of the dates indicated are summarized and classified according to the duration of the loss period as follows (in thousands): March 31, 2022 Less than 12 Months 12 Months or More Total Fair Unrealized Fair Unrealized Fair Unrealized Available-for-Sale Securities Value Losses Value Losses Value Losses Debt securities: U.S. Treasury securities $ 9,258 $ ( 730 ) $ — $ — $ 9,258 $ ( 730 ) U.S. Government agencies 343 ( 12 ) — — 343 $ ( 12 ) Obligations of states and political subdivisions 366,394 ( 27,627 ) 19,762 ( 3,777 ) 386,156 ( 31,404 ) U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations 119,477 ( 3,945 ) 45,880 ( 1,546 ) 165,357 ( 5,491 ) Private label mortgage and asset backed securities 394,277 ( 28,751 ) 49,371 ( 4,174 ) 443,648 ( 32,925 ) Corporate debt securities 36,703 ( 1,797 ) — — 36,703 ( 1,797 ) Total available-for-sale $ 926,452 $ ( 62,862 ) $ 115,013 $ ( 9,497 ) $ 1,041,465 $ ( 72,359 ) December 31, 2021 Less than 12 Months 12 Months or More Total Fair Unrealized Fair Unrealized Fair Unrealized Available-for-Sale Securities Value Losses Value Losses Value Losses Debt securities: U.S. treasury securities $ 9,925 $ (63) $ — $ — $ 9,925 $ (63) Obligations of states and political subdivisions $ 143,336 $ ( 2,896 ) $ 6,336 $ ( 292 ) $ 149,672 $ ( 3,188 ) U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations 91,385 ( 905 ) 40,365 ( 372 ) 131,750 ( 1,277 ) Private label mortgage and asset backed securities 230,987 ( 3,661 ) 28,908 ( 1,032 ) 259,895 ( 4,693 ) Corporate debt securities 21,183 ( 317 ) — — 21,183 ( 317 ) Total available-for-sale $ 496,816 $ ( 7,842 ) $ 75,609 $ ( 1,696 ) $ 572,425 $ ( 9,538 ) The Company periodically evaluates each investment security for other-than-temporary impairment, relying primarily on industry analyst reports, observation of market conditions, and interest rate fluctuations. The portion of the impairment that is attributable to a shortage in the present value of expected future cash flows relative to the amortized cost should be recorded as a current period charge to earnings. The discount rate in this analysis is the original yield expected at time of purchase. As of March 31, 2022, the Company performed an analysis of the investment portfolio to determine whether any of the investments held in the portfolio had an other-than-temporary impairment (OTTI). The Company evaluated all individual available-for-sale investment securities with an unrealized loss at March 31, 2022 and identified those that had an unrealized loss for at least a consecutive 12 month period, which had an unrealized loss at March 31, 2022 greater than 10 % of the recorded book value on that date, or which had an unrealized loss of more than $ 75,000 . The Company also analyzed any securities that may have been downgraded by credit rating agencies. For those investment securities that met the evaluation criteria, management obtained and reviewed the most recently published national credit ratings for those investment securities. There were no OTTI losses recorded during the three months ended March 31, 2022. U.S. Treasury Securities At March 31, 2022, the Company held one U.S. Treasury security which was in a loss position for less than 12 months. 15 U.S. Government Agencies At March 31, 2022, the Company held one U.S. Government agency security which was in a loss position for less than 12 months. Obligations of States and Political Subdivisions At March 31, 2022, the Company held 114 obligations of states and political subdivision securities of which 83 were in a loss position for less than 12 months and four have been in a loss position for more than 12 months. The unrealized losses on the Company’s investments in obligations of states and political subdivision securities were caused by interest rate changes. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell, and it is more likely than not that it will not be required to sell those investments until a recovery of fair value, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2022. U.S. Government Sponsored Entities and Agencies Collateralized by Residential Mortgage Obligations At March 31, 2022, the Company held 108 U.S. Government sponsored entity and agency securities collateralized by residential mortgage obligations of which 33 were in a loss position for less than 12 months and ten have been in a loss position for more than 12 months. The unrealized losses on the Company’s investments in U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations were caused by interest rate changes. The contractual cash flows of those investments are guaranteed or supported by an agency or sponsored entity of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company has the ability to hold and does not intend to sell, and it is more likely than not that it will not be required to sell those investments until a recovery of fair value, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2022. Private Label Mortgage and Asset Backed Securities At March 31, 2022, the Company had a total of 100 Private Label Mortgage and Asset Backed Securities (PLMABS). 73 of the PLMABS securities were in a loss position for less than 12 months and 13 have been in loss for more than 12 months at March 31, 2022. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company has the ability and intent to hold, and it is more likely than not that it will not be required to sell, those investments until a recovery of fair value, which may be the maturity date, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2022. The Company continues to monitor these securities for indications that declines in value, if any, may be other-than-temporary. Corporate Debt Securities At March 31, 2022, the Company held 13 corporate debt securities of which 11 were in a loss position for less than 12 months. The unrealized loss on the Company’s investments in corporate debt security was caused by interest rate changes. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell, and it is more likely than not that it will not be required to sell those investments until a recovery of fair value, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2022. 16 The amortized cost and estimated fair value of available-for-sale investment securities at March 31, 2022 by contractual maturity is shown below (in thousands). Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties. March 31, 2022 Available-for-Sale Securities Amortized Cost Estimated Fair Value Within one year $ — $ — After one year through five years 3,727 3,877 After five years through ten years 98,715 92,825 After ten years 346,536 321,685 448,978 418,387 Investment securities not due at a single maturity date: U.S. Government agencies 356 344 U.S. Government sponsored entities and agencies collateralized by residential mortgage obligations 226,466 221,304 Private label mortgage and asset backed securities 508,430 475,813 Corporate debt securities 47,500 45,908 Total available-for-sale $ 1,231,730 $ 1,161,756 Note 4. Loans and Allowance for Credit Losses Outstanding loans are summarized as follows: Loan Type (Dollars in thousands) March 31, 2022 % of Total Loans December 31, 2021 % of Total Loans Commercial: Commercial and industrial $ 116,927 11.6 % $ 136,847 13.2 % Agricultural production 32,045 3.2 % 40,860 3.9 % Total commercial 148,972 14.8 % 177,707 17.1 % Real estate: Owner occupied 204,272 20.2 % 212,234 20.4 % Real estate construction and other land loans 73,358 7.2 % 61,586 5.9 % Commercial real estate 375,017 37.2 % 369,529 35.6 % Agricultural real estate 94,462 9.3 % 98,481 9.5 % Other real estate 25,351 2.5 % 26,084 2.5 % Total real estate 772,460 76.4 % 767,914 73.9 % Consumer: Equity loans and lines of credit 54,706 5.4 % 55,620 5.4 % Consumer and installment 34,825 3.4 % 36,999 3.6 % Total consumer 89,531 8.8 % 92,619 9.0 % Net deferred origination fees 1,079 871 Total gross loans 1,012,042 100.0 % 1,039,111 100.0 % Allowance for credit losses ( 9,864 ) ( 9,600 ) Total loans $ 1,002,178 $ 1,029,511 At March 31, 2022 and December 31, 2021, loans originated under Small Business Administration (SBA) programs totaling $ 20,625,000 and $ 23,024,000 , respectively, were included in the real estate and commercial categories, of which, $ 15,922,000 or 77 % and $ 17,720,000 or 77 %, respectively, are secured by government guarantees. In addition, the Company participated in the SBA Paycheck Protection Program (PPP) to help provide loans to our business customers to provide them with additional working capital. At March 31, 2022, 23 PPP loans totaling $ 3,554,000 were outstanding and included in the commercial and industrial line item above. At December 31, 2021, 70 PPP loans totaling $ 18,553,000 were outstanding and included in the commercial and industrial line item above. 17 Allowance for Credit Losses The allowance for credit losses (the “Allowance”) is a valuation allowance for probable incurred credit losses in the Company’s loan portfolio. The Allowance is established through a provision for credit losses which is charged to expense. Additions to the Allowance are expected to maintain the adequacy of the total Allowance after credit losses and loan growth. Credit exposures determined to be uncollectible are charged against the Allowance. Cash received on previously charged-off credits is recorded as a recovery to the Allowance. The overall Allowance consists of two primary components, specific reserves related to impaired loans and general reserves for probable incurred losses related to loans that are not impaired. For all portfolio segments, the determination of the general reserve for loans that are not impaired is based on estimates made by management, including but not limited to, consideration of historical losses by portfolio segment (and in certain cases peer data) over the most recent 53 quarters, and qualitative factors including economic trends in the Company’s service areas, industry experience and trends, geographic concentrations, estimated collateral values, the Company’s underwriting policies, the character of the loan portfolio, and probable losses inherent in the portfolio taken as a whole. The following table shows the summary of activities for the Allowance as of and for the three months ended March 31, 2022 and 2021 by portfolio segment (in thousands): Commercial Real Estate Consumer Unallocated Total Allowance for credit losses: Beginning balance, January 01, 2022 $ 2,011 $ 6,741 $ 568 $ 280 $ 9,600 (Reversal) provision charged to operations ( 356 ) 307 31 18 — Charge-offs ( 18 ) — ( 83 ) — ( 101 ) Recoveries 356 — 9 — 365 Ending balance, March 31, 2022 $ 1,993 $ 7,048 $ 525 $ 298 $ 9,864 Allowance for credit losses: Beginning balance, January 1, 2021 $ 2,019 $ 9,174 $ 1,091 $ 631 $ 12,915 Reversal charged to operations ( 132 ) ( 1,141 ) ( 229 ) ( 298 ) ( 1,800 ) Charge-offs ( 31 ) — ( 26 ) — ( 57 ) Recoveries 627 319 52 — 998 Ending balance, March 31, 2021 $ 2,483 $ 8,352 $ 888 $ 333 $ 12,056 The following is a summary of the Allowance by impairment methodology and portfolio segment as of March 31, 2022 and December 31, 2021 (in thousands): Commercial Real Estate Consumer Unallocated Total Allowance for credit losses: Ending balance, March 31, 2022 $ 1,993 $ 7,048 $ 525 $ 298 $ 9,864 Ending balance: individually evaluated for impairment $ 556 $ 25 $ 2 $ — $ 583 Ending balance: collectively evaluated for impairment $ 1,437 $ 7,023 $ 523 $ 298 $ 9,281 Ending balance, December 31, 2021 $ 2,011 $ 6,741 $ 568 $ 280 $ 9,600 Ending balance: individually evaluated for impairment $ 607 $ 38 $ 4 $ — $ 649 Ending balance: collectively evaluated for impairment $ 1,404 $ 6,703 $ 564 $ 280 $ 8,951 18 The following table shows the ending balances of loans as of March 31, 2022 and December 31, 2021 by portfolio segment and by impairment methodology (in thousands): Commercial Real Estate Consumer Total Loans: Ending balance, March 31, 2022 $ 148,972 $ 772,460 $ 89,531 $ 1,010,963 Ending balance: individually evaluated for impairment $ 2,281 $ 435 $ 1,043 $ 3,759 Ending balance: collectively evaluated for impairment $ 146,691 $ 772,025 $ 88,488 $ 1,007,204 Loans: Ending balance, December 31, 2021 $ 177,707 $ 767,914 $ 92,619 $ 1,038,240 Ending balance: individually evaluated for impairment $ 7,086 $ 450 $ 1,050 $ 8,586 Ending balance: collectively evaluated for impairment $ 170,621 $ 767,464 $ 91,569 $ 1,029,654 The following table shows the loan portfolio by class allocated by management’s internal risk ratings at March 31, 2022 (in thousands): Pass Special Mention Sub-Standard Doubtful Total Commercial: Commercial and industrial $ 110,393 $ 3,992 $ 2,542 $ — $ 116,927 Agricultural production 27,132 2,829 2,084 — 32,045 Real Estate: Owner occupied 197,143 3,575 3,554 — 204,272 Real estate construction and other land loans 63,724 9,634 — — 73,358 Commercial real estate 358,421 14,119 2,477 — 375,017 Agricultural real estate 88,726 5,736 — — 94,462 Other real estate 25,351 — — — 25,351 Consumer: Equity loans and lines of credit 54,660 — 46 — 54,706 Consumer and installment 34,773 16 36 — 34,825 Total $ 960,323 $ 39,901 $ 10,739 $ — $ 1,010,963 The following table shows the loan portfolio by class allocated by management’s internally assigned risk grade ratings at December 31, 2021 (in thousands): Pass Special Mention Sub-Standard Doubtful Total Commercial: Commercial and industrial $ 125,537 $ 8,724 $ 2,586 $ — $ 136,847 Agricultural production 37,179 1,325 2,356 — 40,860 Real Estate: Owner occupied 205,092 3,582 3,560 — 212,234 Real estate construction and other land loans 54,066 7,520 — — 61,586 Commercial real estate 351,395 18,134 — — 369,529 Agricultural real estate 96,949 1,532 — — 98,481 Other real estate 26,084 — — — 26,084 Consumer: Equity loans and lines of credit 55,611 9 — — 55,620 Consumer and installment 36,942 19 38 — 36,999 Total $ 988,855 $ 40,845 $ 8,540 $ — $ 1,038,240 19 The following table shows an aging analysis of the loan portfolio by class and the time past due at March 31, 2022 (in thousands): 30-59 Days Past Due 60-89 Days Past Due Greater Than 90 Days Past Due Total Past Due Current Total Loans Recorded Investment > 90 Days Accruing Non-accrual Commercial: Commercial and industrial $ — $ — $ — $ — $ 116,927 $ 116,927 $ — $ 292 Agricultural production — — — — 32,045 32,045 — — Real estate: — — Owner occupied — — — — 204,272 204,272 — — Real estate construction and other land loans — — — — 73,358 73,358 — — Commercial real estate — — — — 375,017 375,017 — — Agricultural real estate — — — — 94,462 94,462 — — Other real estate — — — — 25,351 25,351 — — Consumer: — Equity loans and lines of credit — — — — 54,706 54,706 — — Consumer and installment 17 — — 17 34,808 34,825 — — Total $ 17 $ — $ — $ 17 $ 1,010,946 $ 1,010,963 $ — $ 292 The following table shows an aging analysis of the loan portfolio by class and the time past due at December 31, 2021 (in thousands): 30-59 Days Past Due 60-89 Days Past Due Greater Than 90 Days Past Due Total Past Due Current Total Loans Recorded Investment > 90 Days Accruing Non- accrual Commercial: Commercial and industrial $ 1 $ — $ — $ 1 $ 136,846 $ 136,847 $ — $ 312 Agricultural production — — — — 40,860 40,860 — 634 Real estate: — Owner occupied — — — — 212,234 212,234 — — Real estate construction and other land loans — — — — 61,586 61,586 — — Commercial real estate — — — — 369,529 369,529 — — Agricultural real estate — — — — 98,481 98,481 — — Other real estate — — — — 26,084 26,084 — — Consumer: Equity loans and lines of credit — — — — 55,620 55,620 — — Consumer and installment 79 — — 79 36,920 36,999 — — Total $ 80 $ — $ — $ 80 $ 1,038,160 $ 1,038,240 $ — $ 946 20 The following table shows information related to impaired loans by class at March 31, 2022 (in thousands): Recorded Investment Unpaid Principal Balance Related Allowance With no related allowance recorded: Consumer: Equity loans and lines of credit $ 135 $ 170 $ — Total with no related allowance recorded 135 170 — With an allowance recorded: Commercial: Commercial and industrial 2,281 2,325 556 Real estate: Real estate construction and other land loans 280 280 18 Commercial real estate 134 135 2 Agricultural real estate 21 21 5 Total real estate 435 436 25 Consumer: Equity loans and lines of credit 908 908 2 Total consumer 908 908 2 Total with an allowance recorded 3,624 3,669 583 Total $ 3,759 $ 3,839 $ 583 The recorded investment in loans excludes accrued interest receivable and net loan origination fees, due to immateriality. The following table shows information related to impaired loans by class at December 31, 2021 (in thousands): Recorded Investment Unpaid Principal Balance Related Allowance With no related allowance recorded: Consumer: Equity loans and lines of credit $ 136 $ 172 $ — Total with no related allowance recorded 136 172 — With an allowance recorded: Commercial: Commercial and industrial 6,452 6,491 544 Agricultural production 634 714 63 Total commercial 7,086 7,205 607 Real estate: Real estate construction and other land loans 292 292 30 Commercial real estate 137 138 3 Agricultural real estate 21 21 5 Total real estate 450 451 38 Consumer: Equity loans and lines of credit 914 914 4 Total consumer 914 914 4 Total with an allowance recorded 8,450 8,570 649 Total $ 8,586 $ 8,742 $ 649 21 The recorded investment in loans excludes accrued interest receivable and net loan origination fees, due to immateriality. The following tables present by class, information related to the average recorded investment and interest income recognized on impaired loans for the three months ended March 31, 2022 and 2021 (in thousands). Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized With no related allowance recorded: Commercial: Commercial and industrial $ 143 $ — $ 15 $ — Agricultural production 83 — — — Total commercial 226 — 15 — Real estate: Owner occupied — — 180 — Real estate construction and other land loans — — 108 — Commercial real estate — — 505 — Total real estate — — 793 — Consumer: Equity loans and lines of credit 136 3 144 12 Total with no related allowance recorded 362 3 952 12 With an allowance recorded: Commercial: Commercial and industrial 3,329 27 7,002 582 Agricultural production 158 — 717 — Total commercial 3,487 27 7,719 582 Real estate: Real estate construction and other land loans 286 5 1,513 — Commercial real estate 136 2 147 11 Agricultural real estate 21 — 30 2 Total real estate 443 7 1,690 13 Consumer: Equity loans and lines of credit 911 13 933 55 Consumer and installment — — 44 — Total consumer 911 13 977 55 Total with an allowance recorded 4,841 47 10,386 650 Total $ 5,203 $ 50 $ 11,338 $ 662 Foregone interest on nonaccrual loans totaled $ 4,000 and $ 56,000 for the three month period ended March 31, 2022 and 2021, respectively. Troubled Debt Restructurings: As of March 31, 2022 and December 31, 2021, the Company has a recorded investment in troubled debt restructurings (“TDR”) of $ 3,467,000 and $ 7,640,000 , respectively. The Company has allocated $ 543,000 and $ 538,000 of specific reserves to loans whose terms have been modified in troubled debt restructurings as of March 31, 2022 and December 31, 2021, respectively. For the three months ended March 31, 2022 and 2021, the terms of certain loans were modified as TDRs. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan or an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk. During the same period, there were no troubled debt restructurings in which the amount of principal or accrued interest owed from the borrower was forgiven or which resulted in a charge-off or change to the allowance for loan losses. 22 As discussed in Note 1 to these financial statements, Section 4013 of the CARES Act and the “ Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (Revised) ” provided banks an option to elect to not account for certain loan modifications related to COVID-19 as TDRs as long as the borrowers were not more than 30 days past due as of December 31, 2019 or at the time of modification program implementation, respectively, and the borrowers meet other applicable criteria. In accordance with such guidance, during 2020 and throughout 2021 the Company offered short-term modifications in response to COVID-19 to borrowers who were current and otherwise not past due. As of March 31, 2022, there were no such loans remaining on deferral. During the three months ended March 31, 2022, no loans were modified as troubled debt restructuring. Troubled Debt Restructurings: The following table presents loans by class modified as troubled debt restructurings that occurred during the three months ended March 31, 2021 (in thousands): Troubled Debt Restructurings: Number of Loans Pre-Modification Outstanding Recorded Investment (1) Principal Modification (2) Post Modification Outstanding Recorded Investment (3) Outstanding Recorded Investment Commercial: Commercial and Industrial 1 $ 333 $ — $ 333 $ 325 (1) Amounts represent the recorded investment in loans before recognizing effects of the TDR, if any. (2) Balance outstanding after principal modification, if any borrower reduction to recorded investment. Troubled Debt Restructurings: Consumer: A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. There were no defaults on troubled debt restructurings, within twelve months following the modification, during the three months ended March 31, 2022 or March 31, 2021. Note 5. Goodwill Business combinations involving the Company’s acquisition of the equity interests or net assets of another enterprise give rise to goodwill. Total goodwill at March 31, 2022, was $ 53,777,000 consisting of $ 8,934,000 , $ 14,643,000 , $ 6,340,000 , $ 10,394,000 , and $ 13,466,000 representing the excess of the cost of Bank of Madera County, Service 1st Bancorp, Visalia Community Bank, Sierra Vista Bank, and Folsom Lake Bank, respectively, over the net of the amounts assigned to assets acquired and liabilities assumed in the transactions accounted for under the acquisition method of accounting. The value of goodwill is ultimately derived from the Company’s ability to generate net earnings after the acquisitions and is not deductible for tax purposes. A significant decline in net earnings, among other factors, could be indicative of a decline in the fair value of goodwill and result in impairment. For that reason, goodwill is assessed at least annually for impairment. The Company’s annual goodwill test is completed as of September 30 each year. Goodwill is also tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company below its carrying amount. No such events or circumstances arose during the first three months of 2022. Note 6. Borrowing Arrangements As of March 31, 2022 and December 31, 2021, the Company had no Federal Home Loan Bank (“FHLB”) of San Francisco advances. Approximately $ 493,500,000 in loans were pledged under a blanket lien as collateral to the FHLB for the Bank’s remaining borrowing capacity of $ 284,114,000 as of March 31, 2022. FHLB advances are also secured by investment securities with amortized costs totaling $ 106,000 and $ 112,000 and market values totaling $ 111,000 and $ 117,000 at March 31, 2022 and December 31, 2021, respectively. The Bank’s credit limit varies according to the amount and composition of the investment and loan portfolios pledged as collateral. As of March 31, 2022, and December 31, 2021 the Company had no Federal funds purchased. 7. Subordinated Debentures The following table summarizes the Company’s subordinated debentures: 23 (Dollars in thousands) March 31, 2022 December 31, 2021 Fixed - floating rate subordinated debentures, due 2031 $ 35,000 $ 35,000 Unamortized debt issuance costs ( 665 ) ( 701 ) Junior subordinated deferrable interest debentures, due October 2036 5,155 5,155 Total subordinated debentures $ 39,490 $ 39,454 Junior Subordinated Debentures Service 1 st Capital Trust I is a Delaware business trust formed by Service 1 st . The Company succeeded to all of the rights and obligations of Service 1 st in connection with the merger with Service 1 st as of November 12, 2008. The Trust was formed on August 17, 2006 for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by Service 1 st . Under applicable regulatory guidance, the amount of trust preferred securities that is eligible as Tier 1 capital is limited to 25 % of the Company’s Tier 1 capital on a pro forma basis. At March 31, 2022, all of the trust preferred securities that have been issued qualify as Tier 1 capital. The trust preferred securities mature on October 7, 2036, are redeemable at the Company’s option, and require quarterly distributions by the Trust to the holder of the trust preferred securities at a variable interest rate which will adjust quarterly to equal the three month LIBOR plus 1.60 %. The Trust used the proceeds from the sale of the trust preferred securities to purchase approximately $ 5,155,000 in aggregate principal amount of Service 1 st ’s junior subordinated notes (the Notes). The Notes bear interest at the same variable interest rate during the same quarterly periods as the trust preferred securities. The Notes are redeemable by the Company on any January 7, April 7, July 7, or October 7 or at any time within 90 days following the occurrence of certain events, such as: (i) a change in the regulatory capital treatment of the Notes (ii) in the event the Trust is deemed an investment company or (iii) upon the occurrence of certain adverse tax events. In each such case, the Company may redeem the Notes for their aggregate principal amount, plus any accrued but unpaid interest. The Notes may be declared immediately due and payable at the election of the trustee or holders of 25 % of the aggregate principal amount of outstanding Notes in the event that the Company defaults in the payment of any interest following the nonpayment of any such interest for 20 or more consecutive quarterly periods. Holders of the trust preferred securities are entitled to a cumulative cash distribution on the liquidation amount of $ 1,000 per security. For each January 7, April 7, July 7 or October 7 of each year, the rate will be adjusted to equal the three month LIBOR plus 1.60 %. As of March 31, 2022, the rate was 1.84 %. Interest expense recognized by the Company for the three months ended March 31, 2022 and 2021 was $ 333,000 and $ 24,000 , respectively. Subordinated Debentures On November 12, 2021, the Company completed a private placement of $ 35.0 million aggregate principal amount of its fixed-to-floating rate subordinated notes (“Subordinated Debt”) due December 1, 2031. The Subordinated Debt initially bears a fixed interest rate of 3.125 % per year. Commencing on December 1, 2026, the interest rate on the Subordinated Debt will reset each quarter at a floating interest rate equal to the then-current three month term SOFR plus 210 basis points. The Company may at its option redeem in whole or in part the Subordinated Debt on or after November 12, 2026 without a premium. The Subordinated Debt is treated as Tier 2 Capital for regulatory purposes. Note 8. Commitments and Contingencies Financial Instruments With Off-Balance-Sheet Risk - In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit and standby letters of credit . These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. The contract or notional amounts of these instruments reflect the extent of involvement the Company has in particular classes of financial instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for loans. Commitments to extend credit amounting to $ 346,752,000 and $ 326,108,000 were outstanding at March 31, 2022 and December 31, 2021, respectively. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract unless waived by the Bank. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Included in commitments to extend credit are undisbursed lines of credit totaling $ 346,140,000 and $ 325,674,000 at March 31, 2022 and December 31, 2021, respectively. Undisbursed lines of credit include credits whereby customers can repay principal and request principal advances during the term of the loan at their discretion and most expire between one and 12 months. 24 Included in undisbursed lines of credit are commitments for the undisbursed portions of construction loans totaling $ 88,584,000 and $ 93,263,000 as of March 31, 2022 and December 31, 2021, respectively. These commitments are agreements to lend to customers, subject to meeting certain construction progress requirements established in the contracts. The underlying construction loans have fixed expiration dates. Standby letters of credit and financial guarantees amounting to $ 611,000 and $ 434,000 were outstanding at March 31, 2022 and December 31, 2021, respectively. Standby letters of credit and financial guarantees are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support private financial arrangements. Standby letters of credit and guarantees carry a one year term or less, many have auto-renewal features. The fair value of the liability related to these standby letters of credit, which represents the fees received for their issuance, was not significant at March 31, 2022 or December 31, 2021. The Company recognizes these fees as revenue over the term of the commitment or when the commitment is used. The Company generally requires collateral or other security to support financial instruments with credit risk. Management does not anticipate any material loss will result from the outstanding commitments to extend credit, standby letters of credit and financial guarantees. At March 31, 2022 and December 31, 2021, the balance of a contingent allocation for probable loan loss experience on unfunded obligations was $ 115,000 . The contingent allocation for probable loan loss experience on unfunded obligations is calculated by management using an appropriate, systematic, and consistently applied process. While related to credit losses, this allocation is not a part of the allowance for credit losses and is considered separately as a liability for accounting and regulatory reporting purposes, and is included in Other Liabilities on the Company’s balance sheet. In 2018, the Company sold its credit card portfolio to a third party vendor. Part of the sale of the portfolio was to provide a guarantee of certain accounts which, as of March 31, 2022, was $ 2,144,500 . The Company is subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, the amount of ultimate liability with respect to such actions will not materially affect the consolidated financial position or consolidated results of operations of the Company. Note 9. Earnings Per Share Basic earnings per share (EPS), which excludes dilution, is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options or restricted stock awards, result in the issuance of common stock which shares in the earnings of the Company. A reconciliation of the numerators and denominators of the basic and diluted EPS computations is as follows: Basic Earnings Per Share For the Three Months Ended March 31, (In thousands, except share and per share amounts) 2022 2021 Net income $ 6,086 $ 7,479 Weighted average shares outstanding 11,829,245 12,495,606 Basic earnings per share $ 0.51 $ 0.60 Diluted Earnings Per Share For the Three Months Ended March 31, (In thousands, except share and per share amounts) 2022 2021 Net income $ 6,086 $ 7,479 Weighted average shares outstanding 11,829,245 12,495,606 Effect of diluted stock options and restricted stock 42,780 51,531 Weighted average shares of common stock and common stock equivalents 11,872,025 12,547,137 Diluted earnings per share $ 0.51 $ 0.60 No outstanding options awards were anti-dilutive for the three months ended March 31, 2022 and 2021. 25 Note 10. Share-Based Compensation The Company has four share-based compensation plans as described below. Share-based compensation cost recognized for those plans was $ 97,000 and $ 101,000 for the three months ended March 31, 2022 and 2021, respectively. The recognized tax (benefit) expense for the share-based compensation expense, forfeitures of restricted stock, and exercise of stock options, resulted in the recognition of $( 22,000 ) and $ 1,000 , respectively, for the three months ended March 31, 2022 and 2021. The Central Valley Community Bancorp 2005 Omnibus Incentive Plan (2005 Plan) was adopted in May 2005 and expired March 16, 2015. In October 2017, the Company assumed the Folsom Lake Bank 2007 Equity Incentive Plan (2007 Plan). While outstanding arrangements to issue shares under these plans, including options, continue in force until their expiration, no new options will be granted under these plans. The Central Valley Community Bancorp 2015 Omnibus Incentive Plan (2015 Plan) was adopted in May 2015. The plan provides for awards in the form of incentive stock options, non-statutory stock options, stock appreciation rights, and restricted stock. The plan also allows for performance awards that may be in the form of cash or shares of the Company, including restricted stock. Outstanding arrangements to issue shares under this plan including options, will continue in force until expiration according to their respective terms. Effective June 2, 2017, the Company adopted an Employee Stock Purchase Plan (ESPP) whereby our employees may purchase Company common stock through payroll deductions of between one percent and 15 percent of pay in each pay period. Shares are purchased at the end of each of the three-month offering periods at a 10 percent discount from the lower of the closing market price on the Offering Date (first trading day of each offering period) or the Investment Date (last trading day of each offering period). The Company reserved 500,000 common shares to be set aside for the ESPP, and there were 442,401 shares available for future purchase under the plan as of March 31, 2022. Stock Option Plan The Company bases the fair value of the stock options granted on the date of grant using a Black-Scholes Merton option pricing model that uses assumptions based on expected option life and the level of estimated forfeitures, expected stock volatility, risk free interest rate, and dividend yield. The expected term and level of estimated forfeitures of the Company’s stock options are based on the Company’s own historical experience. Stock volatility is based on the historical volatility of the Company’s stock. The risk-free interest rate is based on the U. S. Treasury yield curve for the periods within the contractual life of the stock options in effect at the time of grant. The compensation cost for stock options granted is based on the weighted average grant date fair value per share. No options to purchase shares of the Company’s common stock were granted during the three months ended March 31, 2022 and 2021. A summary of the combined activity of the Company’s stock option compensation plans for the three months ended March 31, 2022 follows (in thousands, except per share amounts): Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Options outstanding at December 31, 2021 52,805 $ 9.81 Options exercised ( 11,075 ) $ 11.87 Options forfeited ( 1,800 ) $ 12.50 Options outstanding at March 31, 2022 39,930 $ 9.12 0.38 $ 566 Options vested or expected to vest at March 31, 2022 39,930 $ 9.12 0.38 $ 566 Options exercisable at March 31, 2022 39,930 $ 9.12 0.38 $ 566 Information related to the stock option plan is as follows (in thousands): For the Three Months Ended March 31, 2022 2021 Intrinsic value of options exercised $ 118 $ 1 Cash received from options exercised $ 132 $ 1 Excess tax benefit realized for option exercises $ 22 $ — As of March 31, 2022, there was no remaining unrecognized compensation cost related to stock options granted under all plans. 26 Restricted and Performance Common Stock Awards The 2015 Plan provides for the issuance of restricted common stock to directors and officers. In addition, performance awards may be granted in the form of cash or shares. Restricted common stock grants typically vest over a one to five-year period. Restricted common stock (all of which are shares of our common stock) is subject to forfeiture if employment terminates prior to vesting. The cost of these awards is recognized over the vesting period of the awards based on the fair value of our common stock on the date of the grant. The following table summarizes restricted stock and performance award activity for the three months ended March 31, 2022 as follows: Shares Weighted Average Grant-Date Fair Value Nonvested outstanding shares at December 31, 2021 24,177 $ 20.50 Granted 17,847 $ 21.25 Vested ( 13,355 ) $ 20.75 Forfeited ( 83 ) $ 19.99 Nonvested outstanding shares at March 31, 2022 28,586 $ 20.86 The shares awarded to employees and directors under the restricted stock agreements vest on applicable vesting dates only to the extent the recipient of the shares is then an employee or a director of the Company or one of its subsidiaries, and each recipient will forfeit all of the shares that have not vested on the date his or her employment or service is terminated. Performance common stock awards vest immediately. As of March 31, 2022, there were 28,586 shares of restricted stock that are nonvested and expected to vest. As of March 31, 2022, there was $ 284,000 of total unrecognized compensation cost related to nonvested restricted common stock awards. Restricted stock compensation expense is recognized on a straight-line basis over the vesting period. This cost is expected to be recognized over a weighted-average remaining period of 2.84 years and will be adjusted for subsequent changes in estimated forfeitures. Restricted common stock awards had an intrinsic value of $ 3,432,000 at March 31, 2022.