Community West Bancshares
For the period ended Dec 31, 2024. Filed Mar 17, 2025.
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FY2024 · Filed Mar 17, 2025
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ITEM 8. -FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
To the Shareholders and the Board of Directors of
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Community West Bancshares and subsidiary (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
Change in Accounting Principle
As discussed in Notes 1 and 4 to the consolidated financial statements, the Company changed its method of accounting for allowance for credit losses as of January 1, 2023, due to the adoption of Accounting Standards Update No. 2016-13, which established Accounting Standards Codification Topic 326, Financial Instruments – Credit Losses.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Allowance for Credit Losses for Loans
As described in notes 1 and 4 to the consolidated financial statements, the allowance for credit losses on loans is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. The Company’s allowance for credit losses on loans was $25.8 million as of December 31, 2024. The measurement of the allowance for credit losses on collectively evaluated loans is based on modeled expectations of lifetime expected credit losses utilizing national and local peer group historical losses, weighting of economic scenarios, and other relevant factors. The Company incorporates forward-looking information using macroeconomic scenarios, which include variables that are considered key drivers of credit losses within the portfolio. The Company uses a probability-weighted, multiple scenarios forecast approach. These scenarios may consist of a base forecast representing the most likely outcome, combined with downside or upside scenarios reflecting possible worsening or improving economic conditions.
We identified the selection of national or local peer group historical losses and the selection and weighting of the forecasted economic scenarios used by the Company’s management in the estimate of the allowance for credit losses for loans as a critical audit matter. The principal consideration for our determination of the allowance for credit losses for loans as a critical audit matter is the subjective judgement required by management in the selection of national or local peer group historical losses and selection and weighting of the forecasted economic scenarios. Auditing management’s judgments regarding modeled expectations applied to the allowance for credit losses for loans involved significant audit effort, as well as especially challenging and subjective auditor judgment when performing audit procedures and evaluating the results of those procedures.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included evaluating the design and testing the operating effectiveness of internal controls related to the Company’s selection of national or local peer group historical losses and the selection and weighting of the forecasted economic scenarios Our audit procedures related to the critical audit matter included the following, among others:
Testing the completeness and accuracy of key model inputs including loan data.
Evaluating the reasonableness of the selection and weighting of forecasted economic scenarios.
Evaluating the reasonableness of selections of national or local peer group historical losses.
Business Combination
As described in notes 1, 2 and 6 to the consolidated financial statements, Central Valley Community Bancorp completed its merger transaction with Community West Bancshares on April 1, 2024, and changed its name to Community West Bancshares. Total consideration was $143.7 million. The Company’s estimated fair values of the acquired loans and leases was $920.1 million, and the core deposit intangible asset was $10.0 million. To estimate the fair value of the acquired loans, the Company utilized a discounted cash flow methodology that included significant assumptions relating to market discount rates using a build-up approach and default and loss rates. To estimate the fair value of the core deposit intangible asset, the Company utilized a discounted economic benefit methodology that included significant assumptions relating to deposit runoff rates, cost of deposits, cost of alternative funds, and a discount rate applied.
We identified the acquisition date valuation of acquired loans and leases and the core deposit intangible asset as a critical audit matter, due to of the judgment necessary by management to determine the fair value of the loan portfolio acquired and the fair value of the core deposit intangible asset recorded, and the especially challenging and subjective auditor judgment and the extent of audit effort in testing management’s significant assumptions used in the fair value estimates, including using individuals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included evaluating the design and testing the operating effectiveness of internal controls related to the Company’s fair value estimates of the acquired loans and leases and the core deposit intangible asset, including the significant assumptions used by the Company’s management. Our audit procedures related to the critical audit matter included the following, among others:
Testing management’s process used to estimate the fair value of the acquired loans and leases and core deposit intangible asset.
Testing the completeness and accuracy of underlying data used.
Evaluating the reasonableness of the significant assumptions used.
Utilizing professionals with specialized skill and knowledge to assist in evaluating the methods and the reasonableness of certain significant assumptions used.
/s/ Moss Adams LLP
Sacramento, California
March 17, 2025
We have served as the Company’s auditor since 2023.
Shareholders and the Board of Directors of
Fresno, California
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of income, comprehensive income (loss), changes in shareholders’ equity, and cash flows of Community West Bancshares (formerly known as Central Valley Community Bancorp and Subsidiary) (the "Company") for the year ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Crowe LLP
We served as the Company's auditor from 2011 to 2023.
Sacramento, California
March 9, 2023
December 31, 2024 and 2023
| (In thousands, except share amounts) | 2024 | 2023 |
|---|---|---|
| ASSETS | ||
| Cash and due from banks | $28,029 | $30,017 |
| Interest-earning deposits in other banks | 92,369 | 23,711 |
| Total cash and cash equivalents | 120,398 | 53,728 |
| Available-for-sale debt securities, at fair value, net of allowance for credit losses of $0, with an amortized cost of $536,334 at December 31, 2024 and $669,646 at December 31, 2023, respectively | 477,113 | 597,196 |
| Held-to-maturity debt securities, at amortized cost less allowance for credit losses of $1,156 at December 31, 2024 and $1,051 at December 31, 2023, respectively | 301,359 | 302,442 |
| Equity securities, at fair value | 6,586 | 6,649 |
| Loans, less allowance for credit losses of $25,803 at December 31, 2024 and $14,653 at December 31, 2023, respectively | 2,308,418 | 1,276,144 |
| Bank premises and equipment, net | 24,469 | 14,042 |
| Bank owned life insurance | 53,319 | 41,572 |
| Federal Home Loan Bank stock | 10,978 | 7,136 |
| Goodwill | 96,828 | 53,777 |
| Core deposit intangibles | 9,268 | — |
| Accrued interest receivable and other assets | 113,035 | 80,740 |
| Total assets | $3,521,771 | $2,433,426 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
| Deposits: | ||
| Non-interest bearing | $980,824 | $951,541 |
| Interest bearing | 1,929,953 | 1,090,071 |
| Total deposits | 2,910,777 | 2,041,612 |
| Borrowings | 133,442 | 80,000 |
| Senior debt and subordinated debentures, net | 69,889 | 69,744 |
| Accrued interest payable and other liabilities | 44,978 | 35,006 |
| Total liabilities | 3,159,086 | 2,226,362 |
| Commitments and contingencies (Note 12) | ||
| Shareholders’ equity: | ||
| Preferred stock, no par value; 10,000,000 shares authorized, none issued and outstanding | — | — |
| Non-voting common stock, 1,000,000 shares authorized; issued and outstanding: none at December 31, 2024 and December 31, 2023 | — | — |
| Common stock, no par value; 80,000,000 shares authorized; issued and outstanding: 18,974,647 at December 31, 2024 and 11,818,039 at December 31, 2023 | 207,816 | 62,550 |
| Retained earnings | 209,984 | 210,548 |
| Accumulated other comprehensive loss, net of tax | (55,115) | (66,034) |
| Total shareholders’ equity | 362,685 | 207,064 |
| Total liabilities and shareholders’ equity | $3,521,771 | $2,433,426 |
| (In thousands, except per share amounts) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Interest income: | |||
| Interest and fees on loans | $130,166 | $69,803 | $55,907 |
| Interest on deposits in other banks | 4,355 | 3,576 | 391 |
| Interest and dividends on investment securities: | |||
| Taxable | 20,384 | 23,437 | 20,011 |
| Exempt from Federal income taxes | 5,483 | 5,602 | 6,679 |
| Total interest income | 160,388 | 102,418 | 82,988 |
| Interest expense: | |||
| Interest on deposits | 40,666 | 15,527 | 1,197 |
| Interest on short-term borrowings | 5,690 | 810 | 254 |
| Interest on senior debt and subordinated debentures | 3,665 | 3,652 | 1,971 |
| Total interest expense | 50,021 | 19,989 | 3,422 |
| Net interest income before provision for credit losses | 110,367 | 82,429 | 79,566 |
| Provision for credit losses | 11,113 | 309 | 995 |
| Net interest income after provision for credit losses | 99,254 | 82,120 | 78,571 |
| Non-interest income: | |||
| Interchange fees | 2,078 | 1,780 | 1,847 |
| Service charges | 1,798 | 1,503 | 2,014 |
| Appreciation in cash surrender value of bank owned life insurance | 1,325 | 1,035 | 985 |
| Loan placement fees | 893 | 584 | 899 |
| Federal Home Loan Bank dividends | 796 | 498 | 367 |
| Net realized gain on sale of assets | 7 | 402 | 15 |
| Net realized losses on sales and calls of investment securities | (4,199) | (907) | (1,730) |
| Other income | 3,747 | 2,125 | 657 |
| Total non-interest income | 6,445 | 7,020 | 5,054 |
| Non-interest expenses: | |||
| Salaries and employee benefits | 48,470 | 31,367 | 28,917 |
| Merger and acquisition expense | 9,614 | 1,191 | — |
| Occupancy and equipment | 9,479 | 5,726 | 5,131 |
| Information technology | 5,940 | 3,616 | 3,344 |
| Professional services | 2,825 | 2,234 | 1,519 |
| Data processing expense | 3,748 | 2,621 | 2,245 |
| Regulatory assessments | 1,837 | 1,312 | 851 |
| ATM/Debit card expenses | 1,750 | 757 | 809 |
| Directors’ expenses | 752 | 614 | 282 |
| Advertising | 854 | 542 | 557 |
| Loan related expenses | 802 | 478 | 479 |
| Personnel other | 345 | 404 | 323 |
| Amortization of core deposit intangibles | 751 | 68 | 454 |
| Other expense | 7,534 | 4,370 | 3,573 |
| Total non-interest expenses | 94,701 | 55,300 | 48,484 |
| Income before provision for income taxes | 10,998 | 33,840 | 35,141 |
| Provision for income taxes | 3,332 | 8,304 | 8,496 |
| Net income | $7,666 | $25,536 | $26,645 |
| Basic earnings per common share | $0.45 | $2.17 | $2.27 |
| Diluted earnings per common share | $0.45 | $2.17 | $2.27 |
| Cash dividends per common share | $0.48 | $0.48 | $0.48 |
| (In thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Net income | $7,666 | $25,536 | $26,645 |
| Other Comprehensive Income (Loss): | |||
| Unrealized gains (losses) on securities: | |||
| Unrealized holdings gains (losses) arising during the period | 9,028 | 18,286 | (129,527) |
| Less: reclassification for net losses included in net income | 4,199 | 907 | 1,730 |
| Amortization of net unrealized losses transferred | 2,276 | 2,376 | 1,651 |
| Other comprehensive income (loss), before tax | 15,503 | 21,569 | (126,146) |
| Tax (expense) benefit related to items of other comprehensive income (loss) | (4,584) | (6,376) | 37,287 |
| Total other comprehensive income (loss) | 10,919 | 15,193 | (88,859) |
| Comprehensive income (loss) | $18,585 | $40,729 | $(62,214) |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| AccumulatedOtherComprehensive Income (Loss) (Net of Taxes) · Total Shareholders’ Equity | |||||
|---|---|---|---|---|---|
| Common Stock · Retained Earnings | |||||
| (In thousands, except share amounts) · Shares · Amount | |||||
| Balance, January 1, 2022 | 11,916,651 | $66,820 | $173,393 | $7,632 | $247,845 |
| Net income | — | — | 26,645 | — | 26,645 |
| Other comprehensive loss, net of tax | — | — | — | (88,859) | (88,859) |
| Restricted stock granted, net of forfeitures | 42,399 | — | — | — | — |
| Stock issued under employee stock purchase plan | 13,351 | 216 | — | — | 216 |
| Stock awarded to employees | 13,446 | — | — | — | — |
| Stock-based compensation expense | — | 776 | — | — | 776 |
| Cash dividend ($0.48 per common share) | — | — | (5,638) | — | (5,638) |
| Stock options exercised | 50,205 | 489 | — | — | 489 |
| Repurchase and retirement of common stock | (300,761) | (6,814) | — | — | (6,814) |
| Balance, December 31, 2022 | 11,735,291 | 61,487 | 194,400 | (81,227) | 174,660 |
| Implementation of ASU 2016-13, Current Expected Credit Loss (CECL) Day 1 Adjustment | — | — | (3,731) | — | (3,731) |
| Adjusted Balance, January 1, 2023 | 11,735,291 | 61,487 | 190,669 | (81,227) | 170,929 |
| Net income | — | — | 25,536 | — | 25,536 |
| Other comprehensive income, net of tax | — | — | — | 15,193 | 15,193 |
| Restricted stock granted, net of forfeitures | 58,467 | — | — | — | — |
| Stock issued under employee stock purchase plan | 13,973 | 206 | — | — | 206 |
| Stock awarded to employees | 10,347 | — | — | — | — |
| Stock-based compensation expense | — | 858 | — | — | 858 |
| Cash dividend ($0.48 per common share) | — | — | (5,657) | — | (5,657) |
| Repurchase and retirement of common stock | (39) | (1) | — | — | (1) |
| Balance, December 31, 2023 | 11,818,039 | 62,550 | 210,548 | (66,034) | 207,064 |
| Net income | — | — | 7,666 | — | 7,666 |
| Other comprehensive income, net of tax | — | — | — | 10,919 | 10,919 |
| Stock issued for acquisition | 7,037,202 | 143,712 | — | — | 143,712 |
| Restricted stock granted, net of forfeitures | 68,702 | — | — | — | — |
| Stock issued under employee stock purchase plan | 15,504 | 248 | — | — | 248 |
| Stock-based compensation expense | — | 879 | — | — | 879 |
| Cash dividend ($0.48 per common share) | — | — | (8,230) | — | (8,230) |
| Stock options exercised | 37,289 | 465 | — | — | 465 |
| Repurchase and retirement of common stock | (2,089) | (38) | — | — | (38) |
| Balance, December 31, 2024 | 18,974,647 | $207,816 | $209,984 | $(55,115) | $362,685 |
| (in thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| Cash Flows From Operating Activities: | |||
| Net income | $7,666 | $25,536 | $26,645 |
| Adjustments to reconcile net income to net cash provided by operating activities: | |||
| Net (increase) decrease in deferred loan costs | (200) | 786 | (422) |
| Depreciation | 2,206 | 891 | 755 |
| Accretion of discounts on investment securities | (1,813) | (1,890) | (1,520) |
| Amortization of premiums on investment securities | 4,198 | 8,860 | 9,517 |
| Amortization of debt issuance costs | 145 | 145 | 145 |
| Accretion of premiums and discounts on acquired loans, net | (9,694) | (325) | (521) |
| Amortization of fair value marks on liabilities assumed | 5,385 | — | — |
| Stock-based compensation | 879 | 858 | 776 |
| Provision for credit losses | 11,113 | 309 | 995 |
| Net realized losses on sales and calls of AFS securities | 4,199 | 907 | 1,730 |
| Net gain on sale and disposal of equipment | (7) | (402) | (15) |
| Net change in equity investments | 63 | (91) | 858 |
| Appreciation in cash surrender value of bank owned life insurance | (1,325) | (1,035) | (985) |
| Net decrease (increase) in accrued interest receivable and other assets | 1,101 | (8,798) | (7,361) |
| Net (decrease) increase in accrued interest payable and other liabilities | (847) | 1,666 | (7,148) |
| (Benefit) provision for deferred income taxes | (867) | 110 | 224 |
| Net cash provided by operating activities | 22,202 | 27,527 | 23,673 |
| Cash Flows From Investing Activities: | |||
| Net cash and cash equivalents acquired in acquisition | 58,521 | — | — |
| Purchases of available-for-sale investment securities | — | — | (301,699) |
| Proceeds from sales or calls of AFS securities | 64,230 | 26,361 | 252,331 |
| Proceeds from sales or calls of HTM securities | 20 | 35 | — |
| Proceeds from maturity and principal repayment of AFS securities | 59,947 | 38,229 | 67,795 |
| Proceeds from principal repayments of HTM securities | 1,650 | 2,377 | 1,421 |
| Net increase in loans | (113,078) | (34,972) | (216,002) |
| Purchases of premises and equipment | (5,039) | (9,806) | (362) |
| Purchases of bank owned life insurance | (1,450) | — | — |
| FHLB stock purchased | (350) | (967) | (574) |
| Proceeds from sale of premises and equipment | 22 | 3,262 | 15 |
| Net cash provided by (used in) investing activities | 64,473 | 24,519 | (197,075) |
| Cash Flows From Financing Activities: | |||
| Net increase (decrease) in demand, interest-bearing and savings deposits | 37,000 | (152,178) | (1,041) |
| Net (decrease) increase in time deposits | (14,450) | 94,142 | (22,107) |
| Proceeds from short-term borrowings from Federal Home Loan Bank | 972,000 | 3,411,500 | 2,452,826 |
| Repayments of short-term borrowings to Federal Home Loan Bank | (962,000) | (3,422,500) | (2,406,826) |
| Proceeds of issuance of senior debt | — | — | 30,000 |
| Proceeds of borrowings from other financial institutions | — | 116,500 | — |
| Repayments of borrowings from other financial institutions | (45,000) | (71,500) | — |
| Purchase and retirement of common stock | (38) | (1) | (6,814) |
| Proceeds from stock issued under employee stock purchase plan | 248 | 206 | 216 |
| Proceeds from exercise of stock options | 465 | — | 489 |
| Cash dividend payments on common stock | (8,230) | (5,657) | (5,638) |
| Net cash (used in) provided by financing activities | (20,005) | (29,488) | 41,105 |
| Increase (decrease) in cash and cash equivalents | 66,670 | 22,558 | (132,297) |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 53,728 | 31,170 | 163,467 |
| CASH AND CASH EQUIVALENTS AT END OF YEAR | $120,398 | $53,728 | $31,170 |
| (in thousands) | 2024 | 2023 | 2022 |
|---|---|---|---|
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
| Cash paid during the year for: | |||
| Interest | $48,773 | $20,005 | $2,831 |
| Income taxes | $2,572 | $7,700 | $8,314 |
| Operating cash flows from operating leases | $3,120 | $2,484 | $2,221 |
| Non-cash investing and financing activities: | |||
| Unrealized gain (loss) on securities available for sale | $13,227 | $19,193 | $(127,797) |
| Transfer of securities from AFS to HTM | $— | $— | $332,007 |
| Transfer of unrealized losses on securities from AFS to HTM | $— | $— | $(25,328) |
| Acquisition: | |||
| Assets acquired | $1,040,939 | $— | $— |
| Liabilities assumed | $(940,276) | $— | $— |
Notes to Consolidated Financial Statements
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.