Mission Valley Bancorp : 2021 Audited Financial Statements & Footnotes

REPORT OF INDEPENDENT AUDITORS

AND CONSOLIDATED FINANCIAL STATEMENTS

MISSION VALLEY BANCORP

December 31, 2021 and 2020

Table of Contents

	PAGE
Report of Independent Auditors	1
Financial Statements
Consolidated statements of financial condition	3
Consolidated statements of income	4
Consolidated statements of comprehensive income	5
Consolidated statements of changes in shareholders' equity	6
Consolidated statements of cash flows	7
Notes to consolidated financial statements	8
Supplemental Information
Consolidating statement of financial condition	48
Consolidating statement of income	49

Report of Independent Auditors

The Board of Directors and Shareholders

Mission Valley Bancorp

Report on the Audit of the Financial Statements

Opinion

We have audited the consolidated financial statements of Mission Valley Bancorp and its subsidiaries, which comprise the consolidated statements of financial condition as of December 31, 2021 and 2020, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Mission Valley Bancorp and its subsidiaries as of December 31, 2021 and 2020, and the results of their operations and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Mission Valley Bancorp and its subsidiaries and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Mission Valley Bancorp and its subsidiaries' ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

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Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Mission Valley Bancorp and its subsidiaries' internal control. Accordingly, no such opinion is expressed.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Mission Valley Bancorp and its subsidiaries' ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Other Matter

Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The accompanying consolidating statements of financial condition and income are presented for purposes of additional analysis and are not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.

Los Angeles, California

March 10, 2022

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Mission Valley Bancorp

Consolidated Statements of Financial Condition

(In Thousands, Except Share Data)

ASSETS		December 31,
		2021			2020
CASH AND DUE FROM BANKS	$	189,756	$	90,681
INTEREST BEARING DEPOSITS IN OTHER BANKS		2,820			2,915
SECURITIES AVAILABLE-FOR-SALE, at fair value		50,286			46,518
EQUITY SECURITIES		782			805
LOANS, net		310,207			314,012
PREMISES AND EQUIPMENT, net		466			419
DEFERRED TAX ASSET, net		2,151			2,188
BANK OWNED LIFE INSURANCE		10,872			10,584
RESTRICTED EQUITY SECURITIES		2,397			1,984
ACCRUED INTEREST RECEIVABLE		2,018			2,545
OTHER ASSETS		4,756			4,166
Total assets	$	576,511		$	476,817
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits
Non-interest-bearing demand	$	245,551	$	266,138
Interest-bearing demand		218,840			78,641
Savings		23,827			19,578
Time deposits under $250,000		4,517			4,953
Time deposits $250,000 and over		20,374			16,283
Total deposits		513,109			385,593
Junior subordinated deferrable interest debentures		6,186			6,186
Notes payable		3,793			5,833
Other borrowings		-			31,570
Accrued interest payable and other liabilities		9,184			8,555
Total liabilities		532,272			437,737
COMMITMENTS AND CONTINGENCIES - Note 14
SHAREHOLDERS' EQUITY
Preferred stock - 10,000,000 shares authorized; zero shares		-			-
issued and outstanding
Common stock - 10,000,000 shares authorized; no par value;
3,270,118 and 3,245,871 shares issued and outstanding
at December 31, 2021 and 2020, respectively		12,747			12,747
Additional paid-in capital		2,523			2,070
Retained earnings		30,296			25,339
Accumulated other comprehensive loss		(1,327)			(1,076)
Total shareholders' equity		44,239			39,080
Total liabilities and shareholders' equity	$	576,511	$	476,817

See accompanying notes.

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