Edgar Filing: COMMUNITY WEST BANCSHARES /

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2017 or

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

For the transition period from _________ to _________

Commission File Number: 000-23575

COMMUNITY WEST BANCSHARES

(Exact name of registrant as specified in its charter)

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

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

(805) 692-5821

(Registrant's telephone number, including area code)

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

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

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

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company)		Smaller reporting company ☒

Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common stock of the registrant issued and outstanding of 8,159,739 as of July 31, 2017.

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Index			Page
Part I. Financial Information
	Item 1 – Financial Statements
		Consolidated Balance Sheets as of June 30, 2017 (unaudited) and December 31, 2016	3
		Consolidated Income Statements for the three and six months ended June 30, 2017 and 2016 (unaudited)	4
		Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2017 and 2016 (unaudited)	5
		Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2017 (unaudited)	6
		Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016 (unaudited)	7
		Notes to Unaudited Consolidated Financial Statements	8
	The financial statements included in this Form 10-Q should be read in conjunction with Community West Bancshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

	Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
	Item 3 – Quantitative and Qualitative Disclosures About Market Risk		46
	Item 4 – Controls and Procedures		47

Part II. Other Information
	Item 1 – Legal Proceedings		47
	Item 1A – Risk Factors		47
	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		47
	Item 3 – Defaults Upon Senior Securities		47
	Item 4 – Mine Safety Disclosures		47
	Item 5 – Other Information		47
	Item 6 – Exhibits		48

Signatures			49

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PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

COMMUNITY WEST BANCSHARES

CONSOLIDATED BALANCE SHEETS

	June 30, 2017		December 31, 2016
	(unaudited)
	(in thousands, except share amounts)
Assets:
Cash and due from banks	$	1,919	$	2,385
Federal funds sold		14		16
Interest-earning demand in other financial institutions		36,071		31,715
Cash and cash equivalents		38,004		34,116
Investment securities - available-for-sale, at fair value; amortized cost of $30,817 at June 30, 2017 and $22,731 at December 31, 2016		30,964		22,681
Investment securities - held-to-maturity, at amortized cost; fair value of $8,573 at June 30, 2017 and $9,149 at December 31, 2016		8,362		9,002
Federal Home Loan Bank stock, at cost		2,347		2,070
Federal Reserve Bank stock, at cost		1,373		1,373
Loans:
Held for sale, at lower of cost or fair value		60,933		61,416
Held for investment, net of allowance for loan losses of $7,994 at June 30, 2017 and $7,464 at December 31, 2016		623,903		561,939
Total loans		684,836		623,355
Other assets acquired through foreclosure, net		362		137
Premises and equipment, net		4,883		3,931
Other assets		13,841		13,907
Total assets	$	784,972	$	710,572
Liabilities:
Deposits:
Non-interest-bearing demand	$	107,049	$	100,372
Interest-bearing demand		262,475		253,023
Savings		14,011		14,007
Certificates of deposit ($250,000 or more)		82,156		77,509
Other certificates of deposit		204,589		167,325
Total deposits		670,280		612,236
Other borrowings		41,800		29,000
Other liabilities		4,676		4,000
Total liabilities		716,756		645,236

Stockholders’ equity:
Common stock — no par value, 60,000,000 shares authorized; 8,159,739 shares issued and outstanding at June 30, 2017 and 8,096,039 at December 31, 2016		42,037		41,575
Retained earnings		26,092		23,790
Accumulated other comprehensive income (loss)		87		(29	)
Total stockholders’ equity		68,216		65,336
Total liabilities and stockholders’ equity	$	784,972	$	710,572

See the accompanying notes.

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COMMUNITY WEST BANCSHARES

CONSOLIDATED INCOME STATEMENTS (unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2017		2016			2017		2016
Interest income:	(in thousands, except per share amounts)
Loans, including fees	$	8,788	$	7,414		$	17,230	$	14,589
Investment securities and other		278		260			539		529
Total interest income		9,066		7,674			17,769		15,118
Interest expense:
Deposits		941		704			1,799		1,355
Other borrowings		89		73			160		145
Total interest expense		1,030		777			1,959		1,500
Net interest income		8,036		6,897			15,810		13,618
Provision (credit) for loan losses		120		61			264		(186	)
Net interest income after provision for loan losses		7,916		6,836			15,546		13,804
Non-interest income:
Other loan fees		342		282			645		557
Document processing fees		151		136			284		251
Service charges		112		102			208		192
Other		92		57			201		156
Total non-interest income		697		577			1,338		1,156
Non-interest expenses:
Salaries and employee benefits		3,796		3,494			7,727		6,946
Occupancy, net		686		581			1,331		1,067
Professional services		299		278			478		457
Advertising and marketing		195		212			351		293
Depreciation		188		175			351		324
FDIC assessment		179		99			289		196
Data processing		165		169			333		340
Stock based compensation		87		84			171		164
Loan servicing and collection		55		(89	)		161		90
Other		357		503			738		965
Total non-interest expenses		6,007		5,506			11,930		10,842
Income before provision for income taxes		2,606		1,907			4,954		4,118
Provision for income taxes		1,050		782			2,042		1,710
Net income	$	1,556	$	1,125		$	2,912	$	2,408
Earnings per share:
Basic	$	0.19	$	0.14		$	0.36	$	0.30
Diluted	$	0.18	$	0.13		$	0.34	$	0.29
Weighted average number of common shares outstanding:
Basic		8,136		8,098			8,118		8,134
Diluted		8,567		8,410			8,551		8,439
Dividends declared per common share	$	0.040	$	0.035		$	0.075	$	0.065

See the accompanying notes.

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COMMUNITY WEST BANCSHARES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2017		2016			2017		2016
	(in thousands)
Net income	$	1,556	$	1,125		$	2,912	$	2,408
Other comprehensive income, net:
Unrealized income (loss) on securities available-for-sale (AFS), net (tax effect of ($60), $11, ($81) and ($71) for each respective period presented)		116		(16	)		116		101
Net other comprehensive income (loss)		116		(16	)		116		101
Comprehensive income	$	1,672	$	1,109		$	3,028	$	2,509

See the accompanying notes.

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COMMUNITY WEST BANCSHARES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited)

	Common Stock				Accumulated Other						Total
	Shares		Amount		Comprehensive Income (Loss)			Retained Earnings			Stockholders' Equity
	(in thousands)
Balance, December 31, 2016:		8,096	$	41,575	$	(29	)	$	23,790		$	65,336
Net income		—		—		—			2,912			2,912
Exercise of stock options		64		291		—			—			291
Stock based compensation		—		171		—			—			171
Dividends on common stock		—		—		—			(610	)		(610	)
Other comprehensive income, net		—		—		116			—			116
Balance, June 30, 2017		8,160	$	42,037	$	87		$	26,092		$	68,216

See the accompanying notes.

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COMMUNITY WEST BANCSHARES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Six Months Ended June 30,
	2017			2016
	(in thousands)
Cash flows from operating activities:
Net income	$	2,912		$	2,408
Adjustments to reconcile net income to cash provided by operating activities:
Provision (credit) for loan losses		264			(186	)
Depreciation		351			324
Stock based compensation		171			164
Deferred income taxes		297			(27	)
Net accretion of discounts and premiums for investment securities		17			188
(Gains)/Losses on:
Sale of repossessed assets, net		(98	)		7
Loans originated for sale and principal collections, net		483			4,402
Changes in:
Other assets		(301	)		(1,197	)
Other liabilities		616			(763	)
Servicing assets, net		49			33
Net cash provided by operating activities		4,761			5,353
Cash flows from investing activities:
Principal pay downs and maturities of available-for-sale securities		1,321			4,892
Purchase of available-for-sale securities		(9,413	)		(5,472	)
Proceeds from principal pay downs and maturities of securities held-to-maturity		629			248
Loan originations and principal collections, net		(62,598	)		(32,661	)
Purchase of restricted stock, net		(277	)		(184	)
Net decrease in interest-bearing deposits in other financial institutions		—			(1	)
Purchase of premises and equipment, net		(1,303	)		(219	)
Proceeds from sale of other real estate owned and repossessed assets, net		243			227
Net cash used in investing activities		(71,399	)		(33,170	)
Cash flows from financing activities:
Net increase in deposits		58,044			20,846
Net increase in borrowings		12,800			—
Exercise of stock options		291			131
Cash dividends paid on common stock		(610	)		(530	)
Common stock repurchase		—			(980	)
Net cash provided by financing activities		70,525			19,467
Net increase (decrease) cash and cash equivalents		3,888			(8,350	)
Cash and cash equivalents at beginning of year		34,116			35,519
Cash and cash equivalents at end of period	$	38,004		$	27,169
Supplemental disclosure:
Cash paid during the period for:
Interest	$	1,904		$	1,422
Income taxes		2,365			3,600
Non-cash investing and financing activity:
Transfers to other assets acquired through foreclosure, net		370			165

See the accompanying notes.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

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

Basis of Presentation

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

Use of Estimates

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

Interim Financial Information

The accompanying unaudited consolidated financial statements as of and for the three and six months ended June 30, 2017 and 2016 have been prepared in a condensed format, and therefore do not include all of the information and footnotes required by GAAP for complete financial statements. These statements have been prepared on a basis that is substantially consistent with the accounting principles applied to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.

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

Reclassifications

Certain amounts in the consolidated financial statements as of December 31, 2016 and for the three and six months ended June, 2016 have been reclassified to conform to the current presentation. The reclassifications have no effect on net income, comprehensive income or stockholders’ equity as previously reported.

Loans Held For Sale

Loans which are originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value determined on an aggregate basis. Valuation adjustments, if any, are recognized through a valuation allowance by charges to lower of cost or fair value provision. Loans held for sale are mostly comprised of SBA and commercial agriculture. The Company did not incur any lower of cost or fair value provision in the three and six months ended June 30, 2017 and 2016.

Loans Held for Investment and Interest and Fees from Loans

Loans are recognized at the principal amount outstanding, net of unearned income, loan participations and amounts charged off. Unearned income includes deferred loan origination fees reduced by loan origination costs. Unearned income on loans is amortized to interest income over the life of the related loan using the level yield method.

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

When loans are repaid, any remaining unamortized balances of unearned fees, deferred fees and costs and premiums and discounts paid on purchased loans are accounted for through interest income.

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Nonaccrual loans: For all loan types, when a borrower discontinues making payments as contractually required by the note, the Company must determine whether it is appropriate to continue to accrue interest. Generally, the Company places loans in a nonaccrual status and ceases recognizing interest income when the loan has become delinquent by more than 90 days or when Management determines that the full repayment of principal and collection of interest is unlikely. The Company may decide to continue to accrue interest on certain loans more than 90 days delinquent if they are well secured by collateral and in the process of collection. Other personal loans are typically charged off no later than 120 days delinquent.

For all loan types, when a loan is placed on nonaccrual status, all interest accrued but uncollected is reversed against interest income in the period in which the status is changed. Subsequent payments received from the customer are applied to principal and no further interest income is recognized until the principal has been paid in full or until circumstances have changed such that payments are again consistently received as contractually required. The Company occasionally recognizes income on a cash basis for non-accrual loans in which the collection of the remaining principal balance is not in doubt.

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

Troubled debt restructured loan (“TDR”): A TDR is a loan on which the Company, for reasons related to the borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. These concessions included but are not limited to term extensions, rate reductions and principal reductions. Forgiveness of principal is rarely granted and modifications for all classes of loans are predominately term extensions. A TDR loan is also considered impaired. Generally, a loan that is modified at an effective market rate of interest may no longer be disclosed as a troubled debt restructuring in years subsequent to the restructuring if it is not impaired based on the terms specified by the restructuring agreement.

Allowance for Loan Losses and Provision for Loan Losses

The Company maintains a detailed, systematic analysis and procedural discipline to determine the amount of the allowance for loan losses (“ALL”). The ALL is based on estimates and is intended to be appropriate to provide for probable losses inherent in the loan portfolio. This process involves deriving probable loss estimates that are based on migration analysis and historical loss rates, in addition to qualitative factors that are based on management’s judgment. The migration analysis and historical loss rate calculations are based on the annualized loss rates utilizing a twelve-quarter loss history. Migration analysis is utilized for the Commercial Real Estate (“CRE”), Commercial, Commercial Agriculture, Small Business Administration (“SBA”), Home Equity Line of Credit (“HELOC”), Single Family Residential, and Consumer portfolios. The historical loss rate method is utilized primarily for the Manufactured Housing portfolio. The migration analysis takes into account the risk rating of loans that are charged off in each loan category. Loans that are considered Doubtful are typically charged off. The following is a description of the characteristics of loan ratings. Loan ratings are reviewed as part of our normal loan monitoring process, but, at a minimum, updated on an annual basis.

Outstanding – This is the highest quality rating that is assigned to any loan in the portfolio. These loans are made to the highest quality borrowers with strong financial statements and unquestionable repayment sources. Collateral securing these types of credits are generally cash deposits in the bank or marketable securities held in custody.

Good – Loans rated in this category are strong loans, underwritten well, that bear little risk of loss to the Company. Loans in this category are loans to quality borrowers with very good financial statements that present an identifiable strong primary source and good secondary source of repayment. Generally, these credits are well collateralized by good quality and liquid assets or low loan to value market real estate.

Pass - Loans rated in this category are acceptable loans, appropriately underwritten, bearing an ordinary risk of loss to the Company. Loans in this category are loans to quality borrowers with financial statements presenting a good primary source as well as an adequate secondary source of repayment. In the case of individuals, borrowers with this rating are quality borrowers demonstrating a reasonable level of secure income, a net worth adequate to support the loan and presenting a good primary source as well as an adequate secondary source of repayment.

Watch – Acceptable credit that requires a temporary increase in attention by management. This can be caused by declines in sales, margins, liquidity or working capital. Generally the primary weakness is lack of current financial statements and industry issues.

Special Mention - A Special Mention loan has potential weaknesses that require management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution's credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

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Substandard - A Substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that jeopardize full collection of amounts due. They are characterized by the distinct possibility that the Company will sustain some loss if the borrower’s deficiencies are not corrected.

Doubtful - A loan classified Doubtful has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the loan, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans.

Loss - Loans classified Loss are considered uncollectible and of such little value that their continuance as bankable loans is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this loan even though partial recovery may be realized in the future. Losses are taken in the period in which they are considered uncollectible.

The Company’s ALL is maintained at a level believed appropriate by management to absorb known and inherent probable losses on existing loans. The allowance is charged for losses when management believes that full recovery on the loan is unlikely. The following is the Company’s policy regarding charging off loans.

Commercial, CRE and SBA Loans

Charge-offs on these loan categories are taken as soon as all or a portion of any loan balance is deemed to be uncollectible. A loan is considered impaired when, based on current information, it is probable that the Company will be unable to collect the scheduled payments of principal and/or interest under the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and/or interest payments. Loans that experience insignificant payment delays or payment shortfalls generally are not classified as impaired. Generally, loan balances are charged-down to the fair value of the collateral, if, based on a current assessment of the value, an apparent deficiency exists. In the event there is no perceived equity, the loan is charged-off in full. Unsecured loans which are delinquent over 90 days are also charged-off in full.

Single Family Real Estate, HELOC’s and Manufactured Housing Loans

Consumer loans and residential mortgages secured by one-to-four family residential properties, HELOC and manufactured housing loans in which principal or interest is due and unpaid for 90 days, are evaluated for impairment. Loan balances are charged-off to the fair value of the property, less estimated selling costs, if, based on a current appraisal, an apparent deficiency exists. In the event there is no perceived equity, the loan is generally fully charged-off.

Consumer Loans

All consumer loans (excluding real estate mortgages, HELOCs and savings secured loans) are charged-off or charged-down to net recoverable value before becoming 120 days or five payments delinquent.

The ALL calculation for the different loan portfolios is as follows:

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

Manufactured Housing – The ALL is calculated on the basis of loss history and risk rating, which is primarily a function of delinquency. In addition, the loss results are adjusted based upon qualitative factors that affect this specific portfolio.

The Company evaluates and individually assesses for impairment loans classified as substandard or doubtful in addition to loans either on nonaccrual, considered a TDR or when other conditions exist which lead management to review for possible impairment. Measurement of impairment on impaired loans is determined on a loan-by-loan basis and in total establishes a specific reserve for impaired loans. The amount of impairment is determined by comparing the recorded investment in each loan with its value measured by one of three methods:

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

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

The loan’s observable market price.

Interest income is not recognized on impaired loans except for limited circumstances in which a loan, although impaired, continues to perform in accordance with the loan contract and the borrower provides financial information to support maintaining the loan on accrual.

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

Another component of the ALL considers qualitative factors related to non-impaired loans. The qualitative portion of the allowance on each of the loan pools is based on changes in any of the following factors:

Concentrations of credit

International risk

Trends in volume, maturity, and composition of loans

Volume and trend in delinquency, nonaccrual, and classified assets

Economic conditions

Geographic distance

Policy and procedures or underwriting standards

Staff experience and ability

Value of underlying collateral

Competition, legal, or regulatory environment

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

Off Balance Sheet and Credit Exposure

In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the consolidated financial statements when they are funded. They involve, to varying degrees, elements of credit risk in excess of amounts recognized in the consolidated balance sheets. Losses would be experienced when the Company is contractually obligated to make a payment under these instruments and must seek repayment from the borrower, which may not be as financially sound in the current period as they were when the commitment was originally made. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company enters into credit arrangements that generally provide for the termination of advances in the event of a covenant violation or other event of default. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. The commitments are collateralized by the same types of assets used as loan collateral.

As with outstanding loans, the Company applies qualitative factors and utilization rates to its off-balance sheet obligations in determining an estimate of losses inherent in these contractual obligations. The estimate for loan losses on off-balance sheet instruments is included within other liabilities and the charge to income that establishes this liability is included in non-interest expense.

Foreclosed Real Estate and Repossessed Assets

Foreclosed real estate and other repossessed assets are recorded at fair value at the time of foreclosure less estimated costs to sell. Any excess of loan balance over the fair value less estimated costs to sell of the other assets is charged-off against the allowance for loan losses. Any excess of the fair value less estimated costs to sell over the loan balance is recorded as a loan loss recovery to the extent of the loan loss previously charged-off against the allowance for loan losses; and, if greater, recorded as a gain on foreclosed assets. Subsequent to the legal ownership date, the Company periodically performs a new valuation and the asset is carried at the lower of carrying amount or fair value less estimated costs to sell. Operating expenses or income, and gains or losses on disposition of such properties, are recorded in current operations.

Income Taxes

The Company uses the asset and liability method, which recognizes an asset or liability representing the tax effects of future deductible or taxable amounts that have been recognized in the consolidated financial statements. Due to tax regulations, certain items of income and expense are recognized in different periods for tax return purposes than for financial statement reporting. These items represent “temporary differences.” Deferred income taxes are recognized for the tax effect of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is established for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets may not be realized. Any interest or penalties assessed by the taxing authorities is classified in the financial statements as income tax expense. Deferred tax assets are included in other assets on the consolidated balance sheets.

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Management evaluates the Company’s deferred tax asset for recoverability using a consistent approach which considers the relative impact of negative and positive evidence, including the Company’s historical profitability and projections of future taxable income. The Company is required to establish a valuation allowance for deferred tax assets and record a charge to income if management determines, based on available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets may not be realized.

The Company is subject to the provisions of ASC 740, Income Taxes (“ASC 740”). ASC 740 prescribes a more likely than not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. On a quarterly basis, the Company evaluates income tax accruals in accordance with ASC 740 guidance on uncertain tax positions.

Earnings Per Share

Basic earnings per common share is computed using the weighted average number of common shares outstanding for the period divided into the net income. Diluted earnings per share include the effect of all dilutive potential common shares for the period. Potentially dilutive common shares include stock options and warrants.

Recent Accounting Pronouncements

In May 2014, the FASB issued guidance codified within ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers,” which amends the guidance in former Topic 605, Revenue Recognition. The new revenue recognition standard will supersede virtually all revenue guidance in U.S. GAAP, including industry specific guidance. The guidance in this Update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. ASU 2014-09 is effective for the Company for annual reporting periods beginning after December 15, 2016. In August 2015, this effective date was extended for the Company to December 15, 2017. The Company may elect to apply the amendments of this Update using one of the following two methods: 1) retrospectively to each prior reporting period presented or 2) retrospectively with the cumulative effect of initially applying this Update recognized at the date of initial application. The Company has made significant progress in evaluating the impact of the new standard on our revenue sources, and continues to evaluate its effect on our financial statement disclosures. The Company believes it is following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption of the standard effective the beginning of 2018 and does not expect the adoption of this standard to have a material impact on the Company’s Consolidated Financial Statements.

In January 2016, the FASB issued guidance codified within ASU 2016-01, “Financial Instruments – Overall, Subtopic 825-10: Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends certain guidance on classification and measurement of financial instruments. The update is intended to enhance the reporting model for financial instruments to provide users of financial instruments with more decision-useful information and addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. ASU 2016-01 is effective for the Company for annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of the provisions in this standard on the Company’s Consolidated Financial Statements. The adoption of this standard is not anticipated to have a material impact on the Company’s Consolidated Financial Statements.

In February 2016, the FASB amended its standards with respect to the accounting for leases. The amended guidance serves to replace all current U.S. GAAP guidance on this topic and requires that an operating lease be recognized on the statement of financial condition as a “right-to-use” asset along with a corresponding liability representing the rent obligation. Key aspects of current lessor accounting remain unchanged from existing guidance. This standard is expected to result in an increase to assets and liabilities recognized and, therefore, increase risk-weighted assets for regulatory capital purposes. The guidance requires the use of the modified retrospective transition approach for existing leases that have not expired before the date of initial application and will become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The standard is effective for the Company as of January 1, 2019. The Company is currently evaluating the impact of the amended guidance on the Company’s Consolidated Financial Statements and has not yet determined the effect of the standard on our ongoing financial reporting.

In March 2016, the FASB issued update guidance codified within ASU-2016-09, “Compensation – Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting,” which amends the guidance on certain aspects of share-based payments to employees. The new guidance will require entities to recognize all income tax effects of awards in the income statement when the awards vest or are settled. The guidance requires the use of the modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The standard was effective for the Company as of January 1, 2017. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

In June of 2016, the FASB issued update guidance codified within ASU-2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which amends the guidance for recognizing credit losses from an “incurred loss” methodology that delays recognition of credit losses until it is probable a loss has been incurred to an expected credit loss methodology. The guidance requires the use of the modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The standard is effective for the Company as of January 1, 2020. The Company is currently evaluating the impact of the amended guidance and has not yet determined the effect of the standard on its ongoing financial reporting.

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In March 2017, the FASB issued updated guidance codified within ASU-2017-08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20),” which is intended to enhance the accounting for the amortization of premiums for purchased callable debt securities. The standard is effective for the Company as of January 1, 2019. The Company does not believe the standard will have a material impact on the Company’s financials.

2. INVESTMENT SECURITIES

The amortized cost and estimated fair value of investment securities are as follows:

	June 30, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available-for-sale	(in thousands)
U.S. government agency notes	$	14,882	$	126	$	(17	)	$	14,991
U.S. government agency collateralized mortgage obligations ("CMO")		15,869		42		(71	)		15,840
Equity securities: Farmer Mac class A stock		66		67		-			133
Total	$	30,817	$	235	$	(88	)	$	30,964

Securities held-to-maturity
U.S. government agency mortgage backed securities ("MBS")	$	8,362	$	296	$	(84	)	$	8,573
Total	$	8,362	$	296	$	(84	)	$	8,573

	December 31, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available-for-sale	(in thousands)
U.S. government agency notes	$	5,634	$	-	$	(62	)	$	5,572
U.S. government agency collateralized mortgage obligations ("CMO")		17,031		48		(85	)		16,994
Equity securities: Farmer Mac class A stock		66		49		-			115
Total	$	22,731	$	97	$	(147	)	$	22,681

Securities held-to-maturity
U.S. government agency mortgage backed securities ("MBS")	$	9,002	$	298	$	(151	)	$	9,149
Total	$	9,002	$	298	$	(151	)	$	9,149

At June 30, 2017 and December 31, 2016, $39.3 million and $31.7 million of securities at carrying value, respectively, were pledged to the Federal Home Loan Bank (“FHLB”), as collateral for current and future advances.

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The maturity periods and weighted average yields of investment securities at the period ends indicated were as follows:

	June 30, 2017
	Less than One Year					One to Five Years					Five to Ten Years					Over Ten Years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Securities available-for-sale	(dollars in thousands)
U.S. government agency notes	$	2,000		2.6	%	$	1,897		1.3	%	$	11,094		1.7	%	$	-		-		$	14,991		1.8	%
U.S. government agency CMO		-		-			4,258		1.8	%		8,787		1.6	%		2,795		2.1	%		15,840		1.7	%
Farmer Mac class A stock		-		-			-		-			-		-			-		-			133		-
Total	$	2,000		2.6	%	$	6,155		1.6	%	$	19,881		1.7	%	$	2,795		2.1	%	$	30,964		1.8	%

Securities held-to-maturity
U.S. government agency MBS	$	-		-		$	3,004		3.3	%	$	5,358		3.1	%	$	-		0.0	%	$	8,362		3.2	%
Total	$	-		-		$	3,004		3.3	%	$	5,358		3.1	%	$	-		-		$	8,362		3.2	%

	December 31, 2016
	Less than One Year					One to Five Years					Five to Ten Years					Over Ten Years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Securities available-for-sale	(dollars in thousands)
U.S. government agency notes	$	1,973		2.6	%	$	1,963		0.8	%	$	1,636		1.3	%	$	-		-		$	5,572		1.6	%
U.S. government agency CMO		-		-			2,063		1.9	%		11,827		1.1	%		3,104		1.5	%		16,994		1.2	%
Farmer Mac class A stock		-		-			-		-			-		-			-		-			115		-
Total	$	1,973		2.6	%	$	4,026		1.4	%	$	13,463		1.1	%	$	3,104		1.5	%	$	22,681		1.3	%

Securities held-to-maturity
U.S. government agency MBS	$	-		-		$	797		5.0	%	$	5,531		3.2	%	$	2,674		2.5	%	$	9,002		3.2	%
Total	$	-		-		$	797		5.0	%	$	5,531		3.2	%	$	2,674		2.5	%	$	9,002		3.2	%

The amortized cost and fair value of investment securities by contractual maturities as of the periods presented were as shown below:

	June 30,				December 31,
	2017				2016
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Securities available-for-sale	(in thousands)
Due in one year or less	$	1,996	$	2,000	$	1,995	$	1,973
After one year through five years		6,165		6,155		4,027		4,026
After five years through ten years		19,765		19,881		13,508		13,463
After ten years		2,825		2,795		3,135		3,104
Farmer Mac class A stock		66		133		66		115
	$	30,817	$	30,964	$	22,731	$	22,681
Securities held-to-maturity
Due in one year or less	$	-	$	-	$	-	$	-
After one year through five years		3,004		3,180		797		864
After five years through ten years		5,358		5,393		5,531		5,762
After ten years		-		-		2,674		2,523
	$	8,362	$	8,573	$	9,002	$	9,149

Actual maturities may differ from contractual maturities as borrowers or issuers have the right to prepay or call the investment securities. Changes in interest rates may also impact prepayments.

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The following tables show all securities that are in an unrealized loss position:

	June 30, 2017
	Less Than Twelve Months				More Than Twelve Months				Total
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Securities available-for-sale	(in thousands)
U.S. government agency notes	$	11	$	1,897	$	6	$	1,630	$	17	$	3,527
U.S. government agency CMO		5		2,006		66		4,884		71		6,890
Equity securities: Farmer Mac class A stock		-		-		-		-		-		-
	$	16	$	3,903	$	72	$	6,514	$	88	$	10,417
Securities held-to-maturity
U.S. Government-agency MBS	$	84	$	2,558	$	-	$	-	$	84	$	2,558
Total	$	84	$	2,558	$	-	$	-	$	84	$	2,558

	December 31, 2016
	Less Than Twelve Months				More Than Twelve Months				Total
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Securities available-for-sale	(in thousands)
U.S. government agency notes	$	29	$	3,936	$	33	$	1,636	$	62	$	5,572
U.S. government agency CMO		35		7,930		50		1,601		85		9,531
Equity securities: Farmer Mac class A stock		-		-		-		-		-		-
	$	64	$	11,866	$	83	$	3,237	$	147	$	15,103
Securities held-to-maturity
U.S. Government-agency MBS	$	151	$	3,312	$	-	$	-	$	151	$	3,312
Total	$	151	$	3,312	$	-	$	-	$	151	$	3,312

As of June 30, 2017 and December 31, 2016, there were 11 and 17 securities, respectively, in an unrealized loss position. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers, among other things (i) the length of time and the extent to which the fair value has been less than cost (ii) the financial condition and near-term prospects of the issuer and (iii) the Company’s intent to sell an impaired security and if it is not more likely than not it will be required to sell the security before the recovery of its amortized basis.

The unrealized losses are primarily due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the bonds approach their maturity date, repricing date or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. Accordingly, as of June 30, 2017 and December 31, 2016, management believes the impairments detailed in the table above are temporary and no other-than-temporary impairment loss has been realized in the Company’s consolidated income statements.

3. LOANS HELD FOR SALE

SBA and Agriculture Loans

As of June 30, 2017 and December 31, 2016, the Company had approximately $25.4 million and $26.5 million, respectively, of SBA loans included in loans held for sale. As of June 30, 2017 and December 31, 2016, the principal balance of SBA loans serviced for others was $11.6 million and $14.2 million, respectively.

The Company’s agricultural lending program includes loans for agricultural land, agricultural operational lines, and agricultural term loans for crops, equipment and livestock. The primary products are supported by guarantees issued from the USDA, FSA, and the USDA Business and Industry loan program.

As of June 30, 2017 and December 31, 2016, the Company had $35.5 million and $34.9 million of USDA loans included in loans held for sale, respectively. As of June 30, 2017 and December 31, 2016, the principal balance of USDA loans serviced for others was $1.2 million.

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4. LOANS HELD FOR INVESTMENT

The composition of the Company’s loans held for investment loan portfolio follows:

	June 30,			December 31,
	2017			2016
	(in thousands)
Manufactured housing	$	209,119		$	194,222
Commercial real estate		317,793			272,142
Commercial		76,120			70,369
SBA		9,401			10,164
HELOC		9,973			10,292
Single family real estate		10,160			12,750
Consumer		34			87
		632,600			570,026
Allowance for loan losses		(7,994	)		(7,464	)
Deferred fees, net		(575	)		(453	)
Discount on SBA loans		(128	)		(170	)
Total loans held for investment, net	$	623,903		$	561,939

The following table presents the contractual aging of the recorded investment in past due held for investment loans by class of loans:

	June 30, 2017
	Current		30-59 Days* Past Due		60-89 Days* Past Due		Over 90 Days* Past Due		Total Past Due		Nonaccrual		Total		Recorded Investment Over 90 Days and Accruing
	(in thousands)
Manufactured housing	$	208,475	$	39	$	-	$	45	$	84	$	560	$	209,119	$	45
Commercial real estate:
Commercial real estate		250,448		-		-		-		-		144		250,592		-
SBA 504 1st trust deed		26,124		-		-		-		-		203		26,327		-
Land		2,968		-		-		-		-		-		2,968		-
Construction		37,906		-		-		-		-		-		37,906		-
Commercial		74,340		-		-		-		-		1,780		76,120		-
SBA		8,694		-		-		-		-		707		9,401		-
HELOC		9,710		-		-		-		-		263		9,973		-
Single family real estate		9,976		-		-		-		-		184		10,160		-
Consumer		34		-		-		-		-		-		34		-
Total	$	628,675	$	39	$	-	$	45	$	84	$	3,841	$	632,600	$	45

* Table reports past dues based on Call Report definitions of number of payments past due.

	December 31, 2016
	Current		30-59 Days* Past Due		60-89 Days* Past Due		Over 90 Days* Past Due		Total Past Due		Nonaccrual		Total		Recorded Investment Over 90 Days and Accruing
	(in thousands)
Manufactured housing	$	193,258	$	164	$	-	$	-	$	164	$	800	$	194,222	$	-
Commercial real estate:
Commercial real estate		214,248		-		-		-		-		141		214,389		-
SBA 504 1st trust deed		23,167		-		-		-		-		712		23,879		-
Land		3,167		-		-		-		-		-		3,167		-
Construction		30,707		-		-		-		-		-		30,707		-
Commercial		70,337		1		-		-		1		31		70,369		-
SBA		9,275		-		21		-		21		868		10,164		-
HELOC		9,919		-		-		-		-		373		10,292		-
Single family real estate		12,558		-		-		-		-		192		12,750		-
Consumer		87		-		-		-		-		-		87		-
Total	$	566,723	$	165	$	21	$	-	$	186	$	3,117	$	570,026	$	-

* Table reports past dues based on Call Report definitions of number of payments past due.

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Allowance for Loan Losses

The following table summarizes the changes in the allowance for loan losses:

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(in thousands)
Beginning balance	$	7,785		$	6,819		$	7,464		$	6,916
Charge-offs		(52	)		(51	)		(170	)		(62	)
Recoveries		141			199			436			360
Net recoveries		89			148			266			298
Provision (credit)		120			61			264			(186	)
Ending balance	$	7,994		$	7,028		$	7,994		$	7,028

As of June 30, 2017 and December 31, 2016, the Company had reserves for credit losses on undisbursed loans of $99,000 and $125,000, respectively, which were included in other liabilities.

The following tables summarize the changes in the allowance for loan losses by portfolio type:

	For the Three Months Ended June 30,
	Manufactured Housing			Commercial Real Estate		Commercial		SBA			HELOC			Single Family Real Estate			Consumer		Total
2017	(in thousands)
Beginning balance	$	2,160		$	4,138	$	1,184	$	101		$	101		$	101		$	-	$	7,785
Charge-offs		(15	)		-		-		(16	)		-			(21	)		-		(52	)
Recoveries		65			-		68		5			2			1			-		141
Net (charge-offs) recoveries		50			-		68		(11	)		2			(20	)		-		89
Provision (credit)		(86	)		194		10		1			(5	)		6			-		120
Ending balance	$	2,124		$	4,332	$	1,262	$	91		$	98		$	87		$	-	$	7,994

2016
Beginning balance	$	3,431		$	1,900	$	966	$	376		$	42		$	103		$	1	$	6,819
Charge-offs		(41	)		-		-		(10	)		-			-			-		(51	)
Recoveries		1			-		53		70			6			69			-		199
Net (charge-offs) recoveries		(40	)		-		53		60			6			69			-		148
Provision (credit)		(1,203	)		1,178		232		(114	)		14			(46	)		-		61
Ending balance	$	2,188		$	3,078	$	1,251	$	322		$	62		$	126		$	1	$	7,028

	For The Six Months Ended June 30,
	Manufactured Housing			Commercial Real Estate		Commercial			SBA			HELOC			Single Family Real Estate			Consumer			Total
2017	(in thousands)
Beginning balance	$	2,201		$	3,707	$	1,241		$	106		$	100		$	109		$	-		$	7,464
Charge-offs		(119	)		-		-			(30	)		-			(21	)		-			(170	)
Recoveries		68			227		72			64			4			1			-			436
Net (charge-offs) recoveries		(51	)		227		72			34			4			(20	)		-			266
Provision (credit)		(26	)		398		(51	)		(49	)		(6	)		(2	)		-			264
Ending balance	$	2,124		$	4,332	$	1,262		$	91		$	98		$	87		$	-		$	7,994

2016
Beginning balance	$	3,525		$	1,853	$	939		$	451		$	43		$	103		$	2		$	6,916
Charge-offs		(41	)		-		-			(21	)		-			-			-			(62	)
Recoveries		5			13		80			184			8			70			-			360
Net (charge-offs) recoveries		(36	)		13		80			163			8			70			-			298
Provision (credit)		(1,301	)		1,212		232			(292	)		11			(47	)		(1	)		(186	)
Ending balance	$	2,188		$	3,078	$	1,251		$	322		$	62		$	126		$	1		$	7,028

The following tables present impairment method information related to loans and allowance for loan losses by loan portfolio segment:

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	Manufactured Housing		Commercial Real Estate		Commercial		SBA		HELOC		Single Family Real Estate		Consumer		Total Loans
Loans Held for Investment as of June 30, 2017:	(in thousands)
Recorded Investment:
Impaired loans with an allowance recorded	$	5,821	$	591	$	3,363	$	54	$	42	$	2,019	$	-	$	11,890
Impaired loans with no allowance recorded		2,563		10		2,031		707		221		184		-		5,716
Total loans individually evaluated for impairment		8,384		601		5,394		761		263		2,203		-		17,606
Loans collectively evaluated for impairment		200,735		317,192		70,726		8,640		9,710		7,957		34		614,994
Total loans held for investment	$	209,119	$	317,793	$	76,120	$	9,401	$	9,973	$	10,160	$	34	$	632,600
Unpaid Principal Balance
Impaired loans with an allowance recorded	$	5,827	$	683	$	3,363	$	54	$	55	$	2,019	$	-	$	12,001
Impaired loans with no allowance recorded		4,025		12		2,038		1,030		249		223		-		7,577
Total loans individually evaluated for impairment		9,852		695		5,401		1,084		304		2,242		-		19,578
Loans collectively evaluated for impairment		200,735		317,192		70,726		8,640		9,710		7,957		34		614,994
Total loans held for investment	$	210,587	$	317,887	$	76,127	$	9,724	$	10,014	$	10,199	$	34	$	634,572
Related Allowance for Credit Losses
Impaired loans with an allowance recorded	$	453	$	12	$	147	$	-	$	-	$	25	$	-	$	637
Impaired loans with no allowance recorded		-		-		-		-		-		-		-		-
Total loans individually evaluated for impairment		453		12		147		-		-		25		-		637
Loans collectively evaluated for impairment		1,671		4,320		1,115		91		98		62		-		7,357
Total loans held for investment	$	2,124	$	4,332	$	1,262	$	91	$	98	$	87	$	-	$	7,994

	Manufactured Housing		Commercial Real Estate		Commercial		SBA		HELOC		Single Family Real Estate		Consumer		Total Loans
Loans Held for Investment as of December 31, 2016:	(in thousands)
Recorded Investment:
Impaired loans with an allowance recorded	$	6,065	$	1,112	$	3,749	$	70	$	45	$	2,039	$	-	$	13,080
Impaired loans with no allowance recorded		2,846		-		31		1,067		328		191		-		4,463
Total loans individually evaluated for impairment		8,911		1,112		3,780		1,137		373		2,230		-		17,543
Loans collectively evaluated for impairment		185,311		271,030		66,589		9,027		9,919		10,520		87		552,483
Total loans held for investment	$	194,222	$	272,142	$	70,369	$	10,164	$	10,292	$	12,750	$	87	$	570,026
Unpaid Principal Balance
Impaired loans with an allowance recorded	$	6,133	$	1,253	$	3,749	$	70	$	57	$	2,039	$	-	$	13,301
Impaired loans with no allowance recorded		4,369		-		31		1,538		348		226		-		6,512
Total loans individually evaluated for impairment		10,502		1,253		3,780		1,608		405		2,265		-		19,813
Loans collectively evaluated for impairment		185,311		271,030		66,589		9,027		9,919		10,520		87		552,483
Total loans held for investment	$	195,813	$	272,283	$	70,369	$	10,635	$	10,324	$	12,785	$	87	$	572,296
Related Allowance for Credit Losses
Impaired loans with an allowance recorded	$	548	$	17	$	165	$	-	$	1	$	28	$	-	$	759
Impaired loans with no allowance recorded		-		-		-		-		-		-		-		-
Total loans individually evaluated for impairment		548		17		165		-		1		28		-		759
Loans collectively evaluated for impairment		1,653		3,690		1,076		106		99		81		-		6,705
Total loans held for investment	$	2,201	$	3,707	$	1,241	$	106	$	100	$	109	$	-	$	7,464

Included in impaired loans are $2.1 million and $1.0 million of loans guaranteed by government agencies at June 30, 2017 and December 31, 2016, respectively. A valuation allowance is established for an impaired loan when the fair value of the loan is less than the recorded investment. In certain cases, portions of impaired loans are charged-off to realizable value instead of establishing a valuation allowance and are included, when applicable in the table below as “Impaired loans without specific valuation allowance under ASC 310.” The valuation allowance disclosed above is included in the allowance for loan losses reported in the consolidated balance sheets as of June 30, 2017 and December 31, 2016.

The table below reflects recorded investment in loans classified as impaired:

	June 30,		December 31,
	2017		2016
	(in thousands)
Impaired loans with a specific valuation allowance under ASC 310	$	11,890	$	13,080
Impaired loans without a specific valuation allowance under ASC 310		5,716		4,463
Total impaired loans	$	17,606	$	17,543
Valuation allowance related to impaired loans	$	637	$	759

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The following table summarizes impaired loans by class of loans:

	June 30,		December 31,
	2017		2016
	(in thousands)
Manufactured housing	$	8,384	$	8,911
Commercial real estate :
Commercial real estate		143		142
SBA 504 1st trust deed		458		970
Land		-		-
Construction		-		-
Commercial		5,394		3,780
SBA		761		1,137
HELOC		263		373
Single family real estate		2,203		2,230
Total	$	17,606	$	17,543

The following tables summarize average investment in impaired loans by class of loans and the related interest income recognized:

	Three Months Ended June 30,
	2017				2016
	Average Investment in Impaired Loans		Interest Income		Average Investment in Impaired Loans		Interest Income
	(in thousands)
Manufactured housing	$	7,738	$	162	$	8,883	$	140
Commercial real estate:
Commercial real estate		124		-		883		-
SBA 504 1st trust deed		642		5		1,753		5
Land		-		-		-		-
Construction		-		-		-		-
Commercial		4,155		50		3,072		57
SBA		868		1		513		11
HELOC		331		-		314		3
Single family real estate		1,983		25		2,270		28
Consumer		-		-		-		-
Total	$	15,841	$	243	$	17,688	$	244

	Six Months Ended June 30,
	2017				2016
	Average Investment in Impaired Loans		Interest Income		Average Investment in Impaired Loans		Interest Income
	(in thousands)
Manufactured housing	$	7,683	$	314	$	8,796	$	325
Commercial real estate:
Commercial real estate		126		-		872		3
SBA 504 1st		566		10		1,576		28
Land		-		-		-		-
Construction		-		-		-		-
Commercial		4,392		101		3,239		99
SBA		808		2		442		56
HELOC		300		-		390		7
Single family real estate		1,985		50		2,264		57
Consumer		-		-		-		-
Total	$	15,860	$	477	$	17,579	$	575

The Company is not committed to lend additional funds on these impaired loans.

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

	June 30,			December 31,
	2017			2016
	(in thousands)
Nonaccrual loans	$	3,841		$	3,117
Government guaranteed portion of loans included above	$	1,853		$	742

Troubled debt restructured loans, gross	$	3,802		$	14,437
Loans 30 through 89 days past due with interest accruing	$	39		$	-
Loans 90 days or more past due with interest accruing	$	45		$	-
Allowance for loan losses to gross loans held for investment		1.27	%		1.31	%

The accrual of interest is discontinued when substantial doubt exists as to collectability of the loan; generally at the time the loan is 90 days delinquent. Any unpaid but accrued interest is reversed at that time. Thereafter, interest income is no longer recognized on the loan. Interest income may be recognized on impaired loans to the extent they are not past due by 90 days. Interest on nonaccrual loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Foregone interest on nonaccrual and TDR loans for the three months ended June 30, 2017 and 2016 was $0.1 million. Foregone interest on nonaccrual and TDR loans for the six months ended June 30, 2017 and 2016 was $0.2 million.

The following table presents the composition of nonaccrual loans by class of loans:

	June 30,		December 31,
	2017		2016
	(in thousands)
Manufactured housing	$	560	$	800
Commercial real estate:
Commercial real estate		144		141
SBA 504 1st trust deed		203		712
Land		-		-
Construction		-		-
Commercial		1,780		31
SBA		707		868
HELOC		263		373
Single family real estate		184		192
Consumer		-		-
Total	$	3,841	$	3,117

Included in nonaccrual loans are $1.9 million of loans guaranteed by government agencies at June 30, 2017 and $0.7 million at December 31, 2016.

The guaranteed portion of each SBA loan is repurchased from investors when those loans become past due 120 days by either CWB or the SBA directly. After the foreclosure and collection process is complete, the principal balance of loans repurchased by CWB are reimbursed by the SBA. Although these balances do not earn interest during this period, they generally do not result in a loss of principal to CWB; therefore a repurchase reserve has not been established related to these loans.

The Company utilizes an internal asset classification system as a means of reporting problem and potential problem loans. Under the Company’s risk rating system, the Company classifies problem and potential problem loans as “Special Mention,” “Substandard,” “Doubtful” and “Loss”. For a detailed discussion on these risk classifications see “Note 1 Summary of Significant Accounting Policies - Allowance for Loan Losses and Provision for Loan Losses” of this Form 10-Q. Loans that do not currently expose the Company to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses that deserve management’s close attention are deemed to be Special Mention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution's credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Risk ratings are updated as part of our normal loan monitoring process, at a minimum, annually.

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The following tables present gross loans by risk rating:

	June 30, 2017
	Pass		Special Mention		Substandard		Doubtful		Total
	(in thousands)
Manufactured housing	$	206,972	$	-	$	2,147	$	-	$	209,119
Commercial real estate:
Commercial real estate		250,448		-		144		-		250,592
SBA 504 1st trust deed		25,627		-		700		-		26,327
Land		2,968		-		-		-		2,968
Construction		30,941		1,690		5,275		-		37,906
Commercial		73,062		905		637		-		74,604
SBA		7,749		105		350		-		8,204
HELOC		9,463		-		510		-		9,973
Single family real estate		9,971		-		189		-		10,160
Consumer		34		-		-		-		34
Total, net		617,235		2,700		9,952		-		629,887
Government guarantee		-		-		2,713		-		2,713
Total	$	617,235	$	2,700	$	12,665	$	-	$	632,600

	December 31, 2016
	Pass		Special Mention		Substandard		Doubtful		Total
	(in thousands)
Manufactured housing	$	191,784	$	-	$	2,438	$	-	$	194,222
Commercial real estate:
Commercial real estate		212,259		1,988		142		-		214,389
SBA 504 1st trust deed		22,664		-		1,215		-		23,879
Land		3,167		-		-		-		3,167
Construction		30,707		-		-		-		30,707
Commercial		63,002		7,268		99		-		70,369
SBA		8,297		108		389				8,794
HELOC		9,671		-		621		-		10,292
Single family real estate		12,553		-		197		-		12,750
Consumer		87		-		-		-		87
Total, net	$	554,191	$	9,364	$	5,101	$	-	$	568,656
Government guarantee		-		-		1,370		-		1,370
Total	$	554,191	$	9,364	$	6,471	$	-	$	570,026

Troubled Debt Restructured Loan (TDR)

A TDR is a loan on which the bank, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the bank would not otherwise consider. The loan terms that have been modified or restructured due to a borrower’s financial situation include, but are not limited to, a reduction in the stated interest rate, an extension of the maturity or renewal of the loan at an interest rate below current market, a reduction in the face amount of the debt, a reduction in the accrued interest, extensions, deferrals, renewals and rewrites. The majority of the bank’s modifications are extensions in terms or deferral of payments which result in no lost principal or interest followed by reductions in interest rates or accrued interest. A TDR is also considered impaired. Generally, a loan that is modified at an effective market rate of interest may no longer be disclosed as a troubled debt restructuring in years subsequent to the restructuring if it is not impaired based on the terms specified by the restructuring agreement.

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The following tables summarize the financial effects of TDR loans by loan class for the periods presented:

	For the Three Months Ended June 30, 2017
	Number of Loans		Pre- Modification Recorded Investment		Post Modification Recorded Investment		Balance of Loans with Rate Reduction		Balance of Loans with Term Extension		Effect on Allowance for Loan Losses
	(dollars in thousands)
Manufactured housing		4	$	189	$	189	$	189	$	189	$	6
Total		4	$	189	$	189	$	189	$	189	$	6

	For the Six Months Ended June 30, 2017
	Number of Loans		Pre- Modification Recorded Investment		Post Modification Recorded Investment		Balance of Loans with Rate Reduction		Balance of Loans with Term Extension		Effect on Allowance for Loan Losses
	(dollars in thousands)
Manufactured housing		7	$	444	$	444	$	444	$	444	$	21
Commercial		1		88		88		-		88		2
SBA		1		17		17		-		17		1
Total		9	$	549	$	549	$	444	$	549	$	24

	For the Three Months Ended June 30, 2016
	Number of Loans		Pre- Modification Recorded Investment		Post Modification Recorded Investment		Balance of Loans with Rate Reduction		Balance of Loans with Term Extension		Effect on Allowance for Loan Losses
	(dollars in thousands)
Manufactured housing		2	$	141	$	141	$	141	$	141	$	9
SBA		1		92		92		-		92		-
HELOC		1		257		257		-		257		-
Single family real estate		1		105		105		105		105		7
Commercial		2		616		616		-		616		7
Total		7	$	1,211	$	1,211	$	246	$	1,211	$	23

	For the Six Months Ended June 30, 2016
	Number of Loans		Pre- Modification Recorded Investment		Post Modification Recorded Investment		Balance of Loans with Rate Reduction		Balance of Loans with Term Extension		Effect on Allowance for Loan Losses
	(dollars in thousands)
Manufactured housing		10	$	884	$	884	$	884	$	884	$	58
SBA		1		92		92		-		92		-
HELOC		1		257		257		-		257		-
Single family real estate		1		105		105		105		105		7
Commercial		3		718		718		-		718		7
Total		16	$	2,056	$	2,056	$	989	$	2,056	$	72

The average rate concessions were 94 basis points and 96 basis points, respectively, for the three and six months ended June 30, 2017 and 43 basis points and 69 basis points for the three and six months ended June 30, 2016. The average term extension in months was 180 and 142 for the second quarter and year-to-date 2017, and 98 and 135 for the second quarter and year-to-date 2016, respectively.

A TDR loan is deemed to have a payment default when the borrower fails to make two consecutive payments or the collateral is transferred to repossessed assets. The Company had no TDR’s with payment defaults for the three or six months ended June 30, 2017 or 2016.

At June 30, 2017 there were no material loan commitments outstanding on TDR loans.

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5. OTHER ASSETS ACQUIRED THROUGH FORECLOSURE

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

		Three Months Ended June 30,						Six Months Ended June 30,
		2017			2016			2017			2016
	(in thousands)
Balance, beginning of period		$	145		$	176		$	137		$	198
Additions			252			51			370			165
Proceeds from dispositions			(135	)		(89	)		(243	)		(227	)
Gains on sales, net			100			(9	)		98			(7	)
Balance, end of period		$	362		$	129		$	362		$	129

6. FAIR VALUE MEASUREMENT

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

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

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

Level 3— Model-based techniques where all significant assumptions are not observable, either directly or indirectly, in the market. These unobservable assumptions reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques may include use of discounted cash flow models and similar techniques.

The availability of observable inputs varies based on the nature of the specific financial instrument. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. When market assumptions are available, ASC 820 requires the Company to make assumptions regarding the assumptions that market participants would use to estimate the fair value of the financial instrument at the measurement date.

FASB ASC 825, Financial Instruments (“ASC 825”) requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value.

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction at June 30, 2017 and December 31, 2016. The estimated fair value amounts for June 30, 2017 and December 31, 2016 have been measured as of period-end, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those dates. As such, the estimated fair values of these financial instruments subsequent to the reporting date may be different than the amounts reported at the period-end.

This information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only required for a limited portion of the Company’s assets and liabilities.

Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimate, comparisons between the Company’s disclosures and those of other companies or banks may not be meaningful.

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The following tables summarize the fair value of assets measured on a recurring basis:

	Fair Value Measurements at the End of the Reporting Period Using:
June 30, 2017	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
Assets:	(in thousands)
Investment securities available-for-sale	$	133	$	30,831	$	-	$	30,964
Interest only strips		-		-		103		103
Servicing assets		-		-		122		122
	$	133	$	30,831	$	225	$	31,189

	Fair Value Measurements at the End of the Reporting Period Using:
December 31, 2016	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
Assets:	(in thousands)
Investment securities available-for-sale	$	115	$	22,566	$	-	$	22,681
Interest only strips		-		-		119		119
Servicing assets		-		-		158		158
	$	115	$	22,566	$	277	$	22,958

Market valuations of our investment securities which are classified as level 2 are provided by an independent third party. The fair values are determined by using several sources for valuing fixed income securities. Their techniques include pricing models that vary based on the type of asset being valued and incorporate available trade, bid and other market information. In accordance with the fair value hierarchy, the market valuation sources include observable market inputs and are therefore considered Level 2 inputs for purposes of determining the fair values.

On certain SBA loan sales, the Company retained interest only strip assets (‘I/O strips”) which represent the present value of excess net cash flows generated by the difference between (a) interest at the stated rate paid by borrowers and (b) the sum of (i) pass-through interest paid to third-party investors and (ii) contractual servicing fees. I/O strips are classified as Level 3 in the fair value hierarchy. The fair value is determined on a quarterly basis through a discounted cash flow analysis prepared by an independent third party using industry prepayment speeds. I/O strip valuation adjustments are recorded as additions or offsets to loan servicing income.

Historically, the Company has elected to use the amortizing method for the treatment of servicing assets and has measured for impairment on a quarterly basis through a discounted cash flow analysis prepared by an independent third party using industry prepayment speeds. In connection with the sale of certain SBA and USDA loans the Company recorded servicing assets and elected to measure those assets at fair value in accordance with ASC 825-10. Significant assumptions in the valuation of servicing assets include estimated loan repayment rates, the discount rate, and servicing costs, among others. Servicing assets are classified as Level 3 measurements due to the use of significant unobservable inputs, as well as significant management judgment and estimation.

The Company also has assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets include loans held for sale, foreclosed real estate and repossessed assets and certain loans that are considered impaired per generally accepted accounting principles.

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The following summarizes the fair value measurements of assets measured on a non-recurring basis:

	Fair Value Measurements at the End of the Reporting Period Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Active Markets for Similar Assets (Level 2)		Unobservable Inputs (Level 3)
	(in thousands)
As of June 30, 2017:
Impaired loans	$	3,526	$	-	$	3,526	$	-
Foreclosed real estate and repossessed assets		362		-		362		-
	$	3,888	$	-	$	3,888	$	-

As of December 31, 2016:
Impaired loans	$	2,008	$	-	$	2,008	$	-
Foreclosed real estate and repossessed assets		137		-		137		-
	$	2,145	$	-	$	2,145	$	-

The Company records certain loans at fair value on a non-recurring basis. When a loan is considered impaired an allowance for a loan loss is established. The fair value measurement and disclosure requirement applies to loans measured for impairment using the practical expedients method permitted by accounting guidance for impaired loans. Impaired loans are measured at an observable market price, if available or at the fair value of the loan’s collateral, if the loan is collateral dependent. The fair value of the loan’s collateral is determined by appraisals or independent valuation. When the fair value of the loan’s collateral is based on an observable market price or current appraised value, given the current real estate markets, the appraisals may contain a wide range of values and accordingly, the Company classifies the fair value of the impaired loans as a non-recurring valuation within Level 2 of the valuation hierarchy. For loans in which impairment is determined based on the net present value of cash flows, the Company classifies these as a non-recurring valuation within Level 3 of the valuation hierarchy.

Foreclosed real estate and repossessed assets are carried at the lower of book value or fair value less estimated costs to sell. Fair value is based upon independent market prices obtained from certified appraisers or the current listing price, if lower. When the fair value of the collateral is based on a current appraised value, the Company reports the fair value of the foreclosed collateral as non-recurring Level 2. When a current appraised value is not available or if management determines the fair value of the collateral is further impaired, the Company reports the foreclosed collateral as non-recurring Level 3.

FAIR VALUES OF FINANCIAL INSTRUMENTS

The estimated fair values of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The estimated fair value of the Company’s financial instruments are as follows:

	June 30, 2017
	Carrying Amount		Fair Value
	Carrying Amount		Level 1		Level 2		Level 3		Total
Financial assets:	(in thousands)
Cash and cash equivalents	$	38,004	$	38,004	$	-	$	-	$	38,004
FRB and FHLB stock		3,720		-		3,720		-		3,720
Investment securities		39,326		133		39,404		-		39,537
Loans, net		684,836		-		675,047		10,266		685,313
Financial liabilities:
Deposits		670,280		-		670,351		-		670,351
Other borrowings		41,800		-		41,788		-		41,788

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	December 31, 2016
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:	(in thousands)
Cash and cash equivalents	$	34,116	$	34,116	$	-	$	-	$	34,116
FRB and FHLB stock		3,443		-		3,443		-		3,443
Investment securities		31,683		115		31,715		-		31,830
Loans, net		623,355		-		599,919		14,775		614,694
Financial liabilities:
Deposits		612,236		-		612,215		-		612,215
Other borrowings		29,000		-		28,999		-		28,999

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

Cash and cash equivalents

The carrying amounts reported in the consolidated balance sheets for cash and due from banks approximate their fair value.

Money market investments

The carrying amounts reported in the consolidated balance sheets for money market investments approximate their fair value.

Investment securities

The fair value of Farmer Mac class A stock is based on quoted market prices and are categorized as Level 1 of the fair value hierarchy.

The fair value of other investment securities were determined based on matrix pricing. Matrix pricing is a mathematical technique that utilizes observable market inputs including, for example, yield curves, credit ratings and prepayment speeds. Fair values determined using matrix pricing are generally categorized as Level 2 in the fair value hierarchy.

Federal Reserve Stock and Federal Home Loan Bank Stock

CWB is a member of the FHLB system and maintains an investment in capital stock of the FHLB. CWB also maintain an investment in capital stock of the Federal Reserve Bank (“FRB”). These investments are carried at cost since no ready market exists for them, and they have no quoted market value. The Company conducts a periodic review and evaluation of our FHLB stock to determine if any impairment exists. The fair values have been categorized as Level 2 in the fair value hierarchy.

Loans Held for Sale

Loans held for sale are carried at the lower of cost or fair value. The fair value of loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics or based on the agreed-upon sale price. As such, the Company classifies the fair value of loans held for sale as a non-recurring valuation within Level 2 of the fair value hierarchy. At June 30, 2017 and December 31 2016, the Company had loans held for sale with an aggregate carrying value of $60.9 million and $61.4 million respectively.

Loans

Fair value for loans is estimated based on discounted cash flows using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality with adjustments that the Company believes a market participant would consider in determining fair value based on a third party independent valuation. As a result, the fair value for loans is categorized as Level 2 in the fair value hierarchy. Fair values of impaired loans using a discounted cash flow method to measure impairment have been categorized as Level 3.

Deposits

The amount payable at demand at report date is used to estimate the fair value of demand and savings deposits. The estimated fair values of fixed-rate time deposits are determined by discounting the cash flows of segments of deposits that have similar maturities and rates, utilizing a discount rate that approximates the prevailing rates offered to depositors as of the measurement date. The fair value measurement of deposit liabilities is categorized as Level 2 in the fair value hierarchy.

Federal Home Loan Bank advances and other borrowings

The fair values of the Company’s borrowings are estimated using discounted cash flow analyses, based on the market rates for similar types of borrowing arrangements. The FHLB advances have been categorized as Level 2 in the fair value hierarchy.

Off-balance sheet instruments

Fair values for the Company’s off-balance sheet instruments (lending commitments and standby letters of credit) are based on quoted fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing.

There were no standby letters of credit outstanding at June 30, 2017 or at December 31, 2016. Unfunded loan commitments at June 30, 2017 and December 31, 2016 were $70.2 million and $82.9 million, respectively.

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7. OTHER BORROWINGS

Federal Home Loan Bank Advances – The Company through the bank has a blanket lien credit line with the FHLB. FHLB advances are collateralized in the aggregate by CWB’s eligible loans and securities. Total FHLB advances were $40.0 million and $25.0 million at June 30, 2017 and December 31, 2016, respectively, borrowed at a fixed rates. The Company also had $125.0 million of letters of credit with FHLB at June 30, 2017 to secure public funds. At June 30, 2017, CWB had pledged to the FHLB, $39.2 million of securities and $198.3 million of loans. At June 30, 2017, CWB had $71.5 million available for additional borrowing. At December 31, 2016, CWB had pledged to the FHLB, $31.7 million of securities and $161.3 million of loans. At December 31, 2016, CWB had $56.8 million available for additional borrowing. Total FHLB interest expense for the three months ended June 30, 2017 and 2016 was $63,000 and $7,000, respectively. Total FHLB interest expense for the six months ended June 30, 2017 and 2016 was $98,000 and $14,000, respectively.

Federal Reserve Bank – The Company has established a credit line with the FRB. Advances are collateralized in the aggregate by eligible loans for up to 28 days. There were no outstanding FRB advances as of June 30, 2017 and December 31, 2016. Available borrowing capacity was $100.6 million and $95.1 million as of June 30, 2017 and December 31, 2016, respectively.

Federal Funds Purchased Lines – The Company has federal funds borrowing lines at correspondent banks totaling $20.0 million. There was no amount outstanding as of June 30, 2017 and December 31, 2016.

Line of Credit - In October of 2015, the Company entered into a one year revolving line of credit agreement for up to $10.0 million. The Company must maintain a compensating deposit with the lender of 25% of the outstanding principal balance in a non-interest-bearing deposit account which was $0.5 million and $1.0 million at June 30, 2017 and December 31, 2016, respectively. In addition, the Company must maintain a minimum debt service coverage ratio of 1.65, a minimum Tier 1 leverage ratio of 7.0% and a minimum total risked based capital ratio of 10.0%. The Company incurred a quarterly unused commitment fee of 50 basis points per annum on the average available balance. The outstanding balance of the revolving line of credit converted to a 5-year amortizing term loan on October 31, 2016 with a maturity date of October 31, 2021. At June 30, 2017, the balance was $1.8 million at a rate of 4.81%. Subsequent to June 30, 2017, the Company entered into a one year revolving line of credit agreement for up to $15.0 million. This line of credit will be used to pay off and replace the existing term loan. For details on the line of credit, see Exhibit 10.45 beginning on page 48.

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8. STOCKHOLDERS’ EQUITY

The following table summarizes the changes in other comprehensive income (loss) by component, net of tax for the period indicated:

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	Unrealized holding gains (losses) on AFS						Unrealized holding gains (losses) on AFS
	(in thousands)
Beginning balance	$	(29	)	$	49		$	(29	)	$	(68	)
Other comprehensive income before reclassifications		116			(16	)		116			101
Amounts reclassified from accumulated other comprehensive income		-			-			-			-
Net current-period other comprehensive income		116			(16	)		116			101
Ending Balance	$	87		$	33		$	87		$	33

There were no reclassifications out of accumulated other comprehensive income for the three months ended June 30, 2017 or 2016.

Common Stock

The Company authorized a $3.0 million common stock repurchase program. The repurchase program is expected to be executed over no more than a two-year program. Under this program the Company has repurchased 187,569 common stock shares for $1.4 million at an average price of $7.25 per share. There were no repurchases of common stock under this program during the three or six months ended June 30, 2017.

During the three and six months ended June 30, 2017, the Company paid common stock dividends of $0.3 million and $0.6 million, respectively. During the three and six months ended June 30, 2016, the Company paid common stock dividends of $0.3 million and $0.5 million, respectively.

Common Stock Warrant

The Warrant issued as part of the TARP provides for the purchase of up to 521,158 shares of the common stock, at an exercise price of $4.49 per share (“Warrant Shares”). The Warrant is immediately exercisable and expires on December 19, 2018. The exercise price and the ultimate number of shares of common stock that may be issued under the Warrant are subject to certain anti-dilution adjustments, such as upon stock splits or distributions of securities or other assets to holders of the common stock, and upon certain issuances of the common stock at or below a specified price relative to the then current market price of the common stock. In the second quarter of 2013, the Treasury sold its warrant position to a private investor. Pursuant to the Securities Purchase Agreement, the private investor has agreed not to exercise voting power with respect to any Warrant Shares.

9. CAPITAL REQUIREMENT

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. In July 2013, the federal banking agencies approved the final rules (“Final Rules”) to establish a new comprehensive regulatory capital framework with a phase-in period beginning January 1, 2015 and ending January 1, 2019. The Final Rules implement the third installment of the Basel Accords (“Basel III”) regulatory capital reforms and changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and substantially amend the regulatory risk-based capital rules applicable to the Company. Basel III redefines the regulatory capital elements and minimum capital ratios, introduces regulatory capital buffers above those minimums, revises rules for calculating risk-weighted assets and adds a new component of Tier 1 capital called Common Equity Tier 1, which includes common equity and retained earnings and excludes preferred equity.

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The following tables illustrates the Bank’s regulatory ratios and the Federal Reserve’s current adequacy guidelines as of June 30, 2017 and December 31, 2016. The Federal Reserve’s fully phased-in guidelines applicable in 2019 are also summarized.

	Total Capital (To Risk-Weighted Assets)			Tier 1 Capital (To Risk-Weighted Assets)			Common Equity Tier 1 (To Risk- Weighted Assets)			Leverage Ratio/Tier1 Capital (To Average Assets)
June 30, 2017
CWB's actual regulatory ratios		11.62	%		10.39	%		10.39	%		9.23	%
Minimum capital requirements		8.00	%		6.00	%		4.50	%		4.00	%
Well-capitalized requirements		10.00	%		8.00	%		6.50	%		5.00	%
Minimum capital requirements including fully-phased in capital conservation buffer (2019)		10.50	%		8.50	%		7.00	%		N/A

	Total Capital (To Risk-Weighted Assets)			Tier 1 Capital (To Risk-Weighted Assets)			Common Equity Tier 1 (To Risk- Weighted Assets)			Leverage Ratio/Tier1 Capital (To Average Assets)
December 31, 2016
CWB's actual regulatory ratios		12.27	%		11.04	%		11.04	%		10.08	%
Minimum capital requirements		8.00	%		6.00	%		4.50	%		4.00	%
Well-capitalized requirements		10.00	%		8.00	%		6.50	%		5.00	%
Minimum capital requirements including fully-phased in capital conservation buffer (2019)		10.50	%		8.50	%		7.00	%		N/A

The Company has evaluated the impact of the Final Rules and believes that, as of June 30, 2017, the Company would meet all capital adequacy requirements under the Basel III capital rules on a fully phased-in basis as if all such requirements were currently in effect. There are no conditions or events since June 30, 2017 that management believes have changed the Company’s or the Bank’s risk-based capital category.

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion is designed to provide insight into management’s assessment of significant trends related to the Company's consolidated financial condition, results of operations, liquidity, capital resources and interest rate sensitivity. It should be read in conjunction with the Company’s unaudited interim consolidated financial statements and notes thereto included herein and the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, and the other financial information appearing elsewhere in this report.

Forward Looking Statements

This report contains certain forward-looking statements, within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These statements may include statements that expressly or implicitly predict future results, performance or events. Statements other than statements of historical fact are forward-looking statements. In addition, the words “anticipates,” “expects,” “believes,” “estimates” and “intends” or the negative of these terms or other comparable terminology constitute “forward-looking statements.” Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Except as required by law, the Company disclaims any obligation to update any such forward-looking statements or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Forward-looking statements contained in this Quarterly Report on Form 10-Q involve substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company and may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement. Risks and uncertainties include those set forth in our filings with the Securities and Exchange Commission and the following factors that could cause actual results to differ materially from those presented:

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

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

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

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

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

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

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

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

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

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

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

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

the ability to attract and retain key members of management;

the ability to realize cost efficiencies; and

a failure or breach of our operational or security systems or infrastructure.

For additional information regarding risks that may cause our actual results to differ materially from any forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 and in item 1A of Part II of this Quarterly Report.

Financial Overview and Highlights

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

Financial Result Highlights for the Second Quarter of 2017

Net income of $1.6 million, or $0.18 per diluted share in the second quarter of 2017 (2Q17) compared to a net income of $1.1 million or $0.13 per diluted share in the second quarter a year ago (2Q16).

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

Net income of $1.6 million in 2Q17 compared to $1.1 million in 2Q16.

Net interest margin for 2Q17 was 4.39% compared to 4.47% in 2Q16.

Total net loans increased $61.4 million to $684.8 million at June 30, 2017 compared to $623.4 million at December 31, 2016.

Total deposits increased $58.1 million to $670.3 million at June 30, 2017 from $612.2 at December 31, 2016.

Net nonaccrual loans decreased 50.0% to $2.0 million at June 30, 2017, compared to $4.0 million at June 30, 2016, and down 16.7% from $2.4 million at December 31, 2016.

Allowance for loan losses was $8.0 million at June 30, 2017, or 1.27% of total loans held for investment compared to 1.31% at December 31, 2016 and 1.37% at June 30, 2016.

Key asset quality ratios improved for Q2 2017 compared to Q2 2016. Nonaccrual loans and net other assets acquired through foreclosure to total assets improved to 0.30% from 0.64% in Q2 2016 and net nonaccrual loans to gross loans improved to 0.29% at the end of Q2 2017 compared to 0.70% at the end of Q2 2016.

The impact to the Company from these items, and others of both a positive and negative nature, will be discussed in more detail as they pertain to the Company’s overall comparative performance for the three and six months ended June 30, 2017 throughout the analysis sections of this report.

Critical Accounting Policies

A number of critical accounting policies are used in the preparation of the Company’s consolidated financial statements. These policies relate to areas of the financial statements that involve estimates and judgments made by management. These include provision and allowance for loan losses and investment securities. These critical accounting policies are discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 with a description of how the estimates are determined and an indication of the consequences of an over or under estimate.

RESULTS OF OPERATIONS

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(in thousands, except per share amounts)

Net income	$	1,556		$	1,125		$	2,912		$	2,408
Basic earnings per share		0.19			0.14			0.36			0.30
Diluted earnings per share		0.18			0.13			0.34			0.29
Total assets		784,972			642,624			784,972			642,624
Gross loans		684,836			564,826			684,836			564,826
Total deposits		670,280			565,184			670,280			565,184
Total stockholders' equity		68,216			63,238			68,216			63,238
Book value per common share		8.36			7.81			8.36			7.81
Net interest margin		4.39	%		4.47	%		4.42	%		4.46	%
Return on average assets		0.83	%		0.72	%		0.80	%		0.78	%
Return on average stockholders' equity		9.20	%		7.15	%		8.75	%		7.69	%

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The following table sets forth a summary financial overview for the comparable three months ended June 30, 2017 and 2016:

	Three Months Ended June 30,				Increase		Six Months Ended June 30,					Increase
	2017		2016		(Decrease)		2017		2016			(Decrease)
	(in thousands, except per share amounts)
Consolidated Income Statement Data:
Interest income	$	9,066	$	7,674	$	1,392	$	17,769	$	15,118		$	2,651
Interest expense		1,030		777		253		1,959		1,500			459
Net interest income		8,036		6,897		1,139		15,810		13,618			2,192
Provision (credit) for loan losses		120		61		59		264		(186	)		450
Net interest income after provision for loan losses		7,916		6,836		1,080		15,546		13,804			1,742
Non-interest income		697		577		120		1,338		1,156			182
Non-interest expenses		6,007		5,506		501		11,930		10,842			1,088
Income before income taxes		2,606		1,907		699		4,954		4,118			836
Provision for income taxes		1,050		782		268		2,042		1,710			332
Net income	$	1,556	$	1,125	$	431	$	2,912	$	2,408		$	504
Income per share - basic	$	0.19	$	0.14	$	0.05	$	0.36	$	0.30		$	0.06
Income per share - diluted	$	0.18	$	0.13	$	0.05	$	0.34	$	0.29		$	0.05

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Interest Rates and Differentials

The following table illustrates average yields on interest-earning assets and average rates on interest-bearing liabilities for the periods indicated:

	Three Months Ended June 30,
	2017								2016
	Average Balance			Interest		Average Yield/Cost (2)			Average Balance			Interest		Average Yield/Cost (2)
Interest-Earning Assets	(in thousands)
Federal funds sold and interest-earning deposits	$	21,841		$	45		0.83	%	$	25,184		$	29		0.46	%
Investment securities		40,523			233		2.31	%		36,100			231		2.57	%
Loans (1)		672,677			8,788		5.24	%		558,841			7,414		5.34	%
Total earnings assets		735,041			9,066		4.95	%		620,125			7,674		4.98	%
Nonearning Assets
Cash and due from banks		2,128								2,681
Allowance for loan losses		(7,784	)							(6,954	)
Other assets		18,405								15,466
Total assets	$	747,790							$	631,318
Interest-Bearing Liabilities
Interest-bearing demand deposits		260,065			241		0.37	%		247,627			226		0.37	%
Savings deposits		14,009			28		0.80	%		14,195			28		0.79	%
Time deposits		269,921			672		1.00	%		218,030			450		0.83	%
Total interest-bearing deposits		543,995			941		0.69	%		479,852			704		0.59	%
Other borrowings		29,229			89		1.22	%		10,500			73		2.80	%
Total interest-bearing liabilities		573,224			1,030		0.72	%		490,352			777		0.64	%
Noninterest-Bearing Liabilities
Noninterest-bearing demand deposits		102,321								74,091
Other liabilities		4,425								3,598
Stockholders' equity		67,820								63,277
Total Liabilities and Stockholders' Equity	$	747,790							$	631,318
Net interest income and margin (3)				$	8,036		4.39	%				$	6,897		4.47	%
Net interest spread (4)							4.23	%							4.34	%

(1)

Includes nonaccrual loans.

(2)	Annualized.

(3)	Net interest margin is computed by dividing net interest income by total average earning assets.

(4)	Net interest spread represents average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

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	Six Months Ended June 30,
	2017								2016
	Average Balance			Interest		Average Yield/Cost (2)			Average Balance			Interest		Average Yield/Cost (2)
Interest-Earning Assets	(in thousands)
Federal funds sold and interest-earning deposits	$	21,815		$	85		0.79	%	$	26,963		$	70		0.52	%
Investment securities		38,363			454		2.39	%		35,838			459		2.58	%
Loans (1)		661,791			17,230		5.25	%		551,198			14,589		5.32	%
Total earnings assets		721,969			17,769		4.96	%		613,999			15,118		4.95	%
Nonearning Assets
Cash and due from banks		2,202								2,683
Allowance for loan losses		(7,724	)							(6,958	)
Other assets		18,335								15,084
Total assets	$	734,782							$	624,808
Interest-Bearing Liabilities
Interest-bearing demand deposits		258,318			496		0.39	%		248,808			454		0.37	%
Savings deposits		14,097			54		0.77	%		14,060			55		0.79	%
Time deposits		263,608			1,249		0.96	%		211,829			846		0.80	%
Total interest-bearing deposits		536,023			1,799		0.68	%		474,697			1,355		0.57	%
Other borrowings		26,634			160		1.21	%		10,500			145		2.78	%
Total interest-bearing liabilities		562,657			1,959		0.70	%		485,197			1,500		0.62	%
Noninterest-Bearing Liabilities
Noninterest-bearing demand deposits		100,627								72,544
Other liabilities		4,393								4,109
Stockholders' equity		67,105								62,958
Total Liabilities and Stockholders' Equity	$	734,782							$	624,808
Net interest income and margin (3)				$	15,810		4.42	%				$	13,618		4.46	%
Net interest spread (4)							4.26	%							4.33	%

(1)

Includes nonaccrual loans.

(2)	Annualized.

(3)	Net interest margin is computed by dividing net interest income by total average earning assets.

(4)	Net interest spread represents average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

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

	Three Months Ended June 30,											Six Months Ended June 30,
	2017 versus 2016											2017 versus 2016
	Increase (Decrease) Due to Changes in ⁽¹⁾											Increase (Decrease) Due to Changes in ⁽¹⁾
	Volume				Rate				Total			Volume				Rate				Total
	(in thousands)											(in thousands)
Interest income:
Federal funds sold and interest-earning deposits		$	(7	)		$	23			$	16		$	(20	)		$	35			$	15
Investment securities			25				(23	)			2			30				(35	)			(5	)
Loans, net			1,487				(113	)			1,374			2,879				(238	)			2,641
Total interest income			1,505				(113	)			1,392			2,889				(238	)			2,651

Interest expense:
Interest-bearing demand deposits			11				4				15			18				24				42
Savings deposits			-				-				-			-				(1	)			(1	)
Time deposits			129				93				222			246				157				403
Short-term borrowings			57				(41	)			16			97				(82	)			15
Total interest expense			197				56				253			361				98				459
Net increase		$	1,308			$	(169	)		$	1,139		$	2,528			$	(336	)		$	2,192

(1)

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

Comparison of interest income, interest expense and net interest margin

The Company’s primary source of revenue is interest income. Interest income for the three and six months ended June 30, 2017 was $9.0 million and $17.8 million, respectively, compared to $7.7 million and $15.1 million for the three and six months ended June 30, 2016. Total interest income in the second quarter of 2017 benefited from loan growth of $120.0 million compared to the second quarter of 2016. Interest income from interest-bearing deposits in other institutions increased slightly due to higher balances held with the Federal Reserve Bank. The annualized yield on interest-earning assets for the second quarter 2017 compared to 2016 was 4.95% and 4.98%, respectively.

Interest expense for the three and six months ended June 30, 2017 compared to 2016 increased by $0.3 million and $0.5 million, respectively. This increase for the comparable periods was primarily due to increased time deposit balances. The annualized average cost of interest-bearing liabilities increased by 8 basis points to 0.72% for the three months ended June 30, 2107 compared to the same period in 2016. The increase in deposit interest expense for the six months ended June 30, 2017 compared to 2016 was due to both growth in interest bearing certificates of deposits and increased average cost of those deposits due to Federal Reserve rate increases. The cost of other borrowings for the comparable periods decreased by 158 basis points to 1.22% for the three months ended June 30, 2017 compared to the same period in 2016 due to the paydowns to the 5-year amortizing term loan beginning in the third quarter of 2016.

The net impact of the changes is yields on interest-earning assets and the rates paid on interest-bearing liabilities were decreases in the interest margin for the second quarter and year-to-date 2017 to 4.39% and 4.42%, respectively, compared to 4.47% and 4.46% in the second quarter and year-to-date of 2016.

Provision for loan losses

The provision for loan losses in each period is reflected as a charge against earnings in that period. The provision for loan losses is equal to the amount required to maintain the allowance for loan losses at a level that is adequate to absorb probable losses inherent in the loan portfolio. The provision for loan losses was $0.1 million for the second quarter of 2017 and 2016. The provision for the three months ended June 30, 2017 resulted from the increase in loan balances partially offset by $0.1 million net recoveries. The provision (credit) for the six months ended June 30, 2017 was $0.3 million compared to ($0.2 million) for the six months ended June 30, 2016. The improvements in credit quality, historical loss rates and net recoveries resulted in the decrease in the ratio of allowance for loan losses to loans held for investment from 1.37% at June 30, 2016 to 1.27% at June 30, 2017.

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The following schedule summarizes the provision, charge-offs (recoveries) by loan category for the three and six months ended June 30, 2017 and 2016:

	For the Three Months Ended June 30,
	Manufactured Housing				Commercial Real Estate		Commercial		SBA			HELOC			Single Family Real Estate			Consumer		Total
2017	(in thousands)
Beginning balance		$	2,160		$	4,138	$	1,184	$	101		$	101		$	101		$	-	$	7,785
Charge-offs			(15	)		-		-		(16	)		-			(21	)		-		(52	)
Recoveries			65			-		68		5			2			1			-		141
Net (charge-offs) recoveries			50			-		68		(11	)		2			(20	)		-		89
Provision (credit)			(86	)		194		10		1			(5	)		6			-		120
Ending balance		$	2,124		$	4,332	$	1,262	$	91		$	98		$	87		$	-	$	7,994

2016
Beginning balance		$	3,431		$	1,900	$	966	$	376		$	42		$	103		$	1	$	6,819
Charge-offs			(41	)		-		-		(10	)		-			-			-		(51	)
Recoveries			1			-		53		70			6			69			-		199
Net (charge-offs) recoveries			(40	)		-		53		60			6			69			-		148
Provision (credit)			(1,203	)		1,178		232		(114	)		14			(46	)		-		61
Ending balance		$	2,188		$	3,078	$	1,251	$	322		$	62		$	126		$	1	$	7,028

	For The Six Months Ended June 30,
	Manufactured Housing			Commercial Real Estate		Commercial			SBA			HELOC			Single Family Real Estate			Consumer			Total
2017	(in thousands)
Beginning balance	$	2,201		$	3,707	$	1,241		$	106		$	100		$	109		$	-		$	7,464
Charge-offs		(119	)		-		-			(30	)		-			(21	)		-			(170	)
Recoveries		68			227		72			64			4			1			-			436
Net (charge-offs) recoveries		(51	)		227		72			34			4			(20	)		-			266
Provision (credit)		(26	)		398		(51	)		(49	)		(6	)		(2	)		-			264
Ending balance	$	2,124		$	4,332	$	1,262		$	91		$	98		$	87		$	-		$	7,994

2016
Beginning balance	$	3,525		$	1,853	$	939		$	451		$	43		$	103		$	2		$	6,916
Charge-offs		(41	)		-		-			(21	)		-			-			-			(62	)
Recoveries		5			13		80			184			8			70			-			360
Net (charge-offs) recoveries		(36	)		13		80			163			8			70			-			298
Provision (credit)		(1,301	)		1,212		232			(292	)		11			(47	)		(1	)		(186	)
Ending balance	$	2,188		$	3,078	$	1,251		$	322		$	62		$	126		$	1		$	7,028

The percentage of net nonaccrual loans to the total loan portfolio has decreased to 0.29% as of June 30, 2017 from 0.38% at December 31, 2016.

The allowance for loan losses compared to net nonaccrual loans has increased to 402.1% as of June 30, 2017 from 314.3% as of December 31, 2016. Total past due loans decreased slightly to $0.1 million as of June 30, 2017 from $0.2 million as of December 31, 2016. This increase was primarily in manufactured housing loans past due.

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Non-Interest Income

The Company earned non-interest income primarily through fees related to services provided to loan and deposit customers.

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

	Three Months Ended June 30,				Increase		Six Months Ended June 30,				Increase
	2017		2016		(Decrease)		2017		2016		(Decrease)
	(in thousands)
Other loan fees	$	342	$	282	$	60	$	645	$	557	$	88
Document processing fees		151		136		15		284		251		33
Service charges		112		102		10		208		192		16
Other		92		57		35		201		156		45
Total non-interest income	$	697	$	577	$	120	$	1,338	$	1,156	$	182

Total non-interest income increased $0.1 million and $0.2 million, respectively, for the three and six months ended June 30, 2017 compared to 2016. Service charges for the three and six months ended June 30, 2017 compared to 2016 increased slightly as the Company is in the process of enhancing its products and services. Other loan fees and document processing fees for the second quarter and year-to-date 2017 compared to 2016 increased due to increased loan volumes.

Non-Interest Expenses

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


	Three Months Ended June 30,					Increase			Six Months Ended June 30,				Increase
	2017		2016			(Decrease)			2017		2016		(Decrease)
	(in thousands)
Salaries and employee benefits	$	3,796	$	3,494		$	302		$	7,727	$	6,946	$	781
Occupancy, net		686		581			105			1,331		1,067		264
Professional services		299		278			21			478		457		21
Advertising and marketing		195		212			(17	)		351		293		58
Depreciation		188		175			13			351		324		27
FDIC assessment		179		99			80			289		196		93
Data processing		165		169			(4	)		333		340		(7	)
Stock based compensation		87		84			3			171		164		7
Loan servicing and collection		55		(89	)		144			161		90		71
Other		357		503			(146	)		738		965		(227	)
Total non-interest expenses	$	6,007	$	5,506		$	501		$	11,930	$	10,842	$	1,088

Total non-interest expenses for the second quarter and year-to-date 2017 compared to 2016 increased by $0.5 million and $1.1 million, respectively. The increase in non-interest expenses for both the quarter and year-to-date is primarily due to increased salaries and employee benefits, occupancy, depreciation and advertising as a result of the Bank’s expansions in San Luis Obispo and Oxnard, and addition of other customer relationship positions. Additionally, during the second quarter 2017, the Company added a loan production office in Paso Robles. FDIC assessment increased in the second quarter 2017 compared to 2016 due to a higher asset base for assessment and increased assessment factor. Loan servicing and collection increased $0.1 million for the second quarter and year-to-date 2017 compared to 2016 mostly due to increased legal costs.

Income Taxes

Income tax provision for the second quarter and first six months of 2017 were $1.0 million and $2.0 million, respectively, compared to $0.8 million and $1.7 million for the second quarter and first six months of 2016. The effective income tax rate for the first six months of 2017 was 41.2% and 42.0% for the six months ended June 30, 2016.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and their respective tax basis including operating losses and tax credit carryforwards. Net deferred tax assets of $4.0 million at June 30, 2017 are reported in the consolidated balance sheet as a component of total assets.

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

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A valuation allowance is established for deferred tax assets if, based on weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets may not be realized. Management evaluates the Company’s deferred tax assets for recoverability using a consistent approach which considers the relative impact of negative and positive evidence, including the Company’s historical profitability and projections of future taxable income. The Company is required to establish a valuation allowance for deferred tax assets and record a charge to income if management determines, based on available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets may not be realized.

There was no valuation allowance on deferred tax assets at June 30, 2017 or December 31, 2016.

The Company is subject to the provisions of ASC 740, Income Taxes (ASC 740). ASC 740 prescribes a more likely than not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. On a quarterly basis, the Company undergoes a process to evaluate whether income tax accruals are in accordance with ASC 740 guidance on uncertain tax positions. There were no uncertain tax positions at June 30, 2017 and December 31, 2016.

BALANCE SHEET ANALYSIS

Total assets increased $74.4 million to $785.0 million at June 30, 2017 from $710.6 million at December 31, 2016. Net loans increased by $61.4 million to $684.8 million at June 30, 2017 from $623.4 million at December 31, 2016. The majority of the loan increase was due to increases of $45.7 million and $14.9 million in our commercial real estate and manufactured housing portfolios, respectively. This increase was partially offset by a decreases of $0.5 million in cash and cash equivalents.

Total liabilities increased $71.5 million to $716.7 million at June 30, 2017 from $645.2 million at December 31, 2016 mostly due to increased deposits of $58.0 million. Non-interest-bearing demand deposits increased by $6.7 million, interest-bearing demand deposits increased by $9.5 million and certificates of deposit increased by $41.9 million. Other borrowings increased $12.8 million due to new FHLB advances.

Total stockholders’ equity increased $2.9 million to $68.2 million at June 30, 2017 from $65.3 million at December 31, 2016. The $1.6 million increase in retained earnings from net income was offset by a $0.6 million decrease from common stock dividends. The book value per common share was $8.36 at June 30, 2017 compared to $8.07 at December 31, 2016.

Selected Balance Sheet Accounts

	June 30, 2017		December 31, 2016		Increase (Decrease)			Percent Increase (Decrease)
	(dollars in thousands)
Cash and cash equivalents	$	38,004	$	34,116	$	3,888			11.4	%
Investment securities available-for-sale		30,964		22,681		8,283			36.5	%
Investment securities held-to-maturity		8,362		9,002		(640	)		(7.1	)%
Loans - held for sale		60,933		61,416		(483	)		(0.8	)%
Loans - held for investment, net		623,903		561,939		61,964			11.0	%
Total assets		784,972		710,572		74,400			10.5	%
Total deposits		670,280		612,236		58,044			9.5	%
Other borrowings		41,800		29,000		12,800			44.1	%
Total stockholder's equity		68,216		65,336		2,880			4.4	%

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

	June 30,			December 31,
	2017			2016
	(in thousands)
Manufactured housing	$	209,119		$	194,222
Commercial real estate		317,793			272,142
Commercial		76,120			70,369
SBA		9,401			10,164
HELOC		9,973			10,292
Single family real estate		10,160			12,750
Consumer		34			87
		632,600			570,026
Allowance for loan losses		(7,994	)		(7,464	)
Deferred costs, net		(575	)		(453	)
Discount on SBA loans		(128	)		(170	)
Total loans held for investment, net	$	623,903		$	561,939

The Company had $60.9 million of loans held for sale at June 30, 2017 compared to $61.4 million at December 31, 2016. Loans held for sale at June 30, 2017 consisted of $25.4 million SBA loans and $35.5 million commercial agriculture loans. Loans held for sale at December 31, 2016, were $26.5 million SBA loans and $34.9 million commercial agriculture loans.

Concentrations of Lending Activities

The Company’s lending activities are primarily driven by the customers served in the market areas where the Company has branch offices in the Central Coast of California. The Company monitors concentrations within selected categories such as geography and product. The Company makes manufactured housing, commercial, SBA, construction, real estate and consumer loans to customers through branch offices located in the Company’s primary markets. The Company’s business is concentrated in these areas and the loan portfolio includes significant credit exposure to the manufactured housing and commercial real estate markets of these areas. As of June 30, 2017 and December 31, 2016, manufactured housing loans comprised 30.3% and 30.8%, respectively, of total loans. As of June 30, 2017 and December 31, 2016, commercial real estate loans accounted for approximately 45.4% and 43.1% of total loans, respectively. Approximately 32.0% and 32.3% of these commercial real estate loans were owner-occupied at June 30, 2017 and December 31, 2016, respectively. Substantially all of these loans are secured by first liens with an average loan to value ratios of 54.9% and 54.6% at June 30, 2017 and December 31, 2016, respectively. The Company was within established concentration policy limits at June 30, 2017 and December 31, 2016.

Asset Quality

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

	June 30,			December 31,
	2017			2016
	(in thousands)
Nonaccrual loans (net of government guaranteed portion)	$	1,988		$	2,375
Troubled debt restructured loans, gross		3,802			14,437
Nonaccrual loans (net of government guaranteed portion) to gross loans		0.29	%		0.38	%
Net charge-offs (recoveries) (annualized) to average loans		(0.05	)%		(0.03	)%
Allowance for loan losses to nonaccrual loans (net of government guaranteed portion)		402.11	%		314.27	%
Allowance for loan losses to gross loans		1.17	%		1.31	%

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

	June 30,			December 31,
	2017			2016
	(in thousands)
Total nonaccrual loans	$	3,841		$	3,117
Government guaranteed portion of loans included above		(1,853	)		(742	)
Total nonaccrual loans, without guarantees	$	1,988		$	2,375

Troubled debt restructured loans, gross	$	3,802		$	14,437
Loans 30 through 89 days past due with interest accruing	$	39		$	-
Loans 90 days or more past due with interest accruing	$	45		$	-
Allowance for loan losses to gross loans held for investment		1.27	%		1.31	%

Impaired loans

A loan is considered impaired when, based on current information, it is probable that the Company will be unable to collect the scheduled payments of principal and/or interest under the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and/or interest payments. Loans that experience insignificant payment delays or payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays or payment shortfalls on a case-by-case basis. When determining the possibility of impairment, management considers the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record and the amount of the shortfall in relation to the principal and interest owed. For collateral-dependent loans, the Company uses the fair value of collateral method to measure impairment. All other loans are measured for impairment based on the present value of future cash flows. Impairment is measured on a loan-by-loan basis for all loans in the portfolio.

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

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

	Manufactured Housing		Commercial Real Estate		Commercial		SBA		HELOC		Single Family Real Estate		Consumer		Total Loans
Impaired Loans as of June 30, 2017:	(in thousands)
Recorded Investment:
Impaired loans with an allowance recorded	$	5,821	$	591	$	3,363	$	54	$	42	$	2,019	$	-	$	11,890
Impaired loans with no allowance recorded		2,563		10		2,031		707		221		184		-		5,716
Total loans individually evaluated for impairment		8,384		601		5,394		761		263		2,203		-		17,606
Related Allowance for Credit Losses
Impaired loans with an allowance recorded		453		12		147		-		-		25		-		637
Impaired loans with no allowance recorded		-		-		-		-		-		-		-		-
Total loans individually evaluated for impairment		453		12		147		-		-		25		-		637
Total impaired loans, net	$	7,931	$	589	$	5,247	$	761	$	263	$	2,178	$	-	$	16,969

	Manufactured Housing		Commercial Real Estate		Commercial		SBA		HELOC		Single Family Real Estate		Consumer		Total Loans
Impaired Loans as of December 31, 2016:
Recorded Investment:
Impaired loans with an allowance recorded	$	6,065	$	1,112	$	3,749	$	70	$	45	$	2,039	$	-	$	13,080
Impaired loans with no allowance recorded		2,846		-		31		1,067		328		191		-		4,463
Total loans individually evaluated for impairment		8,911		1,112		3,780		1,137		373		2,230		-		17,543
Related Allowance for Credit Losses
Impaired loans with an allowance recorded		548		17		165		-		1		28		-		759
Impaired loans with no allowance recorded		-		-		-		-		-		-		-		-
Total loans individually evaluated for impairment		548		17		165		-		1		28		-		759
Total impaired loans, net	$	8,363	$	1,095	$	3,615	$	1,137	$	372	$	2,202	$	-	$	16,784

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Total impaired loans increased slightly in the second quarter of 2017 by $0.1 million compared to December 31, 2016. An increase in impaired commercial loans of $1.6 million was partially offset by a decrease in impaired manufactured housing loans of $0.5 million, a decrease in impaired commercial real estate loans of $0.5 million and a decrease in impaired SBA loans of $0.4 million. The increase in impaired commercial loans was primarily due to the addition of one large loan relationship of $1.8 million. The decrease in impaired manufactured housing loans was due to four loan relationships transferred to foreclosed assets and eight loans that paid off. The decrease in impaired commercial real estate loans was due to one loan that paid in full. The decrease in impaired SBA loans was primarily due to one loan that paid in full.

The following table summarizes the composite of nonaccrual loans net of government guarantee:

	At June 30, 2017								At December 31, 2016
	Nonaccrual Balance		%			Percent of Total Loans			Nonaccrual Balance		%			Percent of Total Loans
	(dollars in thousands)
Manufactured housing	$	560		14.58	%		0.09	%	$	800		25.67	%		0.15	%
Commercial real estate		347		9.03	%		0.05	%		853		27.37	%		0.16	%
Commercial		1,780		46.34	%		0.28	%		31		0.99	%		0.01	%
SBA		707		18.41	%		0.11	%		868		27.84	%		0.16	%
HELOC		263		6.85	%		0.04	%		373		11.97	%		0.07	%
Single family real estate		184		4.79	%		0.03	%		192		6.16	%		0.04	%
Consumer		-		-			-			-		-			-
Total nonaccrual loans	$	3,841		100.00	%		0.60	%	$	3,117		100.00	%		0.59	%

Nonaccrual balances include $1.8 million and $0.7 million, respectively, of loans that are government guaranteed at June 30, 2017 and December 31, 2016, respectively. Nonaccrual loans net of government guarantees decreased $0.4 million or 16.7%, from $2.4 million at December 31, 2016 to $2.0 million at June 30, 2017. The percentage of nonaccrual loans net of government guarantees to the total loan portfolio has decreased to 0.29% as of June 30, 2017 from 0.38% at December 31, 2016.

CWB or the SBA repurchases the guaranteed portion of SBA loans from investors when those loans become past due 120 days. After the foreclosure and collection process is complete, the SBA reimburses CWB for this principal balance. Therefore, although these balances do not earn interest during this period, they generally do not result in a loss of principal to CWB.

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Allowance For Loan Losses

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Allowance for loan losses:	(in thousands)
Balance at beginning of period	$	7,785		$	6,819		$	7,464		$	6,916
Provisions charged to operating expenses:
Manufactured housing		(86	)		(1,203	)		(26	)		(1,301	)
Commercial real estate		194			1,178			398			1,212
Commercial		10			232			(51	)		232
SBA		1			(114	)		(49	)		(292	)
HELOC		(5	)		14			(6	)		11
Single family real estate		6			(46	)		(2	)		(47	)
Consumer		-			-			-			(1	)
Total Provision (credit)		120			61			264			(186	)
Recoveries of loans previously charged-off:
Manufactured housing		65			1			68			5
Commercial real estate		-			-			227			13
Commercial		68			53			72			80
SBA		5			70			64			184
HELOC		2			6			4			8
Single family real estate		1			69			1			70
Consumer		-			-			-			-
Total recoveries		140			199			436			360
Loans charged-off:
Manufactured housing		15			41			119			41
Commercial real estate		-			-			-			-
Commercial		-			-			-			-
SBA		16			10			30			21
HELOC		-			-			-			-
Single family real estate		21			-			21			-
Consumer		-			-			-			-
Total charged-off		52			51			170			62
Net charge-offs (recoveries)		(89	)		(148	)		(266	)		(298	)
Balance at end of period	$	7,994		$	7,028		$	7,994		$	7,028

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Potential Problem Loans

The Company classifies loans consistent with federal banking regulations. These loan grades are described in further detail in Note 1, “Summary of Significant Accounting Policies” of this Form 10-Q. The following table presents information regarding potential problem loans consisting of loans graded watch or worse, but still performing:

	June 30, 2017
	Number of Loans		Loan Balance (1)		Percent			Percent of Total Loans
	(dollars in thousands)
Manufactured housing		4	$	252		1.83	%		0.04	%
Commercial real estate		6		8,289		60.20	%		1.21	%
Commercial		3		3,142		22.82	%		0.46	%
SBA		9		1,834		13.32	%		0.27	%
HELOC		1		247		1.79	%		0.04	%
Single family real estate		1		5		0.04	%		0.00	%
Total		24	$	13,769		100.00	%		2.02	%

(1)

Of the $13.8 million of potential problem loans, $1.7 million are guaranteed by government agencies.

	December 31, 2016
	Number of Loans		Loan Balance (1)		Percent			Percent of Total Loans
	(dollars in thousands)
Manufactured housing		5	$	417		3.04	%		0.07	%
Commercial real estate		5		3,331		24.29	%		0.53	%
Commercial		7		7,778		56.71	%		1.23	%
SBA		10		1,935		14.11	%		0.31	%
HELOC		1		248		1.81	%		0.04	%
Single family real estate		1		5		0.04	%		0.00	%
Total		29	$	13,714		100.00	%		2.17	%

(1)

Of the $13.7 million of potential problem loans, $2.9 million are guaranteed by government agencies.

Investment Securities

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

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

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The carrying value of investment securities was as follows:

	June 30,		December 31,
	2017		2016
	(in thousands)
U.S. government agency notes	$	14,991	$	5,572
U.S. government agency mortgage backed securities ("MBS")		8,362		9,002
U.S. government agency collateralized mortgage obligations ("CMO")		15,840		16,994
Equity securities: Farmer Mac class A stock		133		115
	$	39,326	$	31,683

Other Assets Acquired Through Foreclosure

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(in thousands)
Balance, beginning of period	$	145		$	176		$	137		$	198
Additions		252			51			370			165
Proceeds from dispositions		(135	)		(89	)		(243	)		(227	)
Gains on sales, net		100			(9	)		98			(7	)
Balance, end of period	$	362		$	129		$	362		$	129

Other assets acquired through foreclosure consist primarily of properties acquired as a result of, or in-lieu-of, foreclosure. Properties or other assets (primarily manufactured housing) are classified as other real estate owned and other repossessed assets and are reported at fair value at the time of foreclosure less estimated costs to sell. Costs relating to development or improvement of the assets are capitalized and costs related to holding the assets are charged to expense. The Company had a valuation allowance on foreclosed assets of $15,000 at June 30, 2017 and none at June 30, 2016. At June 30, 2017, the Company had two Commercial loans and one Manufactured Housing loan in process of foreclosure.

Deposits

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

	June 30,		December 31,		Increase		Percent Increase (Decrease)
	2017		2016		(Decrease)		Percent Increase (Decrease)
	(dollars in thousands)
Non-interest bearing demand deposits	$	107,049	$	100,372	$	6,677		6.7	%
Interest-bearing demand deposits		262,475		253,023		9,452		3.7	%
Savings		14,011		14,007		4		0.0	%
Certificates of deposit ($250,000 or more)		82,156		77,509		4,647		6.0	%
Other certificates of deposit		204,589		167,325		37,264		22.3	%
Total deposits	$	670,280	$	612,236	$	58,044		9.5	%

Total deposits increased to $670.3 million at June 30, 2017 from $612.2 million at December 31, 2016, an increase of $58.1 million. This increase was primarily from certificates of deposit. Deposits are the primary source of funding the Company’s asset growth. In addition, the Bank is a member of Certificate of Deposit Account Registry Service (“CDARS”). CDARS provides a mechanism for obtaining FDIC insurance for large deposits. At June 30, 2017 and December 31, 2016, the Company had $36.0 million and $46.8 million, respectively, of CDARS deposits.

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Liquidity and Capital Resources

Liquidity Management

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

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

The Company has established policies as well as analytical tools to manage liquidity. Proper liquidity management ensures that sufficient funds are available to meet normal operating demands in addition to unexpected customer demand for funds, such as high levels of deposit withdrawals or increased loan demand, in a timely and cost effective manner. The most important factor in the preservation of liquidity is maintaining public confidence that facilitates the retention and growth of core deposits. Ultimately, public confidence is gained through profitable operations, sound credit quality and a strong capital position. The Company’s liquidity management is viewed from a long-term and short-term perspective, as well as from an asset and liability perspective. Management monitors liquidity through regular reviews of maturity profiles, funding sources and loan and deposit forecasts to minimize funding risk.

The Company has asset and liability management committees (“ALCO”) at the Board and Bank management level to review asset and liability management and liquidity issues.

CWB has a blanket lien credit line with the Federal Home Loan Bank (“FHLB”). Advances are collateralized in the aggregate by CWB’s eligible loans and securities. CWB had $40.0 million and $25.0 million of FHLB advances at June 30, 2017 and December 31, 2016, respectively, borrowed at fixed rates. The Company also had $125.0 million of letters of credit with FHLB at June 30, 2017 to secure public funds. At June 30, 2017, CWB had pledged to the FHLB, $39.2 million of securities and $198.3 million of loans. At June 30, 2017, CWB had $71.5 million available for additional borrowing. At December 31, 2016, CWB had pledged to the FHLB, securities of $31.7 million at carrying value and $161.3 million of loans.

CWB has established a credit line with the Federal Reserve Bank (“FRB”). There were no outstanding FRB advances as of June 30, 2017 and December 31, 2016. CWB had $100.6 million and $95.1 million in borrowing capacity as of June 30, 2017 and December 31, 2016, respectively.

The Company has federal funds purchased lines at correspondent banks with a total borrowing capacity of $20.0 million. There was no amount outstanding as of June 30, 2017 and December 31, 2016.

The Company continues to face strong competition for core deposits. The liquidity ratio of the Company was 16.5% and 16.6% at June 30, 2017 and December 31, 2016, respectively. The Company’s liquidity ratio fluctuates in conjunction with loan funding demands. The liquidity ratio consists of the sum of cash and due from banks, deposits in other financial institutions, available for sale investments, federal funds sold and loans held for sale, divided by total assets.

CWBC’s routine funding requirements primarily consist of certain operating expenses and common stock dividends. Normally, CWBC obtains funding to meet its obligations from dividends collected from the Bank and has the capability to issue debt securities. Federal banking laws regulate the amount of dividends that may be paid by banking subsidiaries without prior approval.

Capital Resources

Maintaining capital strength continues to be a long-term objective for the Company. Ample capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard depositor funds. Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to issue 60,000,000 shares of common stock of which 8,159,739 have been issued at June 30, 2017. Conversely, the Company may decide to repurchase shares of its outstanding common stock, depending on the market price and other relevant factors.

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	Total Capital (To Risk-Weighted Assets)			Tier 1 Capital (To Risk-Weighted Assets)			Common Equity Tier 1 (To Risk- Weighted Assets)			Leverage Ratio/Tier1 Capital (To Average Assets)
June 30, 2017
CWB's actual regulatory ratios		11.62	%		10.39	%		10.39	%		9.23	%
Minimum capital requirements		8.00	%		6.00	%		4.50	%		4.00	%
Well-capitalized requirements including fully-phased in capital		10.00	%		8.00	%		6.50	%		5.00	%

	Total Capital (To Risk-Weighted Assets)			Tier 1 Capital (To Risk-Weighted Assets)			Common Equity Tier 1 (To Risk- Weighted Assets)			Leverage Ratio/Tier1 Capital (To Average Assets)
December 31, 2016
CWB's actual regulatory ratios		12.27	%		11.04	%		11.04	%		10.08	%
Minimum capital requirements		8.00	%		6.00	%		4.50	%		4.00	%
Well-capitalized requirements		10.00	%		8.00	%		6.50	%		5.00	%
Minimum capital requirements including fully-phased in capital conservation buffer (2019)		10.50	%		8.50	%		7.00	%		N/A

Supervision and Regulation

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

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

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

For a detailed discussion of the regulatory scheme governing the Company and CWB, please see the discussion in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operation – Supervision and Regulation."

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Certain qualitative and quantitative disclosures about market risk is set forth in Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. There has been no material change in these disclosures as previously disclosed in the Company’s Form 10-K. For further discussion of interest rate risk, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity - Interest Rate Risk.”

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ITEM 4.

CONTROLS AND PROCEDURES

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

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

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated whether there was any change in internal control over financial reporting that occurred during the quarter ended June 30, 2017 and determined that there was no change in internal control over financial reporting that occurred during the quarter ended June 30, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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

ITEM 1A.

RISK FACTORS

Investing in our common stock involves various risks which are particular to our Company, our industry and our market area. Several risk factors that may have a material adverse impact on our business, operating results and financial condition are discussed in Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. There has been no material change in the Company’s risk factors as previously disclosed in the Company’s Form 10-K.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company authorized a $3.0 million common stock repurchase program. The repurchase program is expected to be executed over no more than a two-year period. Under this program the Company has repurchased 187,569 common stock shares for $1.4 million at an average price of $7.25 per share. There were no repurchases of common stock under this program during the three or six months ended June 30, 2017. The repurchase program is effective until August 2017.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.

OTHER INFORMATION

None.

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ITEM 6.

EXHIBITS

The following Exhibits are filed herewith.

	Exhibit No	.
	31.1	Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
	31.2	Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
	32.1*	Certification of Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) or Rule 15d-14(b), promulgated under the Securities Exchange Act of 1934, as Amended, and 18 U.S.C. 1350.
	10.43	Employment and Confidentiality Agreement, dated September 26, 2016, among Community West Bank, Community West Bancshares and Maureen C. Clark.
	10.44	Employment and Confidentiality Agreement, dated April 1, 2017, among Community West Bank, Community West Bancshares and Susan C. Thompson.
	10.45	Promissory Note, dated July 24, 2017, between Community West Bancshares and Grandpoint Bank.

	101INS –	XBRL Instance Document
	101SCH –	XBRL Taxonomy Extension Schema Document
	101CAL –	XBRL Taxonomy Calculation Linkbase Document
	101DEF	– XBRL Taxonomy Extension Definition Linkbase Document
	101LAB –	XBRL Taxonomy Label Linkbase Document
	101PRE –	XBRL Taxonomy Presentation Linkbase Document

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

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SIGNATURES

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

COMMUNITY WEST BANCSHARES

(Registrant)


Date: August 3, 2017	BY: /s/ Susan C. Thompson
	Susan C. Thompson
	Executive Vice President and
	Chief Financial Officer

	On Behalf of Registrant and as a Duly Authorized Officer
	and as Principal Financial and Accounting Officer

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EXHIBIT INDEX

Exhibit Number

31.1	Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) or Rule 15d-14(b), promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.
10.43	Employment and Confidentiality Agreement, dated September 26, 2016, among Community West Bank, Community West Bancshares and Maureen C. Clark.
10.44	Employment and Confidentiality Agreement, dated April 1, 2017, among Community West Bank, Community West Bancshares and Susan C. Thompson.
10.45	Promissory Note, dated July 24, 2017, between Community West Bancshares and Grandpoint Bank.

101	101INS – XBRL Instance Document
	101SCH –XBRL Taxonomy Extension Schema Document
	101CAL – XBRL Taxonomy Calculation Linkbase Document
	101DEF – XBRL Taxonomy Extension Definition Linkbase Document
	101LAB – XBRL Taxonomy Label Linkbase Document
	101PRE – XBRL Taxonomy Presentation Linkbase Document