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Form 10-Q COMMUNITY WEST BANCSHARE For: Sep 30

November 7, 2014 11:16 AM EST

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.� 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014 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.�x YES� ��� o 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). x YES����� o�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 x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).� Yes � No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

Common stock of the registrant issued and outstanding of 8,202,733 as of October 31, 2014.



Table of Contents

Index
Page
Part I.� Financial Information
Item 1  Financial Statements
3
4
5
Consolidated Statement of Stockholders Equity for the nine months ended September 30, 2014 (unaudited)
6
7
8
The financial statements included in this Form 10-Q should be read in conjunction with Community West Bancshares Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
32
49
49
Part II.� Other Information
50
51
51
51
51
51
51
52
PART I  FINANCIAL INFORMATION
Item 1.� Financial Statements

COMMUNITY WEST BANCSHARES
CONSOLIDATED BALANCE SHEETS

September 30,
2014
December 31,
2013
(unaudited)
(in thousands, except share amounts)
Assets:
Cash and due from banks
$
1,463
$
1,449
Federal funds sold
22
23
Interest-earning demand in other financial institutions
27,857
18,006
Cash and cash equivalents
29,342
19,478
Money market investments
99
99
Investment securities - available-for-sale, at fair value; amortized cost of $22,673 at September 30, 2014 and $18,937 at December 31, 2013
22,526
18,472
Investment securities - held-to-maturity, at amortized cost; fair value of $8,975 at September 30, 2014 and $10,101 at December 31, 2013
8,578
9,688
Federal Home Loan Bank stock, at cost
1,716
1,870
Federal Reserve Bank stock, at cost
1,373
1,373
Loans:
Held for sale, at lower of cost or fair value
67,376
64,399
Held for investment, net of allowance for loan losses of $9,236 at September 30, 2014 and $12,208 at December 31, 2013
422,665
397,606
Total loans
490,041
462,005
Other assets acquired through foreclosure, net
475
3,811
Premises and equipment, net
2,978
2,983
Other assets
15,015
19,221
Total assets
$
572,143
$
539,000
Liabilities:
Deposits:
Non-interest-bearing demand
$
63,185
$
52,461
Interest-bearing demand
277,743
258,445
Savings
16,218
16,158
Certificates of deposit
127,604
109,071
Total deposits
484,750
436,135
Other borrowings
18,000
30,000
Convertible debentures

1,442
Other liabilities
3,639
3,867
Total liabilities
506,389
471,444
Stockholders equity:
Preferred stock  no par value, 10,000,000 shares authorized; 7,796 shares issued and outstanding at September 30, 2014 and 15,600 at December 31, 2013
7,796
15,600
Common stock  no par value, 20,000,000 shares authorized; 8,202,733 shares issued and outstanding at September 30, 2014 and 7,866,783� at December 31, 2013
41,917
40,165
Retained earnings
16,127
12,065
Accumulated other comprehensive loss
(86
)
(274
)
Total stockholders equity
65,754
67,556
Total liabilities and stockholders equity
$
572,143
$
539,000

See the accompanying notes.

COMMUNITY WEST BANCSHARES
CONSOLIDATED INCOME STATEMENTS (unaudited)

Three Months Ended
September 30,
Nine Months Ended
September 30,
2014
2013
2014
2013
Interest income:
(in thousands, except per share amounts)
Loans, including fees
$
6,695
$
6,871
$
20,367
$
20,515
Investment securities and other
208
210
619
586
Total interest income
6,903
7,081
20,986
21,101
Interest expense:
Deposits
709
719
2,039
2,238
Other borrowings and convertible debt
126
328
524
1,136
Total interest expense
835
1,047
2,563
3,374
Net interest income
6,068
6,034
18,423
17,727
Provision for loan losses
(1,178
)
(1,563
)
(3,560
)
(2,843
)
Net interest income after provision for loan losses
7,246
7,597
21,983
20,570
Non-interest income:
Other loan fees
279
229
720
844
Gains from loan sales, net
57
62
150
334
Document processing fees
103
114
297
369
Service Charges
72
75
215
245
Other
41
197
344
493
Total non-interest income
552
677
1,726
2,285
Non-interest expenses:
Salaries and employee benefits
2,888
3,102
9,308
9,956
Occupancy, net
479
452
1,377
1,365
Professional services
436
308
1,167
913
Loan servicing and collection
187
511
586
1,111
Advertising and marketing
129
94
429
374
Data processing
144
128
425
403
Stock option
29
12
270
43
FDIC assessment
83
283
253
809
Depreciation
82
78
238
226
Net (gain) loss on sales/write-downs of foreclosed real estate and repossessed assets
(18
)
184
(168
)
360
Other
440
487
1,550
1,445
Total non-interest expenses
4,879
5,639
15,435
17,005
Income before provision for income taxes
2,919
2,635
8,274
5,850
Income taxes
1,207

3,414

Net income
1,712
2,635
4,860
5,850
Dividends and accretion on preferred stock
176
262
778
786
Discount on partial redemption of preferred stock


(144
)

Net income available to common stockholders
$
1,536
$
2,373
$
4,226
$
5,064
Earnings per share:
Basic
$
0.19
$
0.30
$
0.52
$
0.75
Diluted
$
0.18
$
0.29
$
0.51
$
0.60
Weighted average number of common shares outstanding:
Basic
8,200
7,865
8,120
6,731
Diluted
8,494
8,395
8,512
8,883
Dividends declared per common share
$
0.02
$

$
0.02
$


See the accompanying notes.
COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2014
2013
2014
2013
(in thousands)
Net income
$
1,712
$
2,635
$
4,860
$
5,850
Other comprehensive income (loss), net:
Unrealized income (loss) on securities available-for-sale (AFS), net (tax effect of ($23), $83, ($130), $180 for each respective period presented)
34
(119
)
188
(257
)
Net other comprehensive income (loss)
34
(119
)
188
(257
)
Comprehensive income
$
1,746
$
2,516
$
5,048
$
5,593

See the accompanying notes.

COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited)

Accumulated
Preferred Stock
Common Stock
Other
Total
Comprehensive
Retained
Stockholders'
Shares
Amount
Shares
Amount
Income (Loss)
Earnings
Equity
(in thousands)
Balance, December 31, 2013:
16
$
15,600
7,867
$
40,165
$
(274
)
$
12,065
$
67,556
Net income





4,860
4,860
Exercise of stock options


18
52


52
Conversion of debentures


318
1,430


1,430
Stock option expense



270


270
Preferred stock redemption and discount
(8
)
(7,804
)



144
(7,660
)
Dividends on preferred stock





(778
)
(778
)
Dividends on common stock





(164
)
(164
)
Other comprehensive income, net




188

188
Balance, September 30, 2014
8
$
7,796
8,203
$
41,917
$
(86
)
$
16,127
$
65,754

See the accompanying notes.

COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Nine Months Ended September 30,
2014
2013
(in thousands)
Cash flows from operating activities:
Net income
$
4,860
$
5,850
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan losses
(3,560
)
(2,843
)
Depreciation
238
226
Stock-based compensation
270
43
Deferred income taxes
(581
)

Net accretion of discounts and premiums for investment securities
(31
)

(Gains)/Losses on:
Sale of repossessed assets, net
(168
)
360
Sale of loans, net
(150
)
(334
)
Loans originated for sale and principal collections, net
(2,827
)
4,841
Changes in:
Other assets
5,369
4,121
Other liabilities
1,238
852
Servicing rights, net
168
133
Net cash provided by operating activities
4,826
13,249
Cash flows from investing activities:
Principal pay downs and maturities of available-for-sale securities
1,438
4,181
Purchase of available-for-sale securities
(5,132
)
(8,033
)
Proceeds from principal pay downs and maturities of securities held-to-maturity
1,099
1,870
Loan originations and principal collections, net
(22,427
)
(2,762
)
Liquidation of restricted stock, net
154
1,002
Net increase in interest-bearing deposits in other financial institutions

371
Proceeds from held for investment loan sales

5,101
Purchase of premises and equipment, net
(233
)
(143
)
Proceeds from sale of other real estate owned and repossessed assets, net
3,552
2,951
Net cash (used in) provided by investing activities
(21,549
)
4,538
Cash flows from financing activities:
Net increase (decrease) in deposits
48,615
(3,129
)
Net decrease in borrowings
(12,034
)

Exercise of stock options
52
21
Cash dividends paid on common stock
(164
)

Redemption of preferred stock
(7,660
)

Cash dividends paid on preferred stock
(2,222
)

Net cash provided by (used in) financing activities
26,587
(3,108
)
Net� increase in cash and cash equivalents
9,864
14,679
Cash and cash equivalents at beginning of year
19,478
27,891
Cash and cash equivalents at end of period
$
29,342
$
42,570
Supplemental disclosure:
Cash paid during the period for:
Interest
$
2,513
$
3,399
Income taxes
2,301
462
Non-cash investing and financing activity:
Transfers to other assets acquired through foreclosure, net
928
5,753
Preferred stock dividends declared, not paid

585
Conversion of debentures
1,408
6,410

See the accompanying notes.

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).� These entities are collectively referred to herein 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 fair value of other real estate owned.� Although management believes these estimates to be reasonably accurate, actual amounts may differ.� In the opinion of management, all adjustments considered necessary have been reflected in the financial statements during their preparation.
Interim financial information
The accompanying unaudited consolidated financial statements as of September 30, 2014 and 2013 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, 2013.
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 Companys audited consolidated financial statements.
Reclassifications
Certain amounts in the consolidated financial statements as of December 31, 2013 and for the three and nine months ended September 30, 2013 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, commercial agriculture and single family residential loans.� The Company did not incur any lower of cost or fair value provision in the three and nine months ended September 30, 2014 and 2013.
Loans Held for Investmentand 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 customers unused line of credit and fees related to standby letters of credit are recognized over the commitment period.
When loans are repaid, any remaining unamortized balances of unearned fees, deferred fees and costs and premiums and discounts paid on purchased loans are accounted for through interest income.
Nonaccrual loans:� For all loan types, when a borrower discontinues making payments as contractually required by the note, the Company must determine whether it is appropriate to continue to accrue interest.� Generally, the Company places loans in a nonaccrual status and ceases recognizing interest income when the loan has become delinquent by more than 90 days or when management determines that the full repayment of principal and collection of interest is unlikely.� The Company may decide to continue to accrue interest on certain loans more than 90 days delinquent if they are well secured by collateral and in the process of collection.� Other personal loans are typically charged off no later than 180 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 loans observable market price.
Troubled debt restructured loan (TDR): A TDR is a loan on which the Company, for reasons related to the borrowers 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 Credit 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 managements 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.
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 borrowers 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 Companys 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 Companys 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, HELOCs 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.� Other consumer loans which are not secured and unpaid over 90-120 days are charged-off in full.
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 this 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 generally greater than $500,000, 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 Companys 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 loans observable market price.
Interest income is not recognized on impaired loans except for limited circumstances in which a loan, although impaired, continues to perform in accordance with the loan contract and the borrower provides financial information to support maintaining the loan on accrual.
The Company determines the appropriate ALL on a monthly basis.� Any differences between estimated and actual observed losses from the prior month are reflected in the current period in determining the appropriate ALL determination and adjusted as deemed necessary.� The review of the appropriateness of the allowance takes into consideration such factors as concentrations of credit, changes in the growth, size and composition of the loan portfolio, overall and individual portfolio quality, review of specific problem loans, collateral, guarantees and economic and environmental conditions that may affect the borrowers' ability to pay and/or the value of the underlying collateral.� Additional factors considered include: geographic location of borrowers, changes in the Companys 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 the following factors:
Concentrations of credit
International risk
Trends in volume, maturity, and composition
Volume and trend in delinquency
Economic conditions
Outside exams
Geographic distance
Policy and changes
Staff experience and ability
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 customers 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 managements 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 and quantitative 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 include 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, management 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 weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets may not be realized.� Any interest or penalties assessed by the taxing authorities is classified in the financial statements as income tax expense.� Deferred tax assets are included in other assets on the consolidated balance sheets.
Management evaluates the Companys deferred tax assets for recoverability using a consistent approach which considers the relative impact of negative and positive evidence, including the Companys 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 available to common shareholders.� 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 July 2013, the FASB issued guidance within ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in ASU 2013-11 to Topic 740, Income Taxes, updates the presentation of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward.� However, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets.� The adoption of this standard did not have a material impact on the Companys consolidated financial statements.
In January 2014, the FASB issued guidance within ASU 2014-04, Receivables - Troubled Debt Restructurings by Creditors: Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.� The amendments in ASU 2014-04, Subtopic 310-40, Receivables -Troubled Debt Restructurings by Creditors, clarify that an in-substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure, or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement.� Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction.�� ASC 2014-04 are effective for the Company using either a modified retrospective transition method or a prospective transition method for reporting periods beginning after December 15, 2014.� The adoption of this standard is not expected to have a material impact on the Companys consolidated financial statements.
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 Company is currently evaluating the impact of the provisions in this standard on the Companys consolidated financial statements.
2.
INVESTMENT SECURITIES
The amortized cost and estimated fair value of investment securities are as follows:

September 30, 2014
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Fair
Value
Securities available-for-sale
(in thousands)
U.S. government agency notes
$
7,895
$
43
$
(98
)
$
7,840
U.S. government agency collateralized mortgage obligations ("CMO")
14,712
12
(102
)
14,622
Equity securities: Farmer Mac class A stock
66
-
(2
)
64
Total
$
22,673
$
55
$
(202
)
$
22,526
Securities held-to-maturity
U.S. government agency MBS
$
8,578
$
398
$
(1
)
$
8,975
Total
$
8,578
$
398
$
(1
)
$
8,975

December 31, 2013
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Fair
Value
Securities available-for-sale
(in thousands)
U.S. government agency notes
$
7,867
$
-
$
(389
)
$
7,478
U.S. government agency MBS
61
3
-
64
U.S. government agency CMO
10,943
11
(93
)
10,861
Equity securities: Farmer Mac class A stock
66
3
-
69
Total
$
18,937
$
17
$
(482
)
$
18,472
Securities held-to-maturity
U.S. government agency MBS
$
9,688
$
442
$
(29
)
$
10,101
Total
$
9,688
$
442
$
(29
)
$
10,101

At September 30, 2014 and December 31, 2013, $31.0 million and $28.0 million of securities at carrying value, respectively, were pledged to the Federal Home Loan Bank (FHLB), as collateral for current and future advances.
The Company had no investment security sales in the first nine months of 2014 or 2013.

The maturity periods and weighted average yields of investment securities at September 30, 2014 and December 31, 2013 were as follows:

September 30, 2014
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
$
7,840
2.0
%
$
-
-
$
-
-
$
-
-
$
7,840
2.0
%
U.S. government agency CMO
-
-
8,145
1.0
%
2,842
0.6
%
3,635
1.1
%
14,622
1.0
%
Farmer Mac class A stock
-
-
-
-
-
-
-
-
64
-
Total
$
7,840
2.0
%
$
8,145
1.0
%
$
2,842
0.6
%
$
3,635
1.1
%
$
22,526
1.3
%
Securities held-to-maturity
U.S. government agency MBS
$
-
-
$
2,858
4.3
%
$
5,720
2.4
%
$
-
-
$
8,578
3.0
%
Total
$
-
-
$
2,858
4.3
%
$
5,720
2.4
%
$
-
-
$
8,578
3.0
%

December 31, 2013
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
$
7,478
1.9
%
$
-
-
$
-
-
$
-
-
$
7,478
1.9
%
U.S. government agency MBS
-
-
-
-
64
2.2
%
-
-
64
2.2
%
U.S. government agency CMO
-
-
5,075
0.6
%
3,854
0.6
%
1,932
0.9
%
10,861
0.7
%
Farmer Mac class A stock
-
-
-
-
-
-
-
-
69
-
Total
$
7,478
1.9
%
$
5,075
0.6
%
$
3,918
0.6
%
$
1,932
0.9
%
$
18,472
1.2
%
Securities held-to-maturity
U.S. government agency MBS
$
-
-
$
2,641
4.4
%
$
7,047
2.7
%
$
-
-
$
9,688
3.1
%
Total
$
-
-
$
2,641
4.4
%
$
7,047
2.7
%
$
-
-
$
9,688
3.1
%

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

September 30,
December 31,
2014
2013
Amortized
Cost
Estimated
Fair Value
Amortized
Cost
Estimated
Fair Value
Securities available for sale
(in thousands)
Due in one year or less
$
7,895
$
7,840
$
7,867
$
7,478
After one year through five years
8,172
8,145
5,070
5,075
After five years through ten years
2,859
2,842
3,945
3,918
After ten years
3,681
3,635
1,989
1,932
Farmer Mac class A stock
66
64
66
69
$
22,673
$
22,526
$
18,937
$
18,472
Securities held to maturity
Due in one year or less
$
-
$
-
$
-
$
-
After one year through five years
2,858
3,054
2,641
2,815
After five years through ten years
5,720
5,921
7,047
7,286
After ten years
-
-
-
-
$
8,578
$
8,975
$
9,688
$
10,101

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

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

September 30, 2014
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
$
-
$
-
$
98
$
5,898
$
98
$
5,898
U.S. government agency CMO
65
6,789
37
4,183
102
10,972
Equity securities: Farmer Mac class A stock
2
64
-
-
2
64
$
67
$
6,851
$
135
$
10,081
$
202
$
16,932
Securities held-to-maturity
U.S. Government-agency MBS
$
1
$
1,073
$
-
$
-
$
1
$
1,073
Total
$
1
$
1,073
$
-
$
-
$
1
$
1,073

December 31, 2013
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
$
389
$
7,478
$
-
$
-
$
389
$
7,478
U.S. government agency CMO
93
6,958
-
-
93
6,958
Equity securities: Farmer Mac class A stock
-
-
-
-
-
-
$
482
$
14,436
$
-
$
-
$
482
$
14,436
Securities held-to-maturity
U.S. Government-agency MBS
$
29
$
1,063
$
-
$
-
$
29
$
1,063
Total
$
29
$
1,063
$
-
$
-
$
29
$
1,063

As of September 30, 2014 and December 31, 2013, there were twelve and nine 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 Companys 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 September 30, 2014 and December 31, 2013, management believes the impairments detailed in the table above are temporary and no other-than-temporary impairment loss has been realized in the Companys consolidated income statements.
3.
LOAN SALES AND SERVICING
SBA and Agriculture Loans
The Company periodically sells the guaranteed portion of selected SBA loans into the secondary market, on a servicing-retained basis.� The Company retains the unguaranteed portion of these loans and services the loans as required under the SBA programs to retain specified yield amounts.
On certain SBA loan sales that occurred prior to 2003, the Company retained interest only strips (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.� 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.
Historically, the Company elected to use the amortizing method for the treatment of servicing assets and 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 a group of SBA loans in 2012, the Company recorded a servicing asset and elected to measure this asset at fair value in accordance with ASC 825-10  Fair Value Option to better reflect the impact of subsequent changes in interest rates.
The SBA program stipulates that the Company retains a minimum of 5% of the loan balance, which is unguaranteed.� The percentage of each unguaranteed loan in excess of 5% may be periodically sold to a third party, typically for a cash premium.� The Company records servicing liabilities for the sold unguaranteed loans.� These servicing liabilities are calculated based on the present value of the estimated future servicing costs associated with each loan.� The balance of the remaining servicing liabilities at September 30, 2014 was not material to the Companys financial position or results of operations.
The Company may also periodically sell certain SBA loans into the secondary market, on a servicing-released basis, typically for a cash premium.� As of September 30, 2014 and December 31, 2013, the Company had approximately $42.1 million and $47.6 million, respectively, of SBA loans included in loans held for sale.� As of September 30, 2014 and December 31, 2013, the principal balance of SBA loans serviced for others was $25.4 million and $30.7 million, respectively.
The Companys 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 September 30, 2014 and December 31, 2013, the Company had $24.1 million and $16.8 million of USDA loans included in loans held for sale, respectively. As of September 30, 2014 and December 31, 2013, the principal balance of USDA loans serviced for others was $1.4 million and $2.5 million, respectively.

The following table presents the I/O strips activity as of the periods presented:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2014
2013
2014
2013
(in thousands)
Beginning balance
$
329
$
394
$
334
$
426
Adjustment to fair value
(11
)
(18
)
(16
)
(50
)
Ending balance
$
318
$
376
$
318
$
376

The key data assumptions used in estimating the fair value of the I/O strips as of the periods presented were as follows:

September 30,
2014
2013
Weighted-average constant prepayment rate
5.39
%
5.17
%
Weighted-average life (in years)
6
6
Weighted-average discount rate
10.53
%
12.74
%
A sensitivity analysis of the fair value of the I/O strips to changes in certain key assumptions is presented in the following table:

September 30,
2014
2013
( in thousands)
Discount Rate
Increase in fair value from 100 basis point decrease
$
9
$
11
Decrease in fair value from 100 basis point increase
(9
)
(10
)
Constant Prepayment Rate
Increase in fair value from 10 percent decrease
5
5
Decrease in fair value from 10 percent increase
(4
)
(5
)
The following is a summary of the activity for servicing assets accounted for under the amortization method:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2014
2013
2014
2013
(in thousands)
Beginning balance
$
211
$
326
$
268
$
383
Amortization
(29
)
(28
)
(86
)
(85
)
Ending balance
$
182
$
298
$
182
$
298

The following is a summary of the activity for servicing assets accounted for under the fair value method:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2014
2013
2014
2013
(in thousands)
Beginning balance
$
275
$
304
$
300
$
348
Adjustment to fair value
(57
)
(4
)
(82
)
(48
)
Ending balance
$
218
$
300
$
218
$
300

The key data and assumptions used in estimating the fair value of servicing rights as of the periods presented were as follows:

September 30,
2014
2013
Weighted-average constant prepayment rate
5.66
%
4.62
%
Weighted-average life (in years)
9
9
Weighted-average discount rate
10.79
%
13.48
%
A sensitivity analysis of the fair value of servicing assets to change in certain key assumptions is presented in the following table:

September 30,
2014
2013
(in thousands)
Discount Rate
Increase in fair value from 100 basis points decrease
$
10
$
12
Decrease in fair value from 100 basis points increase
(9
)
(11
)
Constant Prepayment Rate
Increase in fair value from 10 percent decrease
5
6
Decrease in fair value from 10 percent increase
(5
)
(5
)
This sensitivity analysis generally cannot be extrapolated because the relationship of a change in one key assumption to the change in the fair value of the Companys servicing rights usually is not linear.� In addition, the effect of changing one key assumption without changing other assumptions is not a viable option.
Mortgage Loans
From time to time, the Company enters into mortgage loan rate lock commitments (normally for 30 days) with potential borrowers.� In conjunction therewith, the Company enters into a forward sale commitment to sell the locked loan to a third party investor.� This forward sale agreement requires delivery of the loan on a best efforts basis but does not obligate the Company to deliver if the mortgage loan does not fund.
The mortgage rate lock agreement and the forward sale agreement qualify as derivatives.� The value of these derivatives is generally equal to the fee, if any, charged to the borrower at inception but may fluctuate in the event of changes in interest rates.� These derivative financial instruments are recorded at fair value if material.� Although the Company does not attempt to qualify these transactions for the special hedge accounting, management believes that changes in the fair value of the two commitments generally offset and create an economic hedge.� At September 30, 2014, the Company had $1.5 million in outstanding mortgage loan interest rate lock commitments.� The value of related derivative instruments was not material to the Companys financial position or results of operations.� The Company had no commitments of this nature at December 31, 2013.� At September 30, 2014 the Company had $1.2 million of mortgage loans held for sale.
4.
LOANS HELD FOR INVESTMENT
The composition of the Companys loans held for investment loan portfolio follows:
September 30,
December 31,
2014
2013
(in thousands)
Manufactured housing
$
169,910
$
172,055
Commercial real estate
164,277
142,678
Commercial
48,703
45,647
SBA
20,433
24,066
HELOC
14,820
15,418
Single family real estate
14,065
10,150
Consumer
175
184
432,383
410,198
Allowance for loan losses
9,236
12,208
Deferred fees, net
238
45
Discount on SBA loans
244
339
Total loans held for investment, net
$
422,665
$
397,606

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

September 30, 2014
Current
30-59 Days
Past Due
60-89 Days
Past Due
Over 90 Days
Past Due
Total
Past Due
Total
Recorded
Investment
Over 90 Days
and Accruing
(in thousands)
Manufactured housing
$
169,742
$
-
$
99
$
69
$
168
$
169,910
$
-
Commercial real estate:
Commercial real estate
122,634
-
-
-
-
122,634
-
SBA 504 1st trust deed
28,739
-
-
-
-
28,739
-
Land
2,341
-
-
-
-
2,341
-
Construction
10,563
-
-
-
-
10,563
-
Commercial
48,703
-
-
-
-
48,703
-
SBA
20,412
-
-
21
21
20,433
-
HELOC
14,526
-
-
294
294
14,820
-
Single family real estate
13,698
231
136
367
14,065
-
Consumer
175
-
-
-
-
175
-
Total
$
431,533
$
231
$
99
$
520
$
850
$
432,383
$
-

December 31, 2013
Current
30-59 Days
Past Due
60-89 Days
Past Due
Over 90 Days
Past Due
Total
Past Due
Total
Recorded
Investment
Over 90 Days
and Accruing
(in thousands)
Manufactured housing
$
170,647
$
1,076
$
135
$
197
$
1,408
$
172,055
$
-
Commercial real estate:
Commercial real estate
96,393
-
-
-
-
96,393
-
SBA 504 1st trust deed
33,798
-
-
467
467
34,265
-
Land
1,817
140
-
-
140
1,957
-
Construction
10,063
-
-
-
-
10,063
-
Commercial
45,605
42
-
-
42
45,647
-
SBA (1)
23,613
149
-
304
453
24,066
-
HELOC
15,393
25
-
-
25
15,418
-
Single family real estate
10,084
-
-
66
66
10,150
66
Consumer
184
-
-
-
-
184
-
Total
$
407,597
$
1,432
$
135
$
1,034
$
2,601
$
410,198
$
66

(1) $0.4 million of the $0.5 million SBA loans past due are guaranteed by the SBA.
Allowance for Loan Losses
The following table summarizes the changes in the allowance for loan losses:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2014
2013
2014
2013
(in thousands)
Beginning balance
$
10,496
$
12,456
$
12,208
$
14,464
Charge-offs
(318
)
(692
)
(750
)
(1,959
)
Recoveries
236
1,453
1,338
1,992
Net (charge-offs) recoveries
(82
)
761
588
33
Provision
(1,178
)
(1,563
)
(3,560
)
(2,843
)
Ending balance
$
9,236
$
11,654
$
9,236
$
11,654

As of September 30, 2014 and December 31, 2013, the Company had reserves for credit losses on undisbursed loans of $0.1 million 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 September 30,
Manufactured
Housing
Commercial
Real Estate
Commercial
SBA
HELOC
Single Family
Real Estate
Consumer
Total
2014
(in thousands)
Beginning balance
$
4,753
$
1,985
$
1,503
$
1,750
$
238
$
265
$
2
$
10,496
Charge-offs
(112
)
-
-
(140
)
-
(66
)
-
(318
)
Recoveries
37
13
38
144
3
1
-
236
Net charge-offs
(75
)
13
38
4
3
(65
)
-
(82
)
Provision
(225
)
(459
)
(137
)
(320
)
(51
)
14
-
(1,178
)
Ending balance
$
4,453
$
1,539
$
1,404
$
1,434
$
190
$
214
$
2
$
9,236
2013
Beginning balance
$
5,691
$
2,654
$
1,529
$
2,073
$
311
$
197
$
1
$
12,456
Charge-offs
(379
)
(157
)
(32
)
(76
)
-
(48
)
-
(692
)
Recoveries
119
1,135
45
149
1
4
-
1,453
Net charge-offs
(260
)
978
13
73
1
(44
)
-
761
Provision
(80
)
(1,266
)
(365
)
132
(32
)
48
-
(1,563
)
Ending balance
$
5,351
$
2,366
$
1,177
$
2,278
$
280
$
201
$
1
$
11,654

Nine Months Ended September 30,
Manufactured
Housing
Commercial
Real Estate
Commercial
SBA
HELOC
Single Family
Real Estate
Consumer
Total
2014
(in thousands)
Beginning balance
$
5,114
$
2,552
$
2,064
$
1,951
$
280
$
245
$
2
$
12,208
Charge-offs
(516
)
(16
)
-
(152
)
-
(66
)
-
(750
)
Recoveries
75
844
114
281
21
3
-
1,338
Net charge-offs
(441
)
828
114
129
21
(63
)
-
588
Provision
(220
)
(1,841
)
(774
)
(646
)
(111
)
32
-
(3,560
)
Ending balance
$
4,453
$
1,539
$
1,404
$
1,434
$
190
$
214
$
2
$
9,236
2013
Beginning balance
$
5,945
$
2,627
$
2,325
$
2,733
$
634
$
198
$
2
$
14,464
Charge-offs
(1,088
)
(161
)
(149
)
(355
)
(39
)
(136
)
(31
)
(1,959
)
Recoveries
248
1,185
154
396
2
7
-
1,992
Net charge-offs
(840
)
1,024
5
41
(37
)
(129
)
(31
)
33
Provision
246
(1,285
)
(1,153
)
(496
)
(317
)
132
30
(2,843
)
Ending balance
$
5,351
$
2,366
$
1,177
$
2,278
$
280
$
201
$
1
$
11,654

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

Manufactured Housing
Commercial Real Estate
Commercial
SBA
HELOC
Single Family
Real Estate
Consumer
Total
Loans
Loans Held for Investment as of September 30, 2014:
(in thousands)
Recorded Investment:
Impaired loans with an allowance recorded
$
4,782
$
2,846
$
3,270
$
1,604
$
381
$
608
$
-
$
13,491
Impaired loans with no allowance recorded
2,561
887
45
21
-
93
-
3,607
Total loans individually evaluated for impairment
7,343
3,733
3,315
1,625
381
701
-
17,098
Loans collectively evaluated for impairment
162,567
160,544
45,388
18,808
14,439
13,364
175
415,285
Total loans held for investment
$
169,910
$
164,277
$
48,703
$
20,433
$
14,820
$
14,065
$
175
$
432,383
Unpaid Principal Balance
Impaired loans with an allowance recorded
$
5,236
$
3,005
$
5,015
$
8,258
$
392
$
651
$
-
$
22,557
Impaired loans with no allowance recorded
4,004
2,936
50
121
-
192
-
7,303
Total loans individually evaluated for impairment
9,240
5,941
5,065
8,379
392
843
-
29,860
Loans collectively evaluated for impairment
162,567
160,544
45,388
18,808
14,439
13,364
175
415,285
Total loans held for investment
$
171,807
$
166,485
$
50,453
$
27,187
$
14,831
$
14,207
$
175
$
445,145
Related Allowance for Credit Losses
Impaired loans with an allowance recorded
$
421
$
110
$
292
$
95
$
5
$
44
$
-
$
967
Impaired loans with no allowance recorded
-
-
-
-
-
-
-
-
Total loans individually evaluated for impairment
421
110
292
95
5
44
-
967
Loans collectively evaluated for impairment
4,032
1,429
1,112
1,339
185
170
2
8,269
Total loans held for investment
$
4,453
$
1,539
$
1,404
$
1,434
$
190
$
214
$
2
$
9,236

Manufactured Housing
Commercial Real Estate
Commercial
SBA
HELOC
Single Family
Real Estate
Consumer
Total
Loans
Loans Held for Investment as of December 31, 2013:
(in thousands)
Recorded Investment:
Impaired loans with an allowance recorded
$
6,368
$
2,322
$
3,583
$
1,607
$
615
$
645
$
-
$
15,140
Impaired loans with no allowance recorded
2,782
1,628
254
210
-
106
-
4,980
Total loans individually evaluated for impairment
9,150
3,950
3,837
1,817
615
751
-
20,120
Loans collectively evaluated for impairment
162,905
138,728
41,810
22,249
14,803
9,399
184
390,078
Total loans held for investment
$
172,055
$
142,678
$
45,647
$
24,066
$
15,418
$
10,150
$
184
$
410,198
Unpaid Principal Balance
Impaired loans with an allowance recorded
$
6,962
$
2,367
$
3,956
$
8,045
$
630
$
664
$
-
$
22,624
Impaired loans with no allowance recorded
4,536
3,834
235
1,610
-
244
-
10,459
Total loans individually evaluated for impairment
11,498
6,201
4,191
9,655
630
908
-
33,083
Loans collectively evaluated for impairment
162,905
138,728
41,810
22,249
14,803
9,399
184
390,078
Total loans held for investment
$
174,403
$
144,929
$
46,001
$
31,904
$
15,433
$
10,307
$
184
$
423,161
Related Allowance for Credit Losses
Impaired loans with an allowance recorded
$
618
$
159
$
437
$
139
$
29
$
57
$
-
$
1,439
Impaired loans with no allowance recorded
-
-
-
-
-
-
-
-
Total loans individually evaluated for impairment
618
159
437
139
29
57
-
1,439
Loans collectively evaluated for impairment
4,496
2,393
1,627
1,812
251
188
2
10,769
Total loans held for investment
$
5,114
$
2,552
$
2,064
$
1,951
$
280
$
245
$
2
$
12,208

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 September 30, 2014 and December 31, 2013.

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

September 30,
December 31,
2014
2013
(in thousands)
Impaired loans with a specific valuation allowance under ASC 310
$
13,491
$
15,140
Impaired loans without a specific valuation allowance under ASC 310
3,607
4,980
Total impaired loans
$
17,098
$
20,120
Valuation allowance related to impaired loans
$
967
$
1,439

The following tables summarize impaired loans by class of loans:

September 30,
December 31,
2014
2013
(in thousands)
Manufactured housing
$
7,343
$
9,150
Commercial real estate :
Commercial real estate
2,411
2,805
SBA 504 1st trust deed
1,322
1,005
Land
-
140
Construction
-
-
Commercial
3,315
3,837
SBA
1,625
1,817
HELOC
381
615
Single family real estate
701
751
Consumer
-
-
Total
$
17,098
$
20,120

The following table summarizes average investment in impaired loans by class of loans and the related interest income recognized as of and for the periods ended:

Three�Months Ended
September 30,
2014
2013
Average Investment
Interest
Average Investment
Interest
in Impaired Loans
Income
in Impaired Loans
Income
(in thousands)
Manufactured housing
$
7,240
$
260
$
9,454
$
85
Commercial real estate:
Commercial real estate
2,333
-
7,811
10
SBA 504 1st trust deed
1,265
18
1,089
4
Land
-
-
-
-
Construction
-
-
-
-
Commercial
3,206
17
2,789
142
SBA
1,560
3
1,790
34
HELOC
453
-
397
3
Single family real estate
668
1
747
1
Consumer
-
-
-
-
Total
$
16,725
$
299
$
24,077
$
279

Nine Months Ended
September 30,
2014
2013
Average Investment
Interest
Average Investment
Interest
in Impaired Loans
Income
in Impaired Loans
Income
(in thousands)
Manufactured housing
$
8,072
$
404
$
9,528
$
182
Commercial real estate:
Commercial real estate
2,539
-
8,875
94
SBA 504 1st
1,029
48
1,163
28
Land
68
-
-
-
Construction
-
-
-
-
Commercial
3,447
69
3,831
208
SBA
1,671
9
1,432
136
HELOC
526
8
313
3
Single family real estate
707
3
452
10
Consumer
-
-
-
-
Total
$
18,059
$
541
$
25,594
$
661

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

September 30,
December 31,
2014
2013
(in thousands)
Nonaccrual loans
$
17,475
$
23,263
SBA guaranteed portion of loans included above
(6,536
)
(6,426
)
Total nonaccrual loans, net
$
10,939
$
16,837
Troubled debt restructured loans, gross
$
10,052
$
12,308
Loans 30 through 89 days past due with interest accruing
$
-
$
161
Allowance for loan losses to gross loans held for investment
2.14
%
2.98
%

The accrual of interest is discontinued when substantial doubt exists as to collectibility 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 troubled debt restructured loans for the three months ended September 30, 2014 and 2013 were $0.3 million and $0.5 million, respectively.� Foregone interest on nonaccrual and trouble debt restructured loans for the nine months ended September 30, 2014 and 2013 were $1.0 million and $1.4 million, respectively.

The following table presents the composition of nonaccrual loans, net of government guarantees, by class of loans:

September 30,
December 31,
2014
2013
(in thousands)
Manufactured housing
$
1,536
$
6,235
Commercial real estate:
Commercial real estate
2,411
2,806
SBA 504 1st trust deed
1,048
726
Land
-
140
Construction
-
-
Commercial
3,315
3,837
SBA
1,619
1,803
HELOC
381
615
Single family real estate
629
675
Consumer
-
-
Total
$
10,939
$
16,837
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 Companys risk rating system, the Company classifies problem and potential problem loans as Special Mention, Substandard, Doubtful and Loss.� Substandard loans are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.� Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.� They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.� Loans classified as Doubtful, have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses present 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.� 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 affected in the future.� Losses are taken in the period in which they surface as uncollectible.� 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 managements 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.
The following tables present gross loans by risk rating:

September 30, 2014
Pass
Special
Mention
Substandard
Doubtful
Total
(in thousands)
Manufactured housing
$
154,193
$
-
$
15,717
$
-
$
169,910
Commercial real estate:
Commercial real estate
116,058
-
6,576
-
122,634
SBA 504 1st trust deed
25,286
2,131
1,322
-
28,739
Land
2,341
-
-
-
2,341
Construction
10,563
-
-
-
10,563
Commercial
45,238
-
3,460
5
48,703
SBA
13,023
181
1,677
-
14,881
HELOC
13,932
-
888
-
14,820
Single family real estate
13,192
-
873
-
14,065
Consumer
175
-
-
-
175
Total, net
$
394,001
$
2,312
$
30,513
$
5
$
426,831
SBA guarantee
-
-
5,439
113
5,552
Total
$
394,001
$
2,312
$
35,952
$
118
$
432,383

December 31, 2013
Pass
Special
Mention
Substandard
Doubtful
Total
(in thousands)
Manufactured housing
$
158,533
$
-
$
13,522
$
-
$
172,055
Commercial real estate:
Commercial real estate
89,319
3,600
3,474
-
96,393
SBA 504 1st trust deed
33,012
248
1,005
-
34,265
Land
1,817
-
140
-
1,957
Construction
10,063
-
-
-
10,063
Commercial
41,147
327
4,150
23
45,647
SBA
14,773
136
2,053
-
16,962
HELOC
13,806
491
1,121
-
15,418
Single family real estate
9,226
-
924
-
10,150
Consumer
184
-
-
-
184
Total, net
$
371,880
$
4,802
$
26,389
$
23
$
403,094
SBA guarantee
-
-
6,719
385
7,104
Total
$
371,880
$
4,802
$
33,108
$
408
$
410,198

A TDR is a loan on which the bank, for reasons related to a borrowers 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 borrowers 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 banks 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.
The following tables summarize the financial effects of TDR loans by loan class for the periods presented:

For the Three Months Ended September 30, 2014
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
-
$
-
$
-
$
-
$
-
$
-
Total
-
$
-
$
-
$
-
$
-
$
-

`
For the Nine Months Ended September 30, 2014
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
5
$
272
$
272
$
272
$
272
$
10
Total
5
$
272
$
272
$
272
$
272
$
10

For the Three Months Ended September 30, 2013
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
$
265
$
265
$
265
$
265
$
15
Commercial real estate
-
-
-
-
-
-
Commercial
4
3,501
3,501
-
3,501
221
SBA
-
-
-
-
-
-
Single family real estate
1
147
147
147
147
12
Total
9
$
3,913
$
3,913
$
412
$
3,913
$
248

`
For the Nine Months Ended September 30, 2013
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
18
$
1,431
$
1,405
$
444
$
1,405
$
170
Commercial real estate
2
655
655
-
655
45
Commercial
6
4,011
4,011
-
4,011
256
SBA
1
87
87
-
87
16
Single family real estate
1
147
147
147
147
12
Total
28
$
6,331
$
6,305
$
591
$
6,305
$
499

The average rate concessions were 70 basis points for the nine months ended September 30, 2014 and 200 basis points and 163 basis points for the three and nine months ended September 30, 2013, respectively.� The average term extension in months was 180 for the third quarter and year to date 2014, respectively, and 65 months for the third quarter 2013 and 96 months for the year to date 2013, respectively.
The following tables present TDR's by class for which there was a payment default during the period:

Three Months Ended
September 30,
2014
2013
Number
of Loans
Recorded
Investment
Effect on
Allowance for
Loan Losses
Number
of Loans
Recorded
Investment
Effect on
Allowance for
Loan Losses
(dollars in thousands)
Manufactured housing
-
$
-
$
-
-
$
-
$
-
Total
-
$
-
$
-
-
$
-
$
-

Nine Months Ended
September 30,
2014
2013
Number
of Loans
Recorded
Investment
Effect on
Allowance for
Loan Losses
Number
of Loans
Recorded
Investment
Effect on
Allowance for
Loan Losses
(dollars in thousands)
Manufactured housing
1
$
18
$
1
5
$
375
$
9
Total
1
$
18
$
1
5
$
375
$
9

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.
At September 30, 2014 there were no material loan commitments outstanding on TDR loans.
5.
OTHER ASSETS ACQUIRED THROUGH FORECLOSURE
The following table summarizes the changes in other assets acquired through foreclosure:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2014
2013
2014
2013
(in thousands)
Balance, beginning of period
$
610
$
4,100
$
3,811
$
1,889
Additions
137
850
822
5,845
Dispositions and receivables from participants
(290
)
(791
)
(4,326
)
(3,399
)
Gains (losses) on sales, net
18
(184
)
168
(360
)
Balance, end of period
$
475
$
3,975
$
475
$
3,975

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 Companys 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 managements 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 Companys 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 September 30, 2014 or December 31, 2013.� The estimated fair value amounts for September 30, 2014 and December 31, 2013 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 Companys assets and liabilities.
Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimate, comparisons between the Companys disclosures and those of other companies or banks may not be meaningful.

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:
September 30, 2014
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
$
64
$
22,462
$
-
$
22,526
Interest only strips
-
-
318
318
Servicing assets
-
-
218
218
$
64
$
22,462
$
536
$
23,062

Fair Value Measurements at the End of the Reporting Period Using:
December 31, 2013
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
$
69
$
18,403
$
-
$
18,472
Interest only strips
-
-
334
334
Servicing assets
-
-
300
300
$
69
$
18,403
$
634
$
19,106

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 that occurred prior to 2003, the Company retained 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.� For additional information see Note 3 Loan Sales and Servicing beginning on page 15.
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.
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 September 30, 2014:
Impaired loans
$
6,160
$
-
$
6,160
$
-
Loans held for sale
72,077
-
72,077
-
Foreclosed real estate and repossesed assets
475
-
475
-
$
78,712
$
-
$
78,712
$
-
As of December 31, 2013:
Impaired loans
$
7,105
$
-
$
7,105
$
-
Loans held for sale
68,766
-
68,766
-
Foreclosed real estate and repossesed assets
3,811
-
3,811
-
$
79,682
$
-
$
79,682
$
-

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 loans collateral, if the loan is collateral dependent.� The fair value of the loans collateral is determined by appraisals or independent valuation.� When the fair value of the loans 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.
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 September 30, 2014 and December 31, 2013, the Company had loans held for sale with an aggregate carrying value of $67.4 million and $64.4 million respectively.
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 Companys financial instruments is as follows:

September 30, 2014
Carrying
Fair Value
Amount
Level 1
Level 2
Level 3
Total
Financial assets:
(in thousands)
Cash and cash equivalents
$
29,342
$
29,342
$
-
$
-
$
29,342
Interest-bearing deposits in other financial institutions
99
99
-
-
99
FRB and FHLB stock
3,089
-
3,089
-
3,089
Investment securities
31,104
64
31,437
�-
31,501
Loans, net
490,041
-
496,072
9,970
506,042
Financial liabilities:
Deposits
484,750
-
485,022
-
485,022
Other borrowings
18,000
-
18,152
-
18,152

December 31, 2013
Carrying
Fair Value
Amount
Level 1
Level 2
Level 3
Total
Financial assets:
(in thousands)
Cash and cash equivalents
$
19,478
$
19,478
$
-
$
-
$
19,478
Interest-bearing deposits in other financial institutions
99
99
-
-
99
FRB and FHLB stock
3,243
-
3,243
-
3,243
Investment securities
28,160
69
28,504
-
28,573
Loans, net
462,005
-
457,890
11,576
469,466
Financial liabilities:
Deposits
436,135
-
436,094
-
436,094
Other borrowings
31,442
-
32,017
-
32,017

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.
Federal Reserve Stockand 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.
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.
Loans  For most loan categories, the fair value is estimated using discounted cash flows utilizing an appropriate discount rate and historical prepayment speeds.� For certain adjustable loans that reprice on a frequent basis carrying value approximates fair value.� 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.
Other borrowings  The fair value is estimated using a discounted cash flow analysis based on rates for similar types of borrowing arrangements.�� The carrying value of FRB advances approximates the fair value due to the short term nature of these borrowings.� The fair value measurement of other borrowings is categorized as Level 2.
Off-balance sheet instruments  Fair values for the Companys 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.
The estimated fair value of standby letters of credit outstanding at September 30, 2014 and December 31, 2013 was insignificant.� Loan commitments on which the committed interest rates were less than the current market rate are also insignificant at September 30, 2014 and December 31, 2013.
7.
OTHER BORROWINGS AND CONVERTIBLE DEBENTURES
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 CWBs eligible loans and securities.� Total FHLB advances were $18.0 million at September 30, 2014 and $30.0 million at December 31, 2013, borrowed at fixed rates with a weighted average rate of 2.74% and 2.77%, respectively.� The Company also had a $35.0 million letter of credit with FHLB at September 30, 2014 to secure public funds.� At September 30, 2014, CWB had pledged to the FHLB, $31.0 million of securities and $88.0 million of loans.� At September 30, 2014, CWB had $71.6 million available for additional borrowing.� At December 31, 2013, CWB had pledged to the FHLB, $28.0 million of securities and $27.3 million of loans. At December 31, 2013, CWB had $61.4 million available for additional borrowing.� Total FHLB interest expense for the three and nine months ended September 30, 2014 and 2013 was $0.1 million and $0.5 million, and $0.3 million and $0.7 million, respectively.
Federal Reserve Bank  CWB has established a credit line with the FRB.� Advances are collateralized in the aggregate by eligible loans.� There were no outstanding FRB advances as of September 30, 2014 and December 31, 2013.� CWB had $87.1million and $123.9 million in borrowing capacity as of September 30, 2014 and December 31, 2013, respectively.
Convertible Debentures - In 2010, the Company completed an offering of $8.1 million convertible subordinated debentures.� The debentures were a general unsecured obligation and were subordinated in right of payment to all present and future senior indebtedness.� The debentures paid interest at 9% until conversion, redemption or maturity.� Effective March 10, 2014, the Company exercised its early redemption rights and called the outstanding debentures.� As of the nine months ended September 30, 2014, $1.4 million debentures were converted to 317,550 shares of common stock and $34,000 to cash.
Federal Funds Purchased Lines The Company has federal funds borrowing lines at correspondent banks totaling $30.0 million.� � There was no amount outstanding as of September 30, 2014 and December 31, 2013.
8. STOCKHOLDERS EQUITY
The following table summarizes the changes in other comprehensive income by component, net of tax for the period indicated:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2014
2013
2014
2013
Unrealized holding gains
(losses) on AFS
Unrealized holding gains
(losses) on AFS
(in thousands)
Beginning balance
$
(120
)
$
(103
)
$
(274
)
$
35
Other comprehensive income before reclassifications
34
(119
)
188
(257
)
Amounts reclassified from accumulated other comprehensive income
-
-
-
-
Net current-period other comprehensive income
34
(119
)
188
(257
)
Ending Balance
$
(86
)
$
(222
)
$
(86
)
$
(222
)

There were no reclassifications out of accumulated other comprehensive income for the three months ended September 30, 2014 or 2013.
Preferred Stock
The Companys Series A Preferred Stock paid cumulative dividends at a rate of 5% per year until February 15, 2014 then increased to a rate of 9% per year.� The Series A Preferred Stock has no maturity date and ranks senior to the Common Stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company.
In 2012, the United States Department of the Treasury sold all of the Series A Preferred Stock to third party purchasers unaffiliated with the Company. The Company did not receive any proceeds from this auction, nor were any of the terms modified in connection with the sales.
On June 4, 2013, four members of the Board of Directors purchased 1,100 shares of the Companys Series A Cumulative Perpetual Preferred stock from private investors.
On June 20, 2014, the Company completed the redemption of 50% of the Companys Series A Preferred Stock.� The Company redeemed 7,804 shares of stock for $7.7 million and recognized a discount on the partial redemption of $144,000.
On October 6, 2014 the Company redeemed an additional $0.8 million of Series A Preferred Stock.
During the three and nine months ended September 30, 2014, the Company recorded $0.2 million and $0.8 million, respectively of dividends on preferred stock.� During the three months and nine months ended September 30, 2013, the Company recorded $0.3 million and $0.8 million, respectively of dividends and accretion of the discount on preferred stock.
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 has a 10-year term.� 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.
Common Stock Issuance
During the first quarter of 2014, the Company issued 316,872 shares of common stock in conjunction with debenture conversions.
9.
EARNINGS PER SHARE
The following table presents a reconciliation of basic earnings per share and diluted earnings per share:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2014
2013
2014
2013
(in thousands, except per share amounts)
Net income
$
1,712
$
2,635
$
4,860
$
5,850
Less: dividends and accretion on preferred stock and discount on partial redemption
176
262
634
786
Net income available to common stockholders
$
1,536
$
2,373
$
4,226
$
5,064
Add: debenture interest expense and costs, net of income taxes
-
23
103
222
Net income for diluted calculation of earnings per common share
$
1,536
$
2,396
$
4,329
$
5,286
Weighted average number of common shares outstanding - basic
8,200
7,865
8,120
6,731
Weighted average number of common shares outstanding - diluted
8,494
8,395
8,512
8,883
Earnings per share:
Basic
$
0.19
$
0.30
$
0.52
$
0.75
Diluted
$
0.18
$
0.29
$
0.51
$
0.60

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This discussion is designed to provide insight into managements 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 Companys unaudited interim consolidated financial statements and notes thereto included herein and the audited consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2013, 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 Companys business, including but not limited to the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations required to be promulgated thereunder;
the Companys 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 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 and purchase loans with attractive terms and acceptable credit quality;
the ability to attract and retain key members of management; and
the ability to realize cost efficiencies.

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, 2013 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 five California branch banking offices in Goleta, Santa Barbara, Santa Maria, Ventura and Westlake Village.� These entities are collectively referred to herein as the Company.

Financial Result Highlights for the Third Quarter of 2014

Net income available to common shareholders of the Company of $1.7 million, or $0.18 per diluted share for the third quarter of 2014 compared to a net income available to common shareholders of $2.4 million or $0.29 per diluted share for the third quarter of 2013.

The significant factors impacting the Companys third quarter earnings performance were:

Net income of $1.7 million for the third quarter of 2014 compared to a net income of $2.6 million for the third quarter of 2013.
Net interest margin for the third quarter of 2014 declined to 4.31% compared to 4.54% for the third quarter of 2013.
Total loans increased to $490.0 million at September 30, 2014 compared to $462.0 million at December 31, 2013.
Provision for loan losses was ($1.2 million) for the third quarter of 2014 compared to ($1.6 million) for the third quarter of 2013.� The Company has been experiencing a downward trend in net charge-offs and improved credit quality and related analytics, which resulted in a reduction of the allowance for loan losses.
Non-interest expenses decreased to $4.9 million compared to $5.6 million in the third quarter of 2013.
Net nonaccrual loans decreased to $10.9 million at September 30, 2014, compared to $16.8 million at December 31, 2013 and from $15.3 million at September 30, 2013.
Allowance for loan losses was $9.2 million at September 30, 2014, or 2.14% of total loans held for investment compared to 2.98% at December 31, 2013 and 3.01% one year ago.
Total deposits increased to $484.8 million at September 30, 2014 from $436.1 at December 31, 2013.
Other assets acquired through foreclosure declined to $0.5 million at September 30, 2014 from $3.8 million at December 31, 2013 and $4.0 million at September 30, 2013.\
Book value per common share increased 13.3% to $7.07 at September 30, 2014, compared to $6.24 at September 30, 2013.

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 Companys overall comparative performance for the three and nine months ended September 30, 2014 throughout the analysis sections of this report.

Critical Accounting Policies

A number of critical accounting policies are used in the preparation of the Companys 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 servicing rights.� These critical accounting policies are discussed in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2013 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
Nine Months Ended
September 30,
September 30,
2014
2013
2014
2013
(in thousands, except per share amounts)
Net income available to common stockholders
$
1,536
$
2,373
$
4,226
$
5,064
Basic earnings per share
0.19
0.30
0.52
0.75
Diluted earnings per share
0.18
0.29
0.51
0.60
Total assets
572,143
535,481
Gross loans
499,277
451,362
Total deposits
484,750
431,091
Total stockholders' equity
65,754
64,648
Book value per common share
7.07
6.24
Net interest margin
4.31
%
4.54
%
4.50
%
4.55
%
Return on average assets
1.19
%
1.95
%
1.16
%
1.47
%
Return on average stockholders' equity
10.44
%
16.54
%
9.54
%
13.62
%
The following table sets forth a summary financial overview for the comparable three and nine months ended September 30, 2014 and 2013:
Three Months Ended
Nine Months Ended
September 30,
Increase
September 30,
Increase
2014
2013
(Decrease)
2014
2013
(Decrease)
(in thousands, except per share amounts)
Consolidated Income Statement Data:
Interest income
$
6,903
$
7,081
$
(178
)
$
20,986
$
21,101
$
(115
)
Interest expense
835
1,047
(212
)
2,563
3,374
(811
)
Net interest income
6,068
6,034
34
18,423
17,727
696
Provision for credit losses
(1,178
)
(1,563
)
385
(3,560
)
(2,843
)
(717
)
Net interest income after provision for credit losses
7,246
7,597
(351
)
21,983
20,570
1,413
Non-interest income
552
677
(125
)
1,726
2,285
(559
)
Non-interest expenses
4,879
5,639
(760
)
15,435
17,005
(1,570
)
Income before income taxes
2,919
2,635
284
8,274
5,850
2,424
Income taxes
1,207
-
1,207
3,414
-
3,414
Net income
1,712
2,635
(923
)
4,860
5,850
(990
)
Dividends and accretion on preferred stock
176
262
(86
)
778
786
(8
)
Discount on partial redemption of preferred stock
-
-
-
(144
)
-
(144
)
Net income available to common stockholders
$
1,536
$
2,373
$
(837
)
$
4,226
$
5,064
$
(838
)
Income per share - basic
$
0.19
$
0.30
$
(0.11
)
$
0.52
$
0.75
$
(0.22
)
Income per share - diluted
$
0.18
$
0.29
$
(0.11
)
$
0.51
$
0.60
$
(0.09
)
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 September 30,
2014
2013
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 (5)
$
29,927
$
21
0.28
%
$
42,260
$
24
0.23
%
Investment securities
34,016
187
2.18
%
28,810
186
2.56
%
Loans (1)
495,213
6,695
5.36
%
455,646
6,871
5.98
%
Total earnings assets
559,156
6,903
4.90
%
526,716
7,081
5.33
%
Nonearning Assets
Cash and due from banks
1,695
958
Allowance for loan losses
(10,432
)
(12,621
)
Other assets
21,476
20,499
Total assets
$
571,895
$
535,552
Interest-Bearing Liabilities
Interest-bearing demand deposits
$
278,028
297
0.42
%
$
255,008
300
0.47
%
Savings deposits
15,991
48
1.19
%
16,456
71
1.71
%
Time deposits
127,694
364
1.13
%
106,131
348
1.30
%
Total interest-bearing deposits
421,713
709
0.67
%
377,595
719
0.76
%
Convertible debentures
-
-
0.00
%
1,443
77
21.17
%
Other borrowings
18,000
126
2.78
%
34,000
251
2.93
%
Total interest-bearing liabilities
439,713
835
0.75
%
413,038
1,047
1.01
%
Noninterest-Bearing Liabilities
Noninterest-bearing demand deposits
62,646
55,130
Other liabilities
4,477
4,170
Stockholders' equity
65,059
63,214
Total Liabilities and Stockholders' Equity
$
571,895
$
535,552
Net interest income and margin (3)
$
6,068
4.31
%
$
6,034
4.54
%
Net interest spread (4)
4.15
%
4.32
%
(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.
(5) Certain amounts have been reclassified to conform to the current year presentation.

Nine Months Ended September 30,
2014
2013
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 (5)
$
27,538
$
57
0.28
%
$
34,934
$
58
0.22
%
Investment securities
33,073
562
2.27
%
28,613
528
2.47
%
Loans (1)
487,033
20,367
5.59
%
457,705
20,515
5.99
%
Total earnings assets
547,644
20,986
5.12
%
521,252
21,101
5.41
%
Nonearning Assets
Cash and due from banks
1,648
1,003
Allowance for loan losses
(11,303
)
(13,652
)
Other assets
23,758
21,681
Total assets
$
561,747
$
530,284
Interest-Bearing Liabilities
Interest-bearing demand deposits
$
270,202
827
0.41
%
$
258,663
902
0.47
%
Savings deposits
16,010
160
1.34
%
16,372
225
1.84
%
Time deposits
122,483
1,052
1.15
%
101,957
1,111
1.46
%
Total interest-bearing deposits
408,695
2,039
0.67
%
376,992
2,238
0.79
%
Convertible debentures
322
30
12.46
%
5,336
393
9.85
%
Other borrowings
23,685
494
2.79
%
34,000
743
2.92
%
Total interest-bearing liabilities
432,702
2,563
0.79
%
416,328
3,374
1.08
%
Noninterest-Bearing Liabilities
Noninterest-bearing demand deposits
56,940
52,985
Other liabilities
3,980
3,532
Stockholders' equity
68,125
57,439
Total Liabilities and Stockholders' Equity
$
561,747
$
530,284
Net interest income and margin (3)
$
18,423
4.50
%
$
17,727
4.55
%
Net interest spread (4)
4.33
%
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.
(5) Certain amounts have been reclassified to conform to the current year presentation.

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 September 30,
Nine Months Ended September 30,
2014 versus 2013
2014 versus 2013
Increase (Decrease)
Increase (Decrease)
Due to Changes in
Due to Changes in
Volume
Rate
Total
Volume
Rate
Total
(in thousands)
Loans, net
$
535
$
(711
)
$
(176
)
$
1,226
$
(1,374
)
$
(148
)
Investment securities and other
(23
)
21
(2
)
(30
)
63
33
Total interest income
512
(690
)
(178
)
1,196
(1,311
)
(115
)
Deposits
75
(85
)
(10
)
159
(358
)
(199
)
Other borrowings
(122
)
(80
)
(202
)
(336
)
(276
)
(612
)
Total interest expense
(47
)
(165
)
(212
)
(177
)
(634
)
(811
)
Net increase (decrease)
$
559
$
(525
)
$
34
$
1,373
$
(677
)
$
696
(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 Companys primary source of revenue is interest income.� Interest income for the three and nine months ended September 30, 2014 was $6.9 million and $21.0 million, respectively, a slight decrease from the three and nine months ended September 30, 2013 which were $7.1 million and $21.1 million, respectively.� Total interest income in the third quarter and first nine months of 2014 benefited by increased loan originations mostly in the commercial real estate and commercial portfolios.� These increases were offset by decreased interest income from manufactured housing and SBA loans.� The loan portfolio continues to have compression in the yields on loans.� The annualized yield on interest-earning assets for the third quarter 2014 compared to 2013 decreased 43 basis points to 4.90% due to decreased yields on loans and investment securities.� The yield on earning assets for the nine months ended September 30, 2014 compared to 2013 also declined to 5.12% from 5.41%.

Interest expense for the three and nine months ended September 30, 2014 compared to 2013 decreased by $0.2 million and $0.8 million, respectively.� This decline for the third quarter comparable periods was primarily due to decreased interest paid on FHLB advances and convertible debentures of $0.2 million.� The annualized average cost of interest-bearing deposits also declined across all deposit types by nine basis points to 0.67% for the three months ended September 30, 2014 compared to the same period in 2013.� During the first nine months of 2014 the Companys non-interest bearing demand deposits grew by $10.7 million contributing to a decline in total cost of deposits to 0.59%.� The average cost of other borrowings also declined for the comparable periods as $12.0 million of higher cost FHLB advances matured and the convertible debentures were converted to equity.� Total cost of funds declined to 0.79% from 0.96% for the nine months ended September 30, 2014 compared to the same period of 2013.

The net impact of the changes in yields on interest-earning assets and the rates paid on interest-bearing liabilities was a decrease in the interest margin from 4.54% for the third quarter of 2013 to 4.31% for the third quarter of 2014.� For the first nine months of 2014, the net interest margin decreased to 4.50% compared to 4.55% for the first nine months of 2013.
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 credit losses at a level that is adequate to absorb probable credit losses inherent in the loan portfolio.� The provision for loan losses was ($1.2 million) for the third quarter of 2014 compared to $(1.6 million) for the third quarter of 2013.� The provision benefit for the three months ended September 30, 2014 resulted primarily from $1.1 million from reduced historical loss factors and $0.2 million from improvements in impaired loans partially offset by $0.1 million due to loan growth and net charge offs.� The provision benefit in the third quarter of 2013 was mostly due to $0.8 million of net recoveries, $0.4 million from reduced historical loss factors, $0.2 million reduction in impaired loan reserves and $0.2 million from decreased loan balances.� As the result of the improvements in credit quality, historical loss rates and net recoveries the ratio of allowance for loan losses to loans held for investment decreased from 3.01% at September 30, 2013 to 2.14% at September 30, 2014.

The provision for loan losses for the nine months ended September 30, 2014 was ($3.6 million) compared to ($2.8 million) for the first nine months of 2013.� The Company has been experiencing improvements in historical loss factors as well as increased credit quality including net recoveries on loans previously charged off.
The following schedule summarizes the provision, charge-offs (recoveries) by loan category for the three and nine months ended September 30, 2014 and 2013:
For the Three Months Ended September 30,
Manufactured
Commercial
Single Family
Housing
Real Estate
Commercial
SBA
HELOC
Real Estate
Consumer
Total
2014
(in thousands)
Beginning balance
$
4,753
$
1,985
$
1,503
$
1,750
$
238
$
265
$
2
$
10,496
Charge-offs
(112
)
-
-
(140
)
-
(66
)
-
(318
)
Recoveries
37
13
38
144
3
1
-
236
Net charge-offs
(75
)
13
38
4
3
(65
)
-
(82
)
Provision
(225
)
(459
)
(137
)
(320
)
(51
)
14
-
(1,178
)
Ending balance
$
4,453
$
1,539
$
1,404
$
1,434
$
190
$
214
$
2
$
9,236
2013
Beginning balance
$
5,691
$
2,654
$
1,529
$
2,073
$
311
$
197
$
1
$
12,456
Charge-offs
(379
)
(157
)
(32
)
(76
)
-
(48
)
-
(692
)
Recoveries
119
1,135
45
149
1
4
-
1,453
Net charge-offs
(260
)
978
13
73
1
(44
)
-
761
Provision
(80
)
(1,266
)
(365
)
132
(32
)
48
-
(1,563
)
Ending balance
$
5,351
$
2,366
$
1,177
$
2,278
$
280
$
201
$
1
$
11,654

Nine Months Ended September 30,
Manufactured
Commercial
Single Family
Housing
Real Estate
Commercial
SBA
HELOC
Real Estate
Consumer
Total
2014
(in thousands)
Beginning balance
$
5,114
$
2,552
$
2,064
$
1,951
$
280
$
245
$
2
$
12,208
Charge-offs
(516
)
(16
)
-
(152
)
-
(66
)
-
(750
)
Recoveries
75
844
114
281
21
3
-
1,338
Net charge-offs
(441
)
828
114
129
21
(63
)
-
588
Provision
(220
)
(1,841
)
(774
)
(646
)
(111
)
32
-
(3,560
)
Ending balance
$
4,453
$
1,539
$
1,404
$
1,434
$
190
$
214
$
2
$
9,236
2013
Beginning balance
$
5,945
$
2,627
$
2,325
$
2,733
$
634
$
198
$
2
$
14,464
Charge-offs
(1,088
)
(161
)
(149
)
(355
)
(39
)
(136
)
(31
)
(1,959
)
Recoveries
248
1,185
154
396
2
7
-
1,992
Net charge-offs
(840
)
1,024
5
41
(37
)
(129
)
(31
)
33
Provision
246
(1,285
)
(1,153
)
(496
)
(317
)
132
30
(2,843
)
Ending balance
$
5,351
$
2,366
$
1,177
$
2,278
$
280
$
201
$
1
$
11,654
The percentage of net nonaccrual loans to the total loan portfolio has decreased to 2.19% as of September 30, 2014 from 3.55% at December 31, 2013.

The allowance for loan losses compared to net nonaccrual loans has increased to 84.4% as of September 30, 2014 from 72.5% as of December 31, 2013.� Total past due loans declined to $0.9 million as of September 30, 2014 from $2.6 million as of December 31, 2013.� Of these past due amounts $0.4 million was guaranteed by the SBA as of December 31, 2013.

Non-Interest Income

The Company earned non-interest income primarily through fees related to services provided to loan and deposit customers, gains from loan sales, and other.

The following table summarizes the Company's non-interest income for the periods indicated:
Three Months Ended
Nine Months Ended
September 30,
Increase
September 30,
Increase
2014
2013
(Decrease)
2014
2013
(Decrease)
(in thousands)
Other loan fees
$
279
$
229
$
50
$
720
$
844
$
(124
)
Gains from loan sales, net
57
62
(5
)
150
334
(184
)
Document processing fees
103
114
(11
)
297
369
(72
)
Service charges
72
75
(3
)
215
245
(30
)
Other
41
197
(156
)
344
493
(149
)
Total non-interest income
$
552
$
677
$
(125
)
$
1,726
$
2,285
$
(559
)
Total non-interest income decreased by $0.1 million, or 18.5%, for the third quarter of 2014 compared to 2013, primarily due to decreased other income primarily loan servicing and other gains from loan deficiency judgments.� Loan servicing continued to decline as the related SBA loans had payments and several prepayments.� Other loan fees increased slightly in the third quarter of 2014 compared to 2013 due to increased prepayment penalties received on loans that paid off before maturity.

Total non-interest income for the nine months ended September 30, 2014 compared to 2013 declined by $0.6 million mostly the result of the decrease in new mortgage loan originations and sales and SBA loan prepayment penalty fees.� Other income declined from loan servicing related to SBA loans as the outstanding sold portfolio continues to pay down and one-time miscellaneous income recorded at the holding company in 2013.

Non-Interest Expenses
The following table summarizes the Company's non-interest expenses for the periods indicated:
Three Months Ended
Nine Months Ended
September 30,
Increase
September 30,
Increase
2014
2013
(Decrease)
2014
2013
(Decrease)
(in thousands)
Salaries and employee benefits
$
2,888
$
3,102
$
(214
)
$
9,308
$
9,956
$
(648
)
Occupancy expense, net
479
452
27
1,377
1,365
12
Professional services
436
308
128
1,167
913
254
Loan servicing and collection
187
511
(324
)
586
1,111
(525
)
Advertising and marketing
129
94
35
429
374
55
Data processing
144
128
16
425
403
22
Stock option expense
29
12
17
270
43
227
FDIC assessment
83
283
(200
)
253
809
(556
)
Depreciation
82
78
4
238
226
12
Net (gain) loss on sales/write-downs of foreclosed real estate and repossessed assets
(18
)
184
(202
)
(168
)
360
(528
)
Other
440
487
(47
)
1,550
1,445
105
Total non-interest expenses
$
4,879
$
5,639
$
(760
)
$
15,435
$
17,005
$
(1,570
)
Total non-interest expenses for the third quarter of 2014 compared to 2013 decreased by $0.8 million, or 13.5% primarily due to improved credit quality.� Loan servicing and collection expenses declined by $0.3 million in the third quarter 2014 compared to 2013 due to declined loan collection and foreclosed asset expenses.� Salaries and employee benefit expenses were $0.2 million lower in the third quarter of 2014 compared to 2013 mostly from severance and commissions paid in 2013 when the SBA office in Roseville was closed.�� Net (gain) loss on sales/write-downs of foreclosed real estate and repossessed assets improved by $0.2 million compared to the third quarter of 2013 as asset values improved.� The FDIC insurance assessment was reduced by $0.2 million in the third quarter of 2014 compared to 2013 due to improvement in the Company and release from the regulatory agreements.� Partially offsetting these declined expenses were increased costs associated with professional services and other expenses of $0.1 million mostly the result of increased legal and consulting expenses.

Total non-interest expenses for the nine months ended September 30, 2104 compared to 2013 decreased by $1.6 million or 9.2% mostly from decreases in salaries and benefits, FDIC assessment expense, net loss on sales/write-downs of foreclosed real estate and repossessed assets, and loan servicing and collection expense.� Salaries and benefits expense declined for the first nine months of 2014 compared to 2013 primarily from $0.5 million less deferred commissions on SBA loans held for sale of and salary and severance expense paid in 2013 for the Roseville SBA office closed in the second quarter of 2013 and $0.1 million decrease in other personnel expenses.� The $0.6 million reduction in the FDIC assessment was a result of the Banks upgrade.� Net loss on sales/write-downs of foreclosed real estate and repossessed assets improved by $0.5 million for the first nine months of 2014 compared to 2013 due to a net gain from foreclosed asset sales instead of a net loss from sales on foreclosed assets in the prior year nine month period as the result of some improvements in values.� Loan servicing and collection expense decreased mostly due to decreased loan collection and foreclosed assets expenses of $0.5 million.� These decreases were partially offset by increased professional services expense, stock option expense, and other expense. The $0.3 million increase in professional services was primarily from legal costs.�� The increase in stock option expense of $0.2 million was due to non-qualified stock option grants given to directors in the first quarter which immediately vested.� The increase in other expense of $0.1 million was primarily related to the recognition of deferred costs with the call of the convertible debentures.

Income Taxes
The income tax provision for the third quarter and first nine months of 2014 was $1.2 million and $3.4 million, respectively, compared to no income tax expense in 2013.� In the first nine months of 2013, the Companys deferred tax asset was fully reserved.� As the Company recorded taxable income, the release of this valuation allowance offset the tax expense incurred.

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 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.� The determination of whether a valuation allowance for deferred tax assets is appropriate is subject to considerable judgment and requires an evaluation of all positive and negative evidence with more weight given to evidence that can be objectively verified.� Each period, management considers both positive and negative evidence and analyzes changes in near-term market conditions as well as other factors which may impact future operating results.

The Company evaluated the need for a valuation allowance at September 30, 2014.� Based on the assessment of all the positive and negative evidence, management concluded that it is more likely than not that all of the $3.9 million net deferred tax asset will be realized based upon future taxable income.� The positive evidence considered by management in arriving at the conclusion that a valuation allowance is not necessary included more than six consecutive profitable quarters, the Company is not in a three-year cumulative loss position, the Companys strong pre-crisis earnings history and growth in pre-tax earnings and significant improvement in credit measures, which improve both the sustainability of profitability and managements ability to forecast future credit losses.� The regulatory agreements have also been terminated.� All these factors were given the appropriate weighting in our analysis and management concluded that such positive evidence was sufficient to overcome the weight of negative evidence related to operating losses in prior years.� There was no valuation allowance on deferred tax assets at September 30, 2014.� The Companys deferred tax asset was $5.0 million and fully reserved at September 30, 2013.� This reserve was eliminated as of December 31, 2013.

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.

Balance Sheet Analysis

The ability to originate new loans and attract new deposits is essential to the Companys asset growth.� Total assets increased to $572.1 million at September 30, 2014 from $539.0 million at December 31, 2013.� Total gross loans including loans held for sale, increased $25.1 million to $499.3 million at September 30, 2014 from $474.2 million at December 31, 2013.� Total deposits increased to $484.8 million at September 30, 2014 from $436.1 million at December 31, 2013.

The book value per common share was $7.07 at September 30, 2014 compared to $6.60 at December 31, 2013.�� The increase was primarily due to earnings net of new stock issued upon debenture conversions at a dilutive price of $4.50 per share.
Selected Balance Sheet Accounts
Percent
September 30,
December 31,
Increase
Increase
2014
2013
(Decrease)
(Decrease)
(dollars in thousands)
Cash and cash equivalents
$
29,342
$
19,478
$
9,864
50.6
%
Investment securities available-for-sale
22,526
18,472
4,054
21.9
%
Investment securities held-to-maturity
8,578
9,688
(1,110
)
(11.5
)%
Loans - held for sale
67,376
64,399
2,977
4.6
%
Loans - held for investment, net
422,665
397,606
25,059
6.3
%
Total assets
572,143
539,000
33,143
6.1
%
Total deposits
484,750
436,135
48,615
11.1
%
Other borrowings and convertible debentures
18,000
31,442
(13,442
)
(42.8
)%
Total stockholder's equity
65,754
67,556
(1,802
)
(2.7
)%
The following table shows the amounts of loans held for investment by type of loan at the end of each of the periods indicated.
September 30,
December 31,
2014
2013
(in thousands)
Manufactured housing
$
169,910
$
172,055
Commercial real estate
164,277
142,678
Commercial
48,703
45,647
SBA
20,433
24,066
HELOC
14,820
15,418
Single family real estate
14,065
10,150
Consumer
175
184
432,383
410,198
Less:
Allowance for loan losses
9,236
12,208
Deferred costs, net
238
45
Discount on SBA loans
244
339
Total loans held for investment, net
$
422,665
$
397,606
The Company had $67.4 million of loans held for sale at September 30, 2014 compared to $64.4 million at December 31, 2013.

Concentrations of Lending Activities

The Companys 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 five broad categories: geography, industry, product, call code, and collateral.� The Company makes manufactured housing, commercial, SBA, construction, real estate and consumer loans to customers through branch offices located in the Companys primary markets.� The Companys 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 September 30, 2014 and December 31, 2013, manufactured housing loans comprised 34.0% and 36.3%, respectively of total loans.� As of September 30, 2014 and December 31, 2013, commercial real estate loans accounted for approximately 32.9% and 30.1% of total loans, respectively.� Approximately 48.2% and 62.2% of these commercial real estate loans were owner-occupied at September 30, 2014 and December 31, 2013, respectively.� Substantially all of these loans are secured by first liens with an average loan to value ratios of 48.6% and 48.5% at September 30, 2014 and December 31, 2013, respectively.� The Company was within established policy limits at September 30, 2014 and December 31, 2013.

Credit 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.

Three Months Ended
September 30,
2014
2013
(in thousands)
Nonaccrual loans, net
$
10,939
$
15,277
Troubled debt restructured loans, gross
10,052
12,288
Nonaccrual loans to gross loans
2.19
%
3.38
%
Net charge-offs (annualized) to average loans
0.07
%
(0.67
)%
Allowance for loan losses to nonaccrual loans
84.43
%
76.28
%
Allowance for loan losses to gross loans
1.85
%
2.58
%
The overall credit quality of the loan portfolio has improved as reflected in the continued decline in past due loans, nonaccrual loans and Troubled debt restructured loans (TDR).� Total nonaccrual loans decreased by $4.8 million during the third quarter 2014 compared to the second quarter 2014 and $5.9 million from December 31, 2013.� TDR loans declined slightly during the quarter and $2.3 million year to date 2014.

The following table reflects the recorded investment in certain types of loans at the dates indicated:
September 30,
December 31,
2014
2013
(in thousands)
Nonaccrual loans
$
17,475
$
23,263
SBA guaranteed portion of loans included above
(6,536
)
(6,426
)
Total nonaccrual loans, net
$
10,939
$
16,837
TDR loans, gross
$
10,052
$
12,308
Loans 30 through 89 days past due with interest accruing
$
-
$
161
Allowance for loan losses to gross loans held for investment
2.14
%
2.98
%
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 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
Commercial
Single Family
Total
Housing
Real Estate
Commercial
SBA
HELOC
Real Estate
Consumer
Loans
Impaired Loans as of September 30, 2014:
(in thousands)
Recorded Investment:
Impaired loans with an allowance recorded
$
4,782
$
2,846
$
3,270
$
1,604
$
381
$
608
$
-
$
13,491
Impaired loans with no allowance recorded
2,561
887
45
21
-
93
-
3,607
Total loans individually evaluated for impairment
7,343
3,733
3,315
1,625
381
701
-
17,098
Related Allowance for Loan Losses
Impaired loans with an allowance recorded
421
110
292
95
5
44
-
967
Impaired loans with no allowance recorded
-
-
-
-
-
-
-
-
Total loans individually evaluated for impairment
421
110
292
95
5
44
-
967
Total impaired loans, net
$
6,922
$
3,623
$
3,023
$
1,530
$
376
$
657
$
-
$
16,131
Manufactured
Commercial
Single Family
Total
Housing
Real Estate
Commercial
SBA
HELOC
Real Estate
Consumer
Loans
Impaired Loans as of December 31, 2013:
(in thousands)
Recorded Investment:
Impaired loans with an allowance recorded
$
6,368
$
2,322
$
3,583
$
1,607
$
615
$
645
$
-
$
15,140
Impaired loans with no allowance recorded
2,782
1,628
254
210
-
106
-
4,980
Total loans individually evaluated for impairment
9,150
3,950
3,837
1,817
615
751
-
20,120
Related Allowance for Loan Losses
Impaired loans with an allowance recorded
618
159
437
139
29
57
-
1,439
Impaired loans with no allowance recorded
-
-
-
-
-
-
-
-
Total loans individually evaluated for impairment
618
159
437
139
29
57
-
1,439
Total impaired loans, net
$
8,532
$
3,791
$
3,400
$
1,678
$
586
$
694
$
-
$
18,681
Total impaired loans continued to decline in the third quarter of 2014 by $3.0 million, or 15.0% compared to December 31, 2013.� The majority of this decrease was in manufactured housing loans which decreased by $1.8 million from the end of 2013.� During the third quarter of 2014, $0.2 million of manufactured housing loans became impaired.� There were no new impaired loans recorded in the remaining loan portfolio categories.

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 troubled debt restructured loans for the three months ended September 30, 2014 and 2013 were $0.3 million and $0.5 million, respectively.� Foregone interest on nonaccrual and trouble debt restructured loans for the nine months ended September 30, 2014 and 2013 were $1.0 million and $1.4 million, respectively.

The following table summarizes the composite of nonaccrual loans net of SBA guarantee:
At September 30, 2014
At December 31, 2013
Nonaccrual
Percent of
Nonaccrual
Percent of
Balance
%
Total Loans
Balance
%
Total Loans
(dollars in thousands)
Manufactured housing
$
1,536
14.04
%
0.31
%
$
6,235
37.03
%
1.31
%
Commercial real estate
3,459
31.63
0.69
3,672
21.81
0.77
Commercial
3,315
30.30
0.66
3,837
22.79
0.81
SBA
1,619
14.80
0.32
1,803
10.71
0.38
HELOC
381
3.48
0.08
615
3.65
0.13
Single family real estate
629
5.75
0.13
675
4.01
0.14
Consumer
-
-
-
-
-
-
Total nonaccrual loans
$
10,939
100.00
%
2.19
%
$
16,837
100.00
%
3.55
%
Net nonaccrual loans decreased $5.9 million or 35.0%, from $16.8 million at December 31, 2013 to $10.9 million at September 30, 2014.� During the third quarter 2014, $4.8 million of manufactured housing loans were returned to accrual status due to sustained payment performance.� The percentage of net nonaccrual loans to the total loan portfolio has decreased to 2.19% as of September 30, 2014 from 3.55% at December 31, 2013 and 3.38% at September 30, 2013.

CWB generally 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.

Total gross troubled debt restructured loans (TDR) have declined $2.3 million or 18.3% to $10.1 million at September 30, 2014 from $12.3 million at December 31, 2013.� The Company recorded no new TDR loans in the third quarter of 2014.

The following schedule summarizes the average investment in impaired loans by loan class and the interest income recognized:
September 30,
2014
2013
Average Investment
Interest
Average Investment
Interest
in Impaired Loans
Income
in Impaired Loans
Income
(in thousands)
Manufactured housing
$
7,240
$
260
$
9,454
$
85
Commercial real estate:
Commercial real estate
2,333
-
7,811
10
SBA 504 1st trust deed
1,265
18
1,089
4
Land
-
-
-
-
Construction
-
-
-
-
Commercial
3,206
17
2,789
142
SBA
1,560
3
1,790
34
HELOC
453
-
397
3
Single family real estate
668
1
747
1
Consumer
-
-
-
-
Total
$
16,725
$
299
$
24,077
$
279

Nine Months Ended
September 30,
2014
2013
Average Investment
Interest
Average Investment
Interest
in Impaired Loans
Income
in Impaired Loans
Income
(in thousands)
Manufactured housing
$
8,072
$
404
$
9,528
$
182
Commercial real estate:
Commercial real estate
2,539
-
8,875
94
SBA 504 1st
1,029
48
1,163
28
Land
68
-
-
-
Construction
-
-
-
-
Commercial
3,447
69
3,831
208
SBA
1,671
9
1,432
136
HELOC
526
8
313
3
Single family real estate
707
3
452
10
Consumer
-
-
-
-
Total
$
18,059
$
541
$
25,594
$
661
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
Nine Months Ended
September 30,
September 30,
2014
2013
2014
2013
Allowance for loan losses:
(dollars in thousands)
Balance at beginning of period
$
10,496
$
12,456
$
12,208
$
14,464
Provisions charged to operating expenses:
Manufactured housing
(225
)
(80
)
(220
)
246
Commercial real estate
(459
)
(1,266
)
(1,841
)
(1,285
)
Commercial
(137
)
(365
)
(774
)
(1,153
)
SBA
(320
)
132
(646
)
(496
)
HELOC
(51
)
(32
)
(111
)
(317
)
Single family real estate
14
48
32
132
Consumer
-
-
-
30
Total Provision
(1,178
)
(1,563
)
(3,560
)
(2,843
)
Recoveries of loans previously charged-off:
Manufactured housing
37
119
75
248
Commercial real estate
13
1,135
844
1,185
Commercial
38
45
114
154
SBA
144
149
281
396
HELOC
3
1
21
2
Single family real estate
1
4
3
7
Consumer
-
-
-
-
Total recoveries
236
1,453
1,338
1,992
Loans charged-off:
Manufactured housing
112
379
516
1,088
Commercial real estate
-
157
16
161
Commercial
-
32
-
149
SBA
140
76
152
355
HELOC
-
-
-
39
Single family real estate
66
48
66
136
Consumer
-
-
-
31
Total charged-off
318
692
750
1,959
Net charge-offs
82
(761
)
(588
)
(33
)
Balance at end of period
$
9,236
$
11,654
$
9,236
$
11,654

Potential Problem Loans
The Company classifies loans consistent with federal banking regulations.� These loan grades are described in further detail in Footnote 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:
September 30, 2014
Number of Loans
Loan Balance (1)
Percent
Percent of Total Loans
(dollars in thousands)
Manufactured housing
123
$
9,679
34.27
%
1.94
%
Commercial real estate
10
16,261
57.56
3.26
Commercial
5
373
1.32
0.07
SBA
15
646
2.29
0.13
HELOC
5
1,115
3.95
0.22
Single family real estate
3
171
0.61
0.03
Consumer
-
-
-
-
Total
161
$
28,245
100.00
%
5.65
%
(1) Loan balance includes $3.0 million guaranteed by government agencies
December 31, 2013
Number of Loans
Loan Balance (1)
Percent
Percent of Total Loans
(dollars in thousands)
Manufactured housing
70
$
5,001
25.54
%
1.05
%
Commercial real estate
9
7,654
39.08
1.61
Commercial
13
2,160
11.03
0.46
SBA
13
3,282
16.76
0.69
HELOC
7
1,314
6.71
0.28
Single family real estate
3
173
0.88
0.04
Total
115
$
19,584
100.00
%
4.13
%
(1) Loan balance includes $3.8 million 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.

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.

The carrying value of investment securities was as follows:
September 30,
December 31,
2014
2013
(in thousands)
U.S. government agency notes
$
7,840
$
7,478
U.S. government agency mortgage backed securities ("MBS")
8,578
9,752
U.S. government agency collateralized mortgage obligations ("CMO")
14,622
10,861
Equity securities: Farmer Mac class A stock
64
69
$
31,104
$
28,160
Other Assets Acquired Through Foreclosure
The following table represents the changes in other assets acquired through foreclosure:
Three Months Ended
Nine Months Ended
September 30,
September 30,
2014
2013
2014
2013
(in thousands)
Balance, beginning of period
$
610
$
4,100
$
3,811
$
1,889
Additions
137
850
822
5,845
Dispositions and receivables from participants
(290
)
(791
)
(4,326
)
(3,399
)
Gains (losses) on sales, net
18
(184
)
168
(360
)
Balance, end of period
$
475
$
3,975
$
475
$
3,975
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.� At September 30, 2014 and 2013, the Company had a valuation allowance on foreclosed assets of $19,000 and $0.5 million, respectively.
Deposits
The following table provides the balance and percentage change in the Companys deposits:
Percent
September 30,
December 31,
Increase
Increase
2014
2013
(Decrease)
(Decrease)
(dollars in thousands)
Non-interest-bearing demand deposits
$
63,185
$
52,461
$
10,724
20.4
%
Interest-bearing demand deposits
277,743
258,445
19,298
7.5
Savings
16,218
16,158
60
0.4
Time deposits of $100,000 or more
113,694
95,979
17,715
18.5
Other time deposits
13,910
13,092
818
6.2
Total deposits
$
484,750
$
436,135
$
48,615
11.1
%
Convertible Debentures

In 2010, the Company completed an offering of $8.1 million convertible subordinated debentures.� The debentures were a general unsecured obligation and were subordinated in right of payment to all present and future senior indebtedness.� The debentures paid interest at 9% until conversion, redemption or maturity.� Effective March 10, 2014, the Company exercised its early redemption rights and called the outstanding debentures.� As of the nine months ended September 30, 2014, $1.4 million debentures were converted to 317,550 shares of common stock and $34,000 to cash.
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 Companys 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 CWBs eligible loans and securities.� Total FHLB advances were $18.0 million and $30.0 million at September 30, 2014 and December 31, 2013, respectively, borrowed at fixed rates.� The Company also had a $35 million letter of credit with FHLB at September 30, 2014 to secure public funds.� At September 30, 2014, CWB had pledged to the FHLB, $31.0 million of securities and $88.0 million of loans.� At September 30, 2014, CWB had $71.6 million available for additional borrowing.� At December 31, 2013, CWB had pledged to the FHLB, $28.0 million of securities and $27.3 million of loans.

CWB has established a credit line with the Federal Reserve Bank (FRB).� There were no outstanding FRB advances as of September 30, 2014 and December 31, 2013.� CWB had $87.1 million and $123.9 million in borrowing capacity as of September 30, 2014 and December 31, 2013, respectively.

The Company has federal funds borrowing lines at correspondent banks totaling $30.0 million and $25.0 million at September 30, 2014 and December 31, 2013, respectively.� There was no amount outstanding as of September 30, 2014 and December 31, 2013.

The Company has not experienced disintermediation and does not believe this is a likely occurrence, although there is significant competition for core deposits.� The liquidity ratio of the Company was 20.9% and 19.0% at September 30, 2014 and December 31, 2013, respectively.� The Companys 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.

CWBCs routine funding requirements primarily consist of certain operating expenses and preferred 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

The Company and CWB are subject to various regulatory capital requirements administered by the Federal banking agencies.� Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Companys business and financial statements.� Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and CWB must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.� The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.� Prompt corrective action provisions are not applicable to bank holding companies.

The Federal Deposit Insurance Corporation Improvement Act (FDICIA) contains rules as to the legal and regulatory environment for insured depository institutions, including increased supervision by the federal regulatory agencies, increased reporting requirements for insured institutions and regulations concerning internal controls, accounting and operations.� The prompt corrective action regulations of FDICIA define specific capital categories based on the institutions capital ratios.� The capital categories, in declining order, are well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.� To be considered well capitalized, an institution must have a core or leverage capital ratio of at least 5%, a Tier I risk-based capital ratio of at least 6%, and a total risk-based capital ratio of at least 10%.� Tier I risk-based capital is, primarily, common stock and retained earnings, net of goodwill and other intangible assets.

Quantitative measures established by regulation to ensure capital adequacy require the Company and CWB to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 leverage capital (as defined) to adjusted average assets (as defined).� At September 30, 2014 and December 31, 2013, the Company and CWB met all capital adequacy requirements to which they were subject.

As of September 30, 2014 and December 31, 2013, the Company and CWB met the minimum capital ratio requirements to be classified as well-capitalized, as defined by the banking agencies.

The Companys and CWBs actual capital amounts and ratios as of September 30, 2014 and December 31, 2013 are presented in the table below:
Risk-
Adjusted
Total Risk-
Tier 1
Tier 1
Total
Tier 1
Weighted
Average
Based Capital
Risk-Based
Leverage
Capital
Capital
Assets
Assets
Ratio
Capital Ratio
Ratio
September 30, 2014
(dollars in thousands)
CWBC (Consolidated)
$
71,528
$
65,800
$
454,786
$
571,855
15.73
%
14.47
%
11.51
%
Capital in excess of� well capitalized
$
26,049
$
38,513
$
37,207
CWB
$
70,266
$
64,538
$
454,708
$
571,572
15.45
%
14.19
%
11.29
%
Capital in excess of� well capitalized
$
24,795
$
37,256
$
35,959
December 31, 2013
CWBC (Consolidated)
$
74,712
$
67,773
$
432,958
$
534,408
17.26
%
15.65
%
12.68
%
Capital in excess of� well capitalized
$
31,416
$
41,796
$
41,053
CWB
$
72,886
$
67,391
$
432,802
$
531,503
16.84
%
15.57
%
12.68
%
Capital in excess of� well capitalized
$
29,606
$
41,423
$
40,816
Well-capitalized ratios
10.00
%
6.00
%
5.00
%
Minimum capital ratios
8.00
%
4.00
%
4.00
%
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 Deposition Insurance Corporations (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 Companys 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, 2013 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 Companys Annual Report on Form 10-K for the year ended December 31, 2013.� There has been no material change in these disclosures as previously disclosed in the Companys Form 10-K.� For further discussion of interest rate risk, see Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations - Liquidity Management - Interest Rate Risk.

ITEM 4. CONTROLS AND PROCEDURES

The Companys management, with the participation of the Companys 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 Companys 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 entitys 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 Companys management, with the participation of the Companys 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 September 30, 2014 and determined that there was no change in internal control over financial reporting that occurred during the quarter ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On or about December 16, 2013, CWB was served with the Summons and Complaint in the action entitled Residential Funding Company, LLC v. Community West Bank, N.A., United States District Court for the District of Minnesota, Case No. 0:13-CV-03468-JRT-JJK.�� The Summons was issued and Complaint filed on December 13, 2013.�� Generally, Residential Funding Company, LLC (RFC) seeks damages in excess of $75,000 for breach of contract and indemnification for certain unspecified residential mortgage loans originated by CWB and sold to RFC in accordance with an agreement.�� RFC alleges that some $22 million in loans were sold over the course of the agreement.� RFC further alleges that CWB made certain representations and warranties with respect to the loans and that CWB failed to comply with such representations and warranties.
RFC alleges it placed the loans from CWB into residential mortgage backed securitizations trusts (Trusts) and issued certificates in the Trusts to outside investors.�� The loans CWB sold to RFC were eventually included along with numerous other third party lender loans in 30 different Trusts.�� RFC alleges that, over time, the loans defaulted or became delinquent and, from 2008 until May 14, 2012, RFC faced numerous claims and lawsuits stemming from the loans.�� RFC alleges that it had to file for bankruptcy protection to defend the claims.� RFC claims all the lawsuits against RFC filed by investors in the Trusts allege that the securitizations were defective in a variety of ways, including borrower fraud, missing or inaccurate documentation, fraudulent appraisals and misrepresentations concerning occupancy.� RFC alleges that CWB was responsible for the problems with the loans in this action and that numerous other lenders were responsible in the other actions RFC has filed.� RFC also alleges that it was forced to settle many of the claims in the bankruptcy court but continues to litigate other claims.� RFC alleges that under its agreement with CWB, CWB agreed to indemnify RFC for losses or repurchase the loans at RFCs option.
Since the Complaint is so vague and ambiguous concerning the agreement, the specific loans in question and the circumstances surrounding the approval of such loans, CWB filed a Motion to Dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure or, in the alternative, a Motion for More Definite Statement under Rule 12(e).� In response, RFC filed a First Amended Complaint (FAC).� The FAC contains the same deficiencies as the original Complaint and, as such, on May 5, 2014, CWB filed a Motion to Dismiss under Rule 12(b)(6) and a Motion for More Definite Statement.� A hearing date had been set on the motion for August 4, 2014.
It is CWBs position to vigorously defend this action and CWB knows of no evidence that would support RFCs allegations of wrongdoing by CWB.� Due to the preliminary stage of the pleadings and without the benefit of discovery, it is not possible to predict the probable outcome.� This action is just one of many filed by RFC against various banks pending in courts in New York and Minnesota, among others.� CWB has entered into a Joint Defense Agreement with other defendants in some of the other cases.
On March 5, 2014, RFC filed a Motion to Transfer Venue to the U.S. Bankruptcy Court for the Southern District of New York (SDNY).� RFC argues that transfer will serve the interests of justice ensuring that (1) common issues are resolved in a common forum, (2) the SDNY Bankruptcy Court is already familiar with the claims, (3) convenience factors buttress the propriety of transfer, and (4) transfer is appropriate despite the fact that the agreement between the parties provides for Minnesota as the forum for resolutions of disputes.� RFCs motion indicates that this is one of 83 recently commenced actions in which such a transfer motion has been filed.�� CWB opposed the motion and on August 4, 2014, after hearing oral arguments the Judge decided to take the matter under submission.

On October 14, 2014, the Judge granted the motion in part and denied the motion in part.� The Judge granted CWBs motion to dismiss on the contract claim as to all loans CWB sold to RFC before May 14, 2006 on the grounds that they were time barred.� The Court denied CWBs motion claiming that the statute of limitations barred RFCs claim for indemnity as well, ruling that the indemnity claim does not begin until the plaintiff suffers a loss, and therefore may not be time barred.
On October 15, 2014, the Judge set a case management conference for November 11, 2014 in this matter and the other seven matters which are assigned to the same Judge.� On October 28, 2014, CWB served and filed its answer to the FAC, denying the material allegations of the FAC and asserting numerous defenses thereto.
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 Companys business.� In the opinion of Management, based in part on consultation with legal counsel, the resolution of these litigation matters will not have a material impact on the Companys 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 Companys Annual Report on Form 10-K for the year ended December 31, 2013.� There has been no material change in the Companys risk factors as previously disclosed in the Companys Form 10-K.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

�Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable
ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits.

10.37 Employment and Confidentiality Agreement, dated July 31, 2014, among Community West Bank, Community West Bancshares and Kristine Price.
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.
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.
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: November 7, 2014
BY:
/s/ Charles G. Baltuskonis
Charles G. Baltuskonis
Executive Vice President and
Chief Financial Officer
On Behalf of Registrant and as
Principal Financial and Accounting Officer

EXHIBIT INDEX
Exhibit

Number
Description of Document
Employment and Confidentiality Agreement, dated July 31, 2014, among Community West Bank, Community West Bancshares and Kristine Price.
Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

Certification of Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) or Rule 15d-14(b), promulgated under the Securities Exchange Act of 1934, as Amended, and 18 U.S.C. 1350.
101 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.
53


Exhibit 10.37

EMPLOYMENT AND CONFIDENTIALITY AGREEMENT

Community West Bank

Executive Vice President & Chief Credit Officer

This Employment and Confidentiality Agreement (the "Agreement") is made and entered into as of July 31, 2014 (the "Effective Date") by and among Community West Bank, NA (Bank) a wholly owned subsidiary of Community West Bancshares, a California corporation� and Kristine Price ("Executive").

Witnesseth

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

Whereas the Bank desires to avail itself of the skill, knowledge and experience of Executive in order to insure the successful management of its business;

Whereas the parties desire to enter into this Agreement;

Whereas the parties thereto desire to specify the terms of Executive's employment by the Bank and Company as controlling Executive's employment at the Bank;

Now, therefore, in consideration of the representations, warranties, and mutual covenants set forth in this Agreement, the following terms and conditions shall apply to Executive's employment with the Bank on and after the Effective Date:

1. ARTICLE 1- EMPLOYMENT AND TERM

1.1. Employment. The Bank shall employ Executive as the Bank's Executive Vice President and Chief Credit Officer (the "Position"), and Executive accepts such employment, in accordance with the terms and conditions set forth in this Agreement. The place of Executive's employment under this Agreement shall be in Goleta, California, or at a location determined by the Board of Directors of the Bank (the "Board of Directors").

1.2. Term. The term of employment under this Agreement ("Initial Term") shall commence on the Effective Date and end on July 31, 2015, subject to early termination, provided in Article 4, below.� Term shall refer to the entire period of employment of Executive by Bank, commencing with the Effective Date, whether for the Initial Term, the Renewal Term as provided for in Section 1.3 below or whether terminated earlier as provided for in this Agreement.

1.3. Renewal. Upon the expiration of the Initial Term, Executive's employment under this Agreement shall automatically renew for a successive period of twelve (12) months ("Renewal Term"), and upon expiration of any subsequent Renewal Term shall automatically renew for a successive period of twelve (12) months; unless, at least three (3) months before the expiration of the Initial Term and any Renewal Term, as applicable, either (a) the Board provides written notice of non-renewal to Executive; or, (b) Executive provides written notice of non-renewal to Bank. Unless notice of non-renewal is provided, each party shall negotiate in good faith the terms and conditions for any Renewal Term of this Agreement.

1.4. Policies and Regulations. Executive shall observe, comply with and be bound by all of the policies, rules and regulations established by the Bank with respect to its executives and otherwise, all of which policies, rules and regulations are subject to change by the Bank from time to time.

2. ARTICLE 2- DUTIES OF EXECUTIVE

2.1. Powers. At all times Executive shall be empowered by and subject to the powers and authority of the Board of Directors and the Bank's shareholders. Executive shall report directly to the Bank's President and Chief Executive Officer (the "CEO").

2.2. Duties.
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(a) Executive Vice President and Chief Credit Officer of Bank. Executive shall have the title of Executive Vice President and Chief Credit Officer of the Bank and directly or through subordinate supervision, shall take a leadership role in building, implementing, and overseeing systems, processes, workflows, and procedures to effectively grow the organization. Working closely with the CEO, the Executive is responsible for technical and operational activities on a day-to-day basis, as well as formulation of strategies and business plans to achieve the Bank's long range objectives in accordance with the Position. CCO plays a critical role in planning, shaping, and guiding the future growth and development of the Bank. Executive agrees to render such services and perform such duties (the "Duties") in connection with all aspects of Bank's business as may be required by the Board of Directors and/or the CEO. Executive shall perform these Duties, and the Specific Duties as defined in Section 2.3, faithfully, diligently, to the best of Executive's ability and in the best interests of the Bank, consistent with the highest standards of the banking industries and in compliance with all applicable laws, rules, regulations, and policies applicable to the Bank, including, but not limited to, the Federal Deposit Insurance Act, as amended, and all regulations thereunder, and the Bank's Articles of Association and Bylaws.

2.3. Specific Duties and Essential Functions. Without limiting any of Executive's Duties and obligations under Section 2.2, above, Executive agrees to undertake and perform all duties required of the Position (the "Specific Duties"), including, but are not limited to each of the following:

Work closely with the President/CEO to develop and accomplish goals and strategic plans established by the Board of Directors and company executives.
Management responsibility for the strategic planning process and implementation of the plan.
Provide clear directions on strategic goals, translating and prioritizing them into business and performance measures.
Ensure strategic objectives are translated into tactical business plans with mechanisms for key measurements in place to monitor progress to completion.
Contribute to the development of business unit strategy by providing a view on potential improvement for products or services and an assessment of the existing situation and anticipated changes in the external environment.
Develop and implement plans for the operational infrastructure of credit systems, processes, and personnel designed to accommodate the growth objectives of the Bank.� Ensure that business projects are delivered in line with directions from Management.
Develop and establish credit operating policies consistent with the Banks broad policies and objectives to insure execution.
CCO will coordinate the efforts of the different credit operational areas under management to ensure minimal duplication of efforts, maximum efficiency & effectiveness, and maximum value.
Ensure that a proper infrastructure (building, systems, and staff complement) is maintained and developed for the Bank.
Spearhead the development, communication, and implementation of effective growth strategies and processes, driving the achievement of sales, profitability, business goals, and objectives.
Maintain knowledge of market and industry trends, competitors, and all aspects of the market.
Establish and monitor key performance indicators for management of the credit group.
Direct the development and establishment of adequate and equitable personnel policies throughout the organization, including compensation policies, employee benefit plans, training and career-pathing.
Lead, inspire and coach a team of high caliber professionals, creating succession to key roles and enhancing the Banks management capability.
Foster a success-oriented, open, and accountable environment within the Bank.
Represent the Bank with clients, prospects, investors, and business partners.
Assist the CEO and the Board of Directors in accomplishing the activities to comply with the Bank's Strategic & Capital Plan.
Serve as a member of the Executive Management Team
2

2.4. Conflict of Interests. Executive shall not directly or indirectly render any services of a business, commercial or professional nature, to any other person, firm or corporation, whether for compensation or otherwise, which create an actual or apparent conflict with the Bank's interests. Any determination as to a conflict of interest will be made by the Board of Directors in good faith.� Further, Executive shall not engage in any activity that would impair Executive's ability to act and exercise independent judgment in the best interests of Bank.

2.5. Exclusive Services. During employment by the Bank, Executive shall not, without the express prior written consent of the Board of Directors, engage directly or indirectly in any outside employment or consulting of any kind, whether or not Executive receives remuneration for such services. Nothing in this Section 2.5 shall prohibit Executive from providing volunteer consulting services (the "Volunteer Services") through established non-profit or charitable organizations in furtherance of such organization's purposes, so long as such Volunteer Services do not materially interfere with Executive's performance of Executives Duties and obligations under this Agreement.

3. ARTICLE 3- COMPENSATION.As the total consideration for the services that Executive renders under this Agreement, Executive shall be entitled to the following:

3.1. Base Salary. Effective July 31, 2014, the Bank shall pay Executive a Base Salary (Base Salary) of Two Hundred Twenty Thousand ($220,000.00) per year, less income tax and other applicable withholdings. Executives Base Salary will be reviewed against the market every year and adjusted as warranted in the sole discretion of the Board of Directors. Base Salary shall be paid in accordance with Bank's regular payroll practices.

3.2. Annual Bonus. Executive shall be eligible to receive an annual bonus, at an amount, if any, determined by the Board of Directors, in its sole discretion. If it is determined that a Bonus will be paid Executive for any calendar year, the Bonus (the Bonus) will be paid at or near the close of the calendar year, but no later than sixty (60) days after year-end. Executive acknowledges and agrees that nothing in this Agreement or the Bank's general policies shall require the Bank to pay Executive a Bonus for any year, to pay Executive a Bonus in particular amount for any year, or to pay Executive a Bonus by reason of the Bank's payment of a Bonus to any other executives of the Bank.

3.3. Equity.� Executive will be eligible to be considered for participation in the equity programs of the Company at the discretion of the Bank.

3.4. Deferred Compensation.

(a) Deferred Compensation. The Bank thereby establishes a balance sheet liability account for the benefit of Executive (the Deferred Account). The provisions of this Section 3.4 shall control all obligations of the Bank with respect to all amounts credited to the Deferral Account.

(i) Monthly Credits. Subject to the provisions of Section 3.4(b)(ii) below, beginning as of August 1, 2014 and continuing throughout the Term, including any Renewal Term, of this Agreement, the Bank shall credit to the Deferral Account on the last day of each calendar month an amount equal to the product of (A) 1% and (B) the Executives Base Salary in effect at the time; provided that in no event shall the Bank be obligated to credit any amount to the Deferral Account with respect to any month unless Executive is employed by the Bank under this Agreement as of the last day of such calendar month.
(ii) One time credit:� The bank shall credit to the Deferral Account on the first of the month following Executives hire date the amount of $50,000.00.

(iii) No Credit During Disability. Notwithstanding anything in this Agreement to the contrary, the Bank shall not be obligated to credit any amount to the Deferral Account under Section 3.4(a)(i) above with respect to any period during which Executive is disabled (as defined in Section 4.6 below). Notwithstanding the foregoing, interest shall accrue on the balance of the Deferral Account during any period during which Executive is disabled at the rate set forth in Section 3.4(b) below.

(iv) All provisions outlined in the deferred compensation portions of this Agreement will vest 100% at Change in Control (as defined in Section 3.4(d) below.

(b) Interest Accrual. The Bank shall credit to the Deferral Account at the end of each calendar month interest on the balance of the Deferral Account at such date at a rate equal to the then current rate offered by the Bank on a six (6) month certificate of deposit. Interest shall continue to accrue on the balance in the Deferral Account so long as any amounts remain credited to the Deferral Account and unpaid to Executive.
3

(c) Payment of Deferral Amounts.

(i)� No Payment if Termination of Employment Prior to Age 65. Except as provided in Section 3.4(d) below, if Executive's employment under this Agreement terminates for any reason other than only Executive's death or disability prior to the date on which the she attains age 66, the Bank shall have no obligation to pay any amount to Executive with respect to any amounts credited to the Deferral Account whether pursuant to this Agreement or otherwise.

(ii)� Payment After Age 66. Subject to the provisions of Section 3.4(c)(i), above, at such time as Executive attains age 66, whether or not she is then employed with the Bank, the Bank shall make payments to Executive with respect to amounts credited to the Deferral Account as follows:

(A) Beginning on the first day of the first calendar month after Executive attains age 66, the Bank shall pay to Executive an annual amount at a rate of up to $50,000 per year.� Executive may change the amount and the time for payment of any amounts under this Section 3.4(c)(ii)(A) so long as such change is made in compliance with the election and other requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

(B) The parties intend that the provisions of Section 3.4(c)(ii)(A) provide for the payment of the Deferred Account balance at a specified time (or pursuant to a fixed schedule) within the meaning of Section 409A(a)(2)(A)(iv) of the Code.� Such series of payments is to be treated, at all times and for all purposes, as an entitlement to a series of separate payments.

(iii)� Payment on Executive's Disability. If the Bank terminates this Agreement by reason of Executive's Disability (as defined in Section 4.6 below), the Bank shall pay to Executive an annual amount at a rate of up to $50,000 per year.� Executive may change the amount and the time for payment of any amounts under this Section 3.4(c)(ii)(A) so long as such change is made in compliance with the election and other requirements of Section 409A of the Code until all amounts credited to the Deferral Account have been paid to or for the account of Executive.� Notwithstanding the foregoing, once Executive attains age 66, the amounts payable by the Bank to Executive shall be determined under Section 3.4(c)(ii) above and not this Section 3.4(c)(iii). If Executive dies after the Bank has commenced paying her amounts under this Section 3.4(c)(iii), the Bank shall pay to Executive's Designated heirs (as defined below) in accordance with the provisions of Section 3.4(c)(iv), below, the balance in the Deferred Account on the date of Executive's death.

Executive may change the amount and the time for payment of any amounts under this Section 3.4(c)ii)(A) so long as such change is made in compliance with the election and other requirements of Section 409A of the Code.

(iv) Payment on Executive's Death. If Executive dies prior to the Bank's payment to Executive of all amounts credited to the Deferral Account, the entire balance of the Deferral Account on the date of Executive's death shall be paid by the Bank to Executive's Designated heirs (as defined below) within thirty (30) days after the later of(A) the date of the delivery to the Bank of written notice of Executive's death or (B) the date on which the Bank receives a court order or written instructions from legal counsel for Executive or Executive's estate reasonably acceptable to the Bank authorizing and confirming the payment of the account balance to the Designated heirs. Set forth in Exhibit A thereto is a schedule of Executive's heirs (the "Designated heirs") for purposes of this Agreement. Executive may change the Designated heirs at any time and from time to time; provided that the Bank shall not be bound by any change to the Designated heirs unless and until the Bank has received written notice of the change.

(v) Termination of Payment Obligation. The Bank shall have no obligation to pay Executive any amounts under this Section 3.4(c) on or after the date on which the Bank has paid to Executive the entire amount credited to the Deferral Account.

(vi) Performance of Services. All amounts credited to the Deferral Account under this Section 3.4 are deemed credited with respect to services performed or to be performed by Executive under this Agreement after the Effective Date.
4

(d) Vesting on Change in Control.� All provisions outlined in the deferred compensation portions of this Agreement will vest 100% at Change in Control as defined therein.

Change in Control Definition: Change in Control (the Change in Control) means a change in control of the Bank or Parent of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the Act), whether or not the Bank or Parent is then subject to such reporting requirement; provided Change in Control shall be deemed to have occurred if:

(i)� any person or group (as such terms are used in connection with Sections 13(d) and 14(d) of the Act) is or becomes the beneficial owner (as defined in Rule 13d-3 and 13d-5 under the Act), directly or indirectly, of securities of the Bank or Parent representing 51% or more of the combined voting power of the Banks or Parents then outstanding securities; or

(ii) the Bank or Parent is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or

(iii) during any period of twelve (12) consecutive months, individuals who at the beginning of such period constituted the Board of Directors of the Bank or Parent (including for this purpose any new director whose election or nomination for election by the Banks or Parents stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.

Notwithstanding the foregoing provisions of this Section, Change in Control will not be deemed to have occurred solely because of the acquisition of securities of the Bank or Parent (or any reporting requirement under the Act relating thereto) by an employee benefit plan maintained by the Bank or Parent for itsemployees.

(e) Tax Election. To the extent that this Agreement or the provisions of this Section 3.4 constitute a nonqualified deferred compensation plan within the meaning of Section 409A of the Code, Executive thereby makes an irrevocable election as to the payment of any deferred compensation in accordance with the provisions of this Section 3.4.

(f) Status of Deferred Account. Executive agrees that the Bank shall establish and maintain the Deferral Account only as a balance sheet liability account and that the Bank shall have no obligation to deposit or maintain any cash or other assets in a separate or segregated account for the benefit of Executive.

3.5. 401K Plan. Subject to Executive's compliance with the eligibility and other terms and conditions of the Banks 401(k) Plan (the Plan), Executive will be eligible to participate In the Bank's 401(k) Plan.

3.6. Bank Executive Benefits. Subject to Executive's satisfaction of any eligibility requirements, Executive shall be eligible to participate in other Bank employee benefit plans, for both Executive and family (including medical, dental, vision, prescription plan, life insurance, and short-term disability benefits) generally provided by the Bank to its senior executives. In all events, the Bank's liability to Executive shall be limited to the amount of premiums payable by the Bank to obtain the coverage(s) contemplated therein. Nothing in this Section 3.6 or any other provision of this Agreement shall prohibit the Bank from, or limit the right of the Bank to, changing or modifying the terms of any of the foregoing employee benefit plans or terminating any of such plans.

3.7. Vacation. Executive shall be entitled to vacation time of not more than four (4) weeks per year. Executive shall be entitled to accumulate up to six (6) weeks of accrued vacation, after which additional vacation will not accrue. The Bank shall not be obligated to pay or reimburse Executive at the end of any calendar year any amount for any unused vacation time. The Bank shall pay or reimburse Executive at the end of the Term or any Renewal Term after which there is no further Renewal Term, for any unused vacation time.
5

3.8. Reimbursement for Expenses. The Bank shall reimburse Executive for any and all reasonable business expenses incurred by Executive on behalf of Bank in the performance of this Agreement, approved expenditures to be determined by the Board of Directors (the "Business Expenses"). A reimbursable Business Expense shall be of a nature qualifying it as a proper business expense deduction on the federal and state income tax returns of the Bank. Executive must be able to furnish adequate records and any other documentary evidence as may be required by Federal and State statues.� If such expenses are disallowed Executive agrees to reimburse Bank.

4. ARTICLE 4- TERMINATION

4.1. Termination At Will. Notwithstanding anything to the contrary therein, the Bank may terminate this Agreement at any time and for any reason, with or without cause, in accordance with the provisions of this Section 4. Except as otherwise specifically provided in this Agreement, such termination shall be effective either immediately upon receipt of notice of termination by Executive from the Bank or at such later date as the Bank may specify in the notice of termination. Notwithstanding anything in this Agreement to the contrary, the Bank shall have no obligation to continue Executive's employment under this Agreement for any period or any particular period.

4.2 Involuntary Termination or Non-Renewal; Without Cause.

(a)�� If Executives employment is terminated under the provisions of this Agreement and such termination is not within one year following a Change in Control, Executive shall receive:

(i)
any incentive compensation earned but not yet paid, and

(ii)
reimbursement of expenses incurred� but not yet reimbursed.

(iii)
three months (3) months of Executives annual base salary as in effect on the date the Term of Employment ends.

(b)� During the twelve (12) month period commencing upon a termination of employment under the terms of this Agreement, Executive (and, there applicable, her dependents) shall be entitled to continue participation in the group insurance health plans maintained by the Bank through  COBRA the Consolidated Omnibus Budget Reconciliation Act of 1986 or health insurance programs with Bank contributing its portion of cost of premium to executive as if he/she were still an employee.� The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under Section 3.6 shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA) shall commence when coverage under this Agreement terminates.

(c) Except as provided in this Agreement or required by law, all of Executives employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.

(d) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Agreement (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

(e) Deferred Compensation. If applicable, the Bank shall pay Executive the balance in the Deferral Account in accordance with the provisions of Section 3.4(c), above.

4.3. Termination by the Bank for Cause. The Bank may terminate this Agreement at any time for "cause" (as defined below) by giving to Executive ten (10) days prior written notice of termination.

(a) Definition of Cause. For purposes of this Section 4.3, the term "cause" means only:

(i)� conviction of or confession by Executive to theft, fraud, or embezzlementincluding, but not limited to, against the Bank;

(ii)���Executive's refusal or failure, after specific written notice and demand by the Bank, to diligently perform services for the Bank as required by Article 2 thereof;
6

(iii) Executive's breach or violation of any material written policy or regulation of the Bank, including, but not limited to, any written policy or regulation dealing with sexual harassment, discrimination based on age, sex, race, religion or other protected category, illicit drugs, and environmental protection matters;

(iv) Executive's willful breach or violation of any law, rule or regulation (other than traffic violations or similar offenses);

(v)������Executive's taking of any material action which requires the prior approval of the Board of Directors without such approval; and

(vi) Executive's breach of or failure to perform any of his fiduciary duties to the Bank or Parent or to any of the Parents shareholders which involves personal profit to Executive or such shareholders.

(b) Notice of Termination. If the Bank proposes to terminate this Agreement under clause (a)(i) above, this Agreement shall terminate automatically at the end of such 10-day period and the Bank shall have no further obligation to give Executive any further notice of termination. If the Bank proposes to terminate this Agreement under any of Section 4.3(a) above, this Agreement shall terminate automatically at the end of such 10-day period and the Bank shall have no further obligation to give Executive any further notice of termination unless Executive has cured, to the reasonable satisfaction of the Bank, during such 10-day period the alleged cause of termination and the Bank provides Executive written notice of its acceptance of such cure. Notwithstanding anything in this Agreement to the contrary, if the Bank proposes to terminate this Agreement for cause under this Section 4.3, so long as the Bank provides Executive a reasonable opportunity to cure any alleged cause, if the Bank is required to do so, the Bank may terminate this Agreement as of the date of the initial notice of termination and pay Executive an additional ten (10) days of severance compensation.

(c) Compensation.

(i) Earned Compensation. Executive shall have the right to receive compensation which has already vested or been earned as of the date of termination of this Agreement under this Section 4.3.

(ii)
Deferred Compensation. If applicable, the Bank shall pay Executive the� � � � balance in the Deferral Account in accordance with the provisions of Section 3.4(c), above.

(d) Benefits.

(i)� Earned Benefits. Executive shall have the right to receive benefits which have already vested or been earned as of the date of termination of this Agreement under this Section 4.3, unless expressly prohibited by the terms of any plan, program or agreement governing such compensation or benefits.

(ii)� Additional Benefits. Executive shall be entitled to receive only the right to participate in the Bank's medical plan in accordance with the provisions of COBRA; provided that Executive shall be responsible for paying all applicable insurance premiums and the Bank shall have no obligation to pay any such premiums.

4.4.� Termination by Executive on Other Event.

(a) Right to Terminate. Executive may terminate this Agreement at any time upon the occurrence of an Other Event (as defined below) by giving to the Bank sixty (60) days prior written notice of termination. Executive must deliver his notice of termination under this Section 4.4(a) within sixty (60) days after the occurrence of any Other Event specified below. Executive shall specify in reasonable detail in such notice of termination the basis for the claim that the Bank has breached or failed to perform any of its material obligations or covenants. This notice of termination must set forth in reasonable detail the facts and circumstances that support Executive's claim of right to terminate this Agreement under this Section 4.4.

(b) Definition. For purposes of this Agreement the term "Other Event" shall mean the Bank's breach or failure to perform any of its material obligations or covenants under this Agreement, and either the Bank's failure to cure such breach or failure of performance within the 15-day period specified in Section 4.4(c) below, or the continuation of such breach or failure of performance after such 15-day period without Executive's written consent.
7

(c) Right to Cure. The Bank shall have an opportunity to cure said breach or failure of performance within fifteen (15) days of Bank's receipt of written notice specifying the material breach and the opportunity for Bank to resolve said breach.

(d) Compensation.

(i) Earned Compensation. Executive shall have the right to receive compensation which has already vested or been earned as of the date of termination of this Agreement under this Section 4.3.

(ii) Deferred Compensation. If applicable, the Bank shall pay Executive the balance in the Deferral Account in accordance with the provisions of Section 3.4(c), above.

(e) Benefits.

(i)� Earned Benefits. Executive shall have the right to receive benefits which have already vested or been earned as of the date of termination of this Agreement under this Section 4.3, unless expressly prohibited by the terms of any plan, program or agreement governing such compensation or benefits.

(ii) Additional Benefits. Executive shall be entitled to receive the Benefits specified in Section 4.2, above, in accordance with and subject to the terms of such Section.

4.5. Termination on Death of Executive. This Agreement shall terminate automatically upon Executive's death.

(a) Compensation. The Bank shall pay to Executives beneficiary or beneficiaries or estate, as the case may be:

(i)������the compensation which has been earned through the date of termination of this Agreement under this Section 4.5; and

(ii) the balance in the Deferral Account in accordance with the provisions of Section 3.4(c)(iv), above.

(b) Benefits. Executives beneficiary or beneficiaries or estate, as the case may be, shall have the right to receive benefits which have already vested or been earned as of the date of termination of this Agreement under this Section 4.6, unless expressly prohibited by the terms of any plan, program or agreement governing such compensation or benefits.

4.6. Termination on Mental or Physical Disability of Executive.

(a) Right to Terminate. If Executive is found to have a Disability (as defined in Section 4.6(b) below) that renders her incapable of performing Executive's Duties and/or Specific Duties for a period of thirty (30) consecutive days, or a cumulative period of one hundred twenty (120) days in any one (1) calendar year, the Bank, acting in good faith, may terminate this Agreement as of the termination date specified in a written notice of termination delivered to Executive, except that there is no minimum Notice Period requirement.

(b) Definition of Disability. For purposes of this Agreement only, Executive shall be considered disabled and shall be considered to have a disability (a Disability) if Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Executives employer.

(c) Compensation.

(i)������������Earned Compensation. Executive shall have the right to receive compensation which has already vested or been earned as of the date of termination of this Agreement under this Section 4.6.

(ii)������Deferred Compensation. If applicable, the Bank shall pay Executive the balance in the Deferral Account in accordance with the provisions of Section 3.4(c)(iii) above.

(d) Benefits.
8

(i)� Earned Benefits. Executive shall have the right to receive benefits which have already vested or been earned as of the date of termination of this Agreement under this Section 4.6, unless expressly prohibited by the terms of any plan, program or agreement governing such compensation or benefits.

(ii) Additional Benefits. Executive shall be entitled to receive the Benefits specified in Section 4.2, above, in accordance with and subject to the terms of such Section.

(e) Dispute re Disability. If there should be a dispute between the Bank and Executive as to Executive's physical or mental Disability for purposes of this Agreement, the question shall be settled by the opinion of an impartial reputable physician or psychiatrist mutually agreed upon by the parties or their representatives, or if the parties cannot agree within ten (10) days after a request for designation of such party, then by a physician or psychiatrist designated by the Santa Barbara County Medical Association.� Such physician or psychiatrist shall be instructed to make the determination in accordance with the definition of Disability set forth in Section 4.6 thereof.

4.7. Termination on Change in Control.

(a)�� If, within one year following a Change of Control, Executives employment is terminated under the provisions of this Agreement or as a result of the Banks election not to extend this Agreement and the Term of Employment pursuant to this Agreement, Executive shall receive:

(i)
The sum of twelve months (12) months of the Executives annual Base Salary under Section 6(a)thereof as in effect on the date the Term of Employment ends,

(ii)
any incentive compensation earned but not yet paid, and

(iii)
any expenses incurred under this Agreement but not yet reimbursed.

(b)� The payment to which Executive is entitled pursuant to this Agreement shall be paid in a single installment within forty-five (45) days of his termination with no percent value or other discount or, at Executives option, on a deferred basis with no premium.

(c) During the twelve months (12) month period commencing on the date her Term of Employment ends under this Agreement, Executive (and, where applicable, her dependents) shall be entitled to continue participation in the group health insurance plans maintained by the Bank the Consolidated Omnibus Budget Reconciliation Act of 1986 under COBRA, or health insurance programs with Bank contributing its portion of cost of premium to executive as if she were still an employee of the Bank. Where applicable, Executives salary for purposes of such plans shall be deemed to be equal to her annual Base Salary in effect immediately prior to her termination.� The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under this Section 4.2 shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA) shall commence then coverage under this Section 4.2 terminates.

(d) Except as provided in this Agreement or required by law, all of Executives employee benefits and compensation shall cease on the last day on which the executive performs services as an employee of the Bank.

(e) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Agreement (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

(f) Notwithstanding any other provision of this Agreement, the Bank shall not be required to make any payment or property transfer to, or for the benefit of, Executive (under this Agreement or otherwise) that would be nondeductible by the Bank by reason of Section 280G of the Internal Revenue Code of 1986, as amended (the Code), or that would subject Executive to the excise tax described in Section 4999 of the Code.

(g) Deferred Compensation. If applicable, the Bank shall pay Executive the balance in the Deferral Account in accordance with the provisions of Section 3.4(d) above.
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4.8. Clawback Right.

(a)� To the extent permitted under controlling state and federal law, if at any time, either before or after Executives resignation or termination (for any reason) of employment with the Bank under Section 4.2, above, or otherwise, it is determined that any of the circumstances described in this Section 4.8(b) apply, then the Bank shall have the following rights (the Clawback Rights):

(i) To deem as forfeited any and all payments and benefits or other amounts to which Executive has, may have, or may claim to have, a right to receive under this Agreement;

(ii) To recover from Executive or require Executive to reimburse the Bank for any and all payments and benefits or other amounts already paid to Executive under this Agreement, and

(iii) To recover any amount described in this Agreement.

(b)� The Banks Clawback Rights shall apply in the following circumstances:

(i) The Bank determines that during Executives employment with the Bank Executive engaged in conduct that would constitute Cause under the terms of this Agreement, or subsequently resulted in Executives felony conviction or entry of a guilty plea or plea of no lo contendere to a felony charge as a result of such conduct.

(ii) In addition to any recovery triggered under this Agreement, if the Bank is required to prepare an accounting restatement due to the material noncompliance of the Bank with any financial reporting requirement under applicable law, and such restatement results in Executive having been paid an incentive payment or bonus payment larger than that which would have been due based on the accounting restatement, then the Bank shall be entitled to recover from Executive the excess of any incentive payment or bonus payment paid to Executive during the 3-year period preceding the date on which the Bank is required to prepare the accounting restatement, over the amount of the incentive payment or bonus which should have been paid based on the restated financial reports during such 3-year period.

5. ARTICLE 5- CONFIDENTIALITY AND NON-SOLICITATION

5.1 Confidentiality and Trade Secrets. Executive acknowledges that, in the course of her employment with the Bank, Executive will acquire information about the Bank's borrowers and customers, and about the terms and conditions of Bank business plans, transactions, pricing information for the purchase or sale of assets, financing and securitization arrangements, research materials, manuals, computer programs, formulas analyzing assets portfolios, techniques, data, marketing plans and tactics, technical information, lists of asset sources, the processes and practices of the Bank and related companies, information contained in electronic or computer files, financial information, salary and wage information, and other information that is designated by the Bank or its affiliates to be confidential or that Executive knows or should know is confidential information provided by third parties and that the Bank or its affiliates are obligated to keep confidential as well as other proprietary information of the Bank or its affiliates ("Confidential Information"). Executive acknowledges that all Confidential Information is and shall continue to be the exclusive property of the Bank. Executive agrees not to disclose any Confidential Information, either during the Term or thereafter, directly or indirectly, under any circumstances or by any means, to any third person or party without the prior written consent of the Bank.

5.2. Non-Solicitation of Executives. Except as permitted by the prior written consent of either the President/CEO of the Bank or the Chairman of the Board of Directors, during the one (1) year period following the termination date, Executive shall not directly or indirectly solicit for employment or for independent contractor work any employee of the Bank, and shall not encourage any such employee to leave the employment of Bank.

5.3. Non-Solicitation of Customers. During the one (1) year period following the termination date, Executive shall not directly: (a) solicit business from any present or potential customers of the Bank; (b) encourage any such customers to stop using the facilities or services of the Bank; or (c) encourage any such customers to use the facilities or services of any competitor of the Bank.

5.4. Parent to Benefit from Provisions. To the extent any provisions of this Article 5 relate in any way to Confidential Information and trade secrets of the Bank or the Parent, then the obligations of Executive set forth therein shall also extend to the Parent and inure to its benefit.
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6. ARTICLE 6- BANK'S OWNERSHIP IN EXECUTIVE'S WORK

6.1. Bank's Ownership. Executive agrees that all inventions, discoveries, improvements, trade secrets, formulas, techniques, processes, and know-how, whether or not patentable, and whether or not reduced to practice, that are conceived or developed during Executive's employment with the Bank, either alone or jointly with others, or relating to the Bank or to the banking industry ("Bank's Work"), and any written record that Executive may maintain of Bank's Work, shall be owned exclusively by the Bank. Executive thereby assigns to Bank, all of Executive's right, title, and interest, if any, in such intellectual property defined as Bank's Work. Executive shall furnish to Bank any and all such records pertaining to Bank's Work, immediately upon request. Notwithstanding anything in this Section 6.1 to the contrary, any inventions, discoveries, improvements, trade secrets, formulas, techniques, processes and know-how conceived or developed by Executive solely while providing Volunteer Services (as defined in Section 2.5, above) shall not be considered Banks Work.

6.2. Return of Bank's Property and Materials. Upon termination of his employment with the Bank, Executive shall deliver to the Bank all Bank property and materials that are in Executive's possession or control, including Bank's Work, within five (5) calendar days.

6.3. Bank to Benefit from Provisions. To the extent any provisions of this Article 6 relate in any way to information, property, rights, projects, ventures, or inventions of the Bank, then the obligations of Executive set forth in this Article 6 shall also extend to the Bank and inure to its benefit.

7. ARTICLE 7- ARBITRATION

7.1. Obligation to Arbitrate. If any dispute, controversy or claim arises out of or relates to this Agreement, such dispute, controversy, or claim shall be settled by binding arbitration only, in accordance with the Rules of the American Arbitration Association (AAA) or legal principles and damages according to California Law, and shall be selected by and agreed upon by both parties. Judgment upon the arbitrator's award shall be entered in the jurisdiction thereof. The arbitrator shall determine which party is the prevailing party and shall include in the award, the prevailing party's actual attorney's fees and costs. The arbitrator shall have no authority to grant either punitive or consequential damages to any party. Nothing in this Article 7 shall prohibit or limit the right of the Bank to commence suit or other judicial proceedings seeking injunction or other equitable relief in the event of Executive's breach or threatened breach of any of his obligations under any of Sections 5 or 6 of this Agreement.

7.2. Arbitrator. If the parties cannot agree upon the selection of the arbitrator within ten (10) days of written demand upon the other, the parties shall choose from a list to be provided by the main Los Angeles office of the AAA using the strike method, with the first to strike being determined by the flip of a coin and proceeding alternatively until one arbitrator remains.

7.3. Fee Deposit. As soon as practicable after selection of the arbitrator, the arbitrator or its designated representative shall determine a reasonable estimate of anticipated fees and costs setting forth that party's pro rata share of said fees and costs. Thereafter, each party shall, within ten (10) days of receipt of said statement, deposit said sum with the arbitrator.

7.4. Hearing Schedule. Unless the parties or the arbitrator agree otherwise, within one hundred and twenty (120) days of the selection of the arbitrator, a hearing shall be conducted at a time and a place in Santa Barbara County agreed upon by the parties.

7.5. Award. Unless the parties or the arbitrator agree otherwise, within thirty (30) days of conclusion of the arbitration hearing, the arbitrator shall issue an award, accompanied by a written decision explaining the basis for the arbitrator's award. The Award of the arbitrator shall be final, binding, and non� appealable, except as otherwise permitted by California law, and may be enforced by obtaining a final judgment in any court of competent jurisdiction.

8. ARTICLE 8- MISCELLANEOUS

8.1. Parent as a Party. Parent is a party to this Agreement solely for purpose of receiving the benefits of Sections 5, 6 and 8 thereof. Parent shall have no liability or obligation to Executive with respect to the Bank's performance or non-performance of any of its obligations under this Agreement.
11

8.2. Injunctive Relief. Executive thereby acknowledges and agrees that it would be difficult to fully compensate the Bank for damages for a breach or threatened breach of any of the provisions of Sections 5 or 6 thereof. Accordingly, Executive specifically agrees that the Bank and/or Parent shall be entitled to temporary and permanent injunctive relief to enforce the provisions of Sections 5 or 6 thereof and that such relief may be granted without the necessity of proving actual damages. The foregoing provision with respect to injunctive relief shall not, however, prohibit the Bank or Parent from pursuing any other rights or remedies available to the Bank or Parent for such breach or threatened breach, including, but not limited to, the recovery of damages from Executive or any third parties.

8.3. Authorized Representative of the Bank. Although Executive is an officer of the Bank, any and all actions and decisions to be taken or made by the Bank under this Agreement or with respect to the employment relationship described in this Agreement, and any and all consents, approvals and agreements permitted or required to be given or made on the part of the Bank under this Agreement, shall be made and accomplished by the Bank only through the actions taken, in writing, of its CEO or such other person or persons as the Board of Directors may from time to time designate.

8.4. Tax Advice. Executive represents and warrants to the Bank that she has sought and received independent professional advice concerning the treatment of the transactions contemplated by this Agreement under the Code, the rules and regulations promulgated thereunder by the Internal Revenue Service (the IRS), and the income tax laws of any other applicable taxing jurisdictions, and that she is not relying upon any representation, warranty or other statement made by the Bank, its counsel or anyone acting on behalf of the Bank with respect to such treatment or the structuring of the compensation payable under this Agreement as assuring any particular income tax treatment. Executive understands and agrees that neither the Bank, its counsel nor anyone acting on behalf of the Bank has made or is making any representation, warranty or other statement with respect to such income tax treatment.

8.5. Notice. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed received (i) when personally delivered, or, (ii) if mailed, one (1) week after having been placed in the United States mail, registered, or certified, postage prepaid, addressed to the party to whom it is directed at the address listed below or (iii) if sent by facsimile, email or other form of electronic transmission, one (1) business day after the notice is transmitted to the facsimile number, email address or other address specified on the signature page of this Agreement, and the transmitting party either receives confirmation of transmission or does not receive notice of non�delivery.

8.6. Entire Agreement. This Agreement, including any documents expressly incorporated into it by the terms of this Agreement, constitutes the entire agreement between the parties. This Agreement supersedes and rescinds any and all prior oral and written agreements, understandings, negotiations, and discussions relating to the employment of Executive by Bank. This Agreement may not be modified, supplemented or amended by oral agreement, but only by an agreement in writing signed by Bank and Executive.

8.7. Amendment. This Agreement may be amended only in writing duly executed by all of the parties thereto. Notwithstanding anything in this Agreement to the contrary, any amendment to Section 3.4 of this Agreement shall be made in compliance with the requirements of Section 409A of the Code and the Treasury Regulations thereunder.� This Agreement is intended to comply with Section 409A of the Code and shall be interpreted so that it is in compliance.� To the extent necessary to such compliance, any payment due under this Agreement otherwise payable by Bank may be delayed for six (6) months or such longer period of time, following the date of Executives termination as is necessary to fully comply with Section 409A of the Code.

8.8. Survival of Certain Provisions. Notwithstanding anything to the contrary contained therein, in the event of any termination of this Agreement, the rights and obligations of the parties under Sections 3.4, 4.2, 4.3(c), 4.3(d), 4.4(d), 4.4(e), 4.5(a), 4.5(b), 4.6(c), 4.6(d), 4.6(e), 4.7 and 4.8 and Articles 5, 6, 7 and 8 thereof shall survive such termination and shall continue in full force and effect until fully performed.

8.9. Waivers. All rights and remedies of the parties thereto are separate and cumulative, and no one of them, whether exercised or not, shall be deemed to limit or exclude any other rights or remedies which the parties thereto may have. Neither party thereto shall be deemed to waive any rights or remedies under this Agreement unless such waiver be in writing and signed by such party. No delay or omission on the part of either party thereto in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver of any right or remedy on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on any future occasion.

8.10. Successors and Assigns. The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation, or otherwise to all or substantially all of the business or assets of the Bank to expressly assume and agree to perform in writing this Agreement in the same manner and to the same extent that the Bank would be required to perform it if no such succession or assignment had taken place. This Agreement shall inure to the benefit of and be binding upon the Bank, its successors and assignees, and upon Executive and Executive's heirs, executors, administrators and legal representatives. No party to this Agreement may delegate its or their duties thereunder without the prior written consent of the other party to this Agreement.
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8.11. Governing Law. This Agreement is entered into in the State of California, and California law shall in all respects govern the validity, construction, and interpretation of this Agreement.

8.12. Attorney's Fees. In any arbitration, suit or other action between the parties seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such arbitration, suit or other action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, not limited to taxable costs, and a reasonable attorney's fees. In order for a party to change its address or other information for the purpose of this section, the party must first provide notice of that change in the manner required by this section.

8.13.������������Counterparts.� This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.14.� Advice of Counsel.� Before signing this Agreement, Executive either (i) consulted with and obtained advice from her independent legal counsel in respect to the legal nature and operation of this Agreement, including its impact on her rights, privileges and obligations, or (ii) freely and voluntarily decided not to have the benefit of such consultation and advice with legal counsel.

9. ARTICLE 9- RECEIPT OF AGREEMENT

9.1. Receipt of Agreement. Each of the parties thereto acknowledges that they have read this Agreement in its entirety and does thereby acknowledge receipt of a fully executed copy thereof. A fully executed copy shall be an original for all purposes, and is a duplicate original.

IN WITNESS WTHEREOF, the parties thereto have caused this Employment and Confidentiality Agreement to be executed as of the Effective Date set forth above.

ACCEPTED AND AGREED:
EXECUTIVE

By:
���
Name:� Kristine Price
Address for Notice:
2828 Winterwarm
Fallbrook, CA�� 92028
Telephone: 760-444-8416

COMMUNITY WEST BANK
A National Banking Association

By:
����
Martin E. Plourd, President & CEO

Address for Notice for Community West Bank and Community West Bancshares:
445 Pine Street
Goleta, California 93117
Attention: Martin E. Plourd, President & CEO
Telephone:� (805) 692-4382
Facsimile:�� (805) 692-2897
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EXHIBIT A

DESIGNATED HEIRS

Set forth below is a list of the names and addresses of Executive's heirs to whom the Bank shall pay the balance of the Deferred Account in the event of Executive's death.

NAME
ADDRESS
PERCENTAGE INTEREST




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Exhibit 31.1
CERTIFICATION

I, Martin E. Plourd, President and Chief Executive Officer of Community West Bancshares, a California corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Community West Bancshares;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting: and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
/s/ Martin E. Plourd
Martin E. Plourd
President and Chief Executive Officer
Community West Bancshares
November 7, 2014


Exhibit 31.2

CERTIFICATION
I, Charles G. Baltuskonis, Executive Vice President and Chief Financial Officer of Community West Bancshares, a California corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Community West Bancshares;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a. Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting: and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

/s/ Charles G. Baltuskonis
Charles G. Baltuskonis
Executive Vice President and Chief Financial Officer
Community West Bancshares
November 7, 2014


Exhibit 32.1
Certification pursuant to 18 U.S.C. Section 1350,
As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (Report) by Community West Bancshares (Registrant), each of the undersigned hereby certifies that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of and for the periods presented in the Report.

/s/ Martin E. Plourd
Martin E. Plourd
President and Chief Executive Officer
/s/ Charles G. Baltuskonis
Charles G. Baltuskonis
Executive Vice President and
Chief Financial Officer

November 7, 2014

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



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