CWBC 10-K Annual Report Dec. 31, 2014

COMMUNITY WEST BANCSHARES /

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10-K 1 form10k.htm COMMUNITY WEST BANCSHARES 10-K 12-31-2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

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)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Name of each exchange on which registered
Common Stock, No Par Value		Nasdaq Global Market

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

Large accelerated filer ☐	Accelerated filer ☐

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

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

The aggregate market value of common stock, held by non-affiliates of the registrant was $32,756,869 based on the June 30, 2014 closing price of $6.41 per common share, as reported on the Nasdaq Global Market. For purposes of the foregoing computation, all executive officers, directors and five percent beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers, directors or five percent beneficial owners are, in fact, affiliates of the registrant.

As of February 28, 2015, 8,203,658 shares of the registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the 2015 Annual Meeting of Shareholders to be held on or about May 28, 2015 are incorporated by reference into Part III of this Report. The proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the registrant's fiscal year ended December 31, 2014.

INDEX

PART I			Page

	Forward-Looking Statements		3
	Item 1.	Business	3
	Item 1A.	Risk Factors	5
	Item 1B.	Unresolved Staff Comments	12
	Item 2.	Properties	12
	Item 3.	Legal Proceedings	12
	Item 4.	Mine Safety Disclosures (Not Applicable)	13
PART II

	Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
	Item 6.	Selected Financial Data	15
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 7A	Quantitative and Qualitative Disclosures About Market Risk	50
	Item 8.	Financial Statements and Supplementary Data	51
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	97
	Item 9A.	Controls and Procedures	97
	Item 9B.	Other Information	97

PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	97
	Item 11.	Executive Compensation	98
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	98
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	98
	Item 14.	Principal Accountant Fees and Services	98

PART IV
	Item 15.	Exhibits and Financial Statement Schedules	98

SIGNATURES			101
CERTIFICATIONS			115

Index

PART I

Forward-Looking Statements

Certain statements contained in this Annual Report on Form 10-K (“Form 10-K”) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements be covered by the safe harbor provisions for forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of Federal and State securities laws, including statements that related to or are dependent on estimates or assumptions relating to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.

The forward-looking statements contained in this Form 10-K reflect our current views about future events and financial performance and involve certain risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement, including those risks discussed under the heading “Risk Factors” in this Form 10-K. 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: 1) reserve for loan losses may not be adequate to cover actual loan losses; 2) all of our lending involves underwriting risks; 3) dependency on real estate and events that negatively impact real estate; 4) future regulatory reforms from legislation will continue to have an impact on our business; 5) curtailment of government guaranteed loan programs could affect a segment of our business; 6) dependence on low-cost deposits; 7) ability to borrow from Federal Home Loan Bank (“FHLB”) or Federal Reserve Bank (“FRB”); 8) risk associated with changes in internal controls and processes; 9) our ability to compete in a highly competitive market; 10) our ability to recruit and retain qualified employees, especially seasoned relationship bankers; 11) the effects of terrorist attacks or threats of war; 12) perpetration of internal fraud; 13) risk of operating in a highly regulated industry and our ability to remain in compliance; 14) the effects of interest rates and interest rate policy; 15) exposure to environmental liabilities related to the properties we acquire title; 16 ) cyber security risks; and 17) risks related to ownership of our common stock and ability to raise capital.

For more information regarding risks that may cause our actual results to differ materially from any forward-looking statements, see “Risk Factors” beginning on page 5. Forward-looking statements speak only as of the date they are made, the Company does not undertake any obligations to update forward-looking statements to reflect circumstances and or events that occur after the date the forward-looking statements are made.

Purpose

The following discussion is designed to provide insight on the financial condition and results of operations of Community West Bancshares and its wholly owned subsidiary Community West Bank N.A. Unless otherwise stated, “the Company” refers to this consolidated entity. This discussion should be read in conjunction with the Company’s Consolidated Financial Statements and notes to the Consolidated Financial Statements for the years ended December 31, 2014 and 2013, herein referred to as the “Consolidated Financial Statements”. These Consolidated Financial Statements are presented beginning on page 53 of this Form 10-K.

ITEM 1 .

BUSINESS

GENERAL

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”.

PRODUCTS AND SERVICES

Through its wholly owned bank, the Company provides a variety of financial products and services to customers including lending and deposit products. The Company has primarily focused on meeting the needs of professionals, small to mid-sized businesses and individual households.

Relationship Banking

Relationship banking is conducted at the community level through five full-service branch offices in the cities of Goleta, Santa Barbara, Santa Maria, Ventura and Westlake Village, California. The primary customers are small to mid-sized businesses in these communities and their owners and managers.

Through CWB the Company provides a variety of financial products and services to customers. These products and services include deposit products such as checking accounts, savings accounts, money market accounts and fixed rate, fixed maturity certificates of deposits and lending products including; commercial, commercial real estate and consumer loans.

The competition in our markets is strong. The Company has historically been successful due to its focus on high quality customer service and our experienced relationship bankers who have strong relationships within the communities we serve.

Index

Agricultural Loans for Real Estate and Operating Lines

The Company has an agricultural lending program for agricultural land, agricultural operational lines, and agricultural term loans for crops, equipment and livestock. The primary product is supported by guarantees issued from the U.S. Department of Agriculture (“USDA”), Farm Service Agency (“FSA”), and the USDA Business and Industry loan program. The FSA loans typically issue a 90% guarantee up to $1,392,000 (amount adjusted annually based on inflation) for up to 40 years.

CWB is an approved Federal Agricultural Mortgage Corporation (“Farmer Mac”) lender under the Farmer Mac I and Farmer Mac II Programs. Under the Farmer Mac I Program, loans are sourced by CWB, underwritten, funded and serviced by Farmer Mac. CWB receives an origination fee and an ongoing field servicing fee for maintaining the relationship with the borrower and performing certain loan compliance monitoring, and other duties as directed by the Central Servicer. The Farmer Mac II Program was authorized by Congress in 1991 to establish a uniform national secondary market for originators and investors using the USDA guaranteed loan programs. Under this program, CWB will sell the guaranteed portions of USDA loans directly to Farmer Mac’s subsidiary, Farmer Mac II LLC, services the loans, and retains the unguaranteed portions of those loans in accordance with the terms of the existing USDA guaranteed loan programs. Eligible loans include FSA and Business and Industrial loans. To participate in the program, CWB was subject to the requirement of purchasing 2,000 shares of Farmer Mac Class A Stock (“AGM”).

Mortgage Lending

The Company originates residential real estate loans primarily in the Central Coast of California. At origination, the majority of these loans are classified as loans held for sale and sold into the secondary market.

Manufactured Housing

The Company has a financing program for manufactured housing to provide affordable home ownership generally to low-to-moderate income families that are purchasing or refinancing their manufactured house. These loans are offered in approved mobile home parks throughout California primarily on the coast. The parks must meet specific criteria. The manufactured housing loans are secured by the manufactured home and are generally retained in the Company’s loan portfolio.

Small Business Administration Lending

CWB has been a preferred lender/servicer of loans guaranteed by the Small Business Administration (“SBA”) since 1990. The Company originates SBA loans which can be sold into the secondary market. The Company continues to service these loans after sale and is required under the SBA programs to retain specified amounts. The two primary SBA loan programs that CWB offers are the basic 7(a) Loan Guaranty (“SBA 7(a)”) and the Certified Development Company (“CDC”), a Section 504 (“504”) program.

The SBA 7(a) serves as the SBA’s primary business loan program to help qualified small businesses obtain financing when they might not be eligible for business loans through normal lending channels. Loan proceeds under this program can be used for most business purposes including working capital, machinery and equipment, furniture and fixtures, land and building (including purchase, renovation and new construction), leasehold improvements and debt refinancing. Loan maturity is generally up to 10 years for working capital and up to 25 years for fixed assets. The 7(a) loan is approved and funded by a qualified lender, guaranteed by the SBA and subject to applicable regulations. In general, the SBA guarantees up to 85% of the loan amount depending on loan size. The Company is required by the SBA to retain a contractual minimum of 5% on all SBA 7(a) loans. The SBA 7(a) loans are typically variable interest rate loans.

The 504 program is an economic development-financing program providing long-term, low down payment loans to expanding businesses. Typically, a 504 project includes a loan secured from a private-sector lender with a senior lien, a loan secured from a CDC (funded by a 100% SBA-guaranteed debenture) with a junior lien covering up to 40% of the total cost, and a contribution of at least 10% equity from the borrower. Debenture limits are $5.0 million for regular 504 loans and $5.5 million for those 504 loans that meet a public policy goal.

CWB also offers Business & Industry ("B & I") loans. These loans are similar to the SBA product, except they are guaranteed by the U.S. Department of Agriculture. The guaranteed amount is generally 80%. B&I loans are made to businesses in designated rural areas and are generally larger loans to larger businesses than the 7(a) loans. Similar to the SBA 7(a) product, they can be sold into the secondary market.

The SBA has designated CWB as a "Preferred Lender". As a Preferred Lender, CWB has been delegated the loan approval, closing and most servicing and liquidation authority responsibility from the SBA.

Loans to One Borrower

State banking law generally limits the amount of funds that a bank may lend to a single borrower. Under federal law, the unsecured obligations of any one borrower to a national bank generally may not exceed 15% of the sum of the bank’s unimpaired capital and unimpaired surplus; and the secured and unsecured obligations of any one borrower to a bank generally may not exceed 25% of the unimpaired capital and unimpaired surplus of a national bank.

Foreign Operations

The Company has no foreign operations. The bank provides loans, letters of credit and other trade-related services to commercial enterprises that conduct business outside the United States.

Index

Customer Concentration

The Company does not have any customer relationships that individually account for 10% of consolidated or segment revenues, respectively.

COMPETITION

The financial services industry is highly competitive. Many of our competitors are much larger in total assets and capitalization, have greater access to capital markets, and offer a broader range of financial services than we can offer and may have lower cost structures.

This increasingly competitive environment is primarily a result of long term changes in regulation that made mergers and geographic expansion easier; changes in technology and product delivery systems and web-based tools; the accelerating pace of consolidation among financial services providers; and the flight of deposit customers to perceived increased safety. We compete for loans, deposits and customers with other banks, credit unions, securities and brokerage companies, mortgage companies, insurance companies, finance companies, and other non-bank financial services providers. This strong competition for deposit and loan products directly affects the rates of those products and the terms on which they are offered to consumers.

Technological innovation continues to contribute to greater competition in domestic and international financial services markets.

Mergers between financial institutions have placed additional pressure on banks to consolidate their operations, reduce expenses and increase revenues to remain competitive. The competitive environment is also significantly impacted by federal and state legislation that makes it easier for non-bank financial institutions to compete with the Company.

EMPLOYEES

As of December 31, 2014, the Company had 116 full-time equivalent team members. The Company's employees are not represented by a union or covered by a collective bargaining agreement. Management believes that its employee relations are good.

GOVERNMENT POLICIES

The Company’s operations are affected by various state and federal legislative changes and by regulations and policies of various regulatory authorities, including those of the states in which it operates and the U.S. government. These laws, regulations and policies include, for example, statutory maximum legal lending rates, domestic monetary policies by the Board of Governors of the Federal Reserve System which impact interest rates, U.S. fiscal policy, anti-terrorism and money laundering legislation and capital adequacy and liquidity constraints imposed by bank regulatory agencies. Changes in these laws, regulations and policies may greatly affect our operations. See “Item 1A Risk Factors – Curtailment of government guaranteed loan programs could affect a segment of our business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Supervision and Regulation.”

Additional Available Information

The Company maintains an Internet website at http://www.communitywestbank.com . The Company makes available its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. Other information related to the Company is available free of charge, through this website as soon as reasonably practicable after it has been electronically filed or furnished to the Securities Exchange Commission (“SEC”). The SEC maintains an Internet site, http://www.sec.gov , in which all forms filed electronically may be accessed. The Company’s internet website and the information contained therein are not intended to be incorporated in this Form 10-K. In addition, copies of the Company’s annual report will be made available, free of charge, upon written request.

ITEM 1A.

RISK FACTORS

Investing in our common stock involves various risks which are specific to the Company. Several of these risks and uncertainties, are discussed below and elsewhere in this report. This listing should not be considered as all-inclusive. These factors represent risks and uncertainties that could have a material adverse effect on our business, results of operations and financial condition. Other risks that we do not know about now, or that we do not believe are significant, could negatively impact our business or the trading price of our securities. In addition to common business risks such as theft, loss of market share and disasters, the Company is subject to special types of risk due to the nature of its business. See additional discussions about credit, interest rate, market and litigation risks in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this report beginning on page 16 and additional information regarding legislative and regulatory risks in the “Supervision and Regulation” section beginning on page 39.

Difficult economic and market conditions have adversely affected our industry.

The financial performance of CWBC and CWB generally, and the ability of borrowers to pay interest on and repay the principal of outstanding loans and the value of the collateral securing those loans, are highly dependent upon the business and economic conditions in the market in which they operate and in the United States as a whole. Although the U.S. and local economy continue to show modest signs of improvement, certain sectors remain soft, and unemployment remains relatively high in general and in the markets in which they operate. Local governments and many businesses are still experiencing serious difficulties. In addition, concerns about the performance of international economies, including potential impact of European debt, can impact the economy in the United States. These economic pressures on consumers and businesses may adversely affect their business, financial condition, results of operations and stock prices.

Index

U.S. financial markets and economic conditions could adversely affect liquidity, results of operations and financial condition.

In the past, the impact of adverse economic events has been particularly acute in the financial sector. Although CWBC and CWB are deemed to be “well-capitalized” and have not suffered any liquidity issues as a result of these events, the cost and availability of funds may be adversely impacted, and the demand for their products and services may decline, if the recovery from the recession does not continue. In view of the concentration of their operations and the collateral securing their loan portfolio in California, CWBC and CWB may be particularly susceptible to adverse economic conditions in the State of California.

Reserve for loan losses may not be adequate to cover actual loan losses.

The risk of nonpayment of loans is inherent in all lending activities, and nonpayment, if it occurs, may have an adverse effect on our financial condition and/or results of operations. We maintain a reserve for loan losses to absorb estimated probable losses inherent in the loan and commitment portfolios as of the balance sheet date. After a provision for loan losses of ($5.1 million) for the year, as of December 31, 2014, our allowance for loan losses was $7.9 million, or 1.84% of loans held for investment. In addition, as of December 31, 2014, we had $17.9 million in loans on nonaccrual, $6.9 million of which are government guaranteed. In determining the level of the reserve for loan losses, Management makes various assumptions and judgments about the loan portfolio. We rely on an analysis of the loan portfolio based on historical loss experience, volume and types of loans, trends in classifications, volume and trends in delinquencies and non-accruals, national and local economic conditions and other pertinent information known at the time of the analysis. If Management’s assumptions are incorrect, the reserve for loan losses may not be sufficient to cover losses, which could have a material adverse effect on our financial condition and/or results of operations. While the allowance for loan losses was determined to be adequate at December 31, 2014, based on the information available to us at the time, there can be no assurance that the allowance will be adequate in the future.

On December 20, 2012, the FASB issued for public comment a Proposed ASU, Financial Instruments-Credit Losses (Subtopic 825-15) (the “ Credit Loss Proposal ”), that would substantially change the accounting for credit losses under U.S. GAAP. Under U.S. GAAP’s current standards, credit losses are not reflected in the financial statements until it is probable that the credit loss has been incurred. Under the Credit Loss Proposal, an entity would reflect in its financial statements its current estimate of credit losses on financial assets over the expected life of each financial asset. The Credit Loss Proposal, if adopted as proposed, may have a negative impact on reported earnings, capital, regulatory capital ratios, as well as on regulatory limits which are based on capital of CWB since it would accelerate the recognition of estimated credit losses.

All of our lending involves underwriting risks.

Lending, even when secured by the assets of a business, involves considerable risk of loss in the event of failure of the business. To reduce such risk, the Company typically takes additional security interests in other collateral of the borrower, such as real property, certificates of deposit, life insurance, and/or obtains personal guarantees. Despite efforts to reduce risk of loss, additional measures may not prove sufficient as the value of the additional collateral or personal guarantees may be significantly reduced. There can be no assurances that collateral values will be sufficient to repay loans should borrowers become unable to repay loans in accordance with their original terms.

Our dependence on real estate concentrated in the State of California.

As of December 31, 2014, approximately $213.0 million, or 43%, of our loan portfolio is secured by various forms of real estate, including residential and commercial real estate. A decline in current economic conditions or rising interest rates could have an adverse effect on the demand for new loans, the ability of borrowers to repay outstanding loans and the value of real estate and other collateral securing loans. The real estate securing our loan portfolio is concentrated in California. A decline in the real estate market could materially and adversely affect the business of CWB because a significant portion of its loans are secured by real estate. The ability to recover on defaulted loans by selling the real estate collateral would then be diminished and CWB would be more likely to suffer losses on loans. Substantially all of the real property collateral is located in California. If there is an additional decline in real estate values, especially in California, the collateral for their loans would provide less security. Real estate values could be affected by, among other things, a worsening of economic conditions, an increase in foreclosures, a decline in home sale volumes, an increase in interest rates, continued high levels of unemployment, drought, earthquakes, brush fires and other natural disasters particular to California.

Index

California’s current drought may impact the economy.

At June 30, 2014, California was experiencing a severe drought in all areas of the state. The DBO has indicated that University of California models indicate the 2014 drought could cause revenue losses of $1.6 billion with the overall impact on the economy exceeding $5 billion. While CWB does not have a large portfolio of agricultural loans which would be most impacted by the drought, it is possible that the overall economy of California may be negatively impacted by this drought as the cost of water will rise thereby increasing the operating costs for businesses which could negatively affect their operating results, loan quality and collateral.

We operate in a highly regulated industry and the laws and regulations that govern our operations, corporate governance, executive compensation and financial accounting or reporting, including changes in them, or our failure to comply with them, may adversely affect us.

We are subject to extensive regulation and supervision that govern almost all aspects of our operations. Intended to protect customers, depositors, consumers, deposit insurance funds and the stability of the U.S. financial system, these laws and regulations, among other matters, prescribe minimum capital requirements, impose limitations on our business activities, limit the dividend or distributions that we can pay, restrict the ability of institutions to guarantee our debt and impose certain specific accounting requirements that may be more restrictive and may result in greater or earlier charges to earnings or reductions in our capital than accounting principles generally accepted in the United States (“GAAP”). Compliance with laws and regulations can be difficult and costly and changes to laws and regulations often impose additional compliance costs. We are currently facing increased regulation and supervision of our industry as a result of the financial crisis in the banking and financial markets. Such additional regulation and supervision may increase our costs and limit our ability to pursue business opportunities. Further, our failure to comply with these laws and regulations, even if the failure was inadvertent or reflects a difference in interpretation, could subject us to restrictions on our business activities, fines and other penalties, any of which could adversely affect our results of operations, capital base and the price of our securities. Further, any new laws, rules and regulations could make compliance more difficult or expensive or otherwise adversely affect our business and financial condition.

We are periodically subject to examination and scrutiny by a number of banking agencies and, depending upon the findings and determinations of these agencies, we may be required to make adjustments to our business that could adversely affect us.

Federal and state banking agencies periodically conduct examinations of our business, including compliance with applicable laws and regulations. If, as a result of an examination, a federal banking agency were to determine that the financial condition, capital resources, asset quality, asset concentration, earnings prospects, management, liquidity sensitivity to market risk or other aspects of any of our operations has become unsatisfactory, or that we or our management is in violation of any law or regulation, it could take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to change the asset composition of our portfolio or balance sheet, to assess civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance. If we become subject to such regulatory actions, our business, results of operations and reputation may be negatively impacted.

Additional requirements imposed by the Dodd-Frank Act and related regulation could have an adverse effect on CWBC and CWB.

Recent government efforts to strengthen the U.S. financial system have resulted in the imposition of additional regulatory requirements. The Dodd-Frank Act provides for sweeping regulatory changes, including the following:

the establishment of strengthened capital and liquidity requirements for banks and bank holding companies, including minimum leverage and risk-based capital requirements no less than the strictest requirements in effect for depository institutions as of the date of enactment;

the requirement by statute that bank holding companies serve as a source of financial strength for their depository institution subsidiaries;

enhanced regulation of financial markets, including the derivative and securitization markets, and the elimination of certain proprietary trading activities by banks;

additional corporate governance and executive compensation requirements; enhanced financial institution safety and soundness regulations,

revisions in FDIC insurance assessment fees and a permanent increase in FDIC deposit insurance coverage to $250,000;

authorization for financial institutions to pay interest on business checking accounts; and

the establishment of new regulatory bodies, such as the Bureau of Consumer Financial Protection and the Financial Services Oversight Counsel, to identify emerging systemic risks and improve interagency cooperation.

Many of the provisions remain subject to final rulemaking and/or implementation. Accordingly, CWBC and CWB cannot fully assess its impact on their respective operations and costs until final regulations are adopted and implemented.

Index

Current and future legal and regulatory requirements, restrictions, and regulations, including those imposed under Dodd-Frank, may adversely impact profitability of CWBC and CWB and may have a material and adverse effect on their business, financial condition, and results of operations. They may also be required to invest significant management attention and resources to evaluate and make changes required by the legislation and related regulations and may make it more difficult for them to attract and retain qualified executive officers and employees.

The short-term and long-term impact of the new regulatory capital standards and the new capital rules is uncertain.

The federal banking agencies recently revised capital guidelines to reflect the requirements of the Dodd-Frank Act and to effect the implementation of the Basel III Accords. The quantitative measures, established by the regulators to ensure capital adequacy, require that a bank holding company maintain minimum ratios of capital to risk-weighted assets. These minimums are outlined above. Various provisions of the Dodd-Frank Act increase the capital requirements of bank holding companies, such as the Company, and non-bank financial companies that are supervised by the Federal Reserve. For CWBC, a bank holding company, common equity Tier 1 capital, a new category, includes only common stock, related surplus, retained earnings and qualified minority investments. For further discussion of the capital rules, see “SUPERVISION AND REGULATION” herein.

Curtailment of government guaranteed loan programs could affect a segment of our business.

A segment of our business consists of originating and periodically selling government guaranteed loans, in particular those guaranteed by the USDA and the SBA. From time to time, the government agencies that guarantee these loans reach their internal limits and cease to guarantee loans. In addition, these agencies may change their rules for loans or Congress may adopt legislation that would have the effect of discontinuing or changing the loan programs. Non-governmental programs could replace government programs for some borrowers, but the terms might not be equally acceptable. Therefore, if these changes occur, the volume of loans to small business, industrial and agricultural borrowers of the types that now qualify for government guaranteed loans could decline. Also, the profitability of these loans could decline. As the funding of the guaranteed portion of 7(a) loans has historically been a portion of our business, the long-term resolution to the funding for the 7(a) loan program may have an unfavorable impact on our future performance and results of operations.

Our small business customers may lack the resources to weather a downturn in the economy.

One of the primary focal points of our business development and marketing strategy is serving the banking and financial services needs of small to medium-sized businesses and professional organizations. Small businesses generally have fewer financial resources in terms of capital or borrowing capacity than do larger entities. If economic conditions are generally unfavorable in our service areas, the businesses of our lending clients and their ability to repay outstanding loans may be negatively affected. As a consequence, our results of operations and financial condition may be adversely affected.

If the Company lost a significant portion of its low-cost deposits, it could negatively impact our liquidity and profitability.

The Company’s profitability depends in part on successfully attracting and retaining a stable base of low-cost deposits. While we generally do not believe these core deposits are sensitive to interest rate fluctuations, the competition for these deposits in our markets is strong and customers are increasingly seeking investments that are safe, including the purchase of U.S. Treasury securities and other government-guaranteed obligations, as well as the establishment of accounts at the largest, most-well capitalized banks. If the Company were to lose a significant portion of its low-cost deposits, it would negatively impact its liquidity and profitability.

From time to time, the Company has been dependent on borrowings from the FHLB and the FRB, and there can be no assurance these programs will be available as needed.

As of December 31, 2014, the Company has borrowings from the FHLB of San Francisco of $10.0 million and no borrowings from the FRB. The Company in the recent past has been reliant on such borrowings to satisfy its liquidity needs. The Company’s borrowing capacity is generally dependent on the value of the Company’s collateral pledged to these entities. These lenders could reduce the borrowing capacity of the Company or eliminate certain types of collateral and could otherwise modify or even terminate its loan programs. Any change or termination could have an adverse effect on the Company’s liquidity and profitability.

The Company is exposed to risk of environmental liabilities with respect to properties to which we obtain title

Approximately 32% of the Company’s loan portfolio at December 31, 2014 was secured by commercial real estate. In the course of our business, the Company may foreclose and take title to real estate, and could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or may be required to investigate or clean up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. These costs and claims could adversely affect our business and prospects.

Index

Changes in interest rates could adversely affect our profitability, business and prospects

Most of the Company’s assets and liabilities are monetary in nature, which subjects us to significant risks from changes in interest rates and can impact our net income and the valuation of our assets and liabilities. Increases or decreases in prevailing interest rates could have an adverse effect on our business, asset quality and prospects. The Company’s operating income and net income depend to a great extent on our net interest margin. Net interest margin is the difference between the interest yields we receive on loans, securities and other earning assets and the interest rates we pay on interest-bearing deposits, borrowings and other liabilities. These rates are highly sensitive to many factors beyond our control, including competition, general economic conditions and monetary and fiscal policies of various governmental and regulatory authorities, including the Federal Reserve. If the rate of interest we pay on our interest-bearing deposits, borrowings and other liabilities increases more than the rate of interest we receive on loans, securities and other earning assets increases, our net interest income, and therefore our earnings, would be adversely affected. The Company’s earnings also could be adversely affected if the rates on our loans and other investments fall more quickly than those on our deposits and other liabilities.

In addition, loan volumes are affected by market interest rates on loans. Rising interest rates generally are associated with a lower volume of loan originations while lower interest rates are usually associated with higher loan originations. Conversely, in rising interest rate environments, loan repayment rates will decline and in falling interest rate environments, loan repayment rates will increase. The Company cannot guarantee that it will be able to minimize interest rate risk. In addition, an increase in the general level of interest rates may adversely affect the ability of certain borrowers to pay the interest on and principal of their obligations.

Interest rates also affect how much money the Company can lend. When interest rates rise, the cost of borrowing increases. Accordingly, changes in market interest rates could materially and adversely affect our net interest spread, asset quality, loan origination volume, business, financial condition, results of operations and cash flows.

CWBC and CWB have liquidity risk.

Liquidity risk is the risk that CWBC and CWB will have insufficient cash or access to cash to satisfy current and future financial obligations, including demands for loans and deposit withdrawals, funding operating costs, and for other corporate purposes. An inability to raise funds through deposits, borrowings, the sale of loans and other sources could have a material adverse effect on their liquidity. Their access to funding sources in amounts adequate to finance their activities could be impaired by factors that affect them specifically or the financial services industry in general. Factors that could detrimentally impact their access to liquidity sources include a decrease in the level of their business activity due to a market downturn or adverse regulatory action against them. The ability of CWB to acquire deposits or borrow could also be impaired by factors that are not specific to CWB, such as a severe disruption of the financial markets or negative views and expectations about the prospects for the financial services industry as a whole. CWB mitigates liquidity risk by establishing and accessing lines of credit with various financial institutions and having back-up access to the brokered Certificate of Deposits “CD’s” markets. Results of operations could be affected if they were unable to satisfy current or future financial obligations.

Because of the geographic concentration of our assets, our business is highly susceptible to local economic conditions

Our business is primarily concentrated in Santa Barbara and Ventura counties in the State of California. As a result of this geographic concentration, our financial condition and results of operations depend largely upon economic conditions in these market areas. Deterioration in economic conditions in the markets we serve could result in one or more of the following: an increase in loan delinquencies; an increase in problem assets and foreclosures; a decrease in the demand for our products and services; and a decrease in the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with problem loans and collateral coverage.

The Company’s future success will depend on our ability to compete effectively in a highly competitive market

The Company faces substantial competition in all phases of our operations from a variety of different competitors. Our competitors, including commercial banks, community banks, savings and loan associations, mutual savings banks, credit unions, consumer finance companies, insurance companies, securities dealers, brokers, mortgage bankers, investment advisors, money market mutual funds and other financial institutions, compete with lending and deposit-gathering services offered by us. Increased competition in our markets may result in reduced loans and deposits.

There is very strong competition for financial services in the market areas in which we conduct our businesses from many local commercial banks as well as numerous national and commercial banks and regionally based commercial banks. Many of these competing institutions have much greater financial and marketing resources than we have. Due to their size, many competitors can achieve larger economies of scale and may offer a broader range of products and services than us. If we are unable to offer competitive products and services, our business may be negatively affected.

Some of the financial services organizations with which we compete are not subject to the same degree of regulation as is imposed on bank holding companies and federally insured depository institutions. As a result, these non-bank competitors have certain advantages over us in accessing funding and in providing various services. The banking business in our primary market areas is very competitive, and the level of competition facing us may increase further, which may limit our asset growth and financial results.

Index

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired, which could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, or GAAP. If we are unable to maintain adequate internal control over financial reporting, we might be unable to report our financial information on a timely basis and might suffer adverse regulatory consequences or violate listing standards. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. We have in the past and may in the future discover areas of our internal financial and accounting controls and procedures that need improvement. Our internal control conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company will be detected. If we are unable to maintain proper and effective internal controls, we may not be able to produce accurate financial statements on a timely basis, which could adversely affect our ability to operate our business and could result in regulatory action, and could require us to restate, our financial statements. Any such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC.

Changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies could adversely affect our financial condition and results of operations.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Some of these policies require use of estimates and assumptions that may affect the reported value of our assets or liabilities and results of operations and are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain. If those assumptions, estimates or judgments were incorrectly made, we could be required to correct and restate prior period financial statements. Accounting standard-setters and those who interpret the accounting standards (such as the Financial Accounting Standards Board, the SEC, banking regulators and our independent registered public accounting firm) may also amend or even reverse their previous interpretations or positions on how various standards should be applied. These changes can be difficult to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new revised standard retroactively, resulting in the need to revise and republish prior period financial statements.

Terrorist attacks and threats of war or actual war may impact all aspects of our operations, revenues, costs and stock price in unpredictable ways

Terrorist attacks in the United States, as well as future events occurring in response or in connection to them including, without limitation, future terrorist attacks against United States targets, rumors or threats of war, actual conflicts involving the United States or its allies or military or trade disruptions, may impact our operations. Any of these events could cause consumer confidence and savings to decrease or result in increased volatility in the United States and worldwide financial markets and economy. Any of these occurrences could have an adverse impact on the Company’s operating results, revenues and costs and may result in the volatility of the market price for our securities, including our common stock, and impair their future price.

The business may be adversely affected by internet fraud.

The Company is inherently exposed to many types of operational risk, including those caused by the use of computer, internet and telecommunications systems. These risks may manifest themselves in the form of fraud by employees, by customers, other outside entities targeting us and/or our customers that use our internet banking, electronic banking or some other form of our telecommunications systems. Given the growing level of use of electronic, internet-based, and networked systems to conduct business directly or indirectly with our clients, certain fraud losses may not be avoidable regardless of the preventative and detection systems in place.

We may experience interruptions or breaches in our information system security.

We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach in the security of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of these information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions or security breaches of these information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

Index

A failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors and other service providers, including as a result of cyber attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses

As a financial institution, we are susceptible to fraudulent activity that may be committed against us or our clients, which may result in financial losses to us or our clients, privacy breaches against our clients, or damage to our reputation. Such fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, and other dishonest acts. In recent periods, there has been a rise in electronic fraudulent activity within the financial services industry, especially in the commercial banking sector, due to cyber criminals targeting commercial bank accounts. Consistent with industry trends, we have also experienced an increase in attempted electronic fraudulent activity in recent periods.

In addition, our operations rely on the secure processing, storage and transmission of confidential and other information on our computer systems and networks. Although we take numerous protective measures to maintain the confidentiality, integrity and availability of our and our clients’ information across all geographic and product lines, and endeavor to modify these protective measures as circumstances warrant, the nature of the threats continues to evolve. As a result, our computer systems, software and networks and those of our customers may be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, unavailability of service, computer viruses or other malicious code, cyber attacks and other events that could have an adverse security impact and result in significant losses by us and/or our customers. Despite the defensive measures we take to manage our internal technological and operational infrastructure, these threats may originate externally from third parties, such as foreign governments, organized crime and other hackers, and outsource or infrastructure-support providers and application developers, or the threats may originate from within our organization. Given the increasingly high volume of our transactions, certain errors may be repeated or compounded before they can be discovered and rectified.

We also face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities, including exchanges, clearing agents, clearing houses or other financial intermediaries. Such parties could also be the source of an attack on, or breach of, our operational systems, data or infrastructure. In addition, as interconnectivity with our clients grows, we increasingly face the risk of operational failure with respect to our clients’ systems.

Although to date we have not experienced any material losses relating to cyber attacks or other information security breaches, there can be no assurance that we will not suffer such losses in the future. Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, the outsourcing of some of our business operations, and the continued uncertain global economic environment. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

We maintain an insurance policy which we believe provides sufficient coverage at a manageable expense for an institution of our size and scope with similar technological systems. However, we cannot assure that this policy will afford coverage for all possible losses or would be sufficient to cover all financial losses, damages, penalties, including lost revenues, should we experience any one or more of our or a third party’s systems failing or experiencing attack.

The success of the Company is dependent upon its ability to recruit and retain qualified employees especially seasoned relationship bankers.

The Company’s business plan includes and is dependent upon hiring and retaining highly qualified and motivated executives and employees at every level. In particular, our relative success to date has been partly the result of our management’s ability to identify and retain highly qualified relationship bankers that have long-standing relationships in their communities. These professionals bring with them valuable customer relationships and have been integral in our ability to attract deposits and to expand our market share. From time to time, the Company recruits or utilizes the services of employees who are subject to limitations on their ability to use confidential information of a prior employer, to freely compete with that employer, or to solicit customers of that employer. If the Company is unable to hire or retain qualified employees it may not be able to successfully execute its business strategy. If the Company or its employee is found to have violated any nonsolicitation or other restrictions applicable to it or its employees, the Company or its employee could become subject to litigation or other proceedings.

Litigation risks may have a material impact on our assets or results of operations.

We are involved in various matters of litigation in the ordinary course of business which, historically, have not been material to our assets or results of operations. No assurances can be given that future litigation may not have a material impact on our assets or results of operations.

The Series A Preferred Stock impacts net income available to our common shareholders and earnings per common share and the Warrant may be dilutive to holders of our common stock.

The dividends on the Series A Preferred Stock reduce the net income available to common shareholders and our earnings per common share. The Series A Preferred Stock also receives preferential treatment in the event of liquidation, dissolution or winding up of the Company. Additionally, the ownership interest of the existing holders of our common stock will be diluted to the extent the outstanding warrant (“Warrant”) issued in conjunction with the Series A Preferred Stock is exercised. The shares of common stock underlying the Warrant represent approximately 6.0% of the shares of our common stock outstanding as of December 31, 2014 (including the shares issuable upon exercise of the Warrant in total shares outstanding). Although the Warrant holders have agreed not to vote any of the shares of common stock received upon exercise of the Warrant, a transferee of any portion of the Warrant or of any shares of common stock acquired upon exercise of the Warrant is not bound by this restriction.

Index

We may be required to raise capital in the future, but that capital may not be available or may not be on acceptable terms when it is needed.

We are required by federal regulatory authorities to maintain adequate capital levels to support operations. Our ability to raise additional capital is dependent on capital market conditions at that time and on our financial performance and outlook. Pending regulatory changes, such as regulations to implement Basel III and the Dodd-Frank Act, may require us to have more capital than was previously required. If we cannot raise additional capital when needed, we may not be able to meet these requirements, and our ability to further expand our operations through organic growth or through acquisitions may be adversely affected.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2 .

PROPERTIES

At December 31, 2014, the Company is headquartered at 445 Pine Avenue in Goleta, California. This facility houses the Company's corporate offices and the mortgage loan division. The Company operates five domestic branches one of which is owned. All other properties are leased by the Company, including the corporate headquarters.

The Company continually evaluates the suitability and adequacy of its offices. Management believes that the existing facilities are adequate for its present and anticipated future use.

ITEM 3 .

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 (the “Complaint”). 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 RFC’s option.

Since the Complaint was 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 seeking over $25 million in damages for breach of contract and indemnification (“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. On October 14, 2014, the Judge granted the motion in part and denied the motion in part. The Judge granted CWB’s motion to dismiss on the contract claims as to all loans CWB sold to RFC before May 14, 2006 on the grounds that they were time barred. The Court denied CWB’s motion claiming that the statute of limitations barred RFC’s 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.

Index

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. On March 18, 2015, defense counsel will meet with the magistrate judge to discuss the yet to be defined mediation process.

No firm trial date has been set and discovery has just begun.

It is CWB’s position to vigorously defend this action and CWB knows of no evidence that would support RFC’s 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.

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

ITEM 4 .

MINE SAFETY DISCLOSURES ( NOT APPLICABLE)

Index

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock is traded on the Nasdaq Global Market (“NASDAQ”) under the symbol CWBC. The following table sets forth the high and low sales prices on a per share basis for the Company’s common stock as reported by NASDAQ for the period indicated:

	2014 Quarters								2013 Quarters
	Fourth		Third		Second		First		Fourth		Third		Second		First
Range of stock prices:
High	$	6.90	$	7.00	$	7.20	$	8.30	$	6.73	$	5.97	$	5.00	$	5.10
Low		6.00		6.00		6.50		6.28		5.35		4.50		4.00		2.80

Cash Dividends Declared	$	0.02	$	0.02	$	-	$	-	$	-	$	-	$	-	$	-

There were no common dividends declared in the first and second quarters of 2014 and all of 2013.

Holders

As of February 27, 2015 the closing price of our common stock on NASDAQ was $6.73 per share. As of that date, based on the records of our transfer agent, the company had approximately 259 stockholders of record of its common stock.

Preferred Stock Dividends

The Company’s 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.

Common Stock Dividends

It is the Company’s intention to review its dividend policy on a quarterly basis. The Company’s resumed paying cash dividends in the third quarter of 2014. As a holding company with limited significant assets other than the capital stock of our subsidiary bank, CWBC’s ability to pay dividends depends primarily on the receipt of dividends from its subsidiary bank, CWB. CWB’s ability to pay dividends to the Company is limited by California law and federal banking law. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Supervision and Regulation – CWBC – Limitations on Dividend Payments.”

Repurchases of Securities

As of December 31, 2014, the Company has completed redemption of 55% of the Series A Preferred Stock. The Company redeemed 8,586 shares of preferred stock for $8.4 million and recognized a discount on the partial redemption of $0.2 million. None of the shares of Series A Preferred Stock have been registered by the Company pursuant to Section 12 of the Exchange Act.

The Company did not repurchase any of its common securities during 2014 and does not currently have any publicly announced repurchase plan. The Company's ability to repurchase shares of its common stock is subject to prior approval of the FRB.

Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes the securities authorized for issuance as of December 31, 2014:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Plans approved by shareholders		456,550	$	5.61		520,475
Plans not approved by shareholders		-		-		-
Total		456,550	$	5.61		520,475

Index

ITEM 6 .

SELECTED FINANCIAL DATA

The following summary presents selected financial data as of and for the periods indicated. You should read the selected financial data presented below in conjunction with “Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” and our consolidated financial statements and the related notes appearing elsewhere in this Form 10-K.

	Year Ended December 31,
	2014			2013			2012			2011			2010
	(in thousands, except per share amounts)
Results of Operations:
Interest income	$	28,004		$	27,866		$	31,368		$	36,542		$	39,234
Interest expense		3,275			4,332			5,949			8,250			9,957
Net interest income		24,729			23,534			25,419			28,292			29,277
Provision for loan losses		(5,135	)		(1,944	)		4,281			14,591			8,743
Net interest income after provision for loan losses		29,864			25,478			21,138			13,701			20,534
Non-interest income		2,197			2,831			4,281			3,211			4,015
Non-interest expenses		20,081			22,135			22,246			23,320			20,991
Income (loss) before income taxes		11,980			6,174			3,173			(6,408	)		3,558
Provision (benefit) for income taxes		4,934			(2,812	)		-			4,077			1,467
Net income (loss)	$	7,046		$	8,986		$	3,173		$	(10,485	)	$	2,091
Dividends and accretion on preferred stock		778			1,039			1,046			1,047			1,047
Net income (loss) available to common stockholders	$	6,268		$	7,947		$	2,127		$	(11,532	)	$	1,044
Per Share Data:
Income (loss) per common share - basic	$	0.77		$	1.13		$	0.36		$	(1.93	)	$	0.18
Income (loss) per common share - diluted	$	0.75		$	0.98		$	0.31		$	(1.93	)	$	0.18
Weighted average shares outstanding - basic		8,141			7,017			5,990			5,980			5,915
Weighted average shares outstanding - diluted		8,505			8,390			8,233			5,980			6,833
Shares outstanding at period end		8,203			7,867			5,995			5,990			5,916
Dividends declared per common share	$	0.04			-			-			-			-
Book value per common share	$	7.31		$	6.60		$	6.29		$	5.94		$	7.92
Selected Balance Sheet Data:
Net loans		487,256			462,005			449,201			532,716			580,632
Allowance for loan losses		7,887			12,208			14,464			15,270			13,302
Total assets		557,318			539,000			532,101			633,348			667,604
Total deposits		477,084			436,135			434,220			511,262			529,893
Total liabilities		490,311			471,444			479,052			582,722			605,962
Total stockholders' equity		67,007			67,556			53,049			50,626			61,642
Selected Financial and Liquidity Ratios:
Net interest margin		4.50	%		4.51	%		4.49	%		4.47	%		4.50	%
Return on average assets		1.25	%		1.69	%		0.55	%		-1.60	%		0.31	%
Return on average stockholders' equity		10.42	%		15.15	%		6.22	%		-16.98	%		3.42	%
Equity to assets ratio		12.02	%		12.53	%		9.97	%		7.99	%		9.23	%
Loan to deposit ratio		103.79	%		108.73	%		106.78	%		107.18	%		112.09	%
Capital Ratios:
Tier 1 leverage ratio		11.86	%		12.68	%		9.72	%		7.91	%		9.08	%
Tier 1 risk-based capital ratio		14.94	%		15.65	%		12.81	%		10.08	%		11.40	%
Total risk-based capital ratio		16.19	%		17.26	%		15.98	%		12.92	%		14.16	%
Selected Asset Quality Ratios:
Net charge-offs to average loans		-0.16	%		0.70	%		1.02	%		2.21	%		1.52	%
Allowance for loan losses to total loans		1.59	%		2.57	%		3.12	%		2.83	%		2.24	%
Allowance for loan losses to nonaccrual loans		71.52	%		72.51	%		64.50	%		53.26	%		104.98	%
Nonaccrual loans to gross loans		2.23	%		3.55	%		4.84	%		5.23	%		2.13	%
Nonaccrual loans and repossessed assets to total loans		2.25	%		4.35	%		5.24	%		6.45	%		3.56	%
Loans past due 90 days or more and still accruing interest to total loans		0.00	%		0.01	%		0.00	%		0.11	%		0.03	%

Index

ITEM 7.

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

The following discussion and analysis should be read in conjunction with “Item 8–Financial Statements and Supplementary Data.” This discussion and analysis contains forward-looking statements that involve risk, uncertainties and assumptions. Certain risks, uncertainties and other factors, including but not limited to those set forth under “ Forward-Looking Statements,” on page 3 of this Form 10-K, may cause actual results to differ materially from those projected in the forward-looking statements.

Financial Overview and Highlights

Community West Bancshares is a financial services company headquartered in Goleta, California that provides full service banking and lending through its wholly-owned subsidiary Community West Bank (“CWB”), which has five California branch banking offices in Goleta, Santa Barbara, Santa Maria, Ventura and Westlake Village.

Financial Result Highlights of 2014

Net income available to common stockholders for the Company of $6.3 million, or $0.75 per diluted share for 2014, compared to $7.9 million, or $0.98 per diluted share for 2013 and $2.1 million or $0.31 per diluted share for 2012.

The significant factors impacting earnings of the Company during 2014 were:

Net income of $7.0 million for 2014 compared to a net income of $9.0 million for 2013 and $3.2 million for 2012.

Net interest margin for the twelve months ended December 31, 2014 declined to 4.50% compared to 4.51% for the year ended 2013.

Provision for loan losses was ($5.1 million) for 2014 compared to ($1.9 million) in 2013 and $4.3 million in 2012, resulting from reduced loss factors and net charge-offs along with continued improvement in credit quality. Net charge-offs were ($0.8 million) for 2014 compared to $0.3 million in 2013 and $5.1 million in 2012.

Income tax expense of $4.9 million for 2014 compared to income tax benefit of $2.8 million due to a reversal of deferred tax assets valuation allowance at December 31, 2013.

Net nonaccrual loans decreased to $11.0 million at December 31, 2014, compared to $16.8 million at December 31, 2013.

Allowance for loan losses was $7.9 million at December 31, 2014, or 1.84% of total loans held for investment compared to 2.98% at December 31, 2013.

Other assets acquired through foreclosure decreased to $0.1 million at December 31, 2014 from $3.8 million at December 31, 2013 primarily due to sales and the decreased volume of new foreclosed assets.

During 2014, the remaining $1.4 million of debentures were converted to 317,550 shares of common stock and $34,000 to cash.

Total loans increased 4.4% to $495.1 million at December 31, 2014 compared to $474.2 million at December 31, 2013.

During 2014, the Company redeemed 8,586 shares of Series A Preferred Stock for $8.4 million and recognized discount on partial redemption of $0.2 million.

The impact to the Company from these items, and others of both a positive and negative nature, will be discussed in more detail as they pertain to the Company’s overall comparative performance for the year ended December 31, 2014 throughout the analysis sections of this report.

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

	Year Ended December 31,
	2014			2013			2012
	(in thousands, except per share amounts)

Net income available to common stockholders	$	6,268		$	7,947		$	2,127
Basic earnings per share		0.77			1.13			0.36
Diluted earnings per share		0.75			0.98			0.31
Total assets		557,318			539,000			532,101
Gross loans		495,143			474,213			463,665
Total deposits		477,084			436,135			434,220
Net interest margin		4.50	%		4.51	%		4.49	%
Return on average assets		1.25	%		1.69	%		0.55	%
Return on average stockholders' equity		10.42	%		15.15	%		6.22	%

Index

As a bank holding company, management focuses on key ratios in evaluating the Company’s financial condition and results of operations. In the current economic environment, key ratios regarding asset credit quality and efficiency are more informative as to the financial condition of the Company than those utilized in a more normal economic period such as return on equity and return on assets.

Asset Quality

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

	Year Ended December 31,
	2013			2013			2012
	(in thousands)
Non-accrual loans (net of guaranteed portion)	$	11,027		$	16,837		$	22,425
Non-performing assets		16,212			23,997			31,548
Non-accrual loans to gross loans		2.23	%		3.55	%		4.84	%
Net charge-offs to average loans		(0.16	)%		0.07	%		1.02	%

Asset and Deposit Growth

The ability to originate new loans and attract new deposits is fundamental to the Company’s asset growth. The Company’s assets and liabilities are comprised primarily of loans and deposits . Total assets increased to $557.3 million at December 31, 2014 from $539.0 million at December 31, 2013. Total loans including net deferred fees and unearned income increased by $20.9 million, or 4.4%, to $495.1 million as of December 31, 2014 compared to December 31, 2013. Total deposits increased to $477.1 million as of December 31, 2014 from $436.1 million as of December 31, 2013.

RESULTS OF OPERATIONS

The following table sets forth a summary financial overview for the comparable years:

	Year Ended December 31,						Increase			Year Ended December 31,					Increase
	2014			2013			(Decrease)			2013			2012		(Decrease)
	(in thousands, except per share amounts)
Consolidated Income Statement Data:
Interest income	$	28,004		$	27,866		$	138		$	27,866		$	31,368	$	(3,502	)
Interest expense		3,275			4,332			(1,057	)		4,332			5,949		(1,617	)
Net interest income		24,729			23,534			1,195			23,534			25,419		(1,885	)
Provision for credit losses		(5,135	)		(1,944	)		(3,191	)		(1,944	)		4,281		(6,225	)
Net interest income after provision for credit losses		29,864			25,478			4,386			25,478			21,138		4,340
Non-interest income		2,197			2,831			(634	)		2,831			4,281		(1,450	)
Non-interest expenses		20,081			22,135			(2,054	)		22,135			22,246		(111	)
Income before income taxes		11,980			6,174			5,806			6,174			3,173		3,001
Income taxes		4,934			(2,812	)		7,746			(2,812	)		-		(2,812	)
Net income	$	7,046		$	8,986		$	(1,940	)	$	8,986		$	3,173	$	5,813
Dividends and accretion on preferred stock		778			1,039			(261	)		1,039			1,046		(7	)
Net income available to common stockholders	$	6,268		$	7,947		$	(1,679	)	$	7,947		$	2,127	$	5,820
Income per share - basic	$	0.77		$	1.13		$	(0.36	)	$	1.13		$	0.36	$	0.78
Income per share - diluted	$	0.75		$	0.98		$	(0.23	)	$	0.98		$	0.31	$	0.67

Index

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:

	Year Ended December 31,
	2014								2013
	Average Balance			Interest		Average Yield/Cost			Average Balance			Interest		Average Yield/Cost
Interest-Earning Assets	(in thousands)
Federal funds sold and interest-earning deposits	$	26,296		$	76		0.29	%	$	34,810		$	81		0.23	%
Investment securities		33,242			762		2.29	%		29,213			714		2.44	%
Loans (1)		489,598			27,166		5.55	%		457,847			27,071		5.91	%
Total earnings assets		549,136			28,004		5.10	%		521,870			27,866		5.34	%
Nonearning Assets
Cash and due from banks		1,642								1,122
Allowance for loan losses		(10,778	)							(13,240	)
Other assets		22,474								21,586
Total assets	$	562,474							$	531,338
Interest-Bearing Liabilities
Interest-bearing demand deposits		271,744			1,064		0.39	%		258,345			1,185		0.46	%
Savings deposits		15,923			202		1.27	%		16,334			290		1.78	%
Time deposits		123,354			1,397		1.13	%		102,495			1,441		1.41	%
Total interest-bearing deposits		411,021			2,663		0.65	%		377,174			2,916		0.77	%
Convertible debentures		241			30		12.45	%		4,354			442		10.15	%
Other borrowings		21,235			582		2.74	%		33,474			974		2.91	%
Total interest-bearing liabilities		432,497			3,275		0.76	%		415,002			4,332		1.04	%
Noninterest-Bearing Liabilities
Noninterest-bearing demand deposits		58,456								53,278
Other liabilities		3,921								3,755
Stockholders' equity		67,600								59,303
Total Liabilities and Stockholders' Equity	$	562,474							$	531,338
Net interest income and margin (2)				$	24,729		4.50	%				$	23,534		4.51	%
Net interest spread (3)							4.34	%							4.30	%

(1)

Includes nonaccrual loans.

(2)

Net interest income is the difference between the interest and fees earned on loans and investments and the interest expense paid on deposits and liabilities. The amount by which interest income will exceed interest expense depends on the volume or balance of earning assets compared to the volume or balance of interest-bearing deposits and liabilities and the interest rate earned on those interest-earning assets compared to the interest rate paid on those interest-bearing liabilities. Net interest margin is computed by dividing net interest income by total average earning assets. It is used to measure the difference between the average rate of interest earned on assets and the average rate of interest that must be paid on liabilities used to fund those assets. To maintain its net interest margin, the Company must manage the relationship between interest earned and paid.

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

Index

	Year Ended December 31,
	2013								2012
	Average Balance			Interest		Average Yield/Cost			Average Balance			Interest		Average Yield/Cost
Interest-Earning Assets	(in thousands)
Federal funds sold and interest-earning deposits	$	34,810		$	81		0.23	%	$	31,237		$	71		0.23	%
Investment securities		29,213			714		2.44	%		35,093			807		2.30	%
Loans (1)		457,847			27,071		5.91	%		500,273			30,490		6.09	%
Total earnings assets		521,870			27,866		5.34	%		566,603			31,368		5.54	%
Nonearning Assets
Cash and due from banks		1,122								979
Allowance for loan losses		(13,240	)							(15,208	)
Other assets		21,586								28,590
Total assets	$	531,338							$	580,964
Interest-Bearing Liabilities
Interest-bearing demand deposits		258,345			1,185		0.46	%		280,831			1,839		0.65	%
Savings deposits		16,334			290		1.78	%		17,683			325		1.84	%
Time deposits		102,495			1,441		1.41	%		128,605			1,966		1.53	%
Total interest-bearing deposits		377,174			2,916		0.77	%		427,119			4,130		0.97	%
Convertible debentures		4,354			442		10.15	%		7,852			717		9.13	%
Other borrowings		33,474			974		2.91	%		40,090			1,102		2.75	%
Total interest-bearing liabilities		415,002			4,332		1.04	%		475,061			5,949		1.25	%
Noninterest-Bearing Liabilities
Noninterest-bearing demand deposits		53,278								52,196
Other liabilities		3,755								2,652
Stockholders' equity		59,303								51,055
Total Liabilities and Stockholders' Equity	$	531,338							$	580,964
Net interest income and margin (2)				$	23,534		4.51	%				$	25,419		4.49	%
Net interest spread (3)							4.30	%							4.29	%

(1)	Includes nonaccrual loans.

(2)

Net interest income is the difference between the interest and fees earned on loans and investments and the interest expense paid on deposits and liabilities. The amount by which interest income will exceed interest expense depends on the volume or balance of earning assets compared to the volume or balance of interest-bearing deposits and liabilities and the interest rate earned on those interest-earning assets compared to the interest rate paid on those interest-bearing liabilities.. Net interest margin is computed by dividing net interest income by total average earning assets. It is used to measure the difference between the average rate of interest earned on assets and the average rate of interest that must be paid on liabilities used to fund those assets. To maintain its net interest margin, the Company must manage the relationship between interest earned and paid.

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

Index

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.

	Year Ended December 31,									Year Ended December 31,
	2014 versus 2013									2013 versus 2012
	Increase (Decrease) Due to Changes in ⁽¹⁾									Increase (Decrease) Due to Changes in ⁽¹⁾
	Volume			Rate			Total			Volume			Rate			Total
	(in thousands)									(in thousands)
Interest income:
Investment securities	$	92		$	(44	)	$	48		$	(142	)	$	49		$	(93	)
Federal funds sold and other		(26	)		21			(5	)		10			-			10
Loans, net		1,743			(1,648	)		95			(2,519	)		(900	)		(3,419	)
Total interest income		1,809			(1,671	)		138			(2,651	)		(851	)		(3,502	)

Interest expense:
Interest checking		52			(173	)		(121	)		(103	)		(551	)		(654	)
Savings		(5	)		(83	)		(88	)		(24	)		(11	)		(35	)
Time deposits		236			(280	)		(44	)		(368	)		(157	)		(525	)
Other borrowings		(335	)		(57	)		(392	)		(193	)		65			(128	)
Convertible debentures		(512	)		100			(412	)		(355	)		80			(275	)
Total interest expense		(564	)		(493	)		(1,057	)		(1,043	)		(574	)		(1,617	)
Net increase	$	2,373		$	(1,178	)	$	1,195		$	(1,608	)	$	(277	)	$	(1,885	)

(1)

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

Comparison of interest income, interest expense and net interest margin

The Company’s primary source of revenue is interest income. Interest income for the year ended December 31, 2014 was $28.0 million, a slight increase from $27.9 million and a decrease from $31.4 million, respectively, for the years ended December 31, 2013 and 2012. The interest income was impacted by decreased yields on earning assets in 2014 which declined to 5.1% compared to 5.34% for 2013 and 5.54% for 2012. An increase in average earning assets to $549.1 million for 2014 compared to 2013 helped partially offset the declined yield. The largest decrease was in yields on loans which declined to 5.55% for 2014 compared to 5.91% for 2013 and 6.09% for 2012. Strong competition for quality new loans continued in 2014 which resulted in further margin compression.

Interest expense for the year ended December 31, 2014 compared to 2013 and 2012 decreased by $1.0 million and $2.6 million, respectively, to $3.3 million. This decline was primarily due to decreased average cost of deposits and repayment and conversion of debt. Average cost of deposits declined 11 basis points to 57 basis points in 2014 compared to the same period in 2013 and declined 29 basis points compared to 2012. Interest expense on the convertible debentures and other borrowings decreased in 2014 compared to 2013 and 2012 due to the debenture conversions and repayment of higher cost Federal Home Loan Bank (“FHLB”) advances.

The net impact of the changes in yields on interest-earning assets and interest-bearing liabilities was to maintain the margin relatively flat. The net interest margin was 4.50% for 2014 compared to 4.51% for 2013 and 4.49% in 2012.

Net interest income increased by $1.2 million for 2014 compared to 2013 and declined by $0.7 million, compared to 2013.

Total interest income declined by $3.5 million, or 11.1%, in 2013 compared to 2012. The majority of the decline in interest income resulted from lower average earning assets and decreased yields in 2013 compared to 2012. Total interest expense decreased by $1.6 million in 2013 compared to 2012 primarily due to decreased average cost of interest-bearing deposits.

Provision for loan losses

The provision for loan losses in each period is reflected as a charge against earnings in that period. The provision for loan losses is equal to the amount required to maintain the allowance for loan losses at a level that is adequate to absorb probable losses inherent in the loan portfolio. The provision (benefit) for loan losses was $(5.1 million) in 2014 compared to ($1.9 million) in 2013 and $4.3 million in 2012. The provision benefit for 2014 resulted from $3.2 million from reduced historical loss factors, $0.8 million net recoveries, $0.7 million reduced credit qualitative factors and $0.6 million from improvements in impaired loans partially offset by $0.2 million provision due to loan growth and grade changes. The result of the improvements in credit quality, historical loss rates and net recoveries was the ratio of the allowance for loan losses to loans held for investment decreased from 2.98% at December 31, 2013 to 1.84% at December 31, 2014.

Index

The following schedule summarizes the provision, charge-offs (recoveries) by loan category for the year ended December 31, 2014, 2013 and 2012:

	For the Year Ended December 31,
	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		(543	)		(16	)		-			(171	)		-			(36	)		-			(766	)
Recoveries		143			857			149			393			24			4			-			1,570
Net charge-offs		(400	)		841			149			222			24			(32	)		-			804
Provision		(682	)		(1,934	)		(1,227	)		(1,107	)		(164	)		(21	)		-			(5,135	)
Ending balance	$	4,032		$	1,459		$	986		$	1,066		$	140		$	192		$	2		$	7,877

2013
Beginning balance	$	5,945		$	2,627		$	2,325		$	2,733		$	634		$	198		$	2		$	14,464
Charge-offs		(1,294	)		(349	)		(149	)		(547	)		(39	)		(179	)		(37	)		(2,594	)
Recoveries		257			1,243			212			559			3			8			-			2,282
Net charge-offs		(1,037	)		894			63			12			(36	)		(171	)		(37	)		(312	)
Provision		206			(969	)		(324	)		(794	)		(318	)		218			37			(1,944	)
Ending balance	$	5,114		$	2,552		$	2,064		$	1,951		$	280		$	245		$	2		$	12,208

2012
Beginning balance	$	4,629		$	3,528		$	2,734		$	3,877		$	349		$	150		$	3		$	15,270
Charge-offs		(3,652	)		(1,687	)		(656	)		(623	)		(76	)		(314	)		(8	)		(7,016	)
Recoveries		144			756			131			837			50			6			5			1,929
Net charge-offs		(3,508	)		(931	)		(525	)		214			(26	)		(308	)		(3	)		(5,087	)
Provision		4,824			30			116			(1,358	)		311			356			2			4,281
Ending balance	$	5,945		$	2,627		$	2,325		$	2,733		$	634		$	198		$	2		$	14,464

The percentage of net non-accrual loans to the total loan portfolio has decreased to 2.23% as of December 31, 2014 from 3.55% at December 31, 2013.

The allowance for loan losses compared to net non-accrual loans has decreased to 71.4% as of December 31, 2014 from 72.5% as of December 31, 2013. Total past due loans declined to $1.4 million as of December 31, 2014 from $2.6 million as of December 31, 2013. As of December 31, 2013, $0.4 million were guaranteed by the SBA.

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, investment securities gains and other.

Index

The following tables present a summary of non-interest income for the periods presented:

	Year Ended December 31,				Increase			Year Ended December 31,				Increase
	2014		2013		(Decrease)			2013		2012		(Decrease)
	(in thousands)
Other loan fees	$	904	$	1,033	$	(129	)	$	1,033	$	1,124	$	(91	)
Gains from loan sales, net		186		361		(175	)		361		1,660		(1,299	)
Document processing fees		394		463		(69	)		463		407		56
Loan servicing, net		127		198		(71	)		198		268		(70	)
Service charges		284		318		(34	)		318		410		(92	)
Gains from sales of available-for-sale securities		-		-		-			-		121		(121	)
Other		302		458		(156	)		458		291		167
Total non-interest income	$	2,197	$	2,831	$	(634	)	$	2,831	$	4,281	$	(1,450	)

Total non-interest income declined by $0.6 million, or 22.4%, for 2014 compared to 2013. The decline in 2014 of other loan fees, gains from loan sales, net and document processing fees is mostly due to decreased mortgage and manufactured housing loan originations. Loan servicing continued to decline as the related SBA loans had payments and prepayments during the year. The Company had no SBA loan sales in 2014 or 2013. Service charges declined slightly for 2014 compared to 2013, primarily from decreased fees received for insufficient fund checks. Other income declined in 2014 compared to 2013 due to decreased deficiency judgment gains and one-time income at the holding company in 2013 for a sale of an equity investment.

Non-interest income decreased by $1.5 million to $2.8 million for 2013 compared to $4.3 million in 2012 primarily due to gains of $1.4 million in 2012 resulting from the sale of SBA and USDA loans and investment securities. There were no such sales in 2013.

Non-Interest Expenses

The following tables present a summary of non-interest expenses for the periods presented:

	Year Ended December 31,					Increase			Year Ended December 31,				Increase
	2014			2013		(Decrease)			2013		2012		(Decrease)
	(in thousands)
Salaries and employee benefits	$	12,154		$	12,783	$	(629	)	$	12,783	$	11,514	$	1,269
Occupancy expense, net		1,852			1,814		38			1,814		1,829		(15	)
Professional services		1,551			1,219		332			1,219		1,484		(265	)
Loan servicing and collection		845			1,444		(599	)		1,444		1,492		(48	)
Advertising and marketing		608			512		96			512		367		145
Data processing		570			549		21			549		533		16
FDIC assessment		338			1,046		(708	)		1,046		1,342		(296	)
Depreciation		324			300		24			300		306		(6	)
Stock option expense		308			59		249			59		117		(58	)
Net (gain) loss on sales/write-downs of foreclosed real estate and repossessed assets		(435	)		388		(823	)		388		1,161		(773	)
Other		1,966			2,021		(55	)		2,021		2,101		(80	)
Total non-interest expenses	$	20,081		$	22,135	$	(2,054	)	$	22,135	$	22,246	$	(111	)

Total non-interest expenses for the year ended December 31, 2014 compared to 2013 decreased by $2.1 million, or 9.3% primarily due to decreased loan collection and related costs as a result of improved credit quality. Net (gain) loss on sales/write-downs of foreclosed real estate and repossessed assets improved by $0.8 million in 2014 compared to 2013 due to improved asset values. The FDIC insurance assessment was reduced by $0.7 million in 2014 compared to 2013 due to the improvement in the Company and release from regulatory agreements. Loan servicing and collection expenses declined by $0.6 million in 2014 compared to 2013 as the volume of loans in collection and foreclosure declined. Salaries and benefits were $0.6 million lower in 2014 compared to 2013 mostly due to severance and commissions paid in 2013 when the Roseville office was closed. Partially offsetting these declined expenses were increased costs associated with professional services of $0.3 million mostly from increased legal and consulting expenses. Stock option expense also increased by $0.2 million as more options were granted in 2014 than in 2013 and the Company’s stock price has improved. Advertising and marketing increased by $0.1 million in 2014 compared to 2013 as the Company shifted more resources to business development and customer focused events.

Index

Non-interest expenses decreased slightly to $22.1 million in 2013 compared to $22.2 million for 2012. Salaries and benefits increased by $1.3 million in 2013 compared to 2012 due to increased staffing in the loan production and credit administration as well as severance paid on the closure of the Roseville SBA production office in the second quarter 2013. In addition, advertising and marketing expense increased $0.1 million for the comparable periods mostly due to increased print media advertising. These increases were mostly offset by decreased losses on sales and write-downs of foreclosed assets of $0.8 million, decreased professional services of $0.3 million and FDIC insurance of $0.3 million mostly the result of the decline in problem assets.

Income Taxes

The income tax provision for 2014 was $4.9 million compared to a benefit of $2.8 million in 2013 and no income tax expense in 2012. The effective income tax rate was 41.2%, (45.5)% and 0%, respectively for 2014, 2013 and 2012.

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 bases including operating losses and tax credit carryforwards. Net deferred tax assets are reported in the consolidated balance sheet as a component of total assets.

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

There was no valuation allowance on deferred tax assets at December 31, 2014 and 2013. At December 31, 2013, the Company reversed $2.8 million of valuation allowance on its net deferred tax assets.

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.

Additional information regarding income taxes, including a reconciliation of the differences between the recorded income tax provision and the amount of tax computed by applying statutory federal and state income tax rates before income taxes, can be found in Note 7 “Income Taxes” to the consolidated financial statements of this annual report on Form 10-K beginning on page 80.

BALANCE SHEET ANALYSIS

Total assets increased $18.3 million to $557.3 million at December 31, 2014 compared to $539.0 million at December 31, 2013. The majority of the increase was in total loans of $20.9 million, or 4.4%, to $495.1 million. Investment securities increased by $2.5 million as the Company invested excess liquidity.

Total liabilities increased $18.9 million, or 4.0% to $490.3 million at December 31, 2014 from $471.4 million at December 31, 2013. Total deposits increased by $41 million to $477.1 million at December 31, 2014 from $436.1 million at December 31, 2013. The majority of this increase was due to deposit growth. Non-interest bearing demand deposits increased by $4.9 million to $57.4 million at December 31, 2014 from $52.5 million at December 31, 2013. Interest bearing demand deposits increased by $17.2 million to $275.6 million at December 31, 2014 compared to $258.4 million at December 31, 2013. Certificates of deposit increased by $19.7 million to $128.8 million at December 31, 2014 compared to $109.1 million at December 31, 2013. Partially offsetting these increases was a decrease in savings deposits of $0.9 million to $15.3 million at December 31, 2014 compared to $16.2 million at December 31, 2013. Other borrowings and convertible debentures decreased by $21.4 million in 2014 as the Company converted the debentures to equity and repaid the majority of the outstanding FHLB advances.

Total stockholders’ equity declined slightly to $67.0 million at December 31, 2014 from $67.6 million at December 31, 2013. This decrease was mostly from the redemption of $8.6 million of the preferred stock offset by net income for the year of $7.0 million. In addition, the Company reinstated a quarterly dividend to common stockholders in the third quarter of 2014.

Index

The following tables present the Company’s average balances as of the dates indicated:

	December 31,
	2014						2013						2012
	Amount			Percent			Amount			Percent			Amount		Percent
ASSETS:	(dollars in thousands)
Cash and due from banks	$	1,642			0.3	%	$	1,122			0.2	%	$	979		0.2	%
Interest-earning deposits in other institutions		26,273			4.7	%		34,786			6.5	%		30,330		5.2	%
Federal funds sold		23			0.0	%		24			0.0	%		907		0.2	%
Investment securities available-for-sale		21,118			3.8	%		14,339			2.7	%		16,541		2.9	%
Investment securities held-to-maturity		9,008			1.6	%		10,862			2.0	%		13,393		2.3	%
FRB and FHLB stock		3,116			0.6	%		4,012			0.8	%		5,159		0.9	%
Loans - held for sale, net		67,361			12.0	%		64,259			12.1	%		62,906		10.8	%
Loans - held for investment, net		422,237			75.0	%		380,348			71.6	%		422,159		72.7	%
Servicing rights		479			0.1	%		654			0.1	%		732		0.1	%
Other assets acquired through foreclosure, net		1,961			0.3	%		3,821			0.7	%		3,869		0.7	%
Premises and equipment, net		2,977			0.5	%		3,013			0.6	%		3,070		0.5	%
Other assets		6,279			1.1	%		14,098			2.7	%		20,919		3.6	%
TOTAL ASSETS	$	562,474			100.0	%	$	531,338			100.0	%	$	580,964		100.0	%

LIABILITIES:
Deposits:
Non-interest bearing demand	$	58,456			10.4	%	$	53,278			10.0	%	$	52,196		9.0	%
Interest-bearing demand		271,744			48.3	%		258,345			48.6	%		280,831		48.3	%
Savings		15,923			2.8	%		16,334			3.1	%		17,683		3.0	%
Time certificates of $100,000 or more		103,633			18.4	%		86,810			16.3	%		99,831		17.2	%
Other time certificates		19,721			3.5	%		15,685			3.0	%		28,774		5.0	%
Total deposits		469,477			83.5	%		430,452			81.0	%		479,315		82.5	%
Other borrowings		21,476			3.8	%		37,828			7.1	%		47,942		8.2	%
Other liabilities		3,921			0.7	%		3,755			0.7	%		2,652		0.5	%
Total liabilities		494,874			88.0	%		472,035			88.8	%		529,909		91.2	%
STOCKHOLDERS' EQUITY
Preferred stock		11,287			2.0	%		15,466			2.9	%		15,193		2.6	%
Common stock		41,590			7.4	%		37,159			7.0	%		33,440		5.8	%
Retained earnings		14,840			2.6	%		6,759			1.3	%		2,369		0.4	%
Accumulated other comprehensive (loss) income		(117	)		(0.0	)%		(81	)		0.0	%		53		0.0	%
Total stockholders' equity		67,600			12.0	%		59,303			11.2	%		51,055		8.8	%
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	562,474			100.0	%	$	531,338			100.0	%	$	580,964		100.0	%

Index

Loan Portfolio

The table below summarizes the distribution of the Company’s loans at the year-end:

	December 31,
	2014			2013			2012			2011			2010
	(in thousands)
Manufactured housing	$	169,662		$	172,055		$	177,391		$	189,331		$	194,682
Commercial real estate		159,432			142,678			126,677			168,812			173,906
Commercial		74,792			62,420			37,266			42,058			57,369
SBA		62,201			71,692			86,389			112,012			129,004
HELOC		13,481			15,418			17,852			20,719			20,273
Single family real estate		14,957			10,150			9,939			11,779			13,722
Consumer		178			184			232			312			379
Mortgage loans held for sale		785			-			8,223			3,179			4,865
Total loans		495,488			474,597			463,969			548,202			594,200
Less:
Allowance for loan losses		7,877			12,208			14,464			15,270			13,302
Deferred costs, net		118			45			(128	)		(109	)		(195	)
Discount on SBA loans		237			339			432			325			461
Total loans, net	$	487,256		$	462,005		$	449,201		$	532,716		$	580,632
Percentage to Total Loans:
Manufactured housing		34.2	%		36.3	%		38.2	%		34.5	%		32.8	%
Commercial real estate		32.2	%		30.1	%		27.3	%		30.8	%		29.3	%
Commercial		15.1	%		13.2	%		8.0	%		7.7	%		9.6	%
SBA		12.6	%		15.1	%		18.6	%		20.4	%		21.7	%
HELOC		2.7	%		3.2	%		3.8	%		3.8	%		3.4	%
Single family real estate		3.0	%		2.1	%		2.2	%		2.1	%		2.3	%
Consumer		0.0	%		0.0	%		0.1	%		0.1	%		0.1	%
Mortgage loans held for sale		0.2	%		0.0	%		1.8	%		0.6	%		0.8	%
		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Commercial Loans

Commercial loans consist of term loans and revolving business lines of credit. Under the terms of the revolving lines of credit, the Company grants a maximum loan amount, which remains available to the business during the loan term. The collateral for these loans typically are secured by Uniform Commercial Code (“UCC-1”) lien filings, real estate and personal guarantees. The Company does not extend material loans of this type in excess of two years.

Index

Commercial Real Estate

Commercial real estate and construction loans are primarily made for the purpose of purchasing, improving or constructing, commercial and industrial properties or single-family residences. This loan category also includes SBA 504 loans and land loans.

Commercial and industrial real estate loans are secured by nonresidential property. Office buildings or other commercial property primarily secure these types of loans. Loan to appraised value ratios on nonresidential real estate loans are generally restricted to 75% of appraised value of the underlying real property if occupied by the owner or owner’s business; otherwise, these loans are generally restricted to 70% of appraised value of the underlying real property.

The Company makes real estate construction loans on commercial properties and single family dwellings. These loans are collateralized by first and second trust deeds on real property. Construction loans are generally written with terms of six to eighteen months and usually do not exceed a loan to appraised value of 80%.

SBA 504 loans are made in conjunction with Certified Development Companies. These loans are granted to purchase or construct real estate or acquire machinery and equipment. The loan is structured with a conventional first trust deed provided by a private lender and a second trust deed which is funded through the sale of debentures. The predominant structure is terms of 10% down payment, 50% conventional first loan and 40% debenture. Construction loans of this type must provide additional collateral to reduce the loan-to-value to approximately 75%. Conventional and investor loans are sometimes funded by our secondary-market partners and the Bank receives a premium for these transactions.

SBA Loans

SBA loans consist of SBA 7(a) and Business and Industry loans (“B&I”). The SBA 7(a) loan proceeds are used for working capital, machinery and equipment purchases, land and building purposes, leasehold improvements and debt refinancing. At present, the SBA guarantees as much as 85% on loans up to $150,000 and 75% on loans more than $150,000. The SBA’s maximum exposure amount is $3,750,000. The Company may sell a portion of the loans, however, under the SBA 7(a) loan program; the Company is required to retain a minimum of 5% of the principal balance of each loan it sells into the secondary market.

B&I loans are guaranteed by the U.S. Department of Agriculture. The maximum guaranteed amount is 80%. B&I loans are similar to the SBA 7(a) loans but are made to businesses in designated rural areas. These loans can also be sold into the secondary market.

Agricultural Loans for real estate and operating lines

CWB is an approved Federal Agricultural Mortgage Corporation (“Farmer Mac”) lender under the Farmer Mac I and Farmer Mac II Programs. Under the Farmer Mac I program, loans are sourced by CWB, underwritten, funded and serviced by Farmer Mac. CWB receives an origination fee and an ongoing field servicing fee for maintaining the relationship with the borrower and performing certain loan compliance monitoring, and other duties as directed by the Central Servicer. The Farmer Mac II program was authorized by Congress in 1991 to establish a uniform national secondary market for originators and investors using the USDA guaranteed loan programs. Under this program, CWB will sell the guaranteed portions of USDA loans directly to Farmer Mac’s subsidiary, Farmer Mac II LLC, service the loans, and retain the unguaranteed portions of those loans in accordance with the terms of the existing USDA guaranteed loan programs. Eligible loans include FSA and Business and Industrial loans. To participate in the program, CWB was required to purchase 2,000 shares of Farmer Mac Class A Stock (“AGM”).

Single Family Real Estate Loans

The Company originates loans that consist of first and second mortgage loans secured by trust deeds on one-to-four family homes. These loans are made to borrowers for purposes such as purchasing a home, refinancing an existing home, interest rate reduction or home improvement. Generally, these loans are underwritten to specific investor guidelines and are committed for sale to that investor. Although the majority of these loans are sold servicing released into the secondary market, a small percentage are held as part of the Company’s portfolio.

Manufactured Housing Loans

CWB originates loans secured by manufactured homes located in approved mobile home parks in our primary lending area of Santa Barbara and Ventura Counties as well as in approved mobile home parks along the California coast from San Diego to San Francisco. The loans are serviced internally and are originated under one of two programs: fixed rate loans written for terms of 10 to 25 years; and adjustable rate loans written for a terms of 25 to 30 years with the initial interest rates fixed for the first 5 or 10 years and then adjusting annually subject to caps and floors.

HELOC

The Bank provides lines of credit collateralized by residential real estate, home equity lines of credit (“HELOC”), for consumer related purposes. Typically, HELOCs are collateralized by a second deed of trust. The combined loan-to-value, first trust deed and second trust deed, are not to exceed 75% on all new HELOCs.

Index

Other Installment Loans

Installment loans consist of automobile and general-purpose loans made to individuals.

The following table sets forth the amount of loans outstanding by type of loan as of December 31, 2014 that were contractually due in one year or less, more than one year and less than five years, and more than five years based on remaining scheduled repayments of principal. Lines of credit or other loans having no stated final maturity and no stated schedule of repayments are reported as due in one year or less. The tables also present an analysis of the rate structure for loans within the same maturity time periods. Actual cash flows from these loans may differ materially from contractual maturities due to prepayment, refinancing or other factors.

	Due in one year or less		Due after one year to five years		Due after five years		Total
	(in thousands)
Manufactured housing
Floating rate	$	2,551	$	11,753	$	90,099	$	104,403
Fixed rate		11,103		33,389		20,767		65,259
Commercial real estate
Floating rate		14,335		42,522		88,028		144,885
Fixed rate		717		5,120		8,710		14,547
Commercial
Floating rate		12,140		16,268		35,353		63,761
Fixed rate		2,759		6,941		1,331		11,031
SBA
Floating rate		5,180		17,825		39,196		62,201
Fixed rate		-		-		-		-
HELOC
Floating rate		2,227		1,866		9,388		13,481
Fixed rate		-		-		-		-
Single family real estate
Floating rate		449		1,998		9,544		11,991
Fixed rate		84		950		2,717		3,751
Consumer
Floating rate		18		-		-		18
Fixed rate		128		32		-		160
Total	$	51,691	$	138,664	$	305,133	$	495,488

At December 31, 2014, total loans consisted of 80.9 % with floating rates and 19.1% with fixed rates.

The following table presents total gross loans based on remaining scheduled contractual repayments of principal as of the periods indicated:

	December 31,
	2014						2013						2012						2011						2010
	(in thousands)
	Fixed Rate			Variable Rate			Fixed Rate			Variable Rate			Fixed Rate			Variable Rate			Fixed Rate			Variable Rate			Fixed Rate			Variable Rate
Less than one year	$	14,791		$	36,900		$	14,625		$	40,840		$	19,274		$	31,754		$	19,822		$	53,168		$	20,542		$	62,708
One to five years		46,432			92,232			59,842			78,197			73,550			100,061			85,870			126,661			85,103			121,569
Over five years		33,525			271,608			30,675			250,418			40,027			199,303			56,085			206,596			81,915			222,363
Total	$	94,748		$	400,740		$	105,142		$	369,455		$	132,851		$	331,118		$	161,777		$	386,425		$	187,560		$	406,640
Percentage of total		19.1	%		80.9	%		22.2	%		77.8	%		28.6	%		71.4	%		29.5	%		70.5	%		31.6	%		68.4	%

Index

Concentrations of Lending Activities

The Company’s lending activities are primarily driven by the customers served in the market areas where the Company has branch offices in the Central Coast of California. The Company monitors concentrations within 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 Company’s primary markets. The Company’s business is concentrated in these areas and the loan portfolio includes significant credit exposure to the manufactured housing and commercial real estate markets of these areas. As of December 31, 2014 and 2013, manufactured housing loans comprised 34.3% and 36.3%, respectively of total loans. The Company performs a monthly analysis of the manufactured housing loan portfolio which includes weighted average and stratification of various components of credit quality, including loan-to-value, borrower FICO score, loan maturity, debt-to-income ratio, loan amount, mobile home age, mobile home park and location. This concentration is somewhat mitigated by the fact that the portfolio consists of 1,702 individual borrowers as of December 31, 2014 in over 50 mobile home parks. The Bank analyzes these concentrations on a quarterly basis and reports the risk related to concentrations to the Board of Directors. Management believes the systems in place coupled with the diversity of the portfolios are adequate to mitigate concentration risk. As of December 31, 2014 and 2013, commercial real estate loans accounted for approximately 32.2% and 30.1% of total loans, respectively. Approximately 48.3% and 62.2% of these commercial real estate loans were owner occupied at December 31, 2014 and 2013, respectively. Substantially all of these loans are secured by first liens with an average loan to value ratios of 48.9% and 48.5% at December 31, 2014 and 2013, respectively. The Company was within established policy limits at December 31, 2014 and 2013.

Interest Reserves

Interest reserves are generally established at the time of the loan origination as an expense item in the budget for a construction and land development loan. The Company’s practice is to monitor the construction, sales and/or leasing progress to determine the feasibility of ongoing construction and development projects. If, at any time during the life of the loan, the project is determined not to be viable, the Company discontinues the use of the interest reserve and may take appropriate action to protect its collateral position via renegotiation and/or legal action as deemed appropriate. At December 31, 2014, the Company had five loans with an outstanding balance of $4.4 million with available interest reserves of $0.2 million.

Impaired loans

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

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

The overall credit quality of the loan portfolio has improved as reflected in the decline in past due loans of $1.2 million or 46.2%, from $2.6 million at December 31, 2013 to $1.4 million at December 31, 2014.

The recorded investment in loans that are considered impaired is as follows:

	Year Ended December 31,
	2014			2013			2012			2011			2010
	(in thousands)
Impaired loans without specific valuation allowances	$	3,703		$	4,980		$	17,484		$	31,678		$	13,285
Impaired loans with specific valuation allowances		13,136			15,140			12,163			8,226			1,703
Specific valuation allowance related to impaired loans		(854	)		(1,439	)		(1,794	)		(248	)		(362	)
Impaired loans, net	$	15,985		$	18,681		$	27,853		$	39,656		$	14,626

Average investment in impaired loans	$	17,741		$	24,435		$	42,555		$	34,852		$	15,591

Index

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

	Manufactured Housing		Commercial Real Estate		Commercial		SBA		HELOC		Single Family Real Estate		Consumer		Loans
Impaired Loans as of December 31, 2014:	(in thousands)
Recorded Investment:
Impaired loans with an allowance recorded	$	4,717	$	2,783	$	3,122	$	1,837	$	86	$	591	$	-	$	13,136
Impaired loans with no allowance recorded		2,734		831		44		4		-		90		-		3,703
Total loans individually evaluated for impairment		7,451		3,614		3,166		1,841		86		681		-		16,839
Related Allowance for Credit Losses
Impaired loans with an allowance recorded		399		77		241		104		1		32		-		854
Impaired loans with no allowance recorded		-		-		-		-		-		-		-		-
Total loans individually evaluated for impairment		399		77		241		104		1		32		-		854
Total impaired loans, net	$	7,052	$	3,537	$	2,925	$	1,737	$	85	$	649	$	-	$	15,985

	Manufactured Housing		Commercial Real Estate		Commercial		SBA		HELOC		Single Family 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 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
Total impaired loans, net	$	8,532	$	3,791	$	3,400	$	1,678	$	586	$	694	$	-	$	18,681

Total impaired loans decreased by $3.3 million, or 16.3% at December 31, 2014 compared to December 31, 2013. The majority of this decrease was in manufactured housing impaired loans which decreased by $1.7 million or 18.5% from the end of 2013. The number of impaired manufactured housing loans declined, with approximately122 impaired manufactured housing loans at December 31, 2014 compared to 149 at December 31, 2013. The Company believes the credit quality in the manufactured housing portfolio has stabilized. Impaired commercial loans decreased by $0.7 million at the end of 2014 compared to 2013 mostly the result of payments and one pay-off. Impaired HELOC loans declined by $0.5 million in 2014 compared to 2013 due to payments and one pay-off as well as one foreclosure which was subsequently sold at a gain. The net decrease in commercial real estate impaired loans resulted from $1.1 million of payments including one payoff and a foreclosure transfer offset by $0.8 million of newly impaired commercial real estate loans. The decline in single family real estate impaired loans at December 31, 2014 compared to 2013 was from borrower payments. The slight increase in impaired SBA loans is due to $0.3 million of new loans transferred to impaired loan status during 2014 offset by SBA loan payments and foreclosure transfers.

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

	Year Ended December 31,
	2014			2013			2012			2011			2010
	(in thousands)
Nonaccrual loans	$	17,883		$	23,263		$	29,643		$	42,343		$	34,950
SBA guaranteed portion of loans included above		(6,856	)		(6,426	)		(7,218	)		(13,673	)		(22,279	)
Total nonaccrual loans, net	$	11,027		$	16,837		$	22,425		$	28,670		$	12,671

TDR loans, gross	$	9,685		$	12,308		$	19,931		$	17,885		$	11,088
Loans 30 through 89 days past due with interest accruing	$	-		$	161		$	521		$	3,114		$	2,586
Allowance for loan losses to gross loans held for investment		1.84	%		2.98	%		3.66	%		3.24	%		2.60	%
Interest income recognized on impaired loans	$	825		$	876		$	1,406		$	1,643		$	381
Interest income that would have been recorded under the original terms of nonaccrual loans	$	1,276		$	1,754		$	2,692		$	2,920		$	2,344

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 usually 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.

Index

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

	At Decmber 31, 2014								At December 31, 2013
	Nonaccrual Balance		%			Percent of Total Loans			Nonaccrual Balance		%			Percent of Total Loans
	(dollars in thousands)
Manufactured housing	$	1,480		13.42	%		0.30	%	$	6,235		37.03	%		1.31	%
Commercial real estate		3,972		36.03	%		0.80	%		3,672		21.81	%		0.77	%
Commercial		3,167		28.72	%		0.64	%		3,837		22.79	%		0.81	%
SBA		1,713		15.53	%		0.35	%		1,803		10.71	%		0.38	%
HELOC		86		0.78	%		0.02	%		615		3.65	%		0.13	%
Single family real estate		609		5.52	%		0.12	%		675		4.01	%		0.14	%
Consumer		-		-			-			-		-			-
Total nonaccrual loans	$	11,027		100.00	%		2.23	%	$	16,837		100.00	%		3.55	%

Net nonaccrual loans decreased $5.8 million or 3.5%, from $16.8 million at December 31, 2013 to $11.0 million at December 31, 2014. The percentage of net nonaccrual loans to the total loan portfolio has decreased to 2.23% as of December 31, 2014 from 3.55% at December 31, 2013. During 2014 the Company returned approximately $5.2 million of manufactured housing loans to accrual status.

The Company 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 TDRs have declined $2.6 million or 21% to $9.7 million at December 31, 2014 from $12.3 million at December 31, 2013. At December 31, 2014, there were $5.0 million of manufactured housing TDR loans, $3.1 million of commercial loan TDRs, $0.8 million of commercial real estate TDRs, $0.3 million of SBA 504 1 ^st TDRs, $0.4 million residential real estate TDR loans, and $0.1 million SBA TDR loans compared to $5.8 million of manufactured housing TDR loans, $3.8 million of commercial TDR loans, $1.2 million commercial real estate TDR loans, $0.7 million SBA 504 1 ^st trust deed TDR loans, $0.5 million residential real estate TDR loans, $0.2 million HELOC TDR loans and $0.1 million SBA TDR loans at December 31, 2013.

Index

Allowance for Loan Losses

The following table summarizes the activity in our allowance for loan losses for the periods indicated.

	Year Ended December 31,
	2014			2013			2012			2011			2010
Allowance for loan losses:	(dollars in thousands)
Balance at beginning of period	$	12,208		$	14,464		$	15,270		$	13,302		$	13,733
Provisions charged to operating expenses:
Manufactured housing		(682	)		206			4,824			3,384			4,072
Commercial real estate		(1,934	)		(969	)		30			5,215			873
Commercial		(1,227	)		(324	)		116			2,718			(398	)
SBA		(1,107	)		(794	)		(1,358	)		2,755			3,184
HELOC		(164	)		(318	)		311			(197	)		873
Single family real estate		(21	)		218			356			786			172
Consumer		-			37			2			(70	)		(33	)
Total Provision		(5,135	)		(1,944	)		4,281			14,591			8,743
Recoveries of loans previously charged-off:
Manufactured housing		143			257			144			73			43
Commercial real estate		857			1,243			756			5			8
Commercial		149			212			131			75			99
SBA		393			559			837			299			360
HELOC		24			3			50			-			8
Single family real estate		4			8			6			17			6
Consumer		-			-			5			-			24
Total recoveries		1,570			2,282			1,929			469			548
Loans charged-off:
Manufactured housing		543			1,294			3,652			2,996			2,202
Commercial real estate		16			349			1,687			4,224			1,192
Commercial		-			149			656			2,153			1,055
SBA		171			547			623			2,930			4,628
HELOC		-			39			76			1			458
Single family real estate		36			179			314			788			186
Consumer		-			37			8			-			1
Total charged-off		766			2,594			7,016			13,092			9,722
Net charge-offs		(804	)		312			5,087			12,623			9,174
Balance at end of period	$	7,877		$	12,208		$	14,464		$	15,270		$	13,302

Net charge-offs to average loans outstanding		(0.16	)%		0.07	%		1.02	%		2.21	%		1.52	%
Allowance for loan losses to gross loans		1.59	%		2.57	%		3.12	%		2.83	%		2.24	%

Index

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:

	December 31,
	2014					2013					2012					2011					2010
	(dollars in thousands)
	Amount		% of Loans in Each Category to Gross Loans			Amount		% of Loans in Each Category to Gross Loans			Amount		% of Loans in Each Category to Gross Loans			Amount		% of Loans in Each Category to Gross Loans			Amount		% of Loans in Each Category to Gross Loans

Manufactured housing	$	4,032		51.2	%	$	5,114		41.9	%	$	5,945		38.2	%	$	4,629		34.5	%	$	4,168		32.8	%
Commercial real estate		1,459		18.5	%		2,552		20.9	%		2,627		27.3	%		3,528		30.8	%		2,532		29.3	%
Commercial		986		12.5	%		2,064		16.9	%		2,325		8.0	%		2,734		7.7	%		2,094		9.6	%
SBA		1,066		13.6	%		1,951		16.0	%		2,733		18.6	%		3,877		20.4	%		3,753		21.7	%
HELOC		140		1.8	%		280		2.3	%		634		3.8	%		349		3.8	%		547		3.4	%
Single family real estate		192		2.4	%		245		2.0	%		198		4.0	%		150		2.7	%		135		3.1	%
Consumer		2		0.0	%		2		0.0	%		2		0.1	%		3		0.1	%		73		0.1	%
Total	$	7,877		100.0	%	$	12,208		100.0	%	$	14,464		100.0	%	$	15,270		100.0	%	$	13,302		100.0	%

Total ALL decreased by $4.3 million from $12.2 million at December 31, 2013 to $7.9 million at December 31, 2014 mostly the result of improvement in historical loss factors. In addition, the Company had net recoveries of $0.8 million in 2014 compared to net charge-offs of $0.3 million in 2013.

Potential Problem Loans

The Company classifies loans consistent with federal banking regulations. These loan grades are described in further detail in “Item 8. Note 1, “Summary of Significant Accounting Policies” of this Form 10-K. The following table presents information regarding potential problem loans consisting of loans graded watch or worse, but still performing:

	December 31, 2014
	Number of Loans		Loan Balance (1)		Percent			Percent of Total Loans
	(dollars in thousands)

Manufactured housing		93	$	5,513		22.29	%		1.11	%
Commercial real estate		12		17,285		69.88	%		3.49	%
Commercial		9		484		1.96	%		0.10	%
SBA		26		632		2.56	%		0.13	%
HELOC		7		577		2.33	%		0.12	%
Single family real estate		4		243		0.98	%		0.05	%
Consumer		-		-		0.00	%		0.00	%
Total		151	$	24,734		100.00	%		5.00	%

(1)

Loan balance includes $4.4 million guaranteed by government agencies

Index

Investment Securities

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

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

The carrying value of investment securities for the years indicated was as follows:

	December 31,
	2014		2013		2012
	(in thousands)
U.S. government agency notes	$	7,862	$	7,478	$	1,988
U.S. government agency mortgage backed securities ("MBS")		8,447		9,752		12,207
U.S. government agency collateralized mortgage obligations ("CMO")		14,271		10,861		9,845
Equity securities: Farmer Mac class A stock		61		69		-
	$	30,641	$	28,160	$	24,040

The weighted average yields of investment securities by maturity period were as follows at December 31, 2014:

	December 31, 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	$	7,862		2.5	%	$	-		-		$	-		-		$	-		-		$	7,862		2.5	%
U.S. government agency CMO		-		-			7,826		1.0	%		2,801		0.6	%		3,644		1.1	%		14,271		1.1	%
Farmer Mac class A stock		-		-			-		-			-		-			-		-			61		-
Total	$	7,862		2.5	%	$	7,826		1.0	%	$	2,801		0.6	%	$	3,644		1.1	%	$	22,194		1.3	%

Securities held-to-maturity
U.S. government agency MBS	$	-		-		$	3,235		4.0	%	$	5,212		2.4	%	$	-		-		$	8,447		2.9	%
Total	$	-		-		$	3,235		4.0	%	$	5,212		2.4	%	$	-		-		$	8,447		2.9	%

Index

Expected maturities may differ from contractual maturities because borrowers or issuers have the right to call or prepay certain investment securities. Changes in interest rates may also impact prepayment or call options.

The Company does not own any subprime MBS in its investment portfolio. Gross unrealized losses at December 31, 2014 are primarily caused by interest rate fluctuations, credit spread widening and reduced liquidity in applicable markets. The Company has reviewed all securities on which there was an unrealized loss in accordance with its accounting policy for other than temporary impaired (“OTTI”) described in “Item 8. Note 2 in this Form 10-K, “Investment Securities” and determined no impairment was required. At December 31, 2014, the Company had the intent and the ability to retain its investments for a period of time sufficient to allow for any anticipated recovery in fair value.

Other Assets Acquired Through Foreclosure

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

	December 31,
	2014			2013			2012
	(in thousands)
Balance, beginning of period	$	3,811		$	1,889		$	6,701
Additions		1,879			6,084			7,329
Proceeds from dispositions and receivables from participants		(5,988	)		(3,774	)		(10,980	)
Losses on sales, net		435			(388	)		(1,161	)
Balance, end of period	$	137		$	3,811		$	1,889

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 December 31, 2014, the Company had no valuation allowance on foreclosed assets and a valuation allowance on foreclosed assets of $0.5 million at December 31, 2013. At December 31, 2014, the Company had a consumer mortgage loan with a balance of $0.1 million in process of foreclosure.

Index

Deposits

The average balances by deposit type for the years ended December 31, 2014, 2013 and 2012 are presented below:

	Year Ended December 31,
	2014					2013					2012
	Average Balance		Percent of Total			Average Balance		Percent of Total			Average Balance		Percent of Total
	(dollars in thousands)
Non-interest bearing demand deposits	$	58,456		12.5	%	$	53,278		12.4	%	$	52,196		10.9	%
Interest-bearing demand deposits		271,744		57.8	%		258,345		60.0	%		280,831		58.6	%
Savings		15,923		3.4	%		16,334		3.8	%		17,683		3.7	%
Time deposits of $100,000 or more		103,633		22.1	%		86,810		20.2	%		99,831		20.8	%
Other time deposits		19,721		4.2	%		15,685		3.6	%		28,774		6.0	%
Total deposits	$	469,477		100.0	%	$	430,452		100.0	%	$	479,315		100.0	%

Total deposits increased to $477.1 million at December 31, 2014 from $436.1 million at December 31, 2013, an increase of $41 million. This increase was primarily from certificates of deposit and interest-bearing demand deposits. Deposits have historically been the primary source of funding the Company’s asset growth. In addition the bank is a member of Certificate of Deposit Account Registry Service (“CDARS”). CDARS provides a mechanism for obtaining FDIC insurance for large deposits. At December 31, 2014 and 2013, the Company had $14.5 million and $1.7 million, respectively of CDARS deposits.

Time Certificates of Deposits

The following table presents TCD maturities:

	December 31,
		2014				2013
		TCDs Over $ 100,000		Other TCDs		TCDs Over $ 100,000		Other TCDs

Less than three months		$	15,792	$	3,364	$	9,614	$	1,524
Three to six months			10,404		2,338		7,742		923
Six to twelve months			21,973		807		11,725		2,785
Over twelve months			67,419		6,727		66,898		7,860
Total deposits		$	115,588	$	13,236	$	95,979	$	13,092

The Company’s deposits may fluctuate as a result of local and national economic conditions. Management does not believe that deposit levels are influenced by seasonal factors.

The Company utilizes money desk and brokered deposits in accordance with strategic and liquidity planning.

Index

Other Borrowings

The following table sets forth certain information regarding FHLB advances and Convertible Debentures.

	December 31,
	2014			2013			2012
FHLB Advances	(in thousands)
Maximum month-end balance	$	30,000		$	34,000		$	61,000
Balance at year end		10,000			30,000			34,000
Average balance		21,235			33,474			40,090
Convertible Debentures
Maximum month-end balance		1,442			7,852			7,852
Balance at year end		-			1,442			7,852
Average balance		241			4,354			7,852
Total borrowed funds	$	10,000		$	31,442		$	41,852
Weighted average interest rate at end of year		2.74	%		3.06	%		4.04	%
Weighted average interest rate during the year		2.85	%		3.74	%		3.79	%

FHLB and FRB Advances

The Company utilizes borrowed funds to support liquidity needs. The Company’s borrowing capacity at FHLB and FRB is determined based on collateral pledged, generally consisting of securities and loans. At December 31, 2014, no advances were outstanding from the FRB.

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 March 10, 2014, when the Company exercised its early redemption rights and called the outstanding debentures. For the year ended December 31, 2014, $1.4 million debentures were converted to 317,550 shares of common stock and $34,000 in cash. At December 31, 2013, $6.4 million of principal and $0.1 million of accrued interest had been converted to equity.

Preferred Stock

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 Company’s Series A Cumulative Perpetual Preferred stock from private investors.

On June 20, 2014, the Company completed the redemption of 50% of the Company’s 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 years ended December 31, 2014 and 2013, the Company recorded $0.9 million and $1.0 million, respectively of dividends and accretion of the discount on preferred stock.

The Company had paid all the quarterly dividends on such Series A Preferred Stock through February 15, 2012. While the Company declared and accrued for the subsequent seven quarters of dividends, the Company’s request to the FRB was denied until the fourth quarter 2013. The accrued but unpaid dividends of $1.4 million were paid on February 18, 2014. The deferral of the dividends on the Series A Preferred Stock was permitted under its terms and did not constitute an event of default.

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 Company’s 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.

Index

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).

The Company’s and CWB’s actual capital amounts and ratios as of December 31, 2014 and 2013 are presented in the table below:

	Total Capital		Tier 1 Capital		Risk- Weighted Assets		Adjusted Average Assets		Total Risk- Based Capital Ratio			Tier 1 Risk-Based Capital Ratio			Tier 1 Leverage Ratio
December 31, 2014	(dollars in thousands)
CWBC (Consolidated)	$	72,569	$	66,939	$	448,199	$	564,630		16.19	%		14.94	%		11.86	%

CWB	$	71,303	$	65,673	$	448,118	$	564,331		15.91	%		14.66	%		11.64	%

December 31, 2013
CWBC (Consolidated)	$	74,712	$	67,773	$	432,958	$	534,408		17.26	%		15.65	%		12.68	%

CWB	$	72,886	$	67,391	$	432,802	$	531,503		16.84	%		15.57	%		12.68	%

Well-capitalized ratios										10.00	%		6.00	%		5.00	%
Minimum capital ratios										8.00	%		4.00	%		4.00	%

The OCC Agreement specified that the Bank shall maintain certain minimum capital ratios, Tier 1 capital at least equal to 9.00% of adjusted total assets and total risk-based capital at least equal to 12.00% of risk weighted assets. CWB maintained the capital requirements to be deemed “well capitalized” and the capital requirements of the OCC Agreement at December 31, 2013, however, the Bank was deemed to be “adequately capitalized” as a result of the OCC Agreement. As of January 27, 2014, the OCC Agreement has been terminated and CWB is no longer subject to these capital requirements.

Contractual Obligations and Off-Balance Sheet Arrangements

The Company enters into contracts for services in the ordinary course of business that may require payment for services to be provided in the future and may contain penalty clauses for early termination of the contracts. To meet the financing needs of customers, the Company has financial instruments with off-balance sheet risk, including commitments to extend credit and standby letters of credit. The Company does not believe that these off-balance sheet arrangements have or are reasonably likely to have a material effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources. However, there can be no assurance that such arrangements will not have a future effect.

Index

The following table sets forth our significant contractual obligations as of December 31, 2014.

	Payments Due by Period
	Total		Less Than 1 Year		1 to 3 Years		3 to 5 Years		After 5 Years
	(dollars in thousands)
Time deposit maturities	$	128,824	$	54,678	$	32,483	$	41,563	$	100
FHLB advances		10,000		10,000		-		-		-
Purchase obligations		635		441		194		-		-
Operating lease obligations		1,806		821		985		-		-
Total deposits	$	141,265	$	65,940	$	33,662	$	41,563	$	100

Purchase obligations primarily related to contracts for software licensing and maintenance and outsourced service providers. Off-balance sheet commitments associated with outstanding letters of credit, commitments to extend credit, and overdraft lines as of December 31, 2014 are summarized below. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.

			Amount of Commitment By Period of Expiration
	Total Commitments		Less Than 1 Year		1 to 3 Years		3 to 5 Years		After 5 Years
	(dollars in thousands)
Commitments to extend credit	$	28,239	$	17,826	$	6,667	$	5	$	3,741
Standby letters of credit		59		59		-		-		-
Total deposits	$	28,298	$	17,885	$	6,667	$	5	$	3,741

Critical Accounting Policies

The Notes to Consolidated Financial Statements contain a discussion of our significant accounting policies, including information regarding recently issued accounting pronouncements, our adoption of such policies and the related impact of their adoption. We believe that certain of these policies, along with various estimates that we are required to make in recording our financial transactions, are important to have a complete understanding of our financial position. In addition, these estimates require us to make complex and subjective judgments, many of which include matters with a high degree of uncertainty. See “Item 8. Financial Statements and Supplementary Data - Note 1. Summary of Significant Accounting Policies for a discussion of these critical accounting policies and significant estimates.

Liquidity

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. In order 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 federal funds borrowing lines at correspondent banks totaling $30 million. In addition, loans and securities are pledged to the FHLB providing $106.2 million in available borrowing capacity as of December 31, 2014. Loans and securities pledged to the FRB discount window provided $88.0 million in borrowing capacity. As of December 31, 2014, there were no outstanding borrowings from the FRB.

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

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The Company through CWB has a blanket lien credit line with the FHLB. FHLB advances are collateralized in the aggregate by the Company’s eligible loans and securities. Total FHLB advances were $10.0 million and $30.0 million at December 31, 2014 and 2013, respectively, borrowed at fixed rates. At December 31, 2014, CWB had pledged to FHLB, securities of $30.6 million at carrying value and loans of $67.3 million. At December 31, 2013, the Company had pledged to FHLB, securities of $28.0 million at carrying value and loans of $27.3 million, and had $61.4 million available for additional borrowing.

The Company has established a credit line with the FRB. Advances are collateralized in the aggregate by eligible loans. There were no advances outstanding as of December 31, 2014 and unused borrowing capacity was $88.0 million.

The Company also maintains federal funds purchased lines with a total borrowing capacity of $30.0 million. There was no amount outstanding as of December 31, 2014 and 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 19%, at December 31, 2014 and December 31, 2013. The Company’s liquidity ratio fluctuates in conjunction with loan funding demands. The liquidity ratio consists of the sum of cash and due from banks, deposits in other financial institutions, available for sale investments, federal funds sold and loans held for sale, divided by total assets.

CWBC’s routine funding requirements primarily consisted of certain operating expenses, preferred and common stock dividends and interest payments on the convertible debentures. CWBC obtains funding to meet its obligations from dividends collected from CWB and has the capability to issue debt securities. Federal banking laws regulate the amount of dividends that may be paid by banking subsidiary without prior approval.

Interest Rate Risk

The Company is exposed to different types of interest rate risks. These risks include: lag, repricing, basis and prepayment risk.

Lag risk results from the inherent timing difference between the repricing of the Company’s adjustable rate assets and liabilities. For instance, certain loans tied to the prime rate index may only reprice on a quarterly basis. However, at a community bank such as CWB, when rates are rising, funding sources tend to reprice more slowly than the loans. Therefore, for CWB, the effect of this timing difference is generally favorable during a period of rising interest rates and unfavorable during a period of declining interest rates. This lag can produce some short-term volatility, particularly in times of numerous prime rate changes.

Repricing risk is caused by the mismatch in the maturities or repricing periods between interest-earning assets and interest-bearing liabilities. If CWB was perfectly matched, the net interest margin would expand during rising rate periods and contract during falling rate periods. This happens because loans tend to reprice more quickly than funding sources.

Basis risk is due to item pricing tied to different indices which tend to react differently, however, most of CWB’s variable products are priced off the prime rate.

Prepayment risk results from borrowers paying down or paying off their loans prior to maturity. Prepayments on fixed-rate products increase in falling interest rate environments and decrease in rising interest rate environments. A majority of CWB’s loans have adjustable rates and are reset based on changes in the prime rate resulting in little lag time on the reset. CWB generally has not experienced significant loan prepayments.

The Company’s ability to originate, purchase and sell loans is also significantly impacted by changes in interest rates. In addition, increases in interest rates may reduce the amount of loan and commitment fees received by CWB.

Management of Interest Rate Risk

To mitigate the impact of changes in market interest rates on the Company’s interest-earning assets and interest-bearing liabilities, the amounts and maturities are actively managed. Short-term, adjustable-rate assets are generally retained as they have similar repricing characteristics as funding sources. CWB sells mortgage products and can sell a portion of its SBA loan originations. While the Company has some interest rate exposure in excess of five years, it has internal policy limits designed to minimize risk should interest rates rise. The Company has not used derivative instruments to help manage risk, but will consider such instruments in the future if the perceived need should arise.

For further discussion regarding the impact to the Company of interest rate changes, see “Item 7A. Quantitative and Qualitative Disclosure about Market Risk.”

Litigation

See “Part 1. Item 3: Legal Proceedings” beginning on page 12 of this Form 10-K.

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SUPERVISION AND REGULATION

Introduction

Banking is a complex, highly regulated industry. The primary goals of the rules and regulations are to maintain a safe and sound banking system, protect depositors and the Federal Deposition Insurance Corporation’s 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 statues, regulations and the policies of various governmental regulatory authorities, including the Board of Governors of the Federal Reserve System (FRB), the Office of the Comptroller of the Currency (OCC), and Federal Deposit Insurance Corporation (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 polices that impact CWBC and CWB cannot necessarily be predicted, but they may have a material effect on the business and earnings of CWBC and CWB.

Securities Registration and Listing

CWBC’s common stock is registered with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, therefore, is subject to the information, proxy solicitation, insider trading, corporate governance, and other disclosure requirements and restrictions of the Exchange Act, as well as the Securities Act of 1933 (the “Securities Act”), both administered by the SEC. CWBC is required to file annual, quarterly and other current reports with the SEC. The SEC maintains an Internet site, http://www.sec.gov, at which all forms accessed electronically may be accessed. CWBC’s SEC filings are also available on its website at www.communitywest.com .

CWBC’s securities are listed on the NASDAQ Capital Market and trade under the symbol “CWBC.” As a company listed on the NASDAQ Capital Market, CWBC is subject to NASDAQ standards for listed companies. CWBC is also subject to certain provisions of the Sarbanes-Oxley Act of 2002 (the “SOX Act”), the Federal Deposit Insurance Corporation Improvement Act (“FDICIA”), provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and other federal and state laws and regulations which address, among other issues, require executive certification of financial presentations, corporate governance requirements for board audit and compensation committees and their members, and disclosure of controls and procedures and internal control over financial reporting, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. NASDAQ has also adopted corporate governance rules, which are intended to allow shareholders and investors to more easily and efficiently monitor the performance of companies and their directors.

Dodd-Frank Wall Street Reform and Consumer Protection Act

On July 21, 2010, the Dodd-Frank Act was signed into law. The Dodd-Frank Act is intended to effect a fundamental restructuring of federal banking regulation. Among other things, the Dodd-Frank Act creates a new Financial Stability Oversight Council to identify systemic risks in the financial system and gives federal regulators new authority to take control of and liquidate financial firms. The Dodd-Frank Act additionally creates a new independent federal regulator to administer federal consumer protection laws. The Dodd-Frank Act is expected to have a significant impact on our business operations as its provisions take effect. Among the provisions that may affect the Company are the following:

Holding Company Capital Requirements. The Dodd-Frank Act requires the FRB to apply consolidated capital requirements to depository institution holding companies that are no less stringent than those currently applied to depository institutions. Under these standards, trust preferred securities will be excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by a bank holding company with less than $15 billion in assets. The Dodd-Frank Act additionally requires capital requirements to be countercyclical so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness.

Deposit Insurance. The Dodd-Frank Act permanently increases the maximum deposit insurance amount for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2009, and extends unlimited deposit insurance to non-interest-bearing transaction accounts through December 31, 2012. The Dodd-Frank Act also broadens the base for FDIC insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution. The Dodd-Frank Act requires the FDIC to increase the reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits by 2020 and eliminates the requirement that the FDIC pay dividends to insured depository institutions when the reserve ratio exceeds certain thresholds. Effective July 21, 2011, the Dodd-Frank Act eliminated the federal statutory prohibition against the payment of interest on business checking accounts.

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Corporate Governance. The Dodd-Frank Act requires publicly traded companies to give stockholders a non-binding vote on executive compensation at their first annual meeting taking place six months after the date of enactment and at least every three years thereafter and on so-called “golden parachute” payments in connection with approvals of mergers and acquisitions unless previously voted on by shareholders. The new legislation also authorizes the SEC to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials. Additionally, the Dodd-Frank Act directs the federal banking regulators to promulgate rules prohibiting excessive compensation paid to executives of depository institutions and their holding companies with assets in excess of $1.0 billion, regardless of whether the company is publicly traded or not. The Dodd-Frank Act gives the SEC authority to prohibit broker discretionary voting on elections of directors and executive compensation matters.

Prohibition Against Charter Conversions of Troubled Institutions. The Dodd-Frank Act prohibits a depository institution from converting from a state to federal charter or vice versa while it is the subject of a cease and desist order or other formal enforcement action or a memorandum of understanding with respect to a significant supervisory matter unless the appropriate federal banking agency gives notice of the conversion to the federal or state authority that issued the enforcement action and that agency does not object within 30 days. The notice must include a plan to address the significant supervisory matter. The converting institution must also file a copy of the conversion application with its current federal regulator which must notify the resulting federal regulator of any ongoing supervisory or investigative proceedings that are likely to result in an enforcement action and provide access to all supervisory and investigative information relating hereto.

Interstate Branching. The Dodd-Frank Act authorizes national and state banks to establish branches in other states to the same extent as a bank chartered by that state would be permitted to branch. Previously, banks could only establish branches in other states if the host state expressly permitted out-of-state banks to establish branches in that state. Accordingly, banks will be able to enter new markets more freely.

Limits on Derivatives. The Dodd-Frank Act prohibits state-chartered banks from engaging in derivatives transactions unless the loans to one borrower limits of the state in which the bank is chartered takes into consideration credit exposure to derivatives transactions. For this purpose, derivative transaction includes any contract, agreement, swap, warrant, note or option that is based in whole or in part on the value of, any interest in, or any quantitative measure or the occurrence of any event relating to, one or more commodities securities, currencies, interest or other rates, indices or other assets.

Transactions with Affiliates and Insiders. The Dodd-Frank Act expands the definition of affiliate for purposes of quantitative and qualitative limitations of Section 23A of the Federal Reserve Act to include mutual funds advised by a depository institution or its affiliates. The Dodd-Frank Act will apply Section 23A and Section 22(h) of the Federal Reserve Act (governing transactions with insiders) to derivative transactions, repurchase agreements and securities lending and borrowing transaction that create credit exposure to an affiliate or an insider. Any such transactions with affiliates must be fully secured. The current exemption from Section 23A for transactions with financial subsidiaries will be eliminated. The Dodd-Frank Act also prohibits an insured depository institution from purchasing an asset from or selling an asset to an insider unless the transaction is on market terms and, if representing more than 10% of capital, is approved in advance by the disinterested directors.

Debit Card Interchange Fees. The Dodd-Frank Act requires that the amount of any interchange fee charged by a debit card issuer with respect to a debit card transaction must be reasonable and proportional to the cost incurred by the issuer. Within nine months of enactment, the FRB is required to establish standards for reasonable and proportional fees which may take into account the costs of preventing fraud. The restrictions on interchange fees, however, do not apply to banks that, together with their affiliates, have assets of less than $10 billion.

Consumer Financial Protection Bureau. The Dodd-Frank Act creates a new, independent federal agency called the Consumer Financial Protection Bureau (“ CFPB ”), which is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act and certain other statutes. The CFPB will have examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions will be subject to rules promulgated by the CFPB but will continue to be examined and supervised by federal banking regulators for consumer compliance purposes. The CFPB will have authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products. The Dodd-Frank Act authorizes the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower’s ability to repay. In addition, the Dodd-Frank Act will allow borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. The Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.

New Financial Institutions Capital Rules

In addition to the Dodd-Frank Act, the international oversight body of the Basel Committee on Banking Supervision, or Basel III, reached agreements in July, 2010 to introduce a minimum common equity tier 1 capital requirement of 4.50 percent, along with a capital conservation buffer of 2.50 percent to bring total common equity capital requirements to 7.00 percent. The federal banking agencies issued final rules in July 2013 to implement Basel III and certain other recent revisions to the Basel capital framework, as well as the minimum leverage and risk-based capital requirements of the Dodd Frank Act. Federal regulators periodically propose amendments to the risk-based capital guidelines and the related regulatory framework and consider changes to the capital standards that could significantly increase the amount of capital needed to meet applicable standards. The timing of adoption, ultimate form and effect of any such proposed amendments cannot be determined at this time.

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The following are among the new requirements that were phased in beginning January 1, 2015:

An increase in the minimum Tier 1 capital ratio from 4.00% to 6.00% of risk-weighted assets;

A new category and a required 4.50% of risk-weighted assets ratio is established for “common equity Tier 1” as a subset of Tier 1 capital limited to common equity;

A minimum non-risk-based leverage ratio is set at 4.00% eliminating a 3.00% exception for higher rated banks;

Changes in the permitted composition of Tier 1 capital to exclude trust preferred securities, mortgage servicing rights and certain deferred tax assets and include unrealized gains and losses on available for sale debt and equity securities;

A new additional capital conservation buffer of 2.5% of risk-weighted assets over each of the required capital ratios will be phased in beginning January 2016 at 0.625% of risk-weighted assets until fully implemented in January 2019. This conservation buffer level must be met to avoid limitations on the ability to pay dividends, repurchase shares or pay discretionary bonuses;

The risk weights of certain assets for purposes of calculating the risk-based capital ratios are changed for high volatility commercial real estate acquisition, development and construction loans, certain past due non-residential mortgage loans and certain mortgage-backed and other securities exposures; and

An additional “countercyclical capital buffer” is required for larger and more complex institutions.

Including the capital conservation buffer of 2.5% above, the new regulatory minimum capital ratios established under the new final capital rule would result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. CWBC and CWB do not expect the countercyclical capital buffer to be applicable to their respective institutions.

The final rules also revise the prompt corrective action framework, effective on January 1, 2015. Under the new prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions will be required to meet the following increased capital level requirements in order to qualify as “well capitalized:” (i) a new common equity Tier 1 capital ratio of 6.5%; (ii) a Tier 1 capital ratio of 8% (increased from 6%); (iii) a total capital ratio of 10% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 5% (increased from 4%).

Under the Dodd Frank Act, trust preferred securities will be excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by a bank holding company with less than $15 billion in assets.

While the new final capital rule sets higher regulatory capital standards for CWBC and CWB, bank regulators may also continue their past policies of expecting banks to maintain additional capital beyond the new minimum requirements. The implementation of the new capital rules or more stringent requirements to maintain higher levels of capital or to maintain higher levels of liquid assets could adversely impact their net income and return on equity, restrict the ability to pay dividends and require the raising of additional capital.

Final Volcker Rule

In December 2013, the federal bank regulatory agencies adopted final rules that implement a part of the Dodd-Frank Act commonly referred to as the “Volcker Rule.” Under these rules and subject to certain exceptions, banking entities, including CWBC and CWB, will be restricted from engaging in activities that are considered proprietary trading and from sponsoring or investing in certain entities, including hedge or private equity funds that are considered “covered funds.” These rules were originally scheduled to become effective on April 1, 2014; however, the FRB granted banking institutions two additional one-year extensions to conform their ownership interests in and sponsorship of these covered funds. Certain collateralized loan obligations (“CLO”) securities backed by trust preferred securities were initially defined as covered funds subject to the investment prohibitions of the final rule. Action taken by the FRB in January 2014 exempted many such securities to address the concern that many community banks holding such CLO securities may have been required to recognize losses on those securities.

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At December 31, 2014, neither CWBC nor CWB held any investment positions which were subject to the Volcker Rule. Therefore, while these new rules may require CWBC and CWB to conduct certain internal analyses and reporting, we believe that the rules will not require any material changes in their respective operations or business.

CWBC

General. As a bank holding company, CWBC is registered under the Bank Holding Company Act of 1956, as amended ("BHCA"), and is subject to regulation by the FRB. According to FRB Policy, CWBC is expected to act as a source of financial strength for CWB, to commit resources to support it in circumstances where CWBC might not otherwise do so. Under the BHCA, CWBC is subject to periodic examination by the FRB. CWBC is also required to file periodic reports of its operations and any additional information regarding its activities and those of its subsidiaries as may be required by the FRB.

Bank Holding Company Liquidity . CWBC is a legal entity, separate and distinct from CWB. CWBC has the ability to raise capital on its own behalf or borrow from external sources, CWBC may also obtain additional funds from dividends paid by, and fees charged for services provided to, CWB. However, regulatory constraints on CWB may restrict or totally preclude the payment of dividends by CWB to CWBC.

Transactions with Affiliates and Insiders . CWBC and any subsidiaries it may purchase or organize are deemed to be affiliates of CWB within the meaning of Sections 23A and 23B of the Federal Reserve Act, and the FRB’s Regulation W. Under Sections 23A and 23B and Regulation W, loans by CWB to affiliates, investments by them in affiliates’ stock, and taking affiliates’ stock as collateral for loans to any borrower is limited to 10% of CWB’s capital, in the case of any one affiliate, and is limited to 20% of CWB’s capital, in the case of all affiliates. In addition, transactions between CWB and other affiliates must be on terms and conditions that are consistent with safe and sound banking practices, in particular, a bank and its subsidiaries generally may not purchase from an affiliate a low-quality asset, as defined in the Federal Reserve Act. These restrictions also prevent a bank holding CWBC and its other affiliates from borrowing from a banking subsidiary of the bank holding CWBC unless the loans are secured by marketable collateral of designated amounts. CWBC and CWB are also subject to certain restrictions with respect to engaging in the underwriting, public sale and distribution of securities.

The Federal Reserve Act and FRB Regulation O place limitations and conditions on loans or extensions of credit to a bank or bank holding company’s executive officers, directors and principal shareholders; any company controlled by any such executive officer, director or shareholder; or any political or campaign committee controlled by such executive officer, director or principal shareholder. Additionally, such loans or extensions of credit must comply with loan-to-one-borrower limits; require prior full board approval when aggregate extensions of credit to the person exceed specified amounts; must be made on substantially the same and follow credit-underwriting procedures no less stringent than those prevailing at the time for comparable transactions with non-insiders; must not involve more than the normal risk of repayment or present other unfavorable features; and must not exceed the bank’s unimpaired capital and unimpaired surplus in the aggregate.

Limitations on Business and Investment Activities . Under the BHCA, a bank holding company must obtain the FRB’s approval before: (i) directly or indirectly acquiring more than 5% ownership or control of any voting shares of another bank or bank holding company; (ii) acquiring all or substantially all of the assets of another bank; (iii) or merging or consolidating with another bank holding company.

The FRB may allow a bank holding company to acquire banks located in any state of the United States without regard to whether the acquisition is prohibited by the law of the state in which the target bank is located. In approving interstate acquisitions, however, the FRB must give effect to applicable state laws limiting the aggregate amount of deposits that may be held by the acquiring bank holding company and its insured depository institutions in the state in which the target bank is located, provided that those limits do not discriminate against out-of-state depository institutions or their holding companies, and state laws which require that the target bank have been in existence for a minimum period of time, not to exceed five years, before being acquired by an out-of-state bank holding company.

In addition to owning or managing banks, bank holding companies may own subsidiaries engaged in certain businesses that the FRB has determined to be “so closely related to banking as to be a proper incident thereto.” CWBC, therefore, is permitted to engage in a variety of banking-related businesses. Some of the activities that the FRB has determined, pursuant to its Regulation Y, to be related to banking are:

making or acquiring loans or other extensions of credit for its own account or for the account of others;

servicing loans and other extensions of credit;

performing functions or activities that may be performed by a trust company in the manner authorized by federal or state law under certain circumstances;

leasing personal and real property or acting as agent, broker, or adviser in leasing such property in accordance with various restrictions imposed by FRB regulations;

acting as investment or financial advisor;

providing management consulting advise under certain circumstances;

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providing support services, including courier services and printing and selling MICR-encoded items;

acting as a principal, agent or broker for insurance under certain circumstances;

making equity and debt investments in corporations or projects designed primarily to promote community welfare or jobs for residents;

providing financial, banking or economic data processing and data transmission services;

owning, controlling or operating a savings association under certain circumstances;

selling money orders, travelers’ checks and U.S. Savings Bonds;

providing securities brokerage services, related securities credit activities pursuant to Regulation T and other incidental activities;

underwriting and dealing in obligations of the U.S., general obligations of states and their political subdivisions and other obligations authorized for state member banks under federal law.

Additionally, qualifying bank holding companies making an appropriate election to the FRB may engage in a full range of financial activities, including insurance, securities and merchant banking. CWBC has not elected to qualify for these financial services.

Federal law prohibits a bank holding company and any subsidiary banks from engaging in certain tie-in arrangements in connection with the extension of credit. Thus, for example, CWB may not extend credit, lease or sell property, or furnish any services, or fix or vary the consideration for any of the foregoing on the condition that:

the customer must obtain or provide some additional credit, property or services from or to CWB other than a loan, discount, deposit or trust services;

the customer must obtain or provide some additional credit, property or service from or to CWBC or any subsidiaries; or

the customer must not obtain some other credit, property or services from competitors, except reasonable requirements to assure soundness of credit extended.

Capital Adequacy . Bank holding companies must maintain minimum levels of capital under the FRB’s risk-based capital adequacy guidelines. If capital falls below minimum guideline levels, a bank holding company, among other things, may be denied approval to acquire or establish additional banks or non-bank businesses.

The FRB’s risk-based capital adequacy guidelines, discussed in more detail below in the section entitled “Supervision and Regulation – CWB – Regulatory Capital Guidelines,” assign various risk percentages to different categories of assets and capital is measured as a percentage of risk assets. Under the terms of the guidelines, bank holding companies are expected to meet capital adequacy guidelines based both on total risk assets and on total assets, without regard to risk weights.

The risk-based guidelines are minimum requirements. Higher capital levels will be required if warranted by the particular circumstances or risk profiles of individual organizations. For example, the FRB’s capital guidelines contemplate that additional capital may be required to take adequate account of, among other things, interest rate risk, or the risks posed by concentrations of credit, nontraditional activities or securities trading activities. Moreover, any banking organization experiencing or anticipating significant growth or expansion into new activities, particularly under the expanded powers under the Gramm-Leach-Bliley Act, would be expected to maintain capital ratios, including tangible capital positions, well above the minimum levels.

Limitations on Dividend Payments . California Corporations Code Section 500 allows CWBC to pay a dividend to its shareholders only to the extent that CWBC has retained earnings and, after the dividend, CWBC’s:

assets (exclusive of goodwill and other intangible assets) would be 1.25 times its liabilities (exclusive of deferred taxes, deferred income and other deferred credits); and

current assets would be at least equal to current liabilities.

Additionally, the FRB’s policy regarding dividends provides that a bank holding company should not pay cash dividends exceeding its net income or which can only be funded in ways that weaken the bank holding company’s financial health, such as by borrowing. The FRB also possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations.

The Sarbanes-Oxley Act of 2002 . The SOX Act became effective on July 30, 2002, and represents the most far reaching corporate and accounting reform legislation since the enactment of the Securities Act of 1933 and the Exchange Act of 1934. The SOX Act is intended to provide a permanent framework that improves the quality of independent audits and accounting services, improves the quality of financial reporting, strengthens the independence of accounting firms and increases the responsibility of management for corporate disclosures and financial statements. It is intended that by addressing these weaknesses, public companies will be able to avoid the problems encountered by several companies in 2001-2002.

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The SOX Act provisions are significant to all companies that have a class of securities registered under Section 12 of the Exchange Act, or are otherwise reporting to the SEC (or the appropriate federal banking agency) pursuant to Section 15(d) of the Exchange Act, including CWBC (collectively, “public companies”). In addition to SEC rulemaking to implement the SOX Act, NASDAQ has adopted corporate governance rules intended to allow shareholders to more easily and effectively monitor the performance of companies and directors. The principal provisions of the SOX Act, many of which have been interpreted through regulations released in 2003, provide for and include, among other things:

the creation of an independent accounting oversight board;

auditor independence provisions that restrict non-audit services that accountants may provide to their audit clients;

additional corporate governance and responsibility measures, including the requirement that the chief executive officer and chief financial officer of a public company certify financial statements;

the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by directors and senior officers in the twelve month period following initial publication of any financial statements that later require restatement;

an increase in the oversight of, and enhancement of certain requirements relating to, audit committees of public companies and how they interact with CWBC’s independent auditors;

requirements that audit committee members must be independent and are barred from accepting consulting, advisory or other compensatory fees from the issuer;

requirements that companies disclose whether at least one member of the audit committee is a “financial expert’ (as such term is defined by the SEC) and if not discussed, why the audit committee does not have a financial expert;

expanded disclosure requirements for corporate insiders, including accelerated reporting of stock transactions by insiders and a prohibition on insider trading during pension blackout periods;

a prohibition on personal loans to directors and officers, except certain loans made by insured financial institutions on non-preferential terms and in compliance with other bank regulatory requirements;

disclosure of a code of ethics and filing a Form 8-K for a change or waiver of such code;

a range of enhanced penalties for fraud and other violations; and

expanded disclosure and certification relating to an issuer’s disclosure controls and procedures and internal controls over financial reporting.

As a result of the SOX Act, and its regulations, CWBC has incurred substantial cost to interpret and ensure compliance with the law and its regulations including, without limitation, increased expenditures by CWBC in auditors’ fees, attorneys’ fees, outside advisors fees, and increased errors and omissions insurance premium costs. CWBC believes that the foregoing legislation will have minimal further effect on the business of CWBC although there will be increased external audit costs of compliance. Future changes in the laws, regulation, or policies that impact CWBC cannot necessarily be predicted and may have a material effect on the business and earnings of CWBC.

Stock Redemptions and Repurchases. The risk-based capital rule directs bank holding companies to consult with the FRB before redeeming any equity or other capital instrument included in Tier 1 or Tier 2 capital prior to stated maturity, if such redemption could have a material effect on the level or composition of the organization’s capital base. Bank holding companies experiencing financial weaknesses, or that are at significant risk of developing financial weaknesses, must consult with the appropriate FRB supervisory staff before redeeming or repurchasing common stock or other regulatory capital instruments for cash or other valuable consideration. Similarly, any bank holding company considering expansion, either through acquisitions or through new activities, also generally must consult with the appropriate FRB supervisory staff before redeeming or repurchasing common stock or other regulatory capital instruments for cash or other valuable consideration. In evaluating the appropriateness of a bank holding company’s proposed redemption or repurchase of capital instruments, the FRB will consider the potential losses that the holding company may suffer from the prospective need to increase reserves and write down assets from continued asset deterioration and the holding company’s ability to raise additional common stock and other Tier 1 capital to replace capital instruments that are redeemed or repurchased. A bank holding company must inform the FRB of a redemption or repurchase of common stock or perpetual preferred stock for cash or other value resulting in a net reduction of the bank holding company’s outstanding amount of common stock or perpetual preferred stock below the amount of such capital instrument outstanding at the beginning of the quarter in which the redemption or repurchase occurs. In addition, a bank holding company must advise the FRB sufficiently in advance of such redemptions and repurchases to provide reasonable opportunity for supervisory review and possible objection should the FRB determine a transaction raises safety and soundness concerns.

Regulation Y requires that a bank holding company that is not well capitalized or well managed, or that is subject to any unresolved supervisory issues, provide prior notice to the FRB for any repurchase or redemption of its equity securities for cash or other value that would reduce by 10% or more the holding company’s consolidated net worth aggregated over the preceding 12-month period.

Annual Reporting; Examinations . Bank holding companies, like CWBC, are required to file an annual report with the FRB, and such additional information as the FRB may require. The FRB may examine a bank holding company and any of its subsidiaries, and charge the company for the cost of such an examination.

CWB

General. CWB, as a national banking association which is a member of the Federal Reserve System, is subject to regulation, supervision and regular examination by the OCC and FDIC. CWB’s deposits are insured by the FDIC up to the maximum extent provided by law. The regulations of these agencies govern most aspects of CWB's business and establish a comprehensive framework governing its operations.

Index

Regulatory Capital Guidelines. The federal banking agencies have established minimum capital standards known as risk-based capital guidelines. These guidelines are intended to provide a measure of capital that reflects the degree of risk associated with a bank’s operations. The risk-based capital guidelines include both a definition of capital and a framework for calculating the amount of capital that must be maintained against a bank’s assets and off-balance sheet items. The amount of capital required to be maintained is based upon the credit risks associated with the various types of a bank’s assets and off-balance sheet items. A bank’s assets and off-balance sheet items are classified under several risk categories, with each category assigned a particular risk weighting from 0% to 100%.

The following table sets forth the regulatory capital for CWB and CWBC (on a consolidated basis) at December 31, 2014.

	Adequately Capitalized			Well Capitalized			CWB			CWBC (consolidated)

Total risk-based capital		8.00	%		10.00	%		15.91	%		16.19	%
Tier 1 risk-based capital ratio		4.00	%		6.00	%		14.66	%		14.94	%
Tier 1 leverage capital ratio		4.00	%		5.00	%		11.64	%		11.86	%

Prompt Corrective Action Authority . The federal banking agencies possess broad powers to take prompt corrective action to resolve the problems of insured banks. Each federal banking agency has issued regulations defining five capital categories: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” Under the regulations, a bank shall be deemed to be:

“well capitalized” if it has a total risk-based capital ratio of 10% or more, has a Tier 1 risk-based capital ratio of 6% or more, has a leverage capital ratio of 5% or more and is not subject to specified requirements to meet and maintain a specific capital level for any capital measure;

“adequately capitalized” if it has a total risk-based capital ratio of 8% or more, a Tier 1 risk-based capital ratio of 4% or more and a leverage capital ratio of 4% or more (3% under certain circumstances) and does not meet the definition of “well capitalized”;

“undercapitalized” if it has a total risk-based capital ratio that is less than 8%, a Tier 1 risk-based capital ratio that is less than 4%, or a leverage capital ratio that is less than 4% (3% under certain circumstances)

“significantly undercapitalized” if it has a total risk-based capital ratio that is less than 6%, a Tier 1 risk-based capital ratio that is less than 3% or a leverage capital ratio that is less than 3%; and

“critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2%

While these benchmarks have not changed, due to market turbulence, the regulators have strongly encouraged and, in many instances, required, banks and bank holding companies to achieve and maintain higher ratios as a matter of safety and soundness.

Banks are prohibited from paying dividends or management fees to controlling persons or entities if, after making the payment, the bank would be “undercapitalized,” that is, the bank fails to meet the required minimum level for any relevant capital measure. Asset growth and branching restrictions apply to “undercapitalized” banks. Banks classified as “undercapitalized” are required to submit acceptable capital plans guaranteed by its holding company, if any. Broad regulatory authority was granted with respect to “significantly undercapitalized” banks, including forced mergers, growth restrictions, ordering new elections for directors, forcing divestiture by its holding company, if any, requiring management changes and prohibiting the payment of bonuses to senior management. Even more severe restrictions are applicable to “critically undercapitalized” banks. Restrictions for these banks include the appointment of a receiver or conservator. All of the federal banking agencies have promulgated substantially similar regulations to implement this system of prompt corrective action.

A bank, based upon its capital levels, that is classified as “well capitalized,” “adequately capitalized” or “undercapitalized” may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for a hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment. Further, a bank that otherwise meets the capital levels to be categorized as “well capitalized,” will be deemed to be “adequately capitalized,” if the bank is subject to a written agreement requiring that the bank maintain specific capital levels. Despite the Bank meeting the capital levels to be deemed “well capitalized” under prompt corrective action regulations, the Bank is deemed to be “adequately capitalized” as a result of the OCC Agreement’s requirement to achieve and maintain specific capital levels. At each successive lower capital category, an insured bank is subject to more restrictions. The federal banking agencies, however, may not treat an institution as “critically undercapitalized” unless its capital ratios actually warrant such treatment.

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In addition to measures taken under the prompt corrective action provisions, insured banks may be subject to potential enforcement actions by the federal banking agencies for unsafe or unsound practices in conducting their businesses or for violations of any law, rule, regulation or any condition imposed in writing by the agency or any written agreement with the agency. Enforcement actions may include the imposition of a conservator or receiver, the issuance of a cease-and-desist order that can be judicially enforced, the termination of insurance of deposits (in the case of a depository institution), the imposition of civil money penalties, the issuance of directives to increase capital, the issuance of formal and informal agreements, the issuance of removal and prohibition orders against institution-affiliated parties. The enforcement of such actions through injunctions or restraining orders may be based upon a judicial determination that the agency would be harmed if such equitable relief was not granted.

The OCC, as the primary regulator for national banks, also has a broad range of enforcement measures, from cease and desist powers and the imposition of monetary penalties to the ability to take possession of a bank, including causing its liquidation.

Brokered Deposit Restrictions. Well-capitalized banks are not subject to limitations on brokered deposits, while an adequately capitalized bank is able to accept, renew or roll over brokered deposits only with a waiver from the FDIC and subject to certain restrictions on the yield paid on such deposits. Undercapitalized banks are generally not permitted to accept, renew, or roll over brokered deposits. As of December, 2014, both CWBC and CWB are deemed to be “well-capitalized” and, therefore, are eligible to accept brokered deposits.

FDIC Insurance and Insurance Assessments . The FDIC utilizes a risk-based assessment system to set quarterly insurance premium assessments which categorizes banks into four risk categories based on capital levels and supervisory “CAMELS” ratings and names them Risk Categories I, II, III and IV. The CAMELS rating system is based upon an evaluation of the six critical elements of an institution’s operations: Capital adequacy, Asset quality, Management, Earnings, Liquidity, and Sensitivity to risk. This rating system is designed to take into account and reflect all significant financial and operational factors financial institution examiners assess in their evaluation of an institution’s performance. The following table sets forth these four Risk Categories:

Capital Group	Supervisory Subgroup
Capital Group	A		C
1. Well Capitalized	I	B	III
2. Adequately Capitalized		II	III
3. Undercapitalized	III		IV

Within Risk Category I, the assessment system combines supervisory ratings with other risk measures to differentiate risk. For most institutions, the assessment system combines CAMELS component ratings with financial ratios to determine an institution’s assessment rate. The base assessment rates as of April 1, 2011 are as follows (expressed in terms of cents per $100 in insured deposits):

Initial Base Assessment Rates
Annual Rates (in basis points)	Risk Category
	I*
	Minimum	Maximum	II	III	IV	Large & Highly Complex Institutions
	5	9	14	23	35	5-35

Initial base rates that were not the minimum or maximum rates will vary between these rates.

After applying all possible adjustments, minimum and maximum total base assessment rates for each Risk Category are as follows:

Total Base Assessment Rates*
	Risk Category I	Risk Category II	Risk Category III	Risk Category IV	Large & Highly Complex Institutions
Initial base assessment rate	5 – 9	14	23	35	5 - 35
Unsecured debt adjustment**	-4.5 – 0	-5 – 0	-5 – 0	-5 – 0	-5 – 0
Brokered deposit adjustment	N/A	0 – 10	0 – 10	0 – 10	0 – 10
Total base assessment rate	2.5 – 9	9 – 24	18 – 33	30 – 45	2.5 – 45

Total base assessment rates do not include the depository institution debt adjustment.

The unsecured debt adjustment cannot exceed the lesser of 5 basis points or 50% of an insured depository institution’s initial base assessment rate.

Index

The Dodd-Frank Act requires the FDIC to take such steps as necessary to increase the reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits by 2020. In setting the assessments, the FDIC is required to offset the effect of the higher reserve ratio against insured depository institutions with total consolidated assets of less than $10 billion. The Dodd-Frank Act also broadens the base for FDIC insurance assessments so that assessments will be based on the average consolidated total assets less average tangible equity capital of a financial institution rather than on its insured deposits. The FDIC has adopted a new restoration plan to increase the reserve ratio to 1.35% by September 30, 2020 and will issue additional rules regarding the method to be used to achieve a 1.35% reserve ratio by that date and offset the effect on institutions with assets less than $10 billion in assets.

The FDIC may terminate its insurance of deposits if it finds that a bank has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

Depositor Preference. The Federal Deposit Insurance Act provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institutions, including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured non-deposit creditors, with respect to any extensions of credit they have made to such insured depository institution.

Audit Requirements. CWB is required to have an annual independent audit, alone or as a part of its bank holding company’s audit, and to prepare all financial statements in accordance with U.S. generally accepted accounting principles. As required by NASDAQ, CWBC has certified that its audit committee has adopted a formal written charter and meets the requisite number of directors, independence, and qualification standards. The combined Audit Committee meets NASDAQ and bank regulatory agency requirements. Under the SOX Act and FDICIA, management of CWBC is required to assess the effectiveness of the company’s internal control over financial reporting as of the end of CWBC’s fiscal year.

Anti-Money Laundering and OFAC Regulation

A major focus of governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The Bank Secrecy Act of 1970 (“BSA”) and subsequent laws and regulations requires CWB to take steps to prevent the use of it or its systems from facilitating the flow of illegal or illicit money and to file suspicious activity reports. Those requirements include ensuring effective Board and management oversight, establishing policies and procedures, developing effective monitoring and reporting capabilities, ensuring adequate training and establishing a comprehensive internal audit of BSA compliance activities. The USA Patriot Act of 2001 (“ Patriot Act ”) significantly expanded the anti-money laundering (“ AML ”) and financial transparency laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. Regulations promulgated under the Patriot Act impose various requirements on financial institutions, such as standards for verifying client identification at account opening and maintaining expanded records (including “Know Your Customer” and “Enhanced Due Diligence” practices) and other obligations to maintain appropriate policies, procedures and controls to aid the process of preventing, detecting, and reporting money laundering and terrorist financing.

CWB must provide AML training to employees, designate an AML compliance officer and annually audit the AML program to assess its effectiveness. The federal regulatory agencies continue to issue regulations and new guidance with respect to the application and requirements of BSA and AML. The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. Based on their administration by Treasury’s Office of Foreign Assets Control (“ OFAC ”), these are typically known as the “OFAC” rules. The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC.

Failure of CWB to maintain and implement adequate BSA, AML and OFAC programs, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution. CWB has augmented its systems and procedures to accomplish this. CWB believes that the ongoing cost of compliance with the BSA, AML and OFAC programs is not likely to be material to CWB

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Community Reinvestment Act. The Community Reinvestment Act (“CRA”) is intended to encourage insured depository institutions, while operating safely and soundly, to help meet the credit needs of their communities. The CRA specifically directs the federal bank regulatory agencies, in examining insured depository institutions, to assess their record of helping to meet the credit needs of their entire community, including low- and moderate-income neighborhoods, consistent with safe and sound banking practices. The CRA further requires the agencies to take a financial institution's record of meeting its community credit needs into account when evaluating applications for, among other things, domestic branches, consummating mergers or acquisitions or holding company formations.

The federal banking agencies have adopted regulations which measure a bank’s compliance with its CRA obligations on a performance-based evaluation system. This system bases CRA ratings on an institution’s actual lending service and investment performance rather than the extent to which the institution conducts needs assessments, documents community outreach or complies with other procedural requirements. The ratings range from “outstanding” to a low of “substantial noncompliance.”

CWB had a CRA rating of “Satisfactory” as of its most recent regulatory examination.

Environmental Regulation . Federal, state and local laws and regulations regarding the discharge of harmful materials into the environment may have an impact on CWB. Since CWB is not involved in any business that manufactures, uses or transports chemicals, waste, pollutants or toxins that might have a material adverse effect on the environment, CWB’s primary exposure to environmental laws is through its lending activities and through properties or businesses CWB may own, lease or acquire. Based on a general survey of CWB’s loan portfolio, conversations with local appraisers and the type of lending currently and historically done by CWB, Management is not aware of any potential liability for hazardous waste contamination that would be reasonably likely to have a material adverse effect on CWBC as of December 31, 2014.

Safeguarding of Customer Information and Privacy. The FRB and other bank regulatory agencies have adopted guidelines for safeguarding confidential, personal customer information. These guidelines require financial institutions to create, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, protect against any anticipated threats or hazard to the security or integrity of such information and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. CWB has adopted a customer information security program to comply with such requirements.

Financial institutions are also required to implement policies and procedures regarding the disclosure of nonpublic personal information about consumers to non-affiliated third parties. In general, financial institutions must provide explanations to consumers on policies and procedures regarding the disclosure of such nonpublic personal information, and, except as otherwise required by law, prohibits disclosing such information except as provided in CWB’s policies and procedures. CWB has implemented privacy policies addressing these restrictions which are distributed regularly to all existing and new customers of CWB.

Consumer Compliance and Fair Lending Laws. CWB is subject to a number of federal and state laws designed to protect borrowers and promote lending to various sectors of the economy and population. These laws include the Patriot Act, the BSA, the Foreign Account Tax Compliance Act (effective 2013), the CRA, the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act, the Equal Credit Opportunity Act, the Truth in Lending Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the National Flood Insurance Act, various state law counterparts, and the Consumer Financial Protection Act of 2010, which constitutes part of the Dodd-Frank Act. The enforcement of Fair Lending laws has been an increasing area of focus for regulators, including the FDIC and CFPB.

In addition, federal law and certain state laws (including California) currently contain client privacy protection provisions. These provisions limit the ability of banks and other financial institutions to disclose non-public information about consumers to affiliated companies and non-affiliated third parties. These rules require disclosure of privacy policies to clients and, in some circumstance, allow consumers to prevent disclosure of certain personal information to affiliates or non-affiliated third parties by means of “opt out” or “opt in” authorizations. Pursuant to the GLB Act and certain state laws (including California) companies are required to notify clients of security breaches resulting in unauthorized access to their personal information.

Federal Banking Agencies Compensation Guidelines. Guidelines adopted by the federal banking agencies prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder. In June 2010, the federal bank regulatory agencies jointly issued additional comprehensive guidance on incentive compensation policies (the “ Incentive Compensation Guidance ”) intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The Incentive Compensation Guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. Any deficiencies in compensation practices that are identified may be incorporated into the organization’s supervisory ratings, which can affect its ability to make acquisitions or perform other actions. The Incentive Compensation Guidance provides that enforcement actions may be taken against a banking organization if its incentive compensation arrangements or related risk-management control or governance processes pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.

Index

On February 7, 2011, the Board of Directors of the FDIC approved a joint proposed rulemaking to implement Section 956 of the Dodd-Frank Act for banks with $1 billion or more in assets. Section 956 prohibits incentive-based compensation arrangements which encourage inappropriate risk taking by covered financial institutions and are deemed to be excessive, or that may lead to material losses. The rule would move the U.S. closer to aspects of international compensation standards by 1) requiring deferral of a substantial portion of incentive compensation for executive officers of particularly large institutions described above; 2) prohibiting incentive-based compensation arrangements for covered persons that would encourage inappropriate risks by providing excessive compensation; 3) prohibiting incentive-based compensation arrangements for covered persons that would expose the institution to inappropriate risks by providing compensation that could lead to a material financial loss; 4) requiring policies and procedures for incentive-based compensation arrangements that are commensurate with the size and complexity of the institution; and 5) requiring annual reports on incentive compensation structures to the institution’s appropriate Federal regulator.

The scope, content and application of the U.S. banking regulators’ policies on incentive compensation continue to evolve in the aftermath of the economic downturn. CWB cannot determine at this time whether compliance with such policies will adversely affect their ability to hire, retain and motivate their respective key employees.

Other Aspects of Banking Law . CWB is also subject to federal statutory and regulatory provisions covering, among other things, security procedures, insider and affiliated party transactions, management interlocks, electronic funds transfers, funds availability , and truth-in-savings. There are also a variety of federal statutes which regulate acquisitions of control and the formation of bank holding companies.

ITEM 7A .

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company's primary market risk is interest rate risk (“IRR”). To minimize the volatility of net interest income at risk (“NII”) and the impact on economic value of equity (“EVE”), the Company manages its exposure to changes in interest rates through asset and liability management activities within guidelines established by the Board’s Asset Liability Committee (“ALCO”). ALCO has the responsibility for approving and ensuring compliance with asset/liability management policies, including IRR exposure.

To mitigate the impact of changes in interest rates on the Company’s interest-earning assets and interest-bearing liabilities, the Company actively manages the amounts and maturities. While the Company has some assets and liabilities in excess of five years, it has internal policy limits designed to minimize risk should interest rates rise. Currently, the Company does not use derivative instruments to help manage risk, but will consider such instruments in the future if the perceived need should arise.

The Company uses a simulation model, combined with downloaded detailed information from various application programs, and assumptions regarding interest rates, lending and deposit trends and other key factors to forecast/simulate the effects of both higher and lower interest rates. The results detailed below indicate the impact, in dollars and percentages, on NII and EVE of an increase in interest rates of 400 basis points compared to a flat interest rate scenario. The current rate environment precluded a decrease in rates for the analysis. The model assumes that the rate change shock occurs immediately. The following table presents the impact of that analysis in dollars and percentages at December 31, 2014.

	Sensitivity of Net Interest Income

	Interest Rate Scenario (change in basis point from Base)
	Down 100		Base		Up 100			Up 200			Up 300			Up 400
	(dollars in thousands)
Interest income	$	-	$	26,355	$	27,845		$	29,290		$	30,698		$	32,099
Interest expense		-		2,524		4,465			6,406			8,347			10,288
Net interest income	$	-	$	23,831	$	23,380		$	22,884		$	22,351		$	21,811
% change		-				-1.9	%		-4.0	%		-6.2	%		-8.5	%

Index

At December 31, 2013, the following table presents the impact of that analysis in dollars and percentages:

	Sensitivity of Net Interest Income

	Interest Rate Scenario (change in basis point from Base)
	Down 100		Base		Up 100			Up 200			Up 300			Up 400
	(dollars in thousands)
Interest income	$	-	$	26,715	$	28,379		$	30,001		$	31,647		$	33,328
Interest expense		-		3,326		4,806			6,287			7,769			9,250
Net interest income	$	-	$	23,389	$	23,573		$	23,714		$	23,878		$	24,078
% change		-				0.8	%		1.4	%		2.1	%		2.9	%

As of December 31, 2014 and 2013, the Fed Funds target rate was a range of 0.0% to 0.25% and the prime rate was 3.25%.

Economic Value of Equity. We measure the impact of market interest rate changes on the net present value of estimated cash flows from our assets, liabilities and off-balance sheet items, defined as economic value of equity, using a simulation model. This simulation model assesses the changes in the market value of interest rate sensitive financial instruments that would occur in response to an instantaneous and sustained increase or decrease (shock) in market interest rates.

At December 31, 2014, our economic value of equity exposure related to these hypothetical changes in market interest rates was within the current guidelines established by us. The following table shows projected change in economic value of equity for this set of rate shocks.

	Economic Value of Equity

	Interest Rate Scenario (change in basis point from Base)
	Down 100		Base		Up 100			Up 200			Up 300			Up 400
	(dollars in thousands)
Assets	$	-	$	566,144	$	551,183		$	537,691		$	527,367		$	518,602
Liabilities		-		484,877		475,514			467,080			459,410			452,380
Net present value	$	-	$	81,267	$	75,669		$	70,611		$	67,957		$	66,222
% change		-				-6.9	%		-13.1	%		-16.4	%		-18.5	%

At December 31, 2013, our economic value of equity exposure related to these hypothetical changes in market interest rates was within the current guidelines established by us. The following table shows projected change in economic value of equity for this set of rate shocks.

	Economic Value of Equity

	Interest Rate Scenario (change in basis point from Base)
	Down 100		Base		Up 100			Up 200			Up 300			Up 400
	(dollars in thousands)
Assets	$	-	$	542,250	$	526,837		$	512,400		$	502,120		$	492,827
Liabilities		-		446,330		437,348			428,918			420,985			413,500
Net present value	$	-	$	95,920	$	89,489		$	83,482		$	81,135		$	79,327
% change		-				-6.7	%		-13.0	%		-15.4	%		-17.3	%

For further discussion of interest rate risk, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity Management - Interest Rate Risk.”

ITEM 8 .

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements and supplementary data included in this Form 10-K begin on page 54 immediately following the index to consolidated financial statements page to this Form 10-K.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Community West Bancshares

We have audited the accompanying consolidated balance sheets of Community West Bancshares (the Company) as of December 31, 2014 and 2013, and the related consolidated income statements and statements of comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Community West Bancshares at December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles .

/s/Ernst & Young

Los Angeles, California

March 6, 2015

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	PAGE

Report of Independent Registered Public Accounting Firm	52

Consolidated Financial Statements	53

Consolidated Balance Sheets	54

Consolidated Income Statements	55

Consolidated Statements of Comprehensive Income (Loss)	56

Consolidated Statements of Stockholders’ Equity	57

Consolidated Statements of Cash Flows	58

Notes to Consolidated Financial Statements	59

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COMMUNITY WEST BANCSHARES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2014		2013

	(in thousands, except share amounts)
Assets:
Cash and due from banks	$	1,609	$	1,449
Federal funds sold		22		23
Interest-earning demand in other financial institutions		17,328		18,006
Cash and cash equivalents		18,959		19,478
Money market investments		99		99
Investment securities - available-for-sale, at fair value; amortized cost of $22,141 at December 31, 2014 and $18,937 at December 31, 2013		22,194		18,472
Investment securities - held-to-maturity, at amortized cost; fair value of $8,894 at December 31, 2014 and $10,101 at December 31, 2013		8,447		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		66,759		64,399
Held for investment, net of allowance for loan losses of $7,877 at December 31, 2014 and $12,208 at December 31, 2013		420,497		397,606
Total loans		487,256		462,005
Other assets acquired through foreclosure, net		137		3,811
Premises and equipment, net		3,053		2,983
Other assets		14,084		19,221
Total assets	$	557,318	$	539,000
Liabilities:
Deposits:
Non-interest-bearing demand	$	57,364	$	52,461
Interest-bearing demand		275,631		258,445
Savings		15,265		16,158
Certificates of deposit		128,824		109,071
Total deposits		477,084		436,135
Other borrowings		10,000		30,000
Convertible debentures		—		1,442
Other liabilities		3,227		3,867
Total liabilities		490,311		471,444

Stockholders’ equity:
Preferred stock — no par value, 10,000,000 shares authorized; 7,014 shares issued and outstanding at December 31, 2014 and 15,600 at December 31, 2013		7,014		15,600
Common stock — no par value, 20,000,000 shares authorized; 8,203,033 shares issued and outstanding at December 31, 2014 and 7,866,783 at December 31, 2013		41,957		40,165
Retained earnings		18,005		12,065
Accumulated other comprehensive income (loss)		31		(274	)
Total stockholders’ equity		67,007		67,556
Total liabilities and stockholders’ equity	$	557,318	$	539,000

See the accompanying notes.

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COMMUNITY WEST BANCSHARES

CONSOLIDATED INCOME STATEMENTS

	Year Ended December 31,
	2014			2013			2012
Interest income:	(in thousands, except per share amounts)
Loans, including fees	$	27,166		$	27,071		$	30,490
Investment securities and other		838			795			878
Total interest income		28,004			27,866			31,368
Interest expense:
Deposits		2,663			2,916			4,130
Other borrowings and convertible debt		612			1,416			1,819
Total interest expense		3,275			4,332			5,949
Net interest income		24,729			23,534			25,419
(Benefit) provision for loan losses		(5,135	)		(1,944	)		4,281
Net interest income after provision for loan losses		29,864			25,478			21,138
Non-interest income:
Other loan fees		904			1,033			1,124
Gains from loan sales, net		186			361			1,660
Document processing fees		394			463			407
Service charges		284			318			410
Gains from sale of securities		—			—			121
Other		429			656			559
Total non-interest income		2,197			2,831			4,281
Non-interest expenses:
Salaries and employee benefits		12,154			12,783			11,514
Occupancy, net		1,852			1,814			1,829
Professional services		1,551			1,219			1,484
Loan servicing and collection		845			1,444			1,492
Advertising and marketing		608			512			367
Data processing		570			549			533
Stock option		308			59			117
FDIC assessment		338			1,046			1,342
Depreciation		324			300			306
Net (gain) loss on sales/write-downs of foreclosed real estate and repossessed assets		(435	)		388			1,161
Other		1,966			2,021			2,101
Total non-interest expenses		20,081			22,135			22,246
Income before provision for income taxes		11,980			6,174			3,173
Income taxes		4,934			(2,812	)		—
Net income		7,046			8,986			3,173
Dividends and accretion on preferred stock		937			1,039			1,046
Discount on partial redemption of preferred stock		(159	)		—			—
Net income available to common stockholders	$	6,268		$	7,947		$	2,127
Earnings per share:
Basic	$	0.77		$	1.13		$	0.36
Diluted	$	0.75		$	0.98		$	0.31
Weighted average number of common shares outstanding:
Basic		8,141			7,017			5,990
Diluted		8,505			8,390			8,233
Dividends declared per common share	$	0.04		$	—		$	—

See the accompanying notes.

Index

COMMUNITY WEST BANCSHARES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Year Ended December 31,
	2014		2013			2012
	(in thousands)
Net income	$	7,046	$	8,986		$	3,173
Other comprehensive income (loss), net:
Unrealized income (loss) on securities available-for-sale (AFS), net (tax effect of ($212), $216, $4 for each respective period presented)		305		(309	)		(5	)
Realized gain on sale of AFS securities included in income, net (tax effect of $0, $0, $22 for each respective period presented)		—		—			(99	)
Net other comprehensive income (loss)		305		(309	)		(104	)
Comprehensive income	$	7,351	$	8,677		$	3,069

See the accompanying notes.

Index

COMMUNITY WEST BANCSHARES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

	Preferred Stock						Common Stock				Accumulated Other						Total
	Shares			Amount			Shares		Amount		Comprehensive Income (Loss)			Retained Earnings			Stockholders' Equity
	(in thousands)
Balance, December 31, 2011		16		$	15,074			5,990	$	33,422	$	139		$	1,991		$	50,626
Net income		—			—			—		—		—			3,173			3,173
Exercise of stock options		—			—			5		16		—			—			16
Stock option expense		—			—			—		117		—			—			117
Dividends on preferred stock		—			—			—		—		—			(779	)		(779	)
Accretion on preferred stock		—			267			—		—		—			(267	)		—
Other comprehensive loss, net		—			—			—		—		(104	)		—			(104	)
Balance, December 31, 2012:		16			15,341			5,995		33,555		35			4,118			53,049
Net income		—			—			—		—		—			8,986			8,986
Exercise of stock options		—			—			7		24		—			—			24
Conversion of debentures		—			—			1,865		6,527								6,527
Stock option expense		—			—			—		59		—			—			59
Dividends on preferred stock		—			—			—		—		—			(780	)		(780	)
Accretion on preferred stock		—			259			—		—		—			(259	)		—
Other comprehensive loss, net		—			—			—		—		(309	)		—			(309	)
Balance, December 31, 2013:		16			15,600			7,867		40,165		(274	)		12,065			67,556
Net income		—			—			—		—		—			7,046			7,046
Exercise of stock options		—			—			18		54		—			—			54
Conversion of debentures		—			—			318		1,430		—			—			1,430
Stock option expense		—			—			—		308		—			—			308
Preferred stock redemption and discount		(9	)		(8,586	)		—		—		—			159			(8,427	)
Dividends on preferred stock		—			—			—		—		—			(937	)		(937	)
Dividends on common stock		—			—			—		—		—			(328	)		(328	)
Other comprehensive income, net		—			—			—		—		305			—			305
Balance, December 31, 2014		7		$	7,014			8,203	$	41,957	$	31		$	18,005		$	67,007

See the accompanying notes.

Index

COMMUNITY WEST BANCSHARES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2014			2013			2012
	(in thousands)
Cash flows from operating activities:
Net income	$	7,046		$	8,986		$	3,173
Adjustments to reconcile net income to cash provided by operating activities:
Provision for loan losses		(5,135	)		(1,944	)		4,281
Depreciation		324			300			306
Stock-based compensation		308			59			117
Deferred income taxes		1,222			1,123			(98	)
Net accretion of discounts and premiums for investment securities		51			(8	)		(17	)
(Gains)/Losses on:
Sales of investment securities, AFS		—			—			(121	)
Sale of repossessed assets, net		(435	)		388			1,161
Sale of loans, net		(186	)		(361	)		(1,660	)
Loans originated for sale and principal collections, net		(2,174	)		4,656			(4,752	)
Changes in:
Other assets		4,407			(2,588	)		8,117
Other liabilities		814			224			(316	)
Servicing rights, net		197			163			(106	)
Net cash provided by operating activities		6,439			10,998			10,085
Cash flows from investing activities:
Proceeds from sale of available-for-sale securities		—			—			4,137
Principal pay downs and maturities of available-for-sale securities		3,927			4,890			9,439
Purchase of available-for-sale securities		(7,132	)		(11,854	)		(1,998	)
Proceeds from principal pay downs and maturities of securities held-to-maturity		1,190			2,327			3,264
Loan originations and principal collections, net		(19,740	)		(27,454	)		78,317
Liquidation of restricted stock, net		154			1,413			901
Net increase (decrease) in interest-bearing deposits in other financial institutions		—			3,554			(3,413	)
Proceeds from held for investment loan sales		—			6,215			—
Purchase of premises and equipment, net		(394	)		(215	)		(284	)
Proceeds from sale of other real estate owned and repossessed assets, net		5,213			3,774			8,985
Net cash (used in) provided by investing activities		(16,782	)		(17,350	)		99,348
Cash flows from financing activities:
Net increase (decrease) in deposits		40,949			1,915			(77,042	)
Net decrease in borrowings		(20,034	)		(4,000	)		(27,000	)
Exercise of stock options		54			24			16
Cash dividends paid on common stock		(328	)		—			—
Redemption of preferred stock		(8,427	)		—			—
Cash dividends paid on preferred stock		(2,390	)		—			(195	)
Net cash provided by (used in) financing activities		9,824			(2,061	)		(104,221	)
Net (decrease) increase in cash and cash equivalents		(519	)		(8,413	)		5,212
Cash and cash equivalents at beginning of year		19,478			27,891			22,679
Cash and cash equivalents at end of period	$	18,959		$	19,478		$	27,891
Supplemental disclosure:
Cash paid during the period for:
Interest	$	3,323		$	4,567		$	6,103
Income taxes		3,101			1,181			910
Non-cash investing and financing activity:
Transfers to other assets acquired through foreclosure, net		1,984			6,084			7,329
Preferred stock dividends declared, not paid		—			780			584
Conversion of debentures		1,408			6,410			—

See the accompanying notes.

Index

COMMUNITY WEST BANCSHARES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

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.

Reclassifications

Certain amounts in the consolidated financial statements as of and for the years ended December 31, 2013 and 2012 have been reclassified to conform to the current presentation. The reclassifications have no effect on net income or stockholders’ equity as previously reported.

Business Segments

Reportable business segments are determined using the “management approach” and are intended to present reportable segments consistent with how the chief operating decision maker organizes segments within the company for making operating decisions and assessing performance. As of December 31, 2014 and 2013, the Company had only one reportable business segment.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks (including cash items in process of clearing), and federal funds sold. Cash flows from loans originated by the Company and deposits are reported net.

The Company maintains amounts due from banks, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Cash Reserve Requirement

Depository institutions are required by law to maintain reserves against their transaction deposits. The reserves must be held in cash or with the Federal Reserve Bank (“FRB”). The amount of the reserve varies by bank as the bank is permitted to meet this requirement by maintaining the specified amount as an average balance over a two-week period. The total of reserve balances was approximately $0.7 million as of December 31, 2014 and 2013.

Investment Securities

Investment securities may be classified as held-to-maturity (“HTM”), available-for-sale (“AFS”) or trading. The appropriate classification is initially decided at the time of purchase. Securities classified as held-to-maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs or general economic conditions. These securities are carried at amortized cost. The sale of a security within three months of its maturity date or after the majority of the principal outstanding has been collected is considered a maturity for purposes of classification and disclosure.

Securities classified as AFS or trading are reported as an asset on the Consolidated Balance Sheets at their estimated fair value. As the fair value of AFS securities changes, the changes are reported net of income tax as an element of other comprehensive income (“OCI”), except for impaired securities. When AFS securities are sold, the unrealized gain or loss is reclassified from OCI to non-interest income. The changes in the fair values of trading securities are reported in non-interest income. Securities classified as AFS are debt securities the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as AFS would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, decline in credit quality, and regulatory capital considerations. The Company does not currently have any investment securities classified as trading.

Index

Interest income is recognized based on the coupon rate and increased by accretion of discounts earned or decreased by the amortization of premiums paid over the contractual life of the security using the interest method. For mortgage-backed securities, estimates of prepayments are considered in the constant yield calculations.

In estimating whether there are any other than temporary impairment losses, management considers 1) the length of time and the extent to which the fair value has been less than amortized cost, 2) the financial condition and near term prospects of the issuer, 3) the impact of changes in market interest rates, and 4) the intent and ability of the Company to retain its investment for a period of time sufficient to allow for any anticipated recovery in fair value and it is not more likely than not the Company would be required to sell the security.

Declines in the fair value of individual debt securities available for sale that are deemed to be other than temporary are reflected in earnings when identified. The fair value of the debt security then becomes the new cost basis. For individual debt securities where the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the other than temporary decline in fair value of the debt security related to 1) credit loss is recognized in earnings, and 2) market or other factors is recognized in other comprehensive income or loss. Credit loss is recorded if the present value of cash flows is less than amortized cost.

For individual debt securities where the Company intends to sell the security or more likely than not will not recover all of its amortized cost, the other than temporary impairment is recognized in earnings equal to the entire difference between the securities cost basis and its fair value at the balance sheet date. For individual debt securities for which a credit loss has been recognized in earnings, interest accruals and amortization and accretion of premiums and discounts are suspended when the credit loss is recognized. Interest received after accruals have been suspended is recognized on a cash basis.

Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) Stock

The Company’s subsidiary bank is a member of the Federal Home Loan Bank (“FHLB”) system and maintains an investment in capital stock of the FHLB. The bank also maintains an investment in FRB stock. These investments are considered equity securities with no actively traded market. These investments are carried at cost, which is equal to the value at which they may be redeemed. The dividend income received from the stock is reported in interest income. We conduct a periodic review and evaluation of our FHLB stock to determine if any impairment exists.

Servicing Assets

The guaranteed portion of certain Small Business Administration (“SBA”) loans can be sold into the secondary market. Servicing assets are recognized as separate assets when loans are sold with servicing retained. Servicing assets are amortized in proportion to, and over the period of, estimated future net servicing income. The Company uses industry prepayment statistics and its own prepayment experience in estimating the expected life of the loans. Management evaluates its servicing assets for impairment quarterly. Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to amortized cost. Fair value is determined using discounted future cash flows calculated on a loan-by-loan basis and aggregated by predominate risk characteristics. The initial servicing asset and resulting gain on sale are calculated based on the difference between the best actual par and premium bids on an individual loan basis.

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 market provision. Loans held for sale are mostly comprised of SBA and single family residential loans. The Company did not incur any lower of cost or fair value provision in the years ended December 31, 2014, 2013 and 2012.

Loans Held for Investment and Interest and Fees from Loans

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

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

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

Index

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 loan’s observable market price.

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

Allowance for Loan Losses and Provision for 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 management’s judgment. The migration analysis and historical loss rate calculations are based on the annualized loss rates utilizing a twelve-quarter loss history. Migration analysis is utilized for the Commercial Real Estate (“CRE”), Commercial, Commercial Agriculture, Small Business Administration (“SBA”), Home Equity Line of Credit (“HELOC”), Single Family Residential, and Consumer portfolios. The historical loss rate method is utilized primarily for the Manufactured Housing portfolio. The migration analysis takes into account the risk rating of loans that are charged off in each loan category. Loans that are considered Doubtful are typically charged off. The following is a description of the characteristics of loan ratings. Loan ratings are reviewed as part of our normal loan monitoring process, but, at a minimum, updated on an annual basis.

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

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

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

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

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

Index

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

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

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

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

Commercial, CRE and SBA Loans

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

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

Consumer loans and residential mortgages secured by one-to-four family residential properties, HELOC and manufactured housing loans in which principal or interest is due and unpaid for 90 days, are evaluated for impairment. Loan balances are charged-off to the fair value of the property, less estimated selling costs, if, based on a current appraisal, an apparent deficiency exists. In the event there is no perceived equity, the loan is generally fully charged-off. 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 Company’s actual experience or actual costs incurred as appropriate. When evaluating real estate collateral, the Company typically uses appraisals or valuations, no more than twelve months old at time of evaluation. When evaluating non-real estate collateral securing the loan, the Company will use audited financial statements or appraisals no more than twelve months old at time of evaluation. Additionally, for both real estate and non-real estate collateral, the Company may use other sources to determine value as deemed appropriate.

The loan’s observable market price.

Index

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 Company’s product-specific credit policy and lending staff experience. These estimates depend on the outcome of future events and, therefore, contain inherent uncertainties.

Another component of the ALL considers qualitative factors related to non-impaired loans. The qualitative portion of the allowance on each of the loan pools is based on 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 customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. The commitments are collateralized by the same types of assets used as loan collateral.

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

Premises and Equipment

Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the terms of the leases or the estimated useful lives of the improvements, whichever is shorter. Generally, the estimated useful lives of other items of premises and equipment are as follows:

	Years
Building and improvements		31.5
Furniture and equipment		5 – 10
Electronic equipment and software		3 – 5

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 repossessed assets, are recorded in current operations.

Index

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

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

Bank Owned Life Insurance

Bank owned life insurance is stated at its cash surrender value with changes recorded in other non-interest income in the consolidated statements of operations. The cash surrender value of the underlying policies was $3.2 million and $3.1 million as of December 31, 2014 and 2013, respectively. There are no loans offset against cash surrender values, and there are no restrictions as to the use of proceeds.

Preferred Stock

The Company’s 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 thereafter. 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.

Fair Value of Financial Instruments

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 establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The Company uses various valuation approaches, including market, income and/or cost approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would consider in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs, as follows:

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

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

Level 3— Model-based techniques where all significant assumptions are not observable, either directly or indirectly, in the market. These unobservable assumptions reflect our own 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.

Index

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

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

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction at December 31, 2014 or 2013. The estimated fair value amounts for December 31, 2014 and 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.

The information presented in Note 15, “Fair Value Measurement,” should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only required for a limited portion of the Company’s assets and liabilities.

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

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

Cash and cash equivalents

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

Money market investments

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

Investment securities

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

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

FRB and FHLB 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 FRB stock. These investments are carried at cost since no ready market exists for them, and they have no quoted market value. The Company conducts a periodic review and evaluation of our FHLB stock to determine if any impairment exists. The fair values have been categorized as Level 2 in the fair value hierarchy.

Loans

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

Deposit liabilities

The fair value disclosed for demand and savings deposits is by definition equal to the amount payable on demand at their reporting date (that is, their carrying amount) which the Company believes a market participant would consider in determining fair value. The carrying amount for variable-rate deposit accounts approximates their fair value. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on these deposits. The fair value measurement of the deposit liabilities is categorized as Level 2 in the fair value hierarchy.

Federal Home Loan Bank advances and other borrowings

The fair values of the Company’s borrowings are estimated using discounted cash flow analyses, based on the market rates for similar types of borrowing arrangements. The other borrowings have been categorized as Level 3 in the fair value hierarchy. The FHLB advances have been categorized as Level 2 in the fair value hierarchy.

Index

Off-balance sheet instruments

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

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 (loss) 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, warrants and shares that could result from the conversion of debenture bonds.

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 Company’s 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 Company’s 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 new revenue recognition standard will supersede virtually all revenue guidance in U.S. GAAP, including industry specific guidance. The guidance in this Update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. ASU 2014-09 is effective for the Company for annual reporting periods beginning after December 15, 2016. The Company may elect to apply the amendments of this Update using one of the following two methods: 1) retrospectively to each prior reporting period presented or 2) retrospectively with the cumulative effect of initially applying this Update recognized at the date of initial application. The Company is currently evaluating the impact of the provisions in this standard on the Company’s consolidated financial statements.

Index

2. INVESTMENT SECURITIES

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

	December 31, 2014
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Securities available-for-sale	(in thousands)
U.S. government agency notes	$	7,846	$	65	$	(49	)	$	7,862
U.S. government agency collateralized mortgage obligations ("CMO")		14,229		73		(31	)		14,271
Equity securities: Farmer Mac class A stock		66		-		(5	)		61
Total	$	22,141	$	138	$	(85	)	$	22,194

Securities held-to-maturity
U.S. government agency MBS	$	8,447	$	447	$	-		$	8,894
Total	$	8,447	$	447	$	-		$	8,894

	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 December 31, 2014 and 2013, $30.6 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 2014 or 2013.

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

	December 31, 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	$	7,862		2.5	%	$	-		-		$	-		-		$	-		-		$	7,862		2.5	%
U.S. government agency CMO		-		-			7,826		1.0	%		2,801		0.6	%		3,644		1.1	%		14,271		1.1	%
Farmer Mac class A stock		-		-			-		-			-		-			-		-			61		-
Total	$	7,862		2.5	%	$	7,826		1.0	%	$	2,801		0.6	%	$	3,644		1.1	%	$	22,194		1.3	%

Securities held-to-maturity
U.S. government agency MBS	$	-		-		$	3,235		4.0	%	$	5,212		2.4	%	$	-		-		$	8,447		2.9	%
Total	$	-		-		$	3,235		4.0	%	$	5,212		2.4	%	$	-		-		$	8,447		2.9	%

Index

	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:

	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	$	7,846	$	7,862	$	7,867	$	7,478
After one year through five years		7,798		7,826		5,070		5,075
After five years through ten years		2,792		2,801		3,945		3,918
After ten years		3,639		3,644		1,989		1,932
Farmer Mac class A stock		66		61		66		69
	$	22,141	$	22,194	$	18,937	$	18,472
Securities held to maturity
Due in one year or less	$	-	$	-	$	-	$	-
After one year through five years		3,235		3,479		2,641		2,815
After five years through ten years		5,212		5,415		7,047		7,286
After ten years		-		-		-		-
	$	8,447	$	8,894	$	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:

	December 31, 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	$	23	$	1,918	$	26	$	3,971	$	49	$	5,889
U.S. government agency CMO		-		-		31		4,090		31		4,090
Equity securities: Farmer Mac class A stock		5		61		-		-		5		61
	$	28	$	1,979	$	57	$	8,061	$	85	$	10,040
Securities held-to-maturity
U.S. Government-agency MBS	$	-	$	-	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-	$	-	$	-

Index

	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 December 31, 2014 and 2013, there were six 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 Company’s intent to sell an impaired security and if it is not more likely than not it will be required to sell the security before the recovery of its amortized basis.

The unrealized losses are primarily due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the bonds approach their maturity date, repricing date or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. Accordingly, as of December 31, 2014 and 2013, management believes the impairments detailed in the table above are temporary and no other-than-temporary impairment loss has been realized in the Company’s consolidated income statements.

3. 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.

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 December 31, 2014 and 2013 were not material to the Company’s 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 December 31, 2014 and 2013, the Company had approximately $40.8 million and $47.6 million, respectively, of SBA loans included in loans held for sale. As of December 31, 2014 and 2013, the principal balance of SBA loans serviced for others was $24.6 million and $30.7 million, respectively.

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

Index

As of December 31, 2014 and 2013, the Company had $25.1 million and $16.8 million of USDA loans included in loans held for sale, respectively. As of December 31, 2014 and 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:

	Year Ended December 31,
	2014			2013			2012
	(in thousands)
Beginning balance	$	334		$	426		$	419
Adjustment to fair value		(41	)		(92	)		7
Ending balance	$	293		$	334		$	426

The fair value adjustments on the I/O strips are recorded in non-interest income.

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

	December 31,
	2014			2013

Weighted-average constant prepayment rate		5.63	%		5.24	%
Weighted-average life (in years)		6			6
Weighted-average discount rate		11.52	%		12.89	%

A sensitivity analysis of the fair value of the I/O strips to changes in certain key assumptions is presented in the following table:

	December 31,
	2014			2013
	( in thousands)
Discount Rate
Increase in fair value from 100 basis point decrease	$	8		$	9
Decrease in fair value from 100 basis point increase		(8	)		(9	)
Constant Prepayment Rate
Increase in fair value from 10 percent decrease		4			5
Decrease in fair value from 10 percent increase		(4	)		(5	)

The following is a summary of the activity for servicing rights accounted for under the amortization method:

	December 31,
	2014			2013			2012
	(in thousands)
Beginning balance	$	268		$	383		$	625
Amortization		(101	)		(115	)		(242	)
Ending balance	$	167		$	268		$	383

The amortization on the servicing rights has been recorded in non-interest income.

Index

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

	December 31,
	2014			2013			2012
	(in thousands)
Beginning balance	$	300		$	348		$	-
Additions through loan sales		-			-			349
Adjustment to fair value		(97	)		(48	)		(1	)
Ending balance	$	203		$	300		$	348

The fair value adjustments on the servicing rights have been recorded in non-interest income.

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

	December 31,
	2014			2013

Weighted-average constant prepayment rate		6.03	%		5.04	%
Weighted-average life (in years)		8			9
Weighted-average discount rate		11.78	%		12.93	%

A sensitivity analysis of the fair value of servicing rights to change in certain key assumptions is presented in the following table:

	December 31,
	2014			2013
	(in thousands)
Discount Rate
Increase in fair value from 100 basis points decrease	$	9		$	12
Decrease in fair value from 100 basis points increase		(8	)		(12	)
Constant Prepayment Rate
Increase in fair value from 10 percent decrease		5			6
Decrease in fair value from 10 percent increase		(5	)		(6	)

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 Company’s 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 December 31, 2014, the Company had $1.9 million in outstanding mortgage loan interest rate lock and forward sale commitments. The value of related derivative instruments was not material to the Company’s financial position or results of operations. The Company had no commitments of this nature at December 31, 2013. At December 31, 2014 the Company had $0.8 million of mortgage loans held for sale.

Index

4. LOANS HELD FOR INVESTMENT

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

	December 31,
	2014		2013
	(in thousands)
Manufactured housing	$	169,662	$	172,055
Commercial real estate		159,432		142,678
Commercial		49,683		45,647
SBA		21,336		24,066
HELOC		13,481		15,418
Single family real estate		14,957		10,150
Consumer		178		184
		428,729		410,198
Allowance for loan losses		7,877		12,208
Deferred fees, net		118		45
Discount on SBA loans		237		339
Total loans held for investment, net	$	420,497	$	397,606

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

	December 31, 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	$	169,233	$	239	$	-	$	190	$	429	$	169,662	$	-
Commercial real estate:
Commercial real estate		119,090		632		-		186		818		119,908		-
SBA 504 1st trust deed		27,297		-		-		-		-		27,297		-
Land		1,569		-		-		-		-		1,569		-
Construction		10,658		-		-		-		-		10,658		-
Commercial		49,683		-		-		-		-		49,683		-
SBA		21,333		3		-		-		3		21,336		-
HELOC		13,459		-		-		22		22		13,481		-
Single family real estate		14,821		-				136		136		14,957		-
Consumer		178		-		-		-		-		178		-
Total	$	427,321	$	874	$	-	$	534	$	1,408	$	428,729	$	-

Index

	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:

	December 31,
	2014			2013			2012
	(in thousands)
Beginning balance	$	12,208		$	14,464		$	15,270
Charge-offs		(766	)		(2,594	)		(7,016	)
Recoveries		1,570			2,282			1,929
Net (charge-offs) recoveries		804			(312	)		(5,087	)
Provision		(5,135	)		(1,944	)		4,281
Ending balance	$	7,877		$	12,208		$	14,464

As of December 31, 2014 and 2013, the Company had reserves for credit losses on undisbursed loans of $39,000 and $0.1 million which were included in Other liabilities.

Index

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

	For the Year Ended December 31,
	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		(543	)		(16	)		-			(171	)		-			(36	)		-			(766	)
Recoveries		143			857			149			393			24			4			-			1,570
Net charge-offs		(400	)		841			149			222			24			(32	)		-			804
Provision		(682	)		(1,934	)		(1,227	)		(1,107	)		(164	)		(21	)		-			(5,135	)
Ending balance	$	4,032		$	1,459		$	986		$	1,066		$	140		$	192		$	2		$	7,877

2013
Beginning balance	$	5,945		$	2,627		$	2,325		$	2,733		$	634		$	198		$	2		$	14,464
Charge-offs		(1,294	)		(349	)		(149	)		(547	)		(39	)		(179	)		(37	)		(2,594	)
Recoveries		257			1,243			212			559			3			8			-			2,282
Net charge-offs		(1,037	)		894			63			12			(36	)		(171	)		(37	)		(312	)
Provision		206			(969	)		(324	)		(794	)		(318	)		218			37			(1,944	)
Ending balance	$	5,114		$	2,552		$	2,064		$	1,951		$	280		$	245		$	2		$	12,208

2012
Beginning balance	$	4,629		$	3,528		$	2,734		$	3,877		$	349		$	150		$	3		$	15,270
Charge-offs		(3,652	)		(1,687	)		(656	)		(623	)		(76	)		(314	)		(8	)		(7,016	)
Recoveries		144			756			131			837			50			6			5			1,929
Net charge-offs		(3,508	)		(931	)		(525	)		214			(26	)		(308	)		(3	)		(5,087	)
Provision		4,824			30			116			(1,358	)		311			356			2			4,281
Ending balance	$	5,945		$	2,627		$	2,325		$	2,733		$	634		$	198		$	2		$	14,464

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 December 31, 2014:	(in thousands)
Recorded Investment:
Impaired loans with an allowance recorded	$	4,717	$	2,783	$	3,122	$	1,837	$	86	$	591	$	-	$	13,136
Impaired loans with no allowance recorded		2,734		831		44		4		-		90		-		3,703
Total loans individually evaluated for impairment		7,451		3,614		3,166		1,841		86		681		-		16,839
Loans collectively evaluated for impairment		162,211		155,818		46,517		19,495		13,395		14,276		178		411,890
Total loans held for investment	$	169,662	$	159,432	$	49,683	$	21,336	$	13,481	$	14,957	$	178	$	428,729
Unpaid Principal Balance
Impaired loans with an allowance recorded	$	5,172	$	2,979	$	4,914	$	9,512	$	91	$	644	$	-	$	23,312
Impaired loans with no allowance recorded		4,243		2,895		50		225		-		191		-		7,604
Total loans individually evaluated for impairment		9,415		5,874		4,964		9,737		91		835		-		30,916
Loans collectively evaluated for impairment		162,211		155,818		46,517		19,495		13,395		14,276		178		411,890
Total loans held for investment	$	171,626	$	161,692	$	51,481	$	29,232	$	13,486	$	15,111	$	178	$	442,806
Related Allowance for Credit Losses
Impaired loans with an allowance recorded	$	399	$	77	$	241	$	104	$	1	$	32	$	-	$	854
Impaired loans with no allowance recorded		-		-		-		-		-		-		-		-
Total loans individually evaluated for impairment		399		77		241		104		1		32		-		854
Loans collectively evaluated for impairment		3,633		1,382		745		962		139		160		2		7,023
Total loans held for investment	$	4,032	$	1,459	$	986	$	1,066	$	140	$	192	$	2	$	7,877

Index

	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 above 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 December 31, 2014 and 2013.

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

	December 31,
	2014		2013
	(in thousands)
Impaired loans with a specific valuation allowance under ASC 310	$	13,136	$	15,140
Impaired loans without a specific valuation allowance under ASC 310		3,703		4,980
Total impaired loans	$	16,839	$	20,120
Valuation allowance related to impaired loans	$	854	$	1,439

The following tables summarize impaired loans by class of loans:

	December 31,
	2014		2013
	(in thousands)
Manufactured housing	$	7,451	$	9,150
Commercial real estate :
Commercial real estate		2,320		2,805
SBA 504 1st trust deed		1,294		1,005
Land		-		140
Construction		-		-
Commercial		3,166		3,837
SBA		1,841		1,817
HELOC		86		615
Single family real estate		681		751
Consumer		-		-
Total	$	16,839	$	20,120

Index

The following table summarizes the average investment in impaired loans by class and the related interest income recognized:

	Year Ended December 31,
	2014				2013				2012
	Average Investment in Impaired Loans		Interest Income		Average Investment in Impaired Loans		Interest Income		Average Investment in Impaired Loans		Interest Income
	(in thousands)
Manufactured housing	$	7,915	$	564	$	9,429	$	323	$	8,374	$	333
Commercial real estate:
Commercial real estate		2,485		-		7,638		146		17,552		315
SBA 504 1st		1,076		63		1,128		7		3,897		159
Land		55		-		28		7		-		-
Construction		-		-		-		-		4,808		108
Commercial		3,377		90		3,823		179		5,540		292
SBA		1,697		97		1,506		198		1,800		176
HELOC		437		8		372		5		255		13
Single family real estate		699		3		511		11		324		10
Consumer		-		-		-		-		5		-
Total	$	17,741	$	825	$	24,435	$	876	$	42,555	$	1,406

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

The following table summarizes nonperforming assets:

	December 31,
	2014		2013
	(in thousands)
Nonaccrual loans, net	$	11,027	$	16,837
Loans past due 90 days or more on accrual status		-		66
Troubled debt restructured loans on accrual		5,048		3,283
Total nonperforming loans		16,075		20,186
Other assets acquired through foreclosure, net		137		3,811
Total nonperforming assets	$	16,212	$	23,997

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

	December 31,
	2014			2013			2012
	(in thousands)
Nonaccrual loans	$	17,883		$	23,263		$	29,643
SBA guaranteed portion of loans included above		(6,856	)		(6,426	)		(7,218	)
Total nonaccrual loans, net	$	11,027		$	16,837		$	22,425

Troubled debt restructured loans, gross	$	9,685		$	12,308		$	19,931
Loans 30 through 89 days past due with interest accruing	$	-		$	161		$	521
Interest income recognized on impaired loans	$	825		$	876		$	1,406
Foregone interest on nonaccrual and troubled debt restructured loans	$	1,276		$	1,754		$	2,692
Allowance for loan losses to gross loans held for investment		1.84	%		2.98	%		3.66	%

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.

Index

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

	December 31,
	2014		2013
	(in thousands)
Manufactured housing	$	1,480	$	6,235
Commercial real estate:
Commercial real estate		2,951		2,806
SBA 504 1st trust deed		1,021		726
Land		-		140
Construction		-		-
Commercial		3,167		3,837
SBA		1,713		1,803
HELOC		86		615
Single family real estate		609		675
Consumer		-		-
Total	$	11,027	$	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 Company’s 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 management’s close attention are deemed to be Special Mention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution's credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Risk ratings are updated as part of our normal loan monitoring process, at a minimum, annually.

Index

The following tables present gross loans by risk rating:

	December 31, 2014
	Pass		Special Mention		Substandard		Doubtful		Total
	(in thousands)
Manufactured housing	$	162,638	$	-	$	7,024	$	-	$	169,662
Commercial real estate:
Commercial real estate		106,909		6,544		6,455		-		119,908
SBA 504 1st trust deed		23,038		1,085		3,174		-		27,297
Land		1,569		-		-		-		1,569
Construction		10,658		-		-		-		10,658
Commercial		46,275		158		3,250		-		49,683
SBA		12,803		173		1,891		97		14,964
HELOC		12,888		-		593		-		13,481
Single family real estate		14,105		-		852		-		14,957
Consumer		178		-		-		-		178
Total, net	$	391,061	$	7,960	$	23,239	$	97	$	422,357
SBA guarantee		-		-		6,372		-		6,372
Total	$	391,061	$	7,960	$	29,611	$	97	$	428,729

	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

Troubled Debt Restructured Loan (TDR)

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

Index

The following tables present information on the financial effects of TDR loans by class for the periods presented:

`	For the Year Ended December 31, 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 Year Ended December 31, 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		25	$	2,008	$	1,982	$	1,021	$	1,982	$	197
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		2		385		385		385		147		32
Total		36	$	7,146	$	7,120	$	1,406	$	6,882	$	546

The average rate concession was 70 basis points and 152 basis points for the twelve months ended December 31, 2014 and 2013, respectively. The average term extension in months was 180 and 110 for the twelve months ended December 31, 2014 and 2013, respectively.

The following table presents TDR's by class that occurred in the past twelve months for which there was a payment default during the period:

	Year Ended December 31,
	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		7	$	456	$	11
Total		1	$	18	$	1		7	$	456	$	11

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 December 31, 2014, there were no material loan commitments outstanding on TDR loans.

Related Parties

Principal stockholders, directors, and executive officers of the Company, together with companies they control, are considered to be related parties. In the ordinary course of business, the Company has extended credit to these related parties. Federal banking regulations require that any such extensions of credit not be offered on terms more favorable than would be offered to non-related party borrowers of similar creditworthiness.

Index

The following table summarizes the aggregate activity in such loans:

	Year Ended December 31,
	2014			2013
	(in thousands)
Balance, beginning	$	4,816		$	4,560
New loans		434			1,046
Repayments and other		(771	)		(790	)
Balance, ending	$	4,479		$	4,816

None of these loans are past due, on nonaccrual status or have been restructured to provide a reduction or deferral of interest or principal because of deterioration in the financial position of the borrower. There were no loans to a related party that were considered classified loans at December 31, 2014 or 2013.

Unfunded loan commitments outstanding with related parties total approximately $0.6 million and $0.8 million at December 31, 2014 and 2013, respectively.

5. PREMISES AND EQUIPMENT

	Year Ended December 31,
	2014			2013
	(in thousands)
Bank premises and land	$	1,411		$	1,400
Furniture, fixtures and equipment		8,748			8,526
Leasehold improvements		2,602			2,591
Construction in progress		150			-
		12,911			12,517
Accumulated depreciation		(9,858	)		(9,534	)
Premises and equipment, net	$	3,053		$	2,983

Lease Obligations

The Company leases certain premises under non-cancelable operating leases expiring through 2017. The following is a schedule of future minimum rental payments under these leases at December 31, 2014:

	(in thousands)
2015	$	821
2016		751
2017		234
2018		-
2019		-
Thereafter		-
	$	1,806

The Company leases the majority of its office locations and many of these leases contain multiple renewal options and provisions for increased rents. Total rent expense of $0.8 million, $0.9 million and $1.0 million is included in occupancy expenses for the years ended December 31, 2014, 2013 and 2012, respectively. Total depreciation expense of $0.3 million is included in occupancy expenses for the each of the years ended December 31, 2014, 2013 and 2012, respectively.

Index

6. OTHER ASSETS ACQUIRED THROUGH FORECLOSURE

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

	December 31,
	2014			2013			2012
	(in thousands)
Balance, beginning of period	$	3,811		$	1,889		$	6,701
Additions		1,879			6,084			7,329
Proceeds from dispositions and receivables from participants		(5,988	)		(3,774	)		(10,980	)
Gains (losses) on sales, net		435			(388	)		(1,161	)
Balance, end of period	$	137		$	3,811		$	1,889

7. INCOME TAXES

The provision for income taxes consisted of the following:

	December 31,
	2014		2013			2012
Current:	(in thousands)
Federal	$	2,880	$	1,430		$	(98	)
State		832		-			-
		3,712		1,430			(98	)
Deferred:
Federal		754		453			1,072
State		468		670			347
		1,222		1,123			1,419
Decrease in deferred tax asset valuation allowance		-		(5,365	)		(1,321	)
Total (benefit) provision for income taxes	$	4,934	$	(2,812	)	$	-

The reconciliation between the statutory income tax rate and the Company’s effective tax rate follows:

	December 31,
	2014			2013			2012

Federal income tax at statutory rate		34.0	%		34.0	%		34.0	%
State franchise tax, net of federal benefit		7.2			7.2			7.2
Other		-			-			-
Benefit related to deferred tax asset valuation allowance		-			(86.7	)		(41.2	)
Total (benefit) provision for income taxes		41.2	%		(45.5	)%		-	%

Index

The cumulative tax effects of the primary temporary differences are as shown in the following table:

	December 31,
	2014			2013
Deferred Tax Assets:	(in thousands)
Allowance for loan losses	$	3,149		$	4,829
Unrealized loss on AFS securities		-		$	191
State net operating loss		-			80
Other		867			483
Total gross deferred tax assets		4,016			5,583
Deferred tax asset valuation allowance		-			-
Total deferred tax assets		4,016			5,583
Deferred Tax Liabilities:
Deferred state taxes		(288	)		(447	)
Depreciation		(167	)		(139	)
Unrealized gain on AFS securities		(22	)		-
Other		(272	)		(296	)
Total deferred tax liabilities		(749	)		(882	)
Net deferred tax asset	$	3,267		$	4,701

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 December 31, 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 $3.3 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 Company’s 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 management’s 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. At December 31, 2013, the Company reversed $2.8 million of valuation allowance on its net deferred tax asset. There was no valuation allowance on deferred tax assets at December 31, 2013. The Company’s deferred tax asset was $4.7 million.

The Company is subject to income taxation in the United States and certain state jurisdictions. The Company’s federal and state income tax returns are filed on a consolidated basis. The Company is generally open to examination by tax authorities for the years 2010 and later. Although the Company is unable to determine the outcome under examination, it has evaluated whether there are any uncertain tax positions in accordance with ASC 740-10 and concluded that there are no significant uncertain tax positions requiring recognition in the financial statements.

Index

8. DEPOSITS

The table below summarizes deposits and their related interest expense by type:

	Year Ended December 31,
	2014				2013				2012
	Balance		Interest Expense		Balance		Interest Expense		Balance		Interest Expense
	(in thousands)
Non-interest bearing demand deposits	$	57,364	$	-	$	52,461	$	-	$	53,605	$	-
Interest-bearing deposits:
NOW accounts		18,152		29		20,367		35		20,120		73
Money market deposit account		257,479		1,035		238,078		1,150		249,346		1,766
Savings accounts		15,265		202		16,158		290		16,351		325
Time deposits of $100,000 or more		115,588		1,167		95,979		1,166		80,710		1,609
Other time deposits		13,236		230		13,092		275		14,088		357
Total deposits	$	477,084	$	2,663	$	436,135	$	2,916	$	434,220	$	4,130

Of the total deposits at December 31, 2014, $348.3 million may be immediately withdrawn. Time certificates of deposit are the only deposits which have a specified maturity.

The summary of the contractual maturities for all time deposits is as follows:

	(in thousands)
2015	$	54,678
2016		23,282
2017		9,201
2018		27,055
2019		14,508
Thereafter		100
	$	128,824

The Company through the bank is a member of the Certificate of Deposit Account Registry Service (“CDARS”), which provides Federal Deposit Insurance Corporation (“FDIC”) insurance for large deposits. Federal banking law and regulation place restrictions on depository institutions regarding brokered deposits as they pose increased liquidity risk for institutions that gather significant amounts of brokered deposits. At December 31, 2014 and 2013, the Company had $14.5 million and $1.7 million, respectively, of reciprocal CDARS deposits.

9. OTHER BORROWINGS AND CONVERTIBLE DEBENTURES

The following table summarizes the Company’s FHLB advances by maturity date:

	December 31,
	2014					2013
Contractual Maturity Date	Amount		Rate			Amount		Rate
	(dollars in thousands)
May 5, 2014	$	-		-		$	4,000		2.880	%
May 7, 2014		-		-			4,000		2.760	%
May 19, 2014		-		-			4,000		2.790	%
October 9, 2014		-		-			4,000		2.680	%
November 17, 2014		-		-			4,000		2.780	%
March 9, 2015		5,000		2.745	%		5,000		2.745	%
May 4, 2015		5,000		2.735	%		5,000		2.735	%
Total FHLB advances	$	10,000				$	30,000
Weighted average rate				2.740	%				2.770	%

Index

The Company through the bank has a blanket lien credit line with the FHLB. FHLB advances are collateralized in the aggregate by the Company’s eligible loans and securities. Total FHLB advances were $10.0 million and $30.0 million at December 31, 2014 and 2013, respectively, borrowed at fixed rates. At December 31, 2014, CWB had pledged to the FHLB, $30.6 million of securities and $67.3 million of loans. At December 31, 2014, the Company had $106.2 million available for additional borrowing. At December 31, 2013, the Company 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 years ended December 31, 2014, 2013 and 2012 was $0.6 million, $1.0 million and $1.1 million, respectively.

Federal Reserve Bank – The Company has established a credit line with the FRB. Advances are collateralized in the aggregate by eligible loans for up to 28 days. There were no outstanding FRB advances as of December 31, 2014 and 2013. Available borrowing capacity was $88.0 million and $123.9 million as of December 31, 2014 and 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. During 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 December 31, 2014 and 2013.

10. COMMITMENTS AND CONTINGENCIES

Unfunded Commitments and Letters of Credit

The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. They involve, to varying degrees, elements of credit risk in excess of amounts recognized in the consolidated balance sheets.

Lines of credit are obligations to lend money to a borrower. Credit risk arises when the borrowers’ current financial condition may indicate less ability to pay than when the commitment was originally made. In the case of standby letters of credit, the risk arises from the possibility of the failure of the customer to perform according to the terms of a contract. In such a situation, the third party might draw on the standby letter of credit to pay for completion of the contract and the Company would look to its customer to repay these funds with interest. To minimize the risk, the Company uses the same credit policies in making commitments and conditional obligations as it would for a loan to that customer.

Standby letters of credit are commitments issued by the Company to guarantee the performance of a customer to a third party in borrowing arrangements. Typically, letters of credit issued have expiration dates within one year.

A summary of the contractual amounts for unfunded commitments and letters of credit are as follows:

	Year Ended December 31,
	2014		2013
	(in thousands)
Commitments to extend credit	$	28,239	$	19,573
Standby letters of credit		59		75
Total	$	28,298	$	19,648

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company enters into credit arrangements that generally provide for the termination of advances in the event of a covenant violation or other event of default. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. The commitments are collateralized by the same types of assets used as loan collateral.

The Company has exposure to credit losses from unfunded commitments and letters of credit. As funds have not been disbursed on these commitments, they are not reported as loans outstanding. Credit losses related to these commitments are not included in the allowance for credit losses reported in Note 4, “Loans Held For Investment” of these Consolidated Financial Statements and are accounted for as a separate loss contingency as a liability. This loss contingency for unfunded loan commitments and letters of credit was $39,000 and $0.1 million as of December 31, 2014 and 2013, respectively. Changes to this liability are adjusted through other non-interest expense.

Index

Concentrations of Lending Activities

Loan Sales and Servicing

The Company retains a certain level of risk relating to the servicing activities and retained interest in sold loans. In addition, during the period of time that the loans are held for sale, the Company is subject to various business risks associated with the lending business, including borrower default, foreclosure and the risk that a rapid increase in interest rates would result in a decline of the value of loans held for sale to potential purchasers.

In connection with certain loan sales, the Company enters agreements which generally require the company to repurchase or substitute loans in the event of a breach of a representation or warranty made by the Company to the loan purchaser, any misrepresentation during the loan origination process or, in some cases, upon any fraud or early default on such loans.

The Company has sold loans that are guaranteed or insured by government agencies for which the Company retained all servicing rights and responsibilities. The Company is required to perform certain monitoring functions in connection with these loans to preserve the guarantee by the government agency and prevent loss to the Company in the event of nonperformance by the borrower. Management believes that the Company is in compliance with these requirements. The outstanding balance of the loans serviced for others was approximately $26.0 million and $33.2 million at December 31, 2014 and 2013, respectively.

Salary Continuation

The Company entered into an agreement with an executive, which provides for a monthly cash payment to the executive or beneficiaries in the event of death, disability or retirement, beginning in the month after the retirement date or death and extending for a period of fifteen years subject to vesting. The Company purchased a life insurance policy of $2.0 million as an investment. The income from the policy investment will help fund this liability. The present value of the Company’s liability under the new agreement was calculated using a discount rate of 3.84% and is included in accrued interest payable and other liabilities in the accompanying consolidated balance sheets.

Additionally, the Company has an agreement with a former officer which provides for $50,000 per year in monthly cash payments. The remaining contractual obligation at December 31, 2014 is four years. At December 31, 2014 and 2013, the Company had accrued salary continuation liability for both agreements of $0.3 million and $0.2 million, respectively. The cash surrender value of the life insurance policies was $3.2 million at December 31, 2014, and is included in other assets.

Contingencies

Index

No firm trial date has been set and discovery has just begun.

11. STOCKHOLDERS’ EQUITY

Preferred Stock

On June 4, 2013, four members of the Board of Directors purchased 1,100 shares of the Company’s Series A Cumulative Perpetual Preferred stock from private investors.

Index

On October 6, 2014 the Company redeemed an additional $0.8 million of Series A Preferred Stock.

During the years ended December 31, 2014 and 2013, the Company recorded $0.9 million and $1.0 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

During 2014 and 2013, the Company issued 316,872 and 1,864,748 shares of common stock respectively, in conjunction with debenture conversions.

During the year ended December 31, 2014 the Company reinstated the payment of a quarterly common stock dividend and recorded $0.3 million of dividends on common stock.

Stock Option Plans

The Company has two stock option plans available for option grants. As of December 31, 2014, 520,475 options were available for future grant.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. The expected volatility is based on the historical volatility of the stock of the Company over the expected life of the options. The risk-free rate for the periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The dividend rate assumption was zero. A summary of the assumptions used in calculating the fair value of option awards during the years ended December 31, 2014, 2013 and 2012 are as follows:

	December 31,
	2014			2013			2012

Expected life in years		6.0			6.3			5.8
Risk-free interest rate		1.80	%		1.42	%		1.05	%
Expected volatility		73.4	%		69.2	%		69.0	%
Annual dividend rate		-	%		-	%		-	%

Stock options granted in 2014 generally have a vesting period of 5 years and a contractual life of 10 years. The Company recognizes compensation cost for options ratably over the requisite service period for all awards.

A summary of option activity under the plan is presented below:

	Year Ended December 31, 2014
	Option Shares			Weighted Average Exercise Price		Weighted Average Remaining Term		Aggregate Intrinsic Value
	(in thousands, except exercise price and contractual terms)
Outstanding options, beginning of period		376		$	5.25
Granted		190			7.02
Exercised		(19	)		2.90
Forefeited or expired		(90	)		7.65
Outstanding options, end of period		457		$	5.61		7.2	$	815
Options exerciseable, end of period		244		$	5.77		5.9	$	521
Options expected to vest, end of period		150		$	4.84		6.9	$	288

Index

	Year Ended December 31, 2013
	Option Shares			Weighted Average Exercise Price		Weighted Average Remaining Term		Aggregate Intrinsic Value
	(in thousands, except exercise price and contractual terms)
Outstanding options, beginning of period		447		$	5.38
Granted		21			4.91
Exercised		(7	)		3.24
Forefeited or expired		(85	)		6.07
Outstanding options, end of period		376		$	5.25		6.1	$	937
Options exerciseable, end of period		241		$	6.56		4.8	$	443
Options expected to vest, end of period		135		$	2.90		8.4	$	494

	Year Ended December 31, 2012
	Option Shares			Weighted Average Exercise Price		Weighted Average Remaining Term		Aggregate Intrinsic Value
	(in thousands, except exercise price and contractual terms)
Outstanding options, beginning of period		377		$	6.76
Granted		147			2.92
Exercised		(5	)		3.25
Forefeited or expired		(72	)		7.68
Outstanding options, end of period		447		$	5.38		6.1	$	160
Options exerciseable, end of period		278		$	7.00		4.4	$	29
Options expected to vest, end of period		169		$	2.72		9.1	$	131

As of December 31, 2014, 2013 and 2012, there was $0.4 million, $0.1 million and $0.2 million, respectively, of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Company’s plan. That cost is expected to be recognized over a weighted average period of 3.9 years, 2.5 years, and 4.3 years, respectively. The total intrinsic value of options exercised during the years ended December 31, 2014, 2013 and 2012, was $54,200, $13,800, and $0, respectively.

The following table summarizes the change in unvested stock option shares during the year ended December 31, 2014:

	Number of Option Shares			Weighted Average Grant-Date Fair Value
	(in thousands, except per share data)
Unvested options, beginning of period		135		$	1.77
Granted		190			4.57
Vested		(79	)		3.21
Forefeited		(33	)		3.43
Unvested options, end of period		213		$	3.47

Index

12. EARNINGS PER SHARE

The following table presents a reconciliation of basic earnings per share and diluted earnings per share:

	Year Ended December 31,
	2014		2013		2012
	(in thousands, except per share amounts)
Net income	$	7,046	$	8,986	$	3,173
Less: dividends and accretion on preferred stock and discount on partial redemption		778		1,039		1,046
Net income available to common stockholders	$	6,268	$	7,947	$	2,127
Add: debenture interest expense and costs, net of income taxes		103		244		430
Net income for diluted calculation of earnings per common share	$	6,371	$	8,191	$	2,557
Weighted average number of common shares outstanding - basic		8,141		7,017		5,990
Weighted average number of common shares outstanding - diluted		8,505		8,390		8,233
Earnings per share:
Basic	$	0.77	$	1.13	$	0.36
Diluted	$	0.75	$	0.98	$	0.31

13. CAPITAL REQUIREMENTS

The Company’s and CWB’s capital amounts and ratios as of December 31, 2014 and 2013 are presented in the table below:

	Total Capital		Tier 1 Capital		Risk- Weighted Assets		Adjusted Average Assets		Total Risk- Based Capital Ratio			Tier 1 Risk-Based Capital Ratio			Tier 1 Leverag Ratio
December 31, 2014	(dollars in thousands)
CWBC (Consolidated)	$	72,569	$	66,939	$	448,199	$	564,630		16.19	%		14.94	%		11.86	%

CWB	$	71,303	$	65,673	$	448,118	$	564,331		15.91	%		14.66	%		11.64	%

December 31, 2013
CWBC (Consolidated)	$	74,712	$	67,773	$	432,958	$	534,408		17.26	%		15.65	%		12.68	%

CWB	$	72,886	$	67,391	$	432,802	$	531,503		16.84	%		15.57	%		12.68	%

Well-capitalized ratios										10.00	%		6.00	%		5.00	%
Minimum capital ratios										8.00	%		4.00	%		4.00	%

Index

During 2013, the OCC Agreement specified that the Bank maintain certain minimum capital ratios, Tier 1 capital at least equal to 9.00% of adjusted total assets and total risk-based capital at least equal to 12.00% of risk weighted assets. CWB maintained the capital requirements to be deemed “well capitalized” and the capital requirements of the OCC Agreement at December 31, 2013, however, the Bank was deemed to be “adequately capitalized” as a result of the OCC Agreement. As of January 27, 2014, the OCC Agreement had been terminated and CWB is no longer subject to these capital requirements.

14. EMPLOYEE BENEFIT PLAN

The Company has a qualified 401(k) employee benefit plan for all eligible employees. Participants are able to defer up to a maximum of $17,500 (for those under 50 years of age in 2014) of their annual compensation. The Company may elect to match a discretionary amount each year, which was 50% of the first 6% of the participant’s compensation deferred into the plan. The Company’s total contribution was $0.2 million, for the years ended December 31, 2014, 2013 and 2012, respectively.

15. FAIR VALUE MEASUREMENT

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

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

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

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

Index

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:
December 31, 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	$	61	$	22,133	$	-	$	22,194
Interest only strips		-		-		293		293
Servicing assets		-		-		203		203
	$	61	$	22,133	$	496	$	22,690

	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 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. 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 69.

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 loans that are considered impaired per generally accepted accounting principles.

Index

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 December 31, 2014:
Impaired loans	$	5,580	$	-	$	5,580	$	-
Loans held for sale		71,475		-		71,475		-
Foreclosed real estate and repossessed assets		137		-		137		-
	$	77,192	$	-	$	77,192	$	-

As of December 31, 2013:
Impaired loans	$	7,105	$	-	$	7,105	$	-
Loans held for sale		68,766		-		68,766		-
Foreclosed real estate and repossessed 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 loan’s collateral, if the loan is collateral dependent. The fair value of the loan’s collateral is determined by appraisals or independent valuation. When the fair value of the loan’s collateral is based on an observable market price or current appraised value, given the current real estate markets, the appraisals may contain a wide range of values and accordingly, the Company classifies the fair value of the impaired loans as a non-recurring valuation within Level 2 of the valuation hierarchy. For loans in which impairment is determined based on the net present value of cash flows, the Company classifies these as a non-recurring valuation within Level 3 of the valuation hierarchy.

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 December 31, 2014 and 2013, the Company had loans held for sale with an aggregate carrying value of $66.8 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.

Index

	December 31, 2014
	Carrying		Fair Value
	Amount		Level 1		Level 2		Level 3		Total
Financial assets:	(in thousands)
Cash and cash equivalents	$	18,959	$	18,959	$	-	$	-	$	18,959
Interest-bearing deposits in other financial institutions		99		99		-		-		99
FRB and FHLB stock		3,089		-		3,089		-		3,089
Investment securities		30,641		61		31,027		-		31,088
Loans, net		487,256		-		490,193		10,405		500,598
Financial liabilities:
Deposits		477,084		-		477,204		-		477,204
Other borrowings		10,000		-		10,070		-		10,070

	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

Interest rate risk

The Company assumes interest rate risk (the risk to the Company’s earnings and capital from changes in interest rate levels) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments as well as its future net interest income will change when interest rate levels change and that change may be either favorable or unfavorable to the Company.

Interest rate risk exposure is measured using interest rate sensitivity analysis to determine our change in net portfolio value and net interest income resulting from hypothetical changes in interest rates. If potential changes to net portfolio value and net interest income resulting from hypothetical interest rate changes are not within the limits established by the Board of Directors, the Board of Directors may direct management to adjust the asset and liability mix to bring interest rate risk within board-approved limits. As of December 31, 2014, the Company’s interest rate risk profile was within Board-approved limits.

The Company’s subsidiary bank has an Asset and Liability Management Committee charged with managing interest rate risk within Board approved limits. Such limits are structured to prohibit an interest rate risk profile that is significantly asset or liability sensitive.

Fair value of commitments

The estimated fair value of standby letters of credit outstanding at December 31, 2014 and 2013 was insignificant. Loan commitments on which the committed interest rates were less than the current market rate are also insignificant at December 31, 2014 and 2013.

16. ACCUMULATED OTHER COMPREHENSIVE INCOME

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

	Year Ended December 31,
	2014			2013			2012
	Unrealized holding gains (losses ) on AFS
	(in thousands)
Beginning balance	$	(274	)	$	35		$	139
Other comprehensive income (loss) before reclassifications		305			(309	)		(5	)
Amounts reclassified from accumulated other comprehensive income		-			-			(99	)
Net current-period other comprehensive income		305			(309	)		(104	)
Ending Balance	$	31		$	(274	)	$	35

Index

The following table presents reclassifications out of accumulated other comprehensive income:

Accumulated other comprehensive	Year Ended December 31,
income components details	2014		2013		2012
	(in thousands)
Unrealized gains and losses on AFS
	$	-	$	-	$	121		Realized gain on sale of investment securities
		-		-		(22	)	Income tax expense
	$	-	$	-	$	99		Net of tax

17. PARENT COMPANY FINANCIAL INFORMATION

The condensed financial statements of the holding company are presented in the following tables:

COMMUNITY WEST BANCSHARES

Condensed Balance Sheets

	December 31,
	2014		2013
	(in thousands)
Assets:
Cash and cash equivalents (including interest-bearing deposits in other financial institutions)	$	1,122	$	3,227
Investment in subsidiary		65,710		67,448
Other assets		222		154
Total assets	$	67,054	$	70,829

Liabilities and Stockholders' Equity:
Convertible debentures	$	-	$	1,442
Other liabilities		78		1,557
Total liabilities		78		2,999
Preferred stock		7,014		15,600
Common stock		41,957		40,165
Retained earnings		18,005		12,065
Total stockholders' equity		66,976		67,830
Total liabilities and stockholders' equity	$	67,054	$	70,829

COMMUNITY WEST BANCSHARES

Condensed Income Statements

	December 31,
	2014			2013			2012
	(in thousands)
Interest income	$	8		$	5		$	15
Interest expense		30			442			717
Net interest expense		(22	)		(437	)		(702	)
Income from consolidated subsidiary		7,446			9,567			4,168
Other income		-			71			-
Total income		7,424			9,201			3,466
Total non-interest expenses		599			215			293
Income before income tax benefit		6,825			8,986			3,173
Income tax benefit		(221	)		-			-
Net income		7,046			8,986			3,173
Preferred stock dividends and accretion on preferred stock		937			1,039			1,046
Discount on partial redemption of preferred stock		(159	)		-			-
Net income available to common stockholders'	$	6,268		$	7,947		$	2,127

Index

COMMUNITY WEST BANCSHARES

Condensed Statements of Cash Flows

	December 31,
	2014			2013			2012
	(in thousands)
Cash Flows from Operating Activities:
Net income	$	7,046		$	8,986		$	3,173
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Equity in undistributed income from subsidiary		(7,446	)		(9,567	)		(4,168	)
Stock-based compensation		308			59			117
Changes in:
Other assets		(68	)		23			315
Other liabilities		(4	)		(2	)		35
Net cash used in operating activities		(164	)		(501	)		(528	)
Cash Flows from Investing Activities:
Net dividends from and investment in subsidiary		9,184			-			(1,000	)
Net cash provided by (used in) investing activities		9,184			-			(1,000	)
Cash Flows from Financing Activities:
Redemption of convertible debentures		(34	)		-			-
Preferred stock dividends paid		(2,390	)		-			(195	)
Redemption of preferred stock		(8,427	)		-			-
Common stock dividends paid		(328	)		-			-
Proceeds from issuance of common stock		54			24			16
Net cash (used in) provided by financing activities		(11,125	)		24			(179	)
Net decrease in cash and cash equivalents		(2,105	)		(477	)		(1,707	)
Cash and cash equivalents at beginning of year		3,227			3,704			5,411
Cash and cash equivalents at end of year	$	1,122		$	3,227		$	3,704

18. QUARTERLY FINANCIAL DATA (UNAUDITED)

	December 31,
	2014
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
	(in thousands, except per share amounts)

Interest income	$	6,961		$	7,122		$	6,903		$	7,018		$	28,004
Interest expense		879			849			835			712			3,275
Net interest income		6,082			6,273			6,068			6,306			24,729
Provision for loan losses		(1,371	)		(1,011	)		(1,178	)		(1,575	)		(5,135	)
Net interest income after provision for loan losses		7,453			7,284			7,246			7,881			29,864
Non-interest income		518			656			552			471			2,197
Non-interest expenses		5,525			5,031			4,879			4,646			20,081
Income before income taxes		2,446			2,909			2,919			3,706			11,980
Provision for income taxes		1,004			1,203			1,207			1,520			4,934
Net income		1,442			1,706			1,712			2,186			7,046
Dividends and accretion on preferred stock		273			329			176			159			937
Discount on partial redemption of preferred stock		-			(144	)		-			(15	)		(159	)
Net income available to common stockholders	$	1,169		$	1,521		$	1,536		$	2,042		$	6,268
Earnings per share:
Income per common share - basic	$	0.15		$	0.19		$	0.19		$	0.25		$	0.77
Income per common share - diluted	$	0.15		$	0.18		$	0.18		$	0.24		$	0.75

Index

	December 31,
	2013
	First Quarter			Second Quarter			Third Quarter			Fourth			Total
	First Quarter			Second Quarter			Third Quarter			Quarter			Total
	(in thousands, except per share amounts)

Interest income	$	6,976		$	7,044		$	7,081		$	6,765		$	27,866
Interest expense		1,166			1,161			1,047			958			4,332
Net interest income		5,810			5,883			6,034			5,807			23,534
Provision for loan losses		(196	)		(1,084	)		(1,563	)		899			(1,944	)
Net interest income after provision for loan losses		6,006			6,967			7,597			4,908			25,478
Non-interest income		772			836			677			546			2,831
Non-interest expenses		5,689			5,677			5,639			5,130			22,135
Income before income taxes		1,089			2,126			2,635			324			6,174
Provision (benefit) for income taxes		-			-			-			(2,812	)		(2,812	)
Net income		1,089			2,126			2,635			3,136			8,986
Dividends and accretion on preferred stock		262			262			262			253			1,039
Net income available to common stockholders	$	827		$	1,864		$	2,373		$	2,883		$	7,947
Earnings per share:
Income per common share - basic	$	0.14		$	0.30		$	0.30		$	0.37		$	1.11
Income per common share - diluted	$	0.11		$	0.23		$	0.29		$	0.34		$	0.97

Index

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

As previously disclosed by the Company, on October 30, 2014, the Board of Directors, upon recommendation of its Audit Committee, approved the engagement of McGladrey LLP to serve as its independent auditors for the fiscal year ending December 31, 2015. At the same meeting, the Board of Directors, upon recommendation of its Audit Committee, approved the dismissal of Ernst & Young LLP (“EY”) as independent registered public accounting firm of the Company, effective upon the completion of the audit of the Company’s financial statements for the year ending December 31, 2014 and issuance of their report thereon. The decision to change independent auditors was decided after the Company’s Board of Directors completed a competitive review process to determine the Company’s independent registered public accounting firm for the year ending December 31, 2015.

The reports of EY on the Company’s financial statements for each of the three fiscal years ended December 2014, 2013 and 2012 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles generally accepted in the United States of America (“GAAP”).

In connection with the audits of the Company’s financial statements for each of the three fiscal years ended December 31, 2014, 2013 and 2012, there were no disagreements on any matters of GAAP or accounting practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of EY would have caused EY to make reference to the matter in their report. During each of the three most recent fiscal years ended December 31, 2014, 2013 and 2012, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, the Chief Executive Officer and the Chief Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2014. Based on and as of the time of such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company’s reports that it files with or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934. There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s year ended December 31, 2014, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Report on Management’s Assessment of Internal Control over Financial Reporting

The management of Community West Bancshares is responsible for establishing and maintaining an adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of Community West Bancshares’ internal control over financial reporting as of December 31, 2014. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control — Integrated Framework (2013 framework). Management concluded that based on its assessment, Community West Bancshares internal control over financial reporting was effective as of December 31, 2014.

There were no changes in the Company’s internal control over financial reporting during the fiscal year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Commission that permit the Company to provide only the management’s report in this annual report.

ITEM 9B.

OTHER INFORMATION

Not applicable.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 401 of Regulation S-K concerning the directors and executive officers of the Company is incorporated herein by reference from the section entitled "Proposal 1 – Election of Directors" contained in the definitive proxy statement ("Proxy Statement") of the Company to be filed pursuant to Regulation 14A within 120 days after the end of the Company's last fiscal year.

Index

The information required by Item 405 of Regulation S-K is incorporated herein by reference from the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” contained in the Proxy Statement.

The information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated herein by reference from the section entitled “Certain Information Regarding the Board of Directors” contained in the Proxy Statement.

The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. A copy of the code of ethics is available on the Company’s website at www.communitywestbank.com .

ITEM 11.

EXECUTIVE COMPENSATION

Information required by Item 402 of Regulation S-K concerning executive compensation is incorporated herein by reference from the section entitled “Executive Compensation” contained in the Proxy Statement.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Information required by Item 403 of Regulation S-K concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the section entitled "Security Ownership of Certain Beneficial Owners, Directors and Executive Officers" contained in the Proxy Statement.

Information required by Item 201(d) of Regulation S-K is contained under “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Securities Authorized for Issuance Under Equity Compensation Plans” herein.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by Item 404 of Regulation S-K concerning certain relationships and related transactions is incorporated herein by reference from the section entitled "Executive Compensation – Certain Relationships and Related Transactions" contained in the Proxy Statement.

Information required by Item 407(a) of Regulation S-K concerning director independence is incorporated herein by reference from the section entitled “Proposal 1 – Election of Directors – Directors and Executive Officers” contained in the Proxy Statement.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information concerning principal accountant fees and services is incorporated herein by reference from the section entitled “Proposal 2- Ratification of the Company's Independent Auditors” contained in the Proxy Statement.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) The following financial statements are incorporated by reference from Item 8 hereto:

	Report of Independent Registered Public Accounting Firm	Page 52

	Consolidated Balance Sheets as of December 31, 2014 and 2013	Page 54

	Consolidated Income Statements for the three years ended December 31, 2014, 2013 and 2012	Page 55

	Consolidated Statements of Comprehensive Income for the three years ended December 31, 2014, 2013 and 2012	Page 56

	Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2014, 2013 and 2012	Page 57

	Consolidated Statements of Cash Flows for the three years ended December 31, 2014, 2013 and 2012	Page 58

	Notes to Consolidated Financial Statements	Page 59

Index

(2) Financial Statement Schedules

Financial statement schedules other than those listed above have been omitted because they are either not applicable or the information is otherwise included.

EXHIBITS

(3) Exhibits. The following is a list of exhibits filed as a part of this Annual Report.

3.1	Articles of Incorporation (3)

3.2	Amended and Restated Articles of Incorporation (8)

3.3	Second Amended and Restated Articles of Incorporation (11)

3.4	Bylaws (3)

3.5	Certificate of Amendment of Bylaws (8)

3.6	Certificate of Determination of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (8)

4.1	Common Stock Certificate (2)

4.2	Warrant to Purchase 521,158 shares of Common Stock, dated December 19, 2008, issued to the United States Department of the Treasury (9)

4.3	Form of Debenture (10)

4.4	Form of Subscription Certificate (10)

10.1*	1997 Stock Option Plan and Form of Stock Option Agreement (1)

10.3*	Salary Continuation Agreement between Goleta National Bank and Llewellyn Stone, President and CEO (3)

10.17	Indemnification Agreement between the Company and Charles G. Baltuskonis, dated March 18, 2003 (4)

10.21	Assistant Secretary’s Certificate of Adoption of Amendment No. 1 to Community West Bancshares 1997 Stock Option Plan (5)

10.22*	Community West Bancshares 2006 Stock Option Plan (6)

10.23*	Community West Bancshares 2006 Stock Option Plan form of Stock Option Agreement (6)

10.25*	Employment and Confidentiality Agreement date July 1, 2007 among Community West Bank, Community West Bancshares and Charles G. Baltuskonis (7)

10.28	Letter Agreement, dated December 19, 2008, between Community West Bancshares and the United States Department of the Treasury, and the Securities Purchase Agreement - Standard Terms attached thereto and incorporated therein (9)

10.29	Letter Agreement, dated December 19, 2008, between Community West Bancshares and the United States Department of the Treasury regarding the Number of Director Positions (9)

10.31*	Agreement, dated December 19, 2008, between Community West Bancshares and Charles Baltuskonis regarding modifications to Benefit Plans (9)

10.34	Waiver of Charles Baltuskonis, dated December 19, 2008, waiving claims against Community West Bancshares and the United States Department of the Treasury as a result of modifications to Benefit Plans (9)

10.36*	Employment and Confidentiality Agreement, dated November 2, 2011, by and among Community West Bank, Community West Bancshares and Martin E. Plourd (12)

10.37*	Employment and Confidentiality Agreement, dated July 31, 2014, among Community West Bank, Community West Bancshares and Kristine Price. (13)

10.38*	Salary Continuation Agreement, dated January 28, 2014, between Community West Bank and Martin E. Plourd. (14)

Index

10.39*	Community West Bancshares 2014 Stock Option Plan and Form of Stock Option Agreement (15)

10.40*	Employment and Confidentiality Agreement dated December 1, 2014, among Community West Bank, Community West Bancshares and Charles Kohl**

21	Subsidiaries of the Registrant (6)

23.1	Consent of Ernst & Young LLP **

31.1	Certification of the Chief Executive Officer **

31.2	Certification of the Chief Financial Officer **

32.1	Certification pursuant to 18 U.S.C. Section 1350 **

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

(1)

Incorporated by reference from the Registrant's Registration Statement on Form S-8 filed with the Commission on December 31, 1997.

(2)

Incorporated by reference from the Registrant's Amendment to Registration Statement on Form 8-A filed with the Commission on March 12, 1998.

(3)

Incorporated by reference from the Registrant's Annual Report on Form 10-K filed with the Commission on March 26, 1998.

(4)

Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Commission on March 31, 2003.

(5)

Incorporated by reference from the Registrant’s Registration Statement on Form S-8 (File No 333-129898) filed with the Commission on November 22, 2005.

(6)

Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Commission on March 26, 2007.

(7)

Incorporated by reference from the Registrant’s Form 8-K filed with the Commission on July 2, 2007

(8)

Incorporated by reference from the Registrant’s Form 8-K filed with the Commission on December 18, 2008

(9)

Incorporated by reference from the Registrant’s Form 8-K filed with the Commission on December 24, 2008

(10)

Incorporated by reference from the Registrant's Amendment No. 2 to Registration Statement on Form S-1 filed with the Commission on April 30, 2010.

(11)

Incorporated by reference from the Registrant's Form 8-K filed with the Commission on June 6, 2011.

(12)

Incorporated by reference from the Registrant's Form 8-K filed with the Commission on November 3, 2011.

(13)

Incorporated by reference from Registrant’s Form 10-Q for the quarter and nine months ended September 30, 2014 filed with the Commission on November 7, 2014.

(14)

Incorporated by reference from the Registrant’s Form 8-K filed with the Commission on January 29, 2014.

(15)

Incorporated by reference from Registrant’s Statement on Form S-8 (File No 333-201281) filed with the Commission on December 29, 2014,

Indicates a management contract or compensatory plan or arrangement.

Filed herewith.

***

Furnished herewith.

100

Index

SIGNATURES

Pursuant to the requirements of Section 13 of 15(d) of the Securities and 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: March 6, 2015	By:	/s/ William R. Peeples
		William R. Peeples
		Chairman of the Board

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature	Title	Date

/s/ William R. Peeples	Director and Chairman of the Board	March 6, 2015
William R. Peeples

/s/ Martin E. Plourd	President and Chief Executive Officer	March 6, 2015
Martin E. Plourd	and Director (Principal Executive Officer)

/s/ Charles G. Baltuskonis	Executive Vice President and	March 6 2015
Charles G. Baltuskonis	Chief Financial Officer
	(Principal Financial and Accounting Officer)

/s/ Robert H. Bartlein	Director	March 6, 2015
Robert H. Bartlein

/s/ Jean W. Blois	Director	March 6, 2015
Jean W. Blois

/s/ John D. Illgen	Director and Secretary	March 6, 2015
John D. Illgen	of the Board

/s/ Eric Onnen	Director	March 6, 2015
Eric Onnen

/s/ Shereef Moharram	Director	March 6, 2015
Shereef Moharram

/s/ James R. Sims Jr.	Director	March 6, 2015
James R. Sims Jr.

/s/ Kirk B. Stovesand	Director	March 6, 2015
Kirk B. Stovesand

101

TABLE OF CONTENTS

Part I Item 1 . Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2 . Properties Item 3 . Legal Proceedings Item 4 . Mine Safety Disclosures ( Not Applicable)Part II Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6 . Selected Financial Data Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A . Quantitative and Qualitative Disclosure About Market Risk Item 8 . Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder Matters Item 13. Certain Relationships and Related Transactions and Director Independence Item 14. Principal Accounting Fees and Services Part IV Item 15. Exhibits and Financial Statement Schedules

Exhibits

10.40* Employment and Confidentiality Agreement dated December 1, 2014, among Community West Bank, Community West Bancshares and Charles Kohl** 23.1 Consent of Ernst & Young LLP ** 31.1 Certification of the Chief Executive Officer ** 31.2 Certification of the Chief Financial Officer ** 32.1 Certification pursuant to 18 U.S.C. Section 1350 **

CWBC 10-K Fiscal year ended Dec. 31, 2014

Exhibits