UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q

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

For the quarterly period ended September 30, 2017March 31, 2020 or

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

For the transition period from _________ to _________

Commission File Number:  000-23575

COMMUNITY WEST BANCSHARES
(Exact name of registrant as specified in its charter)

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

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

(805) 692-5821
(Registrant'sRegistrant’s telephone number, including area code)

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

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

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

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

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


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common stock of the registrant issued and outstanding of 8,178,5398,472,463 as of October 31, 2017.April 24, 2020.



Table of Contents

IndexPage
Part I.  Financial Information 
 Item 1 – Financial Statements 
  32
  43
  54
  65
  76
  87
 The financial statements included in this Form 10-Q should be read in conjunction with Community West Bancshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2016.2019. 
   
 3234
 4851
 4851
   
Part II. Other Information 
 4952
 4952
 4953
 4953
 4953
 4953
 4954
   
5054

PART I – FINANCIAL INFORMATION

Item 1.
Financial Statements

COMMUNITY WEST BANCSHARES
CONSOLIDATED BALANCE SHEETS

 
September 30,
2017
  
December 31,
2016
  
March 31,
2020
  
December 31,
2019
 
 (unaudited)     (unaudited)    
 (in thousands, except share amounts)  (in thousands, except share amounts) 
Assets:            
Cash and due from banks $2,356  $2,385  $3,000  $2,536 
Federal funds sold  13   16  2  3 
Interest-earning demand in other financial institutions  49,202   31,715   86,663   80,122 
Cash and cash equivalents  51,571   34,116  89,665  82,661 
Investment securities - available-for-sale, at fair value; amortized cost of $29,808 at September 30, 2017 and $22,731 at December 31, 2016  29,927   22,681 
Investment securities - held-to-maturity, at amortized cost; fair value of $8,384 at September 30, 2017 and $9,149 at December 31, 2016  8,190   9,002 
Investment securities - available-for-sale, at fair value; amortized cost of $18,226 at March 31, 2020 and $19,382 at December 31, 2019 18,059  19,264 
Investment securities - held-to-maturity, at amortized cost; fair value of $6,019 at March 31, 2020 and $6,302 at December 31, 2019 5,739  6,132 
Investment securities - measured at fair value; amortized cost of $66 at March 31, 2020 and December 31, 2019. 111  167 
Federal Home Loan Bank stock, at cost  2,347   2,070  2,970  2,714 
Federal Reserve Bank stock, at cost  1,373   1,373  1,373  1,373 
Loans:              
Held for sale, at lower of cost or fair value  58,561   61,416  39,458  42,046 
Held for investment, net of allowance for loan losses of $8,312 at September 30, 2017 and $7,464 at December 31, 2016  655,822   561,939 
Held for investment, net of allowance for loan losses of $9,167 at March 31, 2020 and $8,717 at December 31, 2019  733,371   724,800 
Total loans  714,383   623,355  772,829  766,846 
Other assets acquired through foreclosure, net  486   137  2,707  2,524 
Premises and equipment, net  5,132   3,931  7,501  7,655 
Other assets  15,741   13,907   24,254   24,534 
Total assets $829,150  $710,572  $925,208  $913,870 
Liabilities:              
Deposits:              
Non-interest-bearing demand $116,170  $100,372  $121,293  $110,843 
Interest-bearing demand  266,835   253,023  286,736  314,278 
Savings  14,619   14,007  16,016  15,689 
Certificates of deposit ($250,000 or more)  81,160   77,509  93,615  96,431 
Other certificates of deposit  218,370   167,325   193,939   213,693 
Total deposits  697,154   612,236  711,599  750,934 
Other borrowings  55,843   29,000  115,000  65,000 
Other liabilities  6,387   4,000   15,448   15,958 
Total liabilities  759,384   645,236   842,047   831,892 
        
Commitments and Contingencies (Note 12)      
Stockholders’ equity:              
Common stock — no par value, 60,000,000 shares authorized; 8,169,439 shares issued and outstanding at September 30, 2017 and 8,096,039 at December 31, 2016  42,376   41,575 
Common stock — no par value, 60,000,000 shares authorized; 8,472,463 shares issued and outstanding at March 31, 2020 and 8,472,463 at December 31, 2019 42,671  42,586 
Retained earnings  27,320   23,790  40,602  39,470 
Accumulated other comprehensive income (loss)  70   (29)
Accumulated other comprehensive (loss)  (112)  (78)
Total stockholders’ equity  69,766   65,336   83,161   81,978 
Total liabilities and stockholders’ equity $829,150  $710,572  $925,208  $913,870 

See the accompanying notes.

COMMUNITY WEST BANCSHARES
CONSOLIDATED INCOME STATEMENTS (unaudited)

 
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
  
Three Months Ended
March 31,
 
 2017  2016  2017  2016  2020  2019 
Interest income: (in thousands, except per share amounts)  (in thousands, except per share amounts) 
Loans, including fees $9,340  $8,228  $26,570  $22,817  $10,664  $10,541 
Investment securities and other  355   288   894   817   311   484 
Total interest income  9,695   8,516   27,464   23,634   10,975   11,025 
Interest expense:                      
Deposits  1,185   733   2,984   2,088  2,122  2,444 
Other borrowings  134   74   294   219   390   358 
Total interest expense  1,319   807   3,278   2,307   2,512   2,802 
Net interest income  8,376   7,709   24,186   21,327  8,463  8,223 
Provision (credit) for loan losses  159   22   423   (164)
(Credit) provision for loan losses  392   (57)
Net interest income after provision for loan losses  8,217   7,687   23,763   21,491   8,071   8,280 
Non-interest income:                      
Other loan fees  354   270   999   827  341  258 
Gains from loan sales, net 190   
Document processing fees  146   130   430   381  124  87 
Service charges  118   100   326   292  134  139 
Other  98   59   299   215   161   120 
Total non-interest income  716   559   2,054   1,715   950   604 
Non-interest expenses:                      
Salaries and employee benefits  3,839   3,809   11,566   10,755  4,398  4,381 
Occupancy, net  754   564   2,085   1,631  758  782 
Professional services 383  381 
Data processing 283  224 
Depreciation 208  213 
FDIC assessment 144  170 
Advertising and marketing 153  129 
Stock based compensation  283   97   454   261  85  95 
Professional services  281   196   759   653 
Data Processing  192   173   525   513 
FDIC assessment  172   74   461   270 
Depreciation  168   162   519   486 
Advertising and marketing  137   154   488   447 
Loan servicing and collection  35   108   196   198 
Other  526   499   1,264   1,464   317   342 
Total non-interest expenses  6,387   5,836   18,317   16,678   6,729   6,717 
Income before provision for income taxes  2,546   2,410   7,500   6,528  2,292  2,167 
Provision for income taxes  992   929   3,034   2,639   694   657 
Net income $1,554  $1,481  $4,466  $3,889  $1,598  $1,510 
Earnings per share:                      
Basic $0.19  $0.18  $0.55  $0.48  $0.19  $0.18 
Diluted $0.18  $0.18  $0.52  $0.46  $0.19  $0.18 
Weighted average number of common shares outstanding:                      
Basic  8,165   8,096   8,134   8,128  8,472  8,491 
Diluted  8,598   8,421   8,569   8,442  8,579  8,604 
Dividends declared per common share $0.04  $0.035  $0.115  $0.10  $0.055  $0.050 

See the accompanying notes.

COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

  
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
 2017  2016  2017  2016 
 (in thousands) 
Net income $1,554  $1,481  $4,466  $3,889 
Other comprehensive income, net:                
Unrealized income (loss) on securities available-for-sale (AFS), net (tax effect of $11, $32, ($70) and ($39) for each respective period presented)  (17)  (46)  99   55 
Net other comprehensive income (loss)  (17)  (46)  99   55 
Comprehensive income $1,537  $1,435  $4,565  $3,944 
  
Three Months Ended
March 31,
 
  2020  2019 
  (in thousands) 
Net income $1,598  $1,510 
Other comprehensive (loss) income, net:        
Unrealized (loss) income on securities available-for-sale (AFS), net (tax effect of $14 and $(5) for each respective period presented)  (34)  7 
Net other comprehensive (loss) income  (34)  7 
Comprehensive income $1,564  $1,517 

See the accompanying notes.

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

Three Months Ended March 31, 2020 Common Stock  
Accumulated
Other
Comprehensive
  Retained  
Total
Stockholders’
 
 Common Stock  
Accumulated
Other
Comprehensive
  Retained  
Total
Stockholders'
  Shares  Amount  Income (Loss)  Earnings  Equity 
 Shares  Amount  Income (Loss)  Earnings  Equity  (in thousands) 
 (in thousands) 
Balance, December 31, 2016:  8,096  $41,575  $(29) $23,790  $65,336 
Balance, December 31, 2019: 8,472  $42,586  $(78) $39,470  $81,978 
Net income           4,466   4,466        1,598  1,598 
Exercise of stock options  73   347         347           
Stock based compensation     454         454    85      85 
Common stock repurchase          
Dividends on common stock           (936)  (936)       (466) (466)
Other comprehensive income, net        99      99 
Balance, September 30, 2017  8,169  $42,376  $70  $27,320  $69,766 
Other comprehensive (loss), net        (34)     (34)
Balance, March 31, 2020  8,472  $42,671  $(112) $40,602  $83,161 

Three Months Ended March 31, 2019 Common Stock  
Accumulated
Other
Comprehensive
  Retained  
Total
Stockholders’
 
  Shares  Amount  Income (Loss)  Earnings  Equity 
  (in thousands) 
Balance, December 31, 2018:  8,533  $42,964  $(141) $33,328  $76,151 
Net income           1,510   1,510 
Exercise of stock options  6   43         43 
Stock based compensation     95         95 
Common stock repurchase  (89)  (929)        (929)
Dividends on common stock           (424)  (424)
Other comprehensive income, net        7      7 
Balance, March 31, 2019  8,450  $42,173  $(134) $34,414  $76,453 

See the accompanying notes.

COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

 
Nine Months Ended
September 30,
  Three Months Ended March 31, 
 2017  2016  2020  2019 
 (in thousands)  (in thousands) 
Cash flows from operating activities:            
Net income $4,466  $3,889  $1,598  $1,510 
Adjustments to reconcile net income to cash provided by operating activities:              
Provision (credit) for loan losses  423   (164) 392  (57)
Depreciation  519   486  208  213 
Stock based compensation  454   261  85  95 
Deferred income taxes  (714)  (304) 226  212 
Net accretion of discounts and premiums for investment securities  65   (82) 29  20 
(Gains)/Losses on:        
Sale of repossessed assets, net  (150)  14 
(Gains) Losses on:      
Sale of loans, net (190)  
Sale of assets, net   7 
Loans originated for sale and principal collections, net  2,855   2,107  2,588  1,360 
Changes in:              
Investment securities held at fair value 56  (24)
Other assets  (1,222)  (1,633) (113) 401 
Other liabilities  2,337   (208) (282) (22)
Servicing assets, net  54   50   (124)  8 
Net cash provided by operating activities  9,087   4,416   4,473   3,723 
Cash flows from investing activities:              
Principal pay downs and maturities of available-for-sale securities  2,315   9,483  1,136  582 
Purchase of available-for-sale securities  (9,413)  (7,840)
Purchases of securities held-to-maturity     (2,697
Proceeds from principal pay downs and maturities of securities held-to-maturity  796   498 
Principal pay downs and maturities of held-to-maturity securities 385  225 
Loan originations and principal collections, net  (94,808)  (60,322) (8,879) (3,169)
Purchase of restricted stock, net  (277)  (184) (256)  
Net decrease in interest-bearing deposits in other financial institutions     (1)
Purchase of premises and equipment, net  (1,720)  (881)  (54)  (33)
Proceeds from sale of other real estate owned and repossessed assets, net  303   342 
Net cash used in investing activities  (102,804)  (61,602)  (7,668)  (2,395)
Cash flows from financing activities:              
Net increase in deposits  84,918   46,263 
Net (decrease) increase in deposits (39,335) 18,723 
Net increase (decrease) in borrowings  26,843   (5,000) 50,000  (22,250)
Exercise of stock options  347   213    43 
Cash dividends paid on common stock  (936)  (813) (466) (424)
Common stock repurchase     (1,337)     (929)
Net cash provided by financing activities  111,172   39,326 
Net increase (decrease) cash and cash equivalents  17,455   (17,860)
Cash and cash equivalents at beginning of year  34,116   35,519 
Net cash provided (used) by financing activities  10,199   (4,837)
Net increase cash and cash equivalents 7,004  (3,509)
Cash and cash equivalents at beginning of period  82,661   56,915 
Cash and cash equivalents at end of period $51,571  $17,659  $89,665  $53,406 
Supplemental disclosure:              
Cash paid during the period for:              
Interest $3,118  $2,226  $2,134  $2,521 
Income taxes  2,380   4,200 
Non-cash investing and financing activity:              
Transfers to other assets acquired through foreclosure, net  502   213  106   
Operating lease right-of-use asset   8,350 
Operating lease liability   8,350 

See the accompanying notes.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

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

Basis of Presentation

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

Use of Estimates

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

Interim Financial Information

The accompanying unaudited consolidated financial statements as of March 31, 2020 and 2019, and for the three and nine months, ended September 30, 2017 and 2016 have been prepared in a condensed format, and therefore do not include all of the information and footnotes required by GAAP for complete financial statements.  These statements have been prepared on a basis that is substantially consistent with the accounting principles applied to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.2019.

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

Reclassifications

Certain amounts in the consolidated financial statements as of December 31, 20162019 and for the three and nine months ended September 30, 2016March 31, 2019 have been reclassified to conform to the current presentation.  The reclassifications have no effect on net income, comprehensive income or stockholders’ equity as previously reported.

Loans Held For Sale

Loans which are originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value determined on an aggregate basis.  Valuation adjustments, if any, are recognized through a valuation allowance by charges to lower of cost or fair value provision.  Loans held for sale are mostly comprised of SBAcommercial agriculture and commercial agriculture.Small Business Association (“SBA”).  The Company did not incur any lower of cost or fair value provision in the three and nine months ended September 30, 2017March 31, 2020 and 2016.2019.

Loans Held for Investment and Interest and Fees from Loans

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

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

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

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

Impaired loans:  A loan is considered impaired when, based on current information;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'sborrower’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 includedinclude 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.

Guidance on Non-TDR Loan Modifications due to COVID-19
On March 22, 2020, a statement was issued by banking regulators and titled “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19.  Additionally, Section 4013 of the Coronavirus Aid, Relief and Economic Security Act (Cares Act) that passed on March 27, 2020 further provides that a qualified loan modification is exempt by law from classification as a TDR as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak declared by the President of the United States under the National Emergencies Act (50 U.S.C. 1601 et seq.) terminates.  Accordingly, we are offering short-term modifications made in response to COVID-19 to borrowers who are current and otherwise not past due.  These include short-term, 180 days or less, modifications in the form of payment deferrals, fee waivers, extension of repayment terms, or other delays in payment that are insignificant.  The modifications completed in the three months ended March 31, 2020 were immaterial.

Allowance for Loan Losses and Provision for Loan Losses

The Company maintains a detailed, systematic analysis and procedural discipline to determine the amount of the allowance for loan losses (“ALL”). The ALL is based on estimates and is intended to be appropriate to provide for probable losses inherent in the loan portfolio. This process involves deriving probable loss estimates that are based on migration analysis and historical loss rates, in addition to qualitative factors that are based on management’s judgment. The migration analysis and historical loss rate calculations are based on the annualized loss rates utilizing a twelve-quarter loss history.and the Company extended its time horizon for the ALL methodology in 2019. 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.

OutstandingSubstantially Risk FreeThis  These borrowers have virtually no probability of default or loss given default and present no identifiable or potential adverse risk to the Company.  Documented repayment is either backed by the highest quality rating that is assigned to any loanfull faith and credit of the United States Government, or secured by cash collateral of the principal borrowed.  The collateral must be in the portfolio.  These loans are madepossession of the Company and free from potential claim.  In addition, these credits will conform in all aspects to established loan policies and procedures, laws, rules, and regulations.

Nominal Risk – This rating is for the highest quality borrowers with nominal probability of default or loss given default from the transaction.  Typically this is a borrower with a well-established record of financial performance, a strong equity position, abundant liquidity and excellent debt service ability.  The Borrower’s financial statementsoutlook is stable due to a broad range of operations or products and unquestionable repayment sources.  Collateral securingis able to weather an economic downturn without significant impact to liquidity or net worth.  Typically, this borrower will be publicly owned or have access to public debt or equity, all investment grade.  In addition, these types of credits are generally cash depositswill conform in all aspects to established loan policies and procedures, laws, rules, and regulations.  Transaction can include marketable securities as collateral, properly margined.

Pass/Management Attention Risk – The loans in the bank or marketable securities held in custody.
Good –four remaining pass categories range from minimal risk to moderate risk to acceptable risk to management attention risk. 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 categoryfirst three categories are acceptable loans, appropriately underwritten, bearing an ordinary risk of loss to the Company. Loans in this categorythe minimal and moderate risk categories 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. Loans rated management attention risk indicate that although the borrower meets the criteria for a rating of acceptable risk or better, the credit possesses an identified and elevated risk level that should be resolved in a short period of time.  Technical risks include, but are not limited to, inadequate or improperly executed documentation, which may be material, serious delays in the submission of financial reporting or covenant violations that are not indicative of a protracted trend.
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'smanagement’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution'sinstitution’s credit position at some future date.  Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

Substandard - A Substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.  These loans have a well-defined weakness or weaknesses that jeopardize full collection of amounts due.  They are characterized by the distinct possibility that the Company will sustain some loss if the 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, without clear support, also charged-off in full.

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

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

Consumer Loans

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

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

·Commercial Real Estate, Commercial, Commercial Agriculture, SBA, HELOC, Single Family Residential, and Consumer – Migration analysis combined with risk rating is used to determine the required ALL for all non-impaired loans.  In addition, the migration results are adjusted based upon qualitative factors that affect the specific portfolio category.  Reserves on impaired loans are determined based upon the individual characteristics of the loan.
·Manufactured Housing – The ALL is calculated on the basis of loss history and risk rating, which is primarily a function of delinquency.  In addition, the loss results are adjusted based upon qualitative factors that affect this specific portfolio.
The Company evaluates and individually assesses for impairment loans classified as substandard or doubtful in addition to loans either on nonaccrual, considered a TDR or when other conditions exist which lead management to review for possible impairment.   Measurement of impairment on impaired loans is determined on a loan-by-loan basis and in total establishes a specific reserve for impaired loans.  The amount of impairment is determined by comparing the recorded investment in each loan with its value measured by one of three methods:

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

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

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'borrowers’ ability to pay and/or the value of the underlying collateral.  Additional factors considered include: geographic location of borrowers, changes in the Company’s product-specific credit policy and lending staff experience.  These estimates depend on the outcome of future events and, therefore, contain inherent uncertainties.

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

·Concentrations of credit
·International risk
Trends in volume, maturity, and composition of loans
·Trends in volume, maturity, and composition of loans
Volume and trend in delinquency, nonaccrual, and classified assets
·Volume and trend in delinquency, nonaccrual, and classified assets
Economic conditions
·Economic conditions
Geographic distance
·Geographic distance
Policy and procedures or underwriting standards
·Policy and procedures or underwriting standards
Staff experience and ability
·Staff experience and ability
Value of underlying collateral
·Value of underlying collateral
Competition, legal, or regulatory environment
·Competition, legal, or regulatory environment
Results of outside exams and quality of loan review and Board oversight
·Results of outside exams and quality of loan review and Board oversight

Off Balance Sheet and Credit Exposure

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

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

Foreclosed Real Estate and Repossessed Assets

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

Income Taxes

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

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

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

Earnings Per Share

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

Recent Accounting Pronouncements

In May 2014, the FASB issued guidance codified within ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers,” whichEffective January 1, 2019, we adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2016-02, Leases (Topic 842).  This update amends the guidance in former Topic 605, Revenue Recognition.  The new revenueaccounting requirements for leases by requiring 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 nonfinanciallease liabilities and related right-of-use assets unless those contracts are within the scope of other standards.  ASU 2014-09 is effective for the Company for annual reporting periods beginning after December 15, 2016.  In August 2015, this effective date was extended for the Company to December 15, 2017.  The Company may elect to apply the amendments of this Update using one of the following two methods: 1) retrospectively to each prior reporting period presented or 2) retrospectively with the cumulative effect of initially applying this Update recognized at the date of initial application.  The Company has completed its evaluation of the impact of the new standard on its revenue sources, and continues to evaluate its effect on financial statement disclosures. The Company believes it is following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption of the standard effective the beginning of 2018 and does not expect the adoption of this standard to have a material impact on the Company’s Consolidated Financial Statements.
In January 2016,balance sheet.  Lessees are required to recognize a lease liability measured on a discounted basis, which is the FASB issued guidance codified within ASU 2016-01, “Financial Instruments – Overall, Subtopic 825-10: Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends certain guidance on classification and measurement of financial instruments.  The update is intendedlessee’s right to enhance the reporting model for financial instruments to provide users of financial instruments with more decision-useful information and addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments.  ASU 2016-01 is effective for the Company for annual reporting periods beginning after December 15, 2017.  The Company has evaluated the impact of the provisions in this standard on the Company’s Consolidated Financial Statements.  The adoption of this standard is not anticipated to have a material impact on the Company’s Consolidated Financial Statements.
In February 2016, the FASB amended its standards with respect to the accounting for leases.  The amended guidance serves to replace all current U.S. GAAP guidance on this topic and requires that an operating lease be recognized on the statement of financial condition as a “right-to-use” asset along with a corresponding liability representing the rent obligation.  Key aspects of current lessor accounting remain unchanged from existing guidance.  This standard is expected to result in an increase to assets and liabilities recognized and, therefore, increase risk-weighted assets for regulatory capital purposes.  The guidance requiresuse, or control the use of, a specified asset for the lease term.  We adopted Topic 842 using the modified retrospective transition approach for existing leases thatapproach.  We have not expired beforerecorded the date of initial application and will become effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  The standard is effective for the Company as of January 1, 2019.  The Company is currently evaluating the impact of the amended guidance on the Company’s Consolidated Financial Statements and has not yet determined the effect of the standardcumulative effects on our ongoing financial reporting.
In March 2016, the FASB issued update guidance codified within ASU-2016-09, “Compensation – Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting,” which amends the guidance on certain aspects of share-based payments to employees.  The new guidance will require entities to recognize all income tax effects of awards in the income statement when the awards vest or are settled.  The guidance requires the use of the modified retrospective transition method by means of a cumulative-effect adjustment to equitybalance sheet as of the beginningeffective date. As a result of the period in which the guidance is adopted.  The standardadoption, there was effective for the Company as of January 1, 2017.  The adoption of this standard did not have a materialno impact on net income.  We recorded operating lease right-of-use assets of $8.4 million and lease liabilities of $8.4 million upon adoption. As of March 31, 2020, the Company’s Consolidated Financial Statements.operating lease right-of-use assets was $6.1 million and lease liabilities of $6.1 million. As part of the adoption, we elected the package of practical expedients permitted under the transition guidance within Topic 842, which among other things, allowed us to carry forward the historical lease classifications.  Leases with a term of 12 months or less are not recorded on the balance sheet.  See Note 11, Leases for further information.

In June of 2016, the FASB issued updateupdated guidance codified within ASU-2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which amends the guidance for recognizing credit losses from an “incurred loss” methodology that delays recognition of credit losses until it is probable a loss has been incurred to an expected credit loss methodology. The guidance requires the use of the modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The standard is effective for the Company as of January 1, 2020.2023. The Company is currently evaluating the impact of the amended guidance and has not yet determined the effect of the standard on its ongoing financial reporting.

In March 2017, the FASB issued updated guidance codified within ASU-2017-08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20),” which is intended to enhance the accounting for the amortization of premiums for purchased callable debt securities. The standard is effective for the Company adopted this guidance as of January 1, 2019.  The Company does2019, which did not believe the standard will have a material impact on the Company’s financials. Consolidated Financial Statements.

In March 2020, the FASB issued updated guidance codified within ASU-2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. In response to the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The Company is currently evaluating the impact of the amended guidance and has not yet determined the effect of the standard on its ongoing financial reporting.

2.INVESTMENT SECURITIES

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

 September 30, 2017  March 31, 2020 
 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
(Losses)
  
Fair
Value
  
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
(Losses)
  
Fair
Value
 
Securities available-for-sale (in thousands)  (in thousands) 
U.S. government agency notes $14,525  $54  $(42) $14,537  $7,513  $  $(51) $7,462 
U.S. government agency collateralized mortgage obligations ("CMO")  15,217   78   (51)  15,244 
Equity securities: Farmer Mac class A stock  66   80      146 
U.S. government agency collateralized mortgage obligations (“CMO”)  10,713   27   (143)  10,597 
Total $29,808  $212  $(93) $29,927  $18,226  $27  $(194) $18,059 
                            
Securities held-to-maturity                            
U.S. government agency mortgage backed securities ("MBS") $8,190  $280  $(86) $8,384 
U.S. government agency mortgage backed securities (“MBS”) $5,739  $280  $  $6,019 
Total $8,190  $280  $(86) $8,384  $5,739  $280  $  $6,019 
            
Securities measured at fair value            
Equity securities: Farmer Mac class A stock $66  $45  $  $111 
Total $66  $45  $  $111 

 December 31, 2016  December 31, 2019 
 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
(Losses)
  
Fair
Value
  
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
(Losses)
  
Fair
Value
 
Securities available-for-sale (in thousands)  (in thousands) 
U.S. government agency notes $5,634  $  $(62) $5,572  $8,112  $  $(64) $8,048 
U.S. government agency collateralized mortgage obligations ("CMO")  17,031   48   (85)  16,994 
Equity securities: Farmer Mac class A stock  66   49      115 
U.S. government agency collateralized mortgage obligations (“CMO”)  11,270   23   (77)  11,216 
Total $22,731  $97  $(147) $22,681  $19,382  $23  $(141) $19,264 
                            
Securities held-to-maturity                            
U.S. government agency mortgage backed securities ("MBS") $9,002  $298  $(151) $9,149 
U.S. government agency mortgage backed securities (“MBS”) $6,132  $189  $(19) $6,302 
Total $9,002  $298  $(151) $9,149  $6,132  $189  $(19) $6,302 
            
Securities measured at fair value            
Equity securities: Farmer Mac class A stock $66  $101  $  $167 
Total $66  $101  $  $167 
13


At September 30, 2017March 31, 2020 and December 31, 2016, $38.02019, $23.8 million and $31.7$25.6 million of securities at carrying value, respectively, were pledged to the Federal Home Loan Bank (“FHLB”), as collateral for current and future advances.

13

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

 September 30, 2017  March 31, 2020 
 
Less than One
Year
  
One to Five
Years
  
Five to Ten
Years
  Over Ten Years  Total  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  Amount  Yield  Amount  Yield  Amount  Yield  Amount  Yield  Amount  Yield 
Securities available-for-sale (dollars in thousands)  (dollars in thousands) 
U.S. government agency notes $1,995   2.6% $1,864   1.6% $10,678   2.0% $     $14,537   2.0% $    $1,073  2.1% $6,389  2.6% $    $7,462  2.5%
U.S. government agency CMO        3,571   1.8%  8,694   1.7%  2,979   2.1%  15,244   1.8%  516  2.3%  8,773  1.4%  1,308  1.4%       10,597  1.4%
Farmer Mac class A stock                          146    
Total $1,995   2.6% $5,435   1.7% $19,372   1.9% $2,979   2.1% $29,927   1.9% $516  2.3% $9,846  1.4% $7,697  2.4% $    $18,059  1.9%
                                                                      
Securities held-to-maturity                                                                      
U.S. government agency MBS $     $2,086   3.7% $6,104   3.1% $     $8,190   3.2% $    $4,963  3.2% $  0.0% $776  3.6% $5,739  3.3%
Total $     $2,086   3.7% $6,104   3.1% $     $8,190   3.2% $    $4,963  3.2% $  0.0% $776  3.6% $5,739  3.3%
                              
Securities measured at fair value                              
Farmer Mac class A stock $    $    $    $    $111   
Total $    $    $    $    $111   

 December 31, 2016  December 31, 2019 
 
Less than One
Year
  
One to Five
Years
  
Five to Ten
Years
  Over Ten Years  Total  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  Amount  Yield  Amount  Yield  Amount  Yield  Amount  Yield  Amount  Yield 
Securities available-for-sale (dollars in thousands)  (dollars in thousands) 
U.S. government agency notes $1,973   2.6% $1,963   0.8% $1,636   1.3% $     $5,572   1.6% $    $1,094  2.3% $6,954  2.8% $    $8,048  2.8%
U.S. government agency CMO        2,063   1.9%  11,827   1.1%  3,104   1.5%  16,994   1.2%       3,766  2.1%  6,121  2.3%  1,329  2.4%  11,216  2.3%
Farmer Mac class A stock                          115    
Total $1,973   2.6% $4,026   1.4% $13,463   1.1% $3,104   1.5% $22,681   1.3% $    $4,860  2.2% $13,075  2.6% $1,329  2.4% $19,264  2.5%
                                                                      
Securities held-to-maturity                                                                      
U.S. government agency MBS $     $797   5.0% $5,531   3.2% $2,674   2.5% $9,002   3.2% $    $2,465  4.2% $2,887  2.9% $780  3.6% $6,132  3.5%
Total $     $797   5.0% $5,531   3.2% $2,674   2.5% $9,002   3.2% $    $2,465  4.2% $2,887  2.9% $780  3.6% $6,132  3.5%
                              
Securities measured at fair value                              
Farmer Mac class A stock $    $    $    $    $167   
Total $    $    $    $    $167   

14

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

 March 31,  December 31, 
  
September 30,
2017
    
December 31,
2016
   2020  2019 
 
Amortized
Cost
  
Estimated
Fair Value
  
Amortized
Cost
  
Estimated
Fair Value
  
Amortized
Cost
  
Estimated
Fair Value
  
Amortized
Cost
  
Estimated
Fair Value
 
Securities available-for-sale (in thousands)  (in thousands) 
Due in one year or less $1,996  $1,995  $1,995  $1,973  $505  $516  $  $ 
After one year through five years  5,447   5,435   4,027   4,026  9,930  9,846  4,884  4,860 
After five years through ten years  19,304   19,372   13,508   13,463  7,791  7,697  13,121  13,075 
After ten years  2,995   2,979   3,135   3,104         1,377   1,329 
Farmer Mac class A stock  66   146   66   115 
Total $18,226  $18,059  $19,382  $19,264 
 $29,808  $29,927  $22,731  $22,681             
Securities held-to-maturity                            
Due in one year or less $  $  $  $  $  $  $  $ 
After one year through five years  2,086   2,221   797   864  4,963  5,119  2,465  2,565 
After five years through ten years  6,104   6,163   5,531   5,762      2,887  2,892 
After ten years        2,674   2,523   776   900   780   845 
Total $5,739  $6,019  $6,132  $6,302 
 $8,190  $8,384  $9,002  $9,149             
Securities measured at fair value            
Farmer Mac class A stock $66  $111  $66  $167 
Total $66  $111  $66  $167 

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.
14


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

 September 30, 2017  March 31, 2020 
 
Less Than Twelve
Months
  
More Than Twelve
Months
  Total  Less Than Twelve Months  More Than Twelve Months  Total 
 
Gross
Unrealized
Losses
  
Fair
Value
  
Gross
Unrealized
Losses
  
Fair
Value
  
Gross
Unrealized
Losses
  
Fair
Value
  
Gross
Unrealized
Losses
  
Fair
Value
  
Gross
Unrealized
Losses
  
Fair
Value
  
Gross
Unrealized
Losses
  
Fair
Value
 
Securities available-for-sale(in thousands)  (in thousands) 
U.S. government agency notes $35  $8,452  $7  $1,384  $42  $9,836  $2  $1,117  $49  $6,344  $51  $7,461 
U.S. government agency CMO        51   3,562   51   3,562   18   2,075   125   6,524   143   8,599 
Equity securities: Farmer Mac class A stock                  
Total $20  $3,192  $174  $12,868  $194  $16,060 
 $35  $8,452  $58  $4,946  $93  $13,398                   
Securities held-to-maturity                                        
U.S. Government-agency MBS $  $  $86  $2,538  $86  $2,538  $  $  $  $  $  $ 
Total $  $  $86  $2,538  $86  $2,538  $  $  $  $  $  $ 
                  
Securities measured at fair value                  
Farmer Mac class A stock $  $  $  $  $  $ 
Total $  $  $  $  $  $ 

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

  December 31, 2019 
  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 $3  $1,126  $61  $6,922  $64  $8,048 
U.S. government agency CMO  25   5,275   52   2,264   77   7,539 
Total $28  $6,401  $113  $9,186  $141  $15,587 
Securities held-to-maturity                        
U.S. Government-agency MBS $  $  $19  $2,139  $19  $2,139 
Total $  $  $19  $2,139  $19  $2,139 
                         
Securities measured at fair value                        
Farmer Mac class A stock $  $  $  $  $  $ 
Total $  $  $  $  $  $ 

As of September 30, 2017March 31, 2020 and December 31, 2016,2019, there were 1221 and 1720 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 thingsthings: (i) the length of time and the extent to which the fair value has been less than costcost; (ii) the financial condition and near-term prospects of the issuerissuer; 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 September 30, 2017March 31, 2020 and December 31, 2016,2019, management believes the impairments detailed in the table above are temporary and no other-than-temporary impairment loss has been realized in the Company’s consolidated income statements.

3.LOANS HELD FOR SALE

SBA and Agriculture Loans

As of September 30, 2017March 31, 2020 and December 31, 2016,2019, the Company had approximately $22.4$9.4 million and $26.5$10.4 million, respectively, of SBA loans included in loans held for sale.  As of September 30, 2017March 31, 2020 and December 31, 2016,2019, the principal balance of SBA loans serviced for others was $11.2$4.6 million and $14.2$5.2 million, respectively.

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

As of September 30, 2017March 31, 2020 and December 31, 2016,2019, the Company had $36.2$30.1 million and $34.9$31.6 million of USDA loans included in loans held for sale, respectively. As of September 30, 2017March 31, 2020 and December 31, 2016,2019, the principal balance of USDA loans serviced for others was $1.2$1.9 million.

1516

4.LOANS HELD FOR INVESTMENT

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

  
September 30,
2017
    
December 31,
2016
   
March 31,
2020
  
December 31,
2019
 
 (in thousands)  (in thousands) 
Manufactured housing $216,572  $194,222  $263,484  $257,247 
Commercial real estate  343,771   272,142  391,207  385,642 
Commercial  76,250   70,369  68,271  69,843 
SBA  8,656   10,164  4,019  4,429 
HELOC  9,656   10,292  4,196  4,531 
Single family real estate  10,022   12,750  11,357  11,845 
Consumer  34   87   71   94 
  664,961   570,026  742,605  733,631 
Allowance for loan losses  (8,312)  (7,464) (9,167) (8,717)
Deferred fees, net  (702)  (453) (14) (58)
Discount on SBA loans  (125)  (170)  (53)  (56)
Total loans held for investment, net $655,822  $561,939  $733,371  $724,800 

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

 September 30, 2017  March 31, 2020 
 Current  
30-59
Days*
Past Due
  
60-89
Days*
Past Due
  
Over 90
Days*
Past Due
  
Total
Past Due
  Nonaccrual  Total  
Recorded
Investment
Over 90
Days
and
Accruing
  Current  
30-59 Days
Past Due
  
60-89 Days
Past Due
  
Over 90 Days
Past Due
  
Total
Past Due
  Nonaccrual  Total  
Recorded
Investment
Over 90 Days
and Accruing
 
 (in thousands)  (in thousands) 
Manufactured housing $215,854  $230  $  $  $230  $488  $216,572  $  $262,159  $362  $34  $  $396  $929  $263,484  $ 
Commercial real estate:                                                        
Commercial real estate  268,400               127   268,527     329,864          84  329,948   
SBA 504 1st trust deed  27,291               194   27,485     21,450     ��       21,450   
Land  5,010                  5,010     4,862            4,862   
Construction  42,749                  42,749     34,947            34,947   
Commercial  74,398   72         72   1,780   76,250     66,725  1      1  1,545  68,271   
SBA  7,973               683   8,656     3,644    17    17  358  4,019   
HELOC  9,437               219   9,656     4,196            4,196   
Single family real estate  9,842               180   10,022     11,331  26      26    11,357   
Consumer  34                  34      71                  71    
Total $660,988  $302  $  $  $302  $3,671  $664,961  $  $739,249  $389  $51  $  $440  $2,916  $742,605  $ 

  December 31, 2019 
  Current  
30-59 Days
Past Due
  
60-89 Days
Past Due
  
Over 90 Days
Past Due
  
Total
Past Due
  Nonaccrual  Total  
Recorded
Investment
Over 90 Days
and Accruing
 
  (in thousands) 
Manufactured housing $256,251  $156  $246  $  $402  $594  $257,247  $ 
Commercial real estate:                                
Commercial real estate  327,255               84   327,339    
SBA 504 1st trust deed  17,151   1,401         1,401      18,552    
Land  4,457                  4,457    
Construction  35,294                  35,294    
Commercial  68,224               1,619   69,843    
SBA  3,935   112         112   382   4,429    
HELOC  4,531                  4,531    
Single family real estate  11,813   32         32      11,845    
Consumer  94                  94    
Total $729,005  $1,701  $246  $  $1,947  $2,679  $733,631  $ 
* Table reports past dues based on Call Report definitions of number of payments past due.

1617

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

While we have experienced fluctuations in credit quality indicators in recent periods, credit quality remained stable at March 31, 2020.  However, the COVID-19 pandemic has led to the temporary closure of business throughout the communities in which we serve, which has led to increased unemployment. Therefore, we increased the economic factor in our ALL calculation during the quarter to account for inherent risk within the loan portfolio as of March 31, 2020.  We continue to monitor the economic impact from COVID-19 as it relates to credit risk to ensure the ALL is appropriate.

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

 
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
  Three Months Ended March 31, 
 2017  2016  2017  2016  2020  2019 
 (in thousands)  (in thousands) 
Beginning balance $7,994  $7,028  $7,464  $6,916  $8,717  $8,691 
Charge-offs  (33)  (100)  (203)  (162)   (17)
Recoveries  192   240   628   600   58   31 
Net recoveries  159   140   425   438  58  14 
Provision (credit)  159   22   423   (164)  392   (57)
Ending balance $8,312  $7,190  $8,312  $7,190  $9,167  $8,648 

As of September 30, 2017March 31, 2020 and December 31, 2016,2019, the Company had reserves for credit losses on undisbursed loans of $96,000$76,000 and $125,000,$85,000, respectively, which were included in other liabilities.
17


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

 For the Three Months Ended September 30,  For the Three Months Ended March 31, 
 
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  Total  
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  Total 
2017 (in thousands)    
2020 (in thousands) 
Beginning balance $2,124  $4,332  $1,262  $91  $98  $87  $  $7,994  $2,184  $5,217  $1,162  $32  $27  $92  $3  $8,717 
Charge-offs                 (33)     (33)                
Recoveries  38      43   104   7         192   6   20   27   3   2         58 
Net (charge-offs) recoveries  38      43   104   7   (33)     159 
Net recoveries 6  20  27  3  2      58 
Provision (credit)  (15)  359   (100)  (108)  (11)  34      159   174   247   (25)  (6)  (2)  4      392 
Ending balance $2,147  $4,691  $1,205  $87  $94  $88  $  $8,312  $2,364  $5,484  $1,164  $29  $27  $96  $3  $9,167 
                                                        
2016                                
2019                        
Beginning balance $2,188  $3,078  $1,251  $322  $62  $126  $1  $7,028  $2,196  $5,028  $1,210  $79  $90  $88  $  $8,691 
Charge-offs           (100)           (100)     (17)         (17)
Recoveries  121      40   12   66   1      240   6      19   5   1         31 
Net (charge-offs) recoveries  121      40   (88)  66   1      140 
Net recoveries 6    2  5  1      14 
Provision (credit)  (102)  194   66   (142)  (25)  31      22   (14)  30   7   (40)  (43)  3      (57)
Ending balance $2,207  $3,272  $1,357  $92  $103  $158  $1  $7,190  $2,188  $5,058  $1,219  $44  $48  $91  $  $8,648 
  For the Nine Months Ended September 30, 
  
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  Total 
2017 (in thousands)    
Beginning balance $2,201  $3,707  $1,241  $106  $100  $109  $  $7,464 
Charge-offs  (119)        (30)     (54)     (203)
Recoveries  105   227   116   168   11   1      628 
Net (charge-offs) recoveries  (14)  227   116   138   11   (53)     425 
Provision (credit)  (40)  757   (152)  (157)  (17)  32      423 
Ending balance $2,147  $4,691  $1,205  $87  $94  $88  $  $8,312 
                                 
2016                                
Beginning balance $3,525  $1,853  $939  $451  $43  $103  $2  $6,916 
Charge-offs  (41)        (121)           (162)
Recoveries  126   13   120   196   74   71      600 
Net (charge-offs) recoveries  85   13   120   75   74   71      438 
Provision (credit)  (1,403)  1,406   298   (434)  (14)  (16)  (1)  (164)
Ending balance $2,207  $3,272  $1,357  $92  $103  $158  $1  $7,190 

18

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
  
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  
Total
Loans
 
Loans Held for Investment as of
September 30, 2017:
 (in thousands) 
Loans Held for Investment as of March 31, 2020: (in thousands) 
Recorded Investment:                                                
Impaired loans with an allowance recorded $6,195  $574  $3,357  $  $  $2,009  $  $12,135  $5,327  $  $  $  $  $465  $  $5,792 
Impaired loans with no allowance recorded  2,263      2,027   728   219   180      5,417   2,467   316   1,694   357      1,848      6,682 
Total loans individually evaluated for impairment  8,458   574   5,384   728   219   2,189      17,552  7,794  316  1,694  357    2,313    12,474 
Loans collectively evaluated for impairment  208,114   343,197   70,866   7,928   9,437   7,833   34   647,409   255,690   390,891   66,577   3,662   4,196   9,044   71   730,131 
Total loans held for investment $216,572  $343,771  $76,250  $8,656  $9,656  $10,022  $34  $664,961  $263,484  $391,207  $68,271  $4,019  $4,196  $11,357  $71  $742,605 
Unpaid Principal Balance                                                        
Impaired loans with an allowance recorded $6,201  $672  $3,357  $  $  $2,009  $  $12,239  $5,327  $  $  $  $  $465  $  $5,792 
Impaired loans with no allowance recorded  3,666      2,035   1,046   249   221      7,217   3,336   382   1,950   718      1,848      8,234 
Total loans individually evaluated for impairment  9,867   672   5,392   1,046   249   2,230      19,456  8,663  382  1,950  718    2,313    14,026 
Loans collectively evaluated for impairment  208,114   343,197   70,866   7,928   9,437   7,833   34   647,409   255,690   390,891   66,577   3,662   4,196   9,044   71   730,131 
Total loans held for investment $217,981  $343,869  $76,258  $8,974  $9,686  $10,063  $34  $666,865  $264,353  $391,273  $68,527  $4,380  $4,196  $11,357  $71  $744,157 
Related Allowance for Credit Losses                                                        
Impaired loans with an allowance recorded $457  $12  $140  $  $  $27  $  $636  $324  $  $  $  $  $17  $  $341 
Impaired loans with no allowance recorded                                                
Total loans individually evaluated for impairment  457   12   140         27      636  324          17    341 
Loans collectively evaluated for impairment  1,690   4,679   1,065   87   94   61      7,676   2,040   5,484   1,164   29   27   79   3   8,826 
Total loans held for investment $2,147  $4,691  $1,205  $87  $94  $88  $  $8,312  $2,364  $5,484  $1,164  $29  $27  $96  $3  $9,167 

19

 
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  
 
Total
Loans
  
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  
Total
Loans
 
Loans Held for Investment as of
December 31, 2016:
 (in thousands) 
Loans Held for Investment as of December 31, 2019: (in thousands) 
Recorded Investment:                                                
Impaired loans with an allowance recorded $6,065  $1,112  $3,749  $70  $45  $2,039  $  $13,080  $5,702  $  $  $  $  $470  $  $6,172 
Impaired loans with no allowance recorded  2,846      31   1,067   328   191      4,463   2,296   318   1,802   382      1,858      6,656 
Total loans individually evaluated for impairment  8,911   1,112   3,780   1,137   373   2,230      17,543  7,998  318  1,802  382    2,328    12,828 
Loans collectively evaluated for impairment  185,311   271,030   66,589   9,027   9,919   10,520   87   552,483   249,249   385,324   68,041   4,047   4,531   9,517   94   720,803 
Total loans held for investment $194,222  $272,142  $70,369  $10,164  $10,292  $12,750  $87  $570,026  $257,247  $385,642  $69,843  $4,429  $4,531  $11,845  $94  $733,631 
Unpaid Principal Balance                                                        
Impaired loans with an allowance recorded $6,133  $1,253  $3,749  $70  $57  $2,039  $  $13,301  $5,702  $  $  $  $  $470  $  $6,172 
Impaired loans with no allowance recorded  4,369      31   1,538   348   226      6,512   3,134   384   2,156   736      1,858      8,268 
Total loans individually evaluated for impairment  10,502   1,253   3,780   1,608   405   2,265      19,813  8,836  384  2,156  736    2,328    14,440 
Loans collectively evaluated for impairment  185,311   271,030   66,589   9,027   9,919   10,520   87   552,483   249,249   385,324   68,041   4,047   4,531   9,517   94   720,803 
Total loans held for investment $195,813  $272,283  $70,369  $10,635  $10,324  $12,785  $87  $572,296  $258,085  $385,708  $70,197  $4,783  $4,531  $11,845  $94  $735,243 
Related Allowance for Credit Losses                                                        
Impaired loans with an allowance recorded $548  $17  $165  $  $1  $28  $  $759  $334  $  $  $  $  $18  $  $352 
Impaired loans with no allowance recorded                                                
Total loans individually evaluated for impairment  548   17   165      1   28      759  334          18    352 
Loans collectively evaluated for impairment  1,653   3,690   1,076   106   99   81      6,705   1,850   5,217   1,162   32   27   74   3   8,365 
Total loans held for investment $2,201  $3,707  $1,241  $106  $100  $109  $  $7,464  $2,184  $5,217  $1,162  $32  $27  $92  $3  $8,717 

Included in impaired loans are $2.1$0.5 million and $1.0$0.6 million of loans guaranteed by government agencies at September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively.  A valuation allowance is established for an impaired loan when the fair value of the loan is less than the recorded investment.  In certain cases, portions of impaired loans are charged-off to realizable value instead of establishing a valuation allowance and are included, when applicable in the table below as “Impaired loans without specific valuation allowance under ASC 310.”  The valuation allowance disclosed above is included in the allowance for loan losses reported in the consolidated balance sheets as of September 30, 2017March 31, 2020 and December 31, 2016.2019.

20

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

 
September 30,
2017
  
December 31,
2016
  
March 31,
2020
  
December 31,
2019
 
 (in thousands)  (in thousands) 
Impaired loans with a specific valuation allowance under ASC 310 $12,135  $13,080  $5,792  $6,172 
Impaired loans without a specific valuation allowance under ASC 310  5,417   4,463   6,682   6,656 
Total impaired loans $17,552  $17,543  $12,474  $12,828 
Valuation allowance related to impaired loans $636  $759  $341  $352 
 
20

The following table summarizes impaired loans by class of loans:

  
September 30,
2017
    
December 31,
2016
   
March 31,
2020
  
December 31,
2019
 
 (in thousands)  (in thousands) 
Manufactured housing $8,458  $8,911  $7,794  $7,998 
Commercial real estate :              
Commercial real estate  127   142  84  84 
SBA 504 1st trust deed  447   970  232  234 
Land          
Construction          
Commercial  5,384   3,780  1,694  1,802 
SBA  728   1,137  357  382 
HELOC  219   373     
Single family real estate  2,189   2,230  2,313  2,328 
Consumer      
Total $17,552  $17,543  $12,474  $12,828 

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

 Three Months Ended September 30,  Three Months Ended March 31, 
 2017  2016  2020  2019 
 
Average
Investment
in Impaired
Loans
  
Interest
Income
  
Average
Investment
in Impaired
Loans
  
Interest
Income
  
Average
Investment
in Impaired
Loans
  
Interest
Income
  
Average
Investment
in Impaired
Loans
  
Interest
Income
 
 (in thousands)  (in thousands) 
Manufactured housing $7,483  $174  $8,306  $174  $7,923  $135  $10,386  $166 
Commercial real estate:                            
Commercial real estate  120   1   510     84    98   
SBA 504 1st trust deed  402   5   1,148   5  234  4  239  4 
Land                    
Construction                    
Commercial  4,789   54   3,346   49  1,754  2  7,573  43 
SBA  662   1   1,266   41  371    790   
HELOC  214      510         193  5 
Single family real estate  1,951   25   2,134   26  2,329  31  2,618  34 
Consumer                        
Total $15,621  $260  $17,220  $295  $12,695  $172  $21,897  $252 
  Nine Months Ended September 30, 
  2017  2016 
  
Average
Investment
in Impaired
Loans
  
Interest
Income
  
Average
Investment
in Impaired
Loans
  
Interest
Income
 
  (in thousands) 
Manufactured housing $7,634  $488  $8,482  $499 
Commercial real estate:                
Commercial real estate  123   1   682   3 
SBA 504 1st  523   15   1,625   33 
Land            
Construction            
Commercial  4,486   155   3,190   148 
SBA  767   3   891   97 
HELOC  273      410   7 
Single family real estate  1,973   75   2,173   83 
Consumer            
Total $15,779  $737  $17,453  $870 

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

21

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

  
September 30,
2017
    
December 31,
2016
   
March 31,
2020
  
December 31,
2019
 
 (in thousands)  (in thousands) 
Nonaccrual loans $3,671  $3,117  $2,916  $2,679 
Government guaranteed portion of loans included above $1,834  $742  $272  $290 
              
Troubled debt restructured loans, gross $13,784  $14,437  $10,451  $10,774 
Loans 30 through 89 days past due with interest accruing $302  $  $440  $1,947 
Loans 90 days or more past due with interest accruing $  $  $  $ 
Allowance for loan losses to gross loans held for investment  1.25%  1.31%  1.23%  1.19%

The accrual of interest is discontinued when substantial doubt exists as to collectability of the loan; generally at the time the loan is 90 days delinquent.  Any unpaid but accrued interest is reversed at that time.  Thereafter, interest income is no longer recognized on the loan.  Interest income may be recognized on impaired loans to the extent they are not past due by 90 days.  Interest on nonaccrual loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual.  Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured.  Foregone interest on nonaccrual and TDR loans for the three months ended September 30, 2017March 31, 2020 and 20162019, was $0.1$0.1 million.  Foregone interest on nonaccrual and TDR loans for the nine months ended September 30, 2017 and 2016 was $0.3 million.

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

  
September 30,
2017
    
December 31,
2016
   
March 31,
2020
  
December 31,
2019
 
 (in thousands)  (in thousands) 
Manufactured housing $488  $800  $929  $594 
Commercial real estate:              
Commercial real estate  127   141  84  84 
SBA 504 1st trust deed  194   712     
Land          
Construction          
Commercial  1,780   31  1,545  1,619 
SBA  683   868  358  382 
HELOC  219   373     
Single family real estate  180   192     
Consumer            
Total $3,671  $3,117  $2,916  $2,679 

Included in nonaccrual loans are $1.8$0.3 million of loans guaranteed by government agencies at September 30, 2017March 31, 2020 and $0.7$0.3 million at December 31, 2016.2019.

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 andrates loans with potential problem loansproblems as “Special Mention,” “Substandard,” “Doubtful” and “Loss”.  For a detailed discussion on these risk classifications see “Note 1 Summary of Significant Accounting Policies - Allowance for Loan Losses and Provision for Loan Losses” of this Form 10-Q.   Loans that do not currently expose the Company to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses that deserve management’s close attention are deemed to be Special Mention.. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution'sinstitution’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.

22

The following tables present gross loans by risk rating:

 September 30, 2017  March 31, 2020 
 Pass  Special Mention  Substandard  Doubtful  Total  Pass  Special Mention  Substandard  Doubtful  Total 
 (in thousands)  (in thousands) 
Manufactured housing $214,559  $  $2,013  $  $216,572  $262,356  $  $1,128  $  $263,484 
Commercial real estate:                                   
Commercial real estate  268,399      127      268,526  326,383  1,926  1,639    329,948 
SBA 504 1st trust deed  26,798      687      27,485  20,815  338  296    21,449 
Land  5,010            5,010  4,862        4,862 
Construction  39,535   3,215         42,750  32,856    2,091    34,947 
Commercial  70,181   889   3,619      74,689  65,060  1,010  1,611    67,681 
SBA  6,759   104   413      7,276  2,891    294    3,185 
HELOC  9,437      219      9,656  4,196        4,196 
Single family real estate  9,837      185      10,022  11,352    5    11,357 
Consumer  34            34   71            71 
Total, net  650,549   4,208   7,263      662,020   730,842   3,274   7,064      741,180 
Government guarantee        2,941      2,941         1,425      1,425 
Total $650,549  $4,208  $10,204  $  $664,961  $730,842  $3,274  $8,489  $  $742,605 

 December 31, 2016  December 31, 2019 
 Pass  Special Mention  Substandard  Doubtful  Total  Pass  Special Mention  Substandard  Doubtful  Total 
 (in thousands)  (in thousands) 
Manufactured housing $191,784  $  $2,438  $  $194,222  $256,430  $  $817  $  $257,247 
Commercial real estate:                                   
Commercial real estate  212,259   1,988   142      214,389  323,748  3,507  84    327,339 
SBA 504 1st trust deed  22,664      1,215      23,879  18,250    302    18,552 
Land  3,167            3,167  4,457        4,457 
Construction  30,707            30,707  33,280    2,014    35,294 
Commercial  63,002   7,268   99      70,369  66,525  170  1,619    68,314 
SBA  8,297   108   389       8,794  2,379  28  1,154     3,561 
HELOC  9,671      621      10,292  4,531        4,531 
Single family real estate  12,553      197      12,750  11,840    5    11,845 
Consumer  87            87   94            94 
Total, net  554,191   9,364   5,101  $   568,656   721,534   3,705   5,995  $   731,234 
Government guarantee        1,370      1,370      1,530   867      2,397 
Total $554,191  $9,364  $6,471  $  $570,026  $721,534  $5,235  $6,862  $  $733,631 

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.

23

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

For the Three Months Ended September 30, 2017  For the Three Months Ended March 31, 2020 
 
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
  
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)  (dollars in thousands) 
Manufactured housing  2  $363  $363  $363  $363  $24   1  $56  $56  $56  $56  $1 
Commercial  1   14   14      14    
Total  3  $377  $377  $363  $377   24   1  $56  $56  $56  $56  $1 

For the Nine Months Ended September 30, 2017  For the Three Months Ended March 31, 2019 
 
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
  
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)   (dollars in thousands) 
Manufactured housing  9  $807  $807  $807  $807  $45 
Commercial  2   102   102      102   2 
SBA  1   17   17      17   1   1  $48  $48  $48  $  $ 
Total  12  $926  $926  $807  $926  $48   1  $48  $48  $48  $  $ 
 For the Three Months Ended September 30, 2016 
  
Number
of Loans
 
Pre-
Modification
Recorded
Investment
 
Post
Modification
Recorded
Investment
 
Balance of
Loans with
Rate
Reduction
 
Balance of
Loans with
Term
Extension
 
Effect on
Allowance
for
Loan
Losses
 
 (dollars in thousands) 
Manufactured Housing  10  $735  $735  $735  $735  $40 
Total  10  $735  $735  $735  $735  $40 
  For the Nine Months Ended September 30, 2016 
  
Number
of Loans
  
Pre-
Modification
Recorded
Investment
  
Post
Modification
Recorded
Investment
  
Balance of
Loans with
Rate
Reduction
  
Balance of
Loans with
Term
Extension
  
Effect on
Allowance
for
Loan
Losses
 
  (dollars in thousands) 
Manufactured housing  20  $1,619  $1,619  $1,619  $1,619  $98 
SBA  1   92   92   -   92   - 
HELOC  1   257   257   -   257   - 
Single family real estate  1   105   105   105   105   7 
Commercial  3   718   718   -   718   7 
Total  26  $2,791  $2,791  $1,724  $2,791  $112 

The average rate concessions were 100 basis points and 97 basis points, respectively,There was one new TDR loan for the three and nine months ended September 30, 2017March 31, 2020 and 2019.  The rate concession was 100 basis points and 81 basis points for the three and nine months ended September 30, 2016.March 31, 2020 and 200 basis points for the three months ended March 31, 2019.  The average term extension in months was 126 and 138181 for the third quarterthree months ended March 31, 2020 and year-to-date 2017, and 179 and 152the term extension was 47 for the third quarter and year-to-date 2016, respectively.three months ended March 31, 2019.

A TDR loan is deemed to have a payment default when the borrower fails to make 2two consecutive payments or the collateral is transferred to repossessed assets.  The Company had no TDR’s with payment defaults for the three or nine months ended September 30, 2017March 31, 2020 or 2016.2019.

At September 30, 2017March 31, 2020 there were no material loan commitments outstanding on TDR loans.

24Guidance on Non-TDR Loan Modifications due to COVID-19


COVID-19.  Additionally, Section 4013 of the Coronavirus Aid, Relief and Economic Security Act (CARES Act) that passed on March 27, 2020 further provides that a qualified loan modification is exempt by law from classification as a TDR as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak declared by the President of the United States under the National Emergencies Act (50 U.S.C. 1601 et seq.) terminates.  Accordingly, we are offering short-term modifications made in response to COVID-19 to borrowers who are current and otherwise not past due.  These include short-term, 180 days or less, modifications in the form of payment deferrals, fee waivers, extension of repayment terms, or other delays in payment that are insignificant.  The modifications completed in the three months ended March 31, 2020 were immaterial.

5.OTHER ASSETS ACQUIRED THROUGH FORECLOSURE

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

 
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
  Three Months Ended March 31, 
2017  2016  2017  2016  2020  2019 
(in thousands)  (in thousands) 
Balance, beginning of period $362  $129  $137  $198  $2,524  $ 
Additions  132   48   502   213  106   
Proceeds from dispositions  (60)  (115)  (303)  (342)    
Gains (loss) on sales, net  52   (7)  150   (14)
Gain (loss) on foreclosed assets, net 77   
Third-party portion of writedown/loss      
Balance, end of period $486  $55  $486  $55  $2,707  $ 

24

Table of Contents
Other assets acquired through foreclosure consist primarily of properties acquired as a result of, or in-lieu-of, foreclosure.  Properties or other assets (primarily manufactured housing) are classified as other real estate owned and other repossessed assets and are reported at fair value at the time of foreclosure less estimated costs to sell.  Costs relating to development or improvement of the assets are capitalized and costs related to holding the assets are charged to expense.  The balance is primarily attributable to a single commercial agricultural relationship.

6.FAIR VALUE MEASUREMENT

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

·Level 1— Observable quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
·Level 2— Observable quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, matrix pricing or model-based valuation techniques where all significant assumptions are observable, either directly or indirectly in the market.
·Level 3— Model-based techniques where all significant assumptions are not observable, either directly or indirectly, in the market.  These unobservable assumptions reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques may include use of discounted cash flow models and similar techniques.

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

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

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

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in any estimation technique.  Therefore, for substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction at September 30, 2017March 31, 2020 and December 31, 2016.2019.  The estimated fair value amounts for September 30, 2017March 31, 2020 and December 31, 20162019 have been measured as of period-end, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those dates.  As such, the estimated fair values of these financial instruments subsequent to the reporting date may be different than the amounts reported at the period-end.

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

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

25

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:
     Fair Value Measurements at the End of the
Reporting Period Using:
    
September 30, 2017 
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
  
Significant
Other
Observable
Inputs
(Level 2)
  
Significant
Unobservable
Inputs
(Level 3)
  
Fair
Value
 
March 31, 2020 
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)  (in thousands) 
Investment securities measured at fair value $111  $  $  $111 
Investment securities available-for-sale $146  $29,781  $  $29,927    18,059    18,059 
Interest only strips        96   96      38  38 
Servicing assets        118   118         970   970 
 $146  $29,781  $214  $30,141 
Total $111  $18,059  $1,008  $19,178 

 
Fair Value Measurements at the End of the
Reporting Period Using:
     Fair Value Measurements at the End of the
Reporting Period Using:
    
December 31, 2016 
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
  
Significant
Other
Observable
Inputs
(Level 2)
  
Significant
Unobservable
Inputs
(Level 3)
  
Fair
Value
 
December 31, 2019 
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)  (in thousands) 
Investment securities measured at fair value $167  $  $  $167 
Investment securities available-for-sale $115  $22,566  $  $22,681    19,264    19,264 
Interest only strips        119   119      41  41 
Servicing assets        158   158         846   846 
 $115  $22,566  $277  $22,958 
Total $167  $19,264  $887  $20,318 

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

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

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

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

26

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:
     
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)
  Total  
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
  
Active Markets
for Similar
Assets
(Level 2)
  
Unobservable
Inputs
(Level 3)
 
(in thousands)  (in thousands) 
September 30, 2017:        
March 31, 2020:            
Impaired loans $3,381  $  $3,381  $  $2,506  $  $2,506  $ 
Loans held for sale 42,942    42,942   
Foreclosed real estate and repossessed assets  486      486      2,707      2,707    
 $3,867  $  $3,867  $ 
Total $48,155  $  $48,155  $ 

    
Fair Value Measurements at the End of the
Reporting Period Using:
     
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)
  Total  
Quoted Prices in
Active
Markets for
Identical Assets
(Level 1)
  
Active Markets
for Similar
Assets
(Level 2)
  
Unobservable
Inputs
(Level 3)
 
(in thousands)  (in thousands) 
December 31, 2016:        
December 31, 2019:            
Impaired loans $2,008  $  $2,008  $  $2,334  $  $2,334  $ 
Loans held for sale 42,900    42,900   
Foreclosed real estate and repossessed assets  137      137      2,524      2,524    
 $2,145  $  $2,145  $ 
Total $47,758  $  $47,758  $ 

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

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

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

27

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

 September 30, 2017  March 31, 2020 
 Carrying
Amount
   Fair Value   Carrying  Fair Value 
Level 1  Level 2  Level 3  Total Amount  Level 1  Level 2  Level 3  Total 
Financial assets:(in thousands)  (in thousands) 
Cash and cash equivalents $51,571  $51,571  $  $  $51,571  $89,665  $89,665  $  $  $89,665 
FRB and FHLB stock  3,720      3,720      3,720  4,343    4,343    4,343 
Investment securities  38,117   146   38,165      38,311  23,909  111  24,078    24,189 
Loans, net  714,383      700,025   10,246   710,271  772,829    767,822  9,395  777,217 
Financial liabilities:                                   
Deposits  697,154      670,435      670,435  711,599    752,858    752,858 
Other borrowings  55,843      55,842      55,842  115,000    105,674    105,674 

 December 31, 2016  December 31, 2019 
 Carrying
Amount
   Fair Value   Carrying  Fair Value 
Level 1  Level 2  Level 3  Total Amount  Level 1  Level 2  Level 3  Total 
Financial assets:(in thousands)  (in thousands) 
Cash and cash equivalents $34,116  $34,116  $  $  $34,116  $82,661  $82,661  $  $  $82,661 
FRB and FHLB stock  3,443      3,443      3,443  4,087    4,087    4,087 
Investment securities  31,683   115   31,715      31,830  25,563  167  25,399    25,566 
Loans, net  623,355      599,919   14,775   614,694  766,846    752,287  9,907  762,194 
Financial liabilities:                                   
Deposits  612,236      612,215      612,215  750,934    751,398    751,398 
Other borrowings  29,000      28,999      28,999  65,000    65,236    65,236 

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

Cash and cash equivalents

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

Investment securities

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

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

Federal Reserve Stock and Federal Home Loan Bank Stock

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

Loans Held for Sale

Loans held for sale are carried at the lower of cost or fair value.  The fair value of loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics or based on the agreed-upon sale price.  As such, the Company classifies the fair value of loans held for sale as a non-recurring valuation within Level 2 of the fair value hierarchy.  At September 30, 2017March 31, 2020 and December 31, 2016,2019, the Company had loans held for sale with an aggregate carrying value of $58.6$39.5 million and $61.4$42.0 million respectively.

28

Table of Contents
Loans

Fair value forof loans is estimated based onby calculating loan level fair values for all loans utilizing a discounted cash flows using interest rates currently being offeredflow methodology incorporating “exit pricing” analytics in conformance with ASU 2016-01.  All active loans were valued in the portfolio as of date of exercise, excluding any loans held for loanssale, and utilized assumptions such as probability of default, loss given default, recovery delay and prepayment assumptions.  Fair value was calculated in accordance 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, theASC 820.  The fair value for loans is categorized as Level 2 in the fair value hierarchy.  Fair values of impaired loans using a discounted cash flow method to measure impairment have been categorized as Level 3.
28


Deposits

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

Federal Home Loan Bank advances and other borrowings

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

Off-balance sheet instruments

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

There were no$0.6 million standby letters of credit outstanding at September 30, 2017 orMarch 31, 2020 and zero at December 31, 2016.2019.  Unfunded loan commitments at September 30, 2017March 31, 2020 and December 31, 20162019 were $70.3$59.8 million and $82.9$57.5 million, respectively.

7.OTHER BORROWINGS

Federal Home Loan Bank Advances – The Company through the bank has a blanket lien credit line with the FHLB.  FHLB advances are collateralized in the aggregate by CWB’s eligible loans and securities.  Total FHLB advances were $52.0$105.0 million and $25.0$65.0 million at September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively, borrowed at fixed rates.  The Company also had $125.0$89.3 million of letters of credit with FHLB at September 30, 2017March 31, 2020 to secure public funds.  At September 30, 2017,March 31, 2020, CWB had pledged to the FHLB $38.0$23.8 million of securities and $212.6$329.9 million of loans.  At September 30, 2017,March 31, 2020, CWB had $61.2$32.9 million available for additional borrowing.  At December 31, 2016,2019, CWB had pledged to the FHLB $31.7$25.6 million of securities and $161.3$324.2 million of loans.  At December 31, 2016,2019, CWB had $56.8$60.5 million available for additional borrowing. Total FHLB interest expense for the three months ended September 30, 2017March 31, 2020 and 2016March 31, 2019 was $77,000$0.4 million and $7,000, respectively.  Total FHLB interest expense for the nine months ended September 30, 2017 and 2016 was $175,000 and $21,000,$0.3 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 September 30, 2017March 31, 2020 and December 31, 2016.2019.  Available borrowing capacity was $101.6$110.7 million and $95.1$108.6 million as of September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively.

Federal Funds Purchased Lines The Company has federal funds borrowing lines at correspondent banks totaling $20.0 million. There was no amount outstanding as of September 30, 2017March 31, 2020 and December 31, 2016.2019.

Line of Credit - In July of 2017,2019, the Company entered into a one-yearchange of terms on its revolving line of credit agreement for up to $15.0$10.0 million.  The Company must maintain a compensating deposit with the lender of 25% of the outstanding principal balance in a non-interest-bearing deposit account, which was $1.0$2.5 million at September 30, 2017.March 31, 2020.  In addition, the Company must maintain a minimum debt service coverage ratio of 1.65, a minimum Tier 1 leverage ratio of 7.0% and a minimum total risked based capital ratio of 10.0%.  At September 30, 2017,As of March 31, 2020, the outstanding balance of the revolving line of credit balance was $3.8$10.0 million at a rate of 4.98%5.33%.

29

8.STOCKHOLDERS’ EQUITY

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

 
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
  Three Months Ended March 31, 
2017  2016  2017  2016  2020  2019 
 
Unrealized holding
gains (losses) on AFS
  
Unrealized holding
gains (losses) on AFS
  
Unrealized holding
gains (losses) on AFS
 
(in thousands)  (in thousands) 
Beginning balance $87  $33  $(29) $(68) $(78) $(141)
Other comprehensive income before reclassifications  (17)  (46)  99   55  (34) 7 
Amounts reclassified from accumulated other comprehensive income                  
Net current-period other comprehensive income  (17)  (46)  99   55   (34)  7 
Ending Balance $70  $(13) $70  $(13) $(112) $(134)
There were no reclassifications out of accumulated other comprehensive income for the three months ended September 30, 2017 or 2016.

Common Stock

On August 24, 2017,February 28, 2019, the Board of Directors extendedincreased the common stock repurchase program of up to $3.0$4.5 million for two additional years.and extended the repurchase program until August 31, 2021.  Under this program the Company has repurchased 187,569350,189 common stock shares for $1.4$3.0 million at an average price of $7.25$8.71 per share.  There were no repurchases of common stock shares repurchased under this program during the three or nine months ended September 30, 2017.March 31, 2020.

During the three and nine months ended September 30, 2017,March 31, 2020 and 2019, the Company paid common stock dividends of $0.3 million and $0.9 million, respectively. During the three and nine months ended September 30, 2016, the Company paid common stock dividends of $0.3 million and $0.8 million, respectively.
Common Stock Warrant
The Warrant issued as part of the TARP provides for the purchase of up to 521,158 shares of the common stock, at an exercise price of $4.49 per share (“Warrant Shares”).  The Warrant is immediately exercisable and expires on December 19, 2018.  The exercise price and the ultimate number of shares of common stock that may be issued under the Warrant are subject to certain anti-dilution adjustments, such as upon stock splits or distributions of securities or other assets to holders of the common stock, and upon certain issuances of the common stock at or below a specified price relative to the then current market price of the common stock.  In the second quarter of 2013, the Treasury sold its warrant position to a private investor.  Pursuant to the Securities Purchase Agreement, the private investor has agreed not to exercise voting power with respect to any Warrant Shares. $0.5 million.

9.CAPITAL REQUIREMENT

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

In November 2019, the federal banking agencies jointly issued a final rule which provides for an additional optional, simplified measure of capital adequacy, the community bank leverage ratio framework. The final rule was effective January 1, 2020. Under this framework the bank would choose the option of using the community bank leverage ratio (CBLR).  In order to qualify, a community banking organization is defined as having less than $10 billion in total consolidated assets, a leverage ratio greater than 9%, off-balance sheet exposures of 25% or less of total consolidated assets, and trading assets and liabilities of 5% or less of total consolidated assets. A CBLR bank may opt out of the framework at any time, without restriction, by reverting to the generally applicable risk-based capital rules. The Company chose the CBLR option for calculation of its capital ratio in the first quarter of 2020.

30

The following tables illustrates the Bank’s regulatory ratios and the Federal Reserve’s current adequacy guidelines as of September 30, 2017March 31, 2020 and December 31, 2016.2019.  The Federal Reserve’s fully phased-in guidelines applicable in 2019 are also summarized.

  
Total Capital
(To Risk-
Weighted
Assets)
  
Tier 1 Capital
(To Risk-
Weighted
Assets)
  
Common
Equity
Tier 1
(To Risk-
Weighted
Assets)
  
Leverage
Ratio/Tier
1 Capital
(To
Average
Assets)
 
September 30, 2017            
CWB's actual regulatory ratios  11.48%  10.26%  10.26%  8.90%
Minimum capital requirements  8.00%  6.00%  4.50%  4.00%
Well-capitalized requirements  10.00%  8.00%  6.50%  5.00%
Minimum capital requirements including fully-phased in capital conservation buffer (2019)  10.50%  8.50%  7.00%  N/A 
  
Total
Capital
(To Risk-
Weighted
Assets)
  
Tier 1
Capital
(To Risk-
Weighted
Assets)
  
Common
Equity
Tier 1
(To Risk-
Weighted
Assets)
  
Leverage
Ratio/Tier
1 Capital
(To
Average
Assets)
  
Community
Banking
Leverage
Ratio
 
March 31, 2020               
CWB’s actual regulatory ratios  11.60%  10.42%  10.42%  9.21%  9.21%
Minimum capital requirements  8.00%  6.00%  4.50%  4.00%  8.00%
Well-capitalized requirements  10.00%  8.00%  6.50%  N/A   9.00%
Minimum capital requirements including fully-phased in capital conservation buffer  10.50%  8.50%  7.00%  N/A   N/A 

  
Total Capital
(To Risk-
Weighted
Assets)
  
Tier 1
Capital
(To Risk-
Weighted
Assets)
  
Common
Equity
Tier 1
(To Risk-
Weighted
Assets)
  
Leverage
Ratio/Tier
1 Capital
(To
Average
Assets)
 
December 31, 2016            
CWB's actual regulatory ratios  12.27%  11.04%  11.04%  10.08%
Minimum capital requirements  8.00%  6.00%  4.50%  4.00%
Well-capitalized requirements  10.00%  8.00%  6.50%  5.00%
Minimum capital requirements including fully-phased in capital conservation buffer (2019)  10.50%  8.50%  7.00%  N/A 
  
Total Capital
(To Risk-
Weighted
Assets)
  
Tier 1
Capital
(To Risk-
Weighted
Assets)
  
Common
Equity
Tier 1
(To Risk-
Weighted
Assets)
  
Leverage
Ratio/Tier
1 Capital
(To
Average
Assets)
 
December 31, 2019            
CWB’s actual regulatory ratios  11.41%  10.28%  10.28%  9.06%
Minimum capital requirements  8.00%  6.00%  4.50%  4.00%
Well-capitalized requirements  10.00%  8.00%  6.50%  N/A 
Minimum capital requirements including fully-phased in capital conservation buffer  10.50%  8.50%  7.00%  N/A 

The Company has evaluated the impact of the Final Rules and believes that, as of September 30, 2017, the Company would meet all capital adequacy requirements under the Basel III capital rules on a fully phased-in basis as if all such requirements were currently in effect.  There are no conditions or events since September 30, 2017March 31, 2020 that management believes have changed the Company’s or the Bank’s risk-based capital category.

31

10.REVENUE RECOGNITION

The Company adopted ASU No, 2014-09 “Revenue from Contracts with Customers” (Topic 606) and all subsequent ASUs that modified Topic 606 on January 1, 2018.

Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain non-interest income streams such as servicing rights, financial guarantees and certain credit card fees are also not in scope of the new guidance. Topic 606 is applicable to non-interest income streams such as deposit related fees, interchange fees and merchant income.  However the recognition of these income streams did not change upon the adoption of Topic 606. Substantially all of the Company’s revenue is generated from contracts with customers.  Non-interest revenue streams in-scope of Topic 606 are discussed below.

Service Charges on Deposit Accounts

Service charges on deposit accounts consist of monthly service fees, check orders, account analysis fees, and other deposit account related fees. The Company’s performance obligation for monthly service fees and account analysis fees is generally satisfied, and the related income recognized, over the period in which the service is provided. Check orders and other deposit related fees are largely transactional based and, therefore, the Company’s performance obligation is satisfied and related income recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

Exchange Fees and Other Service Charges

Exchange fees and other service charges are primarily comprised of debit and credit card income, merchant services income, ATM fees and other service charges.  Debit and credit card income is primarily comprised of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa or MasterCard.  Merchant services income is primarily fees charged to merchants to process their debit and credit card transactions.  ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM.  Other service charges include fees from processing wire transfers, cashier’s checks and other services. The Company’s performance obligation for exchange and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for periods indicated.

Non-interest income Three Months Ended March 31, 
  2020  2019 
In-scope of Topic 606: (in thousands) 
Service charges on deposit accounts $120  $125 
Exchange fees and other service charges  40   35 
Non-interest income (in-scope of Topic 606)  160   160 
Non-interest income (out-of-scope of Topic 606)  790   444 
Total $950  $604 

Contract Balances

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s non-interest income streams are largely based on transactional activity.  Consideration is often received immediately or shortly after the Company satisfies its performance obligation and income is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances.  As of March 31, 2020 and December 31, 2019, the Company did not have any signficant contract balances.

Contract Acquisition Costs

In connection with the adoption of Topic 606, an entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less.  Upon adoption of Topic 606, the Company did not capitalize any contract acquisition cost.

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11.LEASES

As described in Note 1 – Summary of Significant Accounting Policies – Recent Accounting Pronouncements, effective January 1, 2019, we adopted Topic 842.  We have operating leases for office space.  Our office leases are typically for terms of between 2 and 10 years.  Rents usually increase annually in accordance with defined rent steps or based on current year consumer price index adjustments.  When renewal options exist, we generally do not deem them to be reasonably certain to be exercised, and therefore the amounts are not recognized as part of our lease liability nor our right-of-use asset.  As part of the adoption, we elected the package of practical expedients permitted under the transition guidance, but not the hindsight practical expedient.  As of March 31, 2020, the balance of the right-of-use assets was $6.1 million and the lease liabilities were $6.1 million.  The right-of-use assets are included in other assets and the lease liabilities are included in other liabilities in the accompanying Consolidated Balance Sheets.

  Three Months Ended March 31, 
  2020  2019 
Lease cost: (in thousands) 
Operating lease cost  277   
303
 
Sublease income     
 
Total lease cost  277   
303
 
         
Other information        
Cash paid for amounts included in the measurement of lease liabilities     
 
Operating cash flows from operating leases  274   
293
 
Weighted average remaining lease term - operating leases 9.52 Years  10.63 years 
Weighted average discount rate - operating leases  3.24%  
3.25
%

Future minimum operating lease payments:

  March 31, 
  2020  2019 
  (in thousands) 
2019 $  
$
881
 
2020  741   
1,104
 
2021  884   
975
 
2022  779   
873
 
2023  705   
802
 
2024  713   
813
 
Thereafter  3,291   
4,227
 
Total future minimum lease payments $7,113  
$
9,675
 
Less remaining imputed interest  1,021   
1,552
 
Total lease liabilities $6,092  
$
8,123
 

12.RISKS AND UNCERTAINTIES

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 as a global pandemic, which continues to spread throughout the United States and around the world. The COVID-19 pandemic has adversely affected, and may continue to adversely affect economic activity globally, nationally and locally. Actions taken around the world to help mitigate the spread of COVID-19 include restrictions on travel, quarantines in certain areas, and forced closures for certain types of public places and businesses. COVID-19 and actions taken to mitigate the spread of it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. Due to the COVID-19 pandemic, market interest rates have declined significantly, with the 10-year Treasury bond falling below 1.00 percent on March 3, 2020 for the first time. Such events also may adversely affect business and consumer confidence, generally, and the Company and its customers, and their respective suppliers, vendors and processors, may be adversely affected. On March 3, 2020, the Federal Open Market Committee reduced the targeted federal funds interest rate range by 50 basis points to 1.00 percent to 1.25 percent. This range was further reduced to 0 percent to 0.25 percent on March 16, 2020. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted to, among other provisions, provide emergency assistance for individuals, families and businesses affected by the COVID-19 pandemic. These reductions in interest rates and other effects of the COVID-19 pandemic may adversely affect the Company’s financial condition and results of operations in future periods. It is unknown how long the adverse conditions associated with the COVID-19 pandemic will last and what the complete financial effect will be to the Company. It is reasonably possible that estimates made in the financial statements could be materially and adversely impacted in the near term as a result of these conditions, including expected credit losses on loan receivables.

33

ITEM 2.
MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion is designed to provide insight into management’s assessment of significant trends related to the Company'sCompany’s consolidated financial condition, results of operations, liquidity, capital resources and interest rate sensitivity.  It should be read in conjunction with the Company’s unaudited interim consolidated financial statements and notes thereto included herein and the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,2019, and the other financial information appearing elsewhere in this report.

Forward Looking Statements

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

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

·general economic conditions, either nationally or locally in some or all areas in which business is conducted, or conditions in the real estate or securities markets or the banking industry which could affect liquidity in the capital markets, the volume of loan origination, deposit flows, real estate values, the levels of non-interest income and the amount of loan losses;
·changes in existing loan portfolio composition and credit quality, and changes in loan loss requirements;
·legislative or regulatory changes which may adversely affect the Company’s business;
·the water shortage in certain areas of California and its impact on the economy;
·the Company’s success in implementing its new business initiatives, including expanding its product line, adding new branches and successfully building its brand image;
·changes in interest rates which may reduce or increase net interest margin and net interest income;
·increases in competitive pressure among financial institutions or non-financial institutions;
·technological changes which may be more difficult to implement or more expensive than anticipated;
·changes in borrowing facilities, capital markets and investment opportunities which may adversely affect the business;
·changes in accounting principles, policies or guidelines which may cause conditions to be perceived differently;
·litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, which may delay the occurrence or non-occurrence of events longer than anticipated;
·the ability to originate loans with attractive terms and acceptable credit quality;
·the ability to attract and retain key members of management;
·the ability to realize cost efficiencies; and
·a failure or breach of our operational or security systems or infrastructure.
a failure or breach of our operational or security systems or infrastructure;
a return of recessionary conditions could result in increases in our level of non-performing loans and/or reduce demand for our products and services; and
risks related to health epidemics.

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Table of Contents
For additional information regarding risks that may cause our actual results to differ materially from any forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20162019 and in item 1A of Part II of this Quarterly Report.

Financial Overview and Highlights

Community West Bancshares (“CWBC”) incorporated under the laws of the state of California, is a bank holding company headquartered in Goleta, California providing full service banking and lending through its wholly-owned subsidiary Community West Bank (“CWB” or the “Bank”), which has seveneight California branch banking offices in Goleta, Santa Barbara,Ventura, Santa Maria, Ventura,Santa Barbara, Westlake Village, San Luis Obispo, and Oxnard, and a loan production office in Paso Robles.  These entities are collectively referred to herein as the “Company”. The Westlake Village branch is scheduled to close June 12, 2020.

After a good beginning in terms of loan growth and initiatives in the first two months of 2020, March brought the year of unprecedented change.  The Federal Reserve decreased its overnight rate by 50 basis points on March 3, 2020.  As we were adjusting to that change, they again decreased the rate on March 15, 2020 by a before unseen 100 basis points.  Unexpected and unprecedented changes have occurred as a result of COVID-19.  The pandemic has created significant market volatility, economic uncertainty, and disruption to normal business operations around the world, with slowdowns and shutdowns affecting entire industries.  The California governor issued a stay-at-home order on March 19, 2020, which limits gatherings and travel and requires workers who are not necessary to sustain or protect life to stay at home.  The orders, as a result of COVID-19, have led to financial stress for many businesses and workers throughout the communities we serve.

The CARES Act, a massive and unprecedented federal government support program, was enacted on March 27, 2020.  It is a $2 trillion stimulus package intended to provide financial relief across the country.  The CARES Act includes the Paycheck Protection Program (PPP), which enables small businesses to obtain a forgivable Small Business Association (SBA) loan to meet payroll, rent, utility, and mortgage interest obligations for the 8-week period following the loan origination, and re-open quickly once the public health crisis ends. We are proud to facilitate SBA PPP loans to businesses throughout the communities we serve. Bank regulators issued an interim rule that neutralizes the regulatory capital effects by allowing a zero percent risk weight, for capital purposes to loans originated under the PPP and exclusion from average assets used for the leverage ratio as long as the loans are pledged to the Federal Reserve Bank’s Paycheck Protection Program Liquidity Fund (PPPLF) program.  The capital rule was issued April 9, 2020 and is effective immediately.

The Company has held discussions with many of our customers and they have expressed their general concern about the uncertain economic conditions.  At this time, we believe it is premature to predict the magnitude of the impact.  Measures we have taken to assist our customers include loan programs that provide short-term relief.  Under these programs, borrowers who were in good standing as of the date of the request, can elect to defer full or partial payments for up to a 180-day period.  Bank regulators issued a statement on March 22, 2020, and a revised statement on April 7, 2020, which provides confirmation that short-term loan modifications made on a good faith basis in response to COVID-19 to borrowers with a current payment status are not Troubled Debt Restructured (TDR) loans.  These programs, along with the SBA PPP, could mask or delay the detection or reporting of deterioration in credit quality indicators.

The extent to which COVID-19 impacts our business will depend on future developments, which are highly uncertain and cannot be predicted.  Future developments include new information which may emerge concerning the severity of COVID-19 and the actions to contain the coronavirus or treat its impact, among others.  We expect the significance of the COVID-19 pandemic, including the extent of its effect on our financial and operational results, to be dictated by, among other factors, its duration, the success of efforts to contain it and the impact of actions taken in response.  Uncertainty created by the COVID-19 pandemic is pervasive, and the pandemic will likely impact our operations, customers, and various areas of risk; however, we are unable at this time, to estimate the impact of the COVID-19 pandemic on our ongoing financial and operational results.

3235

Financial Result Highlights for the ThirdFirst Quarter of 20172020

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

Net income ofwas $1.6 million, or $0.18$0.19 per diluted share, in the third quarter of 2017 (3Q17)1Q20, compared to a net income of$2.7 million, or $0.32 per diluted share in 4Q19, and $1.5 million, or $0.18 per diluted share in 1Q19.
Provision for loan losses was $392,000 for the third quarter, compared to a year ago (3Q16).credit for loan losses of ($210,000) for 4Q19, and a credit for loan losses of ($57,000) for 1Q19.
Net interest margin of 3.97% for 1Q20, compared to 4.07% for 4Q19 and 3.99% for 1Q19.
The significant factors impacting
Total deposits decreased to $711.6 million at March 31, 2020, compared to $750.9 million at December 31, 2019, and $734.7 million at March 31, 2019.
Total demand deposits represented 57.3% of total deposits at March 31, 2020. Non-interest-bearing demand deposits increased $10.5 million to $121.3 million compared to $110.8 million at December 31, 2019 and decreased $14.2 million compared to $135.5 million at March 31, 2019.
Total loans increased $6.4 million during the Company’s third quarter earnings performance were:to $782.0 million at March 31, 2020 compared to $775.6 million at December 31, 2019, and increased $11.9 million compared to $770.1 million at March 31, 2019.
Book value per common share increased to $9.82 at March 31, 2020, compared to $9.68 at December 31, 2019, and $9.05 at March 31, 2019.
·Net income of $1.6 million in 3Q17 compared to $1.5 million in 3Q16.
Net non-accrual loans of $2.6 million at March 31, 2020, compared to $2.4 million at December 31, 2019, and $3.3 million at March 31, 2019.
Other assets acquired through foreclosure, net was $2.7 million at March 31, 2020, compared to $2.5 million at December 31, 2019, and zero at March 31, 2019.

·Net interest margin for 3Q17 was 4.27% compared to 4.36% in 3Q16.

·Total net loans increased $91.0 million to $714.4 million at September 30, 2017 compared to $623.4 million at December 31, 2016.

·Total deposits increased $85.0 million to $697.2 million at September 30, 2017 from $612.2 at December 31, 2016.

·Non-interest-bearing deposits increased $15.8 million to $116.2 million at September 30, 2017 from $100.4 at December 31, 2016.

·Net nonaccrual loans decreased 40% to $1.8 million at September 30, 2017, compared to $3.0 million at September 30, 2016, and down 25% from $2.4 million at December 31, 2016.

·Allowance for loan losses was $8.3 million at September 30, 2017, or 1.25% of total loans held for investment compared to 1.31% at December 31, 2016 and 1.33% at September 30, 2016.

·Key asset quality ratios improved for Q3 2017 compared to Q3 2016.  Nonaccrual loans and net other assets acquired through foreclosure to total assets improved to 0.28% from 0.46% in Q3 2016 and net nonaccrual loans to gross loans improved to 0.25% at the end of Q3 2017 compared to 0.50% at the end of Q3 2016.
The impact to the Company from these items, and others of both a positive and negative nature, will be discussed in more detail as they pertain to the Company’s overall comparative performance for the three and nine months ended September 30, 2017March 31, 2020 throughout the analysis sections of this report.

Critical Accounting Policies

A number of critical accounting policies are used in the preparation of the Company’s consolidated financial statements.  These policies relate to areas of the financial statements that involve estimates and judgments made by management.  These include provision and allowance for loan losses and investment securities.  These critical accounting policies are discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20162019 with a description of how the estimates are determined and an indication of the consequences of an over or under estimate.

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Table of Contents
RESULTS OF OPERATIONS

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

 
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
 2017  2016  2017  2016  Three Months Ended March 31, 
 (in thousands, except per share amounts)  2020  2019 
             (dollars in thousands) 
Net income $1,554  $1,481  $4,466  $3,889  $1,598  $1,510 
Basic earnings per share  0.19   0.18   0.55   0.48  0.19  0.18 
Diluted earnings per share  0.18   0.18   0.52   0.46  0.19  0.18 
Total assets  829,150   664,536   829,150   664,536  925,208  882,394 
Gross loans  714,383   594,712   714,383   594,712 
Total loans 772,829  761,418 
Total deposits  697,154   590,601   697,154   590,601  711,599  734,729 
Total stockholders' equity  69,766   64,212   69,766   64,212 
Total stockholders’ equity 83,161  76,453 
Book value per common share  8.54   7.93   8.54   7.93  9.82  9.05 
Net interest margin  4.27%  4.81%  4.36%  4.58% 3.97% 3.99%
Return on average assets  0.78%  0.91%  0.79%  0.82% 0.73% 0.71%
Return on average stockholders' equity  8.88%  9.17%  8.80%  8.19%
Return on average stockholders’ equity 7.76% 7.99%
33


The following table sets forth a summary financial overview for the comparable three months ended September 30, 2017March 31, 2020 and 2016:2019:

 
Three Months Ended
September 30,
  Increase  
Nine Months Ended
September 30,
  Increase 
 2017  2016  (Decrease)  2017  2016  (Decrease)  Three Months Ended March 31,  Increase 
 (in thousands, except per share amounts)  2020  2019  (Decrease) 
Consolidated Income Statement Data:                   (dollars in thousands) 
Interest income $9,695  $8,516  $1,179  $27,464  $23,634  $3,830  $10,975  $11,025  $(50)
Interest expense  1,319   807   512   3,278   2,307   971   2,512   2,802   (290)
Net interest income  8,376   7,709   667   24,186   21,327   2,859  8,463  8,223  240 
Provision (credit) for loan losses  159   22   137   423   (164)  587 
Credit (provision) for loan losses  392   (57)  449 
Net interest income after provision for loan losses  8,217   7,687   530   23,763   21,491   2,272  8,071  8,280  (209)
Non-interest income  716   559   157   2,054   1,715   339  950  604  346 
Non-interest expenses  6,387   5,836   551   18,317   16,678   1,639   6,729   6,717   12 
Income before income taxes  2,546   2,410   136   7,500   6,528   972  2,292  2,167  125 
Provision for income taxes  992   929   63   3,034   2,639   395   694   657   37 
Net income $1,554  $1,481  $73  $4,466  $3,889  $577  $1,598  $1,510  $88 
Income per share - basic $0.19  $0.18  $0.01  $0.55  $0.48  $0.07  $0.19  $0.18  $0.01 
Income per share - diluted $0.18  $0.18  $-  $0.52  $0.46  $0.06  $0.19  $0.18  $0.01 

3437

Interest Rates and Differentials

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

 Three Months Ended September 30,  Three Months Ended March 31, 
 2017  2016  2020  2019 
 
Average
Balance
  Interest  
Average
Yield/Cost
(2)
  
Average
Balance
  Interest  
Average
Yield/Cost
(2)
  
Average
Balance
  Interest  
Average
Yield/Cost
(2)
  
Average
Balance
  Interest  
Average
Yield/Cost
(2)
 
Interest-Earning Assets (in thousands)  (in thousands) 
Federal funds sold and interest-earning deposits $27,787  $77   1.10% $22,251  $25   0.45% $41,470  $126  1.22% $30,505  $167  2.22%
Investment securities  42,382   278   2.60%  33,797   263   3.10% 29,057  185  2.56% 36,186  317  3.55%
Loans (1)  708,244   9,340   5.23%  581,477   8,228   5.63%  787,537   10,664   5.45%  768,253   10,541   5.56%
Total earnings assets  778,413   9,695   4.94%  637,525   8,516   5.31% 858,064  10,975  5.14% 834,944  11,025  5.36%
Nonearning Assets                                          
Cash and due from banks  2,419           2,759          3,053        3,172       
Allowance for loan losses  (8,159)          (7,132)         (8,880)       (8,740)      
Other assets  19,606           15,982           34,181         30,308       
Total assets $792,279          $649,134          $886,418        $859,684       
Interest-Bearing Liabilities                                          
Interest-bearing demand deposits  265,546   294   0.44%  250,332   235   0.37% 283,209  719  1.02% 284,120  831  1.19%
Savings deposits  14,266   29   0.81%  14,214   27   0.76% 15,707  30  0.77% 15,219  31  0.83%
Time deposits  294,385   862   1.16%  222,189   471   0.84%  301,399   1,373   1.83%  304,042   1,582   2.11%
Total interest-bearing deposits  574,197   1,185   0.82%  486,735   733   0.60% 600,315  2,122  1.42% 603,381  2,444  1.64%
Other borrowings  29,677   134   1.79%  10,446   74   2.82%  68,571   390   2.29%  49,942   358   2.91%
Total interest-bearing liabilities  603,874   1,319   0.87%  497,181   807   0.65% 668,886  2,512  1.51% 653,323  2,802  1.74%
Noninterest-Bearing Liabilities                                          
Noninterest-bearing demand deposits  113,598           84,359          117,890        113,572       
Other liabilities  5,369           3,334          16,827        16,106       
Stockholders' equity  69,438           64,260         
Total Liabilities and Stockholders' Equity $792,279          $649,134         
Stockholders’ equity  82,815         76,683       
Total Liabilities and Stockholders’ Equity $886,418        $859,684       
Net interest income and margin (3)     $8,376   4.27%     $7,709   4.81%    $8,463  3.97%    $8,223  3.99%
Net interest spread (4)          4.07%          4.66%       3.63%       3.62%

(1)Includes nonaccrual loans.
(2)Annualized.
(3)Net interest margin is computed by dividing net interest income by total average earning assets.
(4)Net interest spread represents average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

3538

  Nine Months Ended September 30, 
  2017  2016 
  
Average
Balance
  Interest  
Average
Yield/Cost
(2)
  
Average
Balance
  Interest  
Average
Yield/Cost
(2)
 
Interest-Earning Assets (in thousands) 
Federal funds sold and interest-earning deposits $23,827  $162   0.91% $25,381  $95   0.50%
Investment securities  39,717   732   2.46%  35,153   722   2.74%
Loans (1)  677,445   26,570   5.24%  561,365   22,817   5.43%
Total earnings assets  740,989   27,464   4.96%  621,899   23,634   5.08%
Nonearning Assets                        
Cash and due from banks  2,275           2,708         
Allowance for loan losses  (7,870)          (7,017)        
Other assets  18,746           15,356         
Total assets $754,140          $632,946         
Interest-Bearing Liabilities                        
Interest-bearing demand deposits  260,754   790   0.41%  249,319   689   0.37%
Savings deposits  14,154   83   0.78%  14,112   82   0.78%
Time deposits  273,979   2,111   1.03%  215,308   1,317   0.82%
Total interest-bearing deposits  548,887   2,984   0.73%  478,739   2,088   0.58%
Other borrowings  27,660   294   1.42%  10,482   219   2.79%
Total interest-bearing liabilities  576,547   3,278   0.76%  489,221   2,307   0.63%
Noninterest-Bearing Liabilities                        
Noninterest-bearing demand deposits  104,998           76,511         
Other liabilities  4,704           3,819         
Stockholders' equity  67,891           63,395         
Total Liabilities and Stockholders' Equity $754,140          $632,946         
Net interest income and margin (3)     $24,186   4.36%     $21,327   4.58%
Net interest spread (4)          4.20%          4.45%
(1)Includes nonaccrual loans.
(2)Annualized.
(3)Net interest margin is computed by dividing net interest income by total average earning assets.
(4)Net interest spread represents average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.
The table below sets forth the relative impact on net interest income of changes in the volume of earning assets and interest-bearing liabilities and changes in rates earned and paid by the Company on such assets and liabilities.  For purposes of this table, nonaccrual loans have been included in the average loan balances.

  
Three Months Ended September 30,
2017 versus 2016
    
Nine Months Ended September 30,
2017 versus 2016
   
Three Months Ended March 31,
2020 versus 2019
 
Increase (Decrease)
Due to Changes in (1)
  
Increase (Decrease)
Due to Changes in (1)
 
Increase (Decrease)
Due to Changes in (1)
 
 Volume  Rate  Total  Volume  Rate  Total  Volume  Rate  Total 
 (in thousands)  (in thousands)  (in thousands) 
Interest income:                           
Federal funds sold and interest-earning deposits $15  $37  $52  $(11) $78  $67  $33  $(74) $(41)
Investment securities  56   (41)  15   84   (74)  10  (46) (86) (132)
Loans, net  1,671   (559)  1,112   4,549   (796)  3,753   262   (139)  123 
Total interest income  1,742   (563)  1,179   4,622   (792)  3,830  249  (299) (50)
                                 
Interest expense:                                 
Interest-bearing demand deposits  17   42   59   35   66   101  (2) (110) (112)
Savings deposits     2   2      1   1  1  (2) (1)
Time deposits  211   180   391   452   342   794  (12) (197) (209)
Short-term borrowings  87   (27)  60   182   (107)  75   106   (74)  32 
Total interest expense  315   197   512   669   302   971   93   (383)  (290)
Net increase $1,427  $(760) $667  $3,953  $(1,094) $2,859  $156  $84  $240 


(1)Changes due to both volume and rate have been allocated to volume changes.
36


Comparison of interest income, interest expense and net interest margin

The Company’s primary source of revenue is interest income.  Interest income for the three and nine months ended September 30, 2017March 31, 2020 and 2019 was $9.7 million and $27.5 million, respectively, compared to $8.5 million and $23.6 million for the three and nine months ended September 30, 2016.$11.0 million.  Total interest income in the thirdfirst quarter of 20172020 benefited from loan growth of $120.8$11.4 million compared to the thirdfirst quarter of 2016.2019.  Interest income from interest-bearing deposits in other institutions increased slightlydecreased primarily due to an increase in the average balancedecreased rates held atwith the Federal Reserve Bank and an increase induring the interest rate received on the balance.first quarter of 2020 compared to 2019.  The annualized yield on interest-earning assets for the first quarter 2020 compared to 2019 was 5.14% and 5.36%, respectively. In the third quarter 2017 comparedof 2019, the Federal Open Market Committee (“FOMC”) reduced the federal funds target rate by 50 basis points. In an emergency FOMC meeting on March 15, 2020, the committee voted to 2016 was 4.94% and 5.31%, respectively.cut the target range for the fed funds overnight rate to 0% - 0.25% to further combat the COVID-19 crisis.

Interest expense for the three and nine months ended September 30, 2017March 31, 2020 compared to 2016 increased2019 decreased by $0.5 million and $1.0 million, respectively.$0.3 million.  This increasedecrease in interest expense for the comparable periods was primarily due to increased time depositdecreased interest-bearing demand balances and decreased cost of funds on repricing of maturing time deposits.  The annualized average cost of interest-bearing liabilities increaseddecreased by 2223 basis points to 0.87%1.51% for the three months ended September 30, 2017March 31, 2020 compared to the same period in 2016.2019.  The increase in deposit interest expensecost of deposits decreased by 22 basis points to 1.42% for the nine months ended September 30, 2017first quarter 2020 compared to 2016 was due to both growth in interest bearing certificates of deposits and increased average cost of those deposits due to Federal Reserve rate increases.1.64% for the first quarter 2019.  The cost of other borrowings for the comparable periods decreased by 10362 basis points to 1.79%2.29% for the three months ended September 30, 2017March 31, 2020 compared to the same period in 20162019 due to the paydowns to the 5-year amortizing term loan beginningdecrease in the third quarterbalance of 2016.other borrowings at CWBC.

The net impact of the changes in yields on interest-earning assets and the rates paid on interest-bearing liabilities were decreaseswas a decrease in the interest margin for the third quarter and year-to-date 2017three months ended March 31, 2020 to 4.27% and 4.36%, respectively,3.97% compared to 4.81% and 4.58%3.99% in the third quarter and year-to-date of 2016.  The net interest margin in 2016 benefited by 39 basis points and 13 basis points for the three and nine months ended September 30, 2016, respectively, from the payoff of one large past due relationship.March 31, 2019.

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 (credit) for loan losses was $0.2were $0.4 million and $22,000 for the third quarter of 2017 and 2016, respectively.  The provision for the three months ended September 30, 2017 primarily resulted from the increase in loan balances partially offset by $0.2 million net recoveries.  The provision (credit) for the nine months ended September 30, 2017 was $0.4 million compared to ($0.2)$(0.1) million for the nine months ended September 30, 2016.first quarters of 2020 and 2019 respectively. The improvements in credit quality, historical loss rates and net recoveries resulted in the decreaseincrease in the ratio of allowance for loan losses to loans held for investment from 1.33%1.19% at September 30, 2016December 31, 2019 to 1.25%1.23% at September 30, 2017.March 31, 2020 was primarily attributable to increased qualitative factors as precautions to mitigate the effects from COVID-19 and resulting challenges for our customers.

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Table of Contents
The following schedule summarizes the provision, charge-offs (recoveries) by loan category for the three and nine months ended September 30, 2017March 31, 2020 and 2016:2019:

 For the Three Months Ended September 30,  For the Three Months Ended March 31, 
 
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  Total  
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  Total 
2017 (in thousands) 
2020 (in thousands) 
Beginning balance $2,124  $4,332  $1,262  $91  $98  $87  $  $7,994  $2,184  $5,217  $1,162  $32  $27  $92  $3  $8,717 
Charge-offs                 (33)     (33)                
Recoveries  38      43   104   7         192   6   20   27   3   2         58 
Net (charge-offs) recoveries  38      43   104   7   (33)     159  6  20  27  3  2      58 
Provision (credit)  (15)  359   (100)  (108)  (11)  34      159   174   247   (25)  (6)  (2)  4      392 
Ending balance $2,147  $4,691  $1,205  $87  $94  $88  $  $8,312  $2,364  $5,484  $1,164  $29  $27  $96  $3  $9,167 
                                                        
2016                                
2019                        
Beginning balance $2,188  $3,078  $1,251  $322  $62  $126  $1  $7,028  $2,196  $5,028  $1,210  $79  $90  $88  $  $8,691 
Charge-offs           (100)           (100)     (17)         (17)
Recoveries  121      40   12   66   1      240   6      19  ��5   1         31 
Net (charge-offs) recoveries  121      40   (88)  66   1      140  6    2  5  1      14 
Provision (credit)  (102)  194   66   (142)  (25)  31      22   (14)  30   7   (40)  (43)  3      (57)
Ending balance $2,207  $3,272  $1,357  $92  $103  $158  $1  $7,190  $2,188  $5,058  $1,219  $44  $48  $91  $  $8,648 
37

  For the Nine Months Ended September 30, 
  
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  Total 
2017 (in thousands) 
Beginning balance $2,201  $3,707  $1,241  $106  $100  $109  $  $7,464 
Charge-offs  (119)        (30)     (54)     (203)
Recoveries  105   227   116   168   11   1      628 
Net (charge-offs) recoveries  (14)  227   116   138   11   (53)     425 
Provision (credit)  (40)  757   (152)  (157)  (17)  32      423 
Ending balance $2,147  $4,691  $1,205  $87  $94  $88  $  $8,312 
                                 
2016                                
Beginning balance $3,525  $1,853  $939  $451  $43  $103  $2  $6,916 
Charge-offs  (41)        (121)           (162)
Recoveries  126   13   120   196   74   71      600 
Net (charge-offs) recoveries  85   13   120   75   74   71      438 
Provision (credit)  (1,403)  1,406   298   (434)  (14)  (16)  (1)  (164)
Ending balance $2,207  $3,272  $1,357  $92  $103  $158  $1  $7,190 

The percentage of net nonaccrual loans to the total loan portfolio has decreasedincreased to 0.25%0.34% as of September 30, 2017March 31, 2020 from 0.38%0.31% at December 31, 2016.2019.

The allowance for loan losses compared to net nonaccrual loans has increased to 452.5%347% as of September 30, 2017March 31, 2020 from 314.3%365% as of December 31, 2016.2019.  Total past due loans increased slightlydecreased to $0.3$0.4 million as of September 30, 2017March 31, 2020 from $0.2$1.9 million as of December 31, 2016.  This increase was in manufactured housing and commercial loans past due.2019.

Non-Interest Income

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

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

 
Three Months Ended
September 30,
  Increase  
Nine Months Ended
September 30,
  Increase  Three Months Ended March 31,  Increase 
2017  2016  (Decrease)  2017  2016  (Decrease)  2020  2019  (Decrease) 
(in thousands)  (in thousands) 
Other loan fees $354  $270  $84  $999  $827  $172  $341  $258  $83 
Gains from loan sales, net 190    190 
Document processing fees  146   130   16   430   381   49  124  87  37 
Service charges  118   100   18   326   292   34  134  139  (5)
Other  98   59   39   299   215   84   161   120   41 
Total non-interest income $716  $559  $157  $2,054  $1,715  $339  $950  $604  $346 

Total non-interest income increased $0.2slightly to $1.0 million and $0.3 million, respectively, for the three and nine months ended September 30, 2017March 31, 2020 compared to 2016.  Service charges$0.6 million for the three and nine months ended September 30, 2017same period in 2019.  Gains from loan sales were primarily attributed to Farmer Mac loans sold in the first quarter of 2020 compared to 2016 increased slightly as the Company issame period in the process of enhancing its products and services.2019. Other loan fees and document processing fees for the third quarter and year-to-date 2017 compared to 2016three months ended March 31, 2020 increased due to increased loan volumes infundings during the manufactured housing and commercial real estate portfolios.first three months of 2020 compared to 2019. Service charges decreased slightly during the three months ended March 31, 2020 compared to 2019.

3840

Non-Interest Expenses

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

 
Three Months Ended
September 30,
  Increase  
Nine Months Ended
September 30,
  Increase  Three Months Ended March 31,  Increase 
 2017  2016  (Decrease)  2017  2016  (Decrease)  2020  2019  (Decrease) 
 (in thousands)  (in thousands) 
Non-interest expenses:         
Salaries and employee benefits $3,839  $3,809  $30  $11,566  $10,755  $811  $4,398  $4,381  $17 
Occupancy, net  754   564   190   2,085   1,631   454  758  782  (24)
Professional services  283   97   186   454   261   193  383  381  2 
Advertising and marketing  281   196   85   759   653   106 
Data processing 283  224  59 
Depreciation  192   173   19   525   513   12  208  213  (5)
FDIC assessment  172   74   98   461   270   191  144  170  (26)
Data processing  168   162   6   519   486   33 
Advertising and marketing 153  129  24 
Stock based compensation  137   154   (17)  488   447   41  85  95  (10)
Loan servicing and collection  35   108   (73)  196   198   (2)
Other  526   499   27   1,264   1,464   (200)  317   342   (25)
Total non-interest expenses $6,387  $5,836  $551  $18,317  $16,678  $1,639  $6,729  $6,717  $12 

Total non-interest expenses remained the same at $6.7 million for the third quarterthree months ended March 31, 2020 and year-to-date 2017 compared to 2016 increased by $0.6 million and $1.6 million, respectively.2019.  The slight increase in non-interest expenses for both the quarter and year-to-date isperiods shown was primarily due to increased salaries and employee benefits, occupancy, depreciationdata processing, and advertising and marketing as a result of the Bank’s expansions in the Northern and Southern regions, and addition of customer relationship and support positions.  Additionally,The year-over-year decrease in FDIC assessment expense was mainly attributable to a lower FDIC quarterly assessment multiplier caused by a change in the deposit mix. The decrease in other expenses were mainly due to decreased operating losses and OCC assessment expenses during the second quarter 2017, the Company added a loan production office in Paso Robles.  FDIC assessment increased in the second quarter 2017three months ended March 31, 2020 compared to 2016 due to a higher asset base for assessment and increased assessment factor. Professional services increased $0.2 million for the third quarter and year-to-date 2017 compared to 2016 mostly due to increased consulting costs for operational training and project implementation.2019.

Income Taxes

Income tax provision for the third quarter and first ninethree months of 2017 were $1.0ended March 31, 2020 was $0.7 million and $3.0 million, respectively, compared to $0.9$0.7 million in the same period during 2019.  The combined state and $2.6 million for the third quarter and first nine months of 2016.  Thefederal effective income tax raterates for the first nine months of 2017 was 40.5% and 40.4% for the ninethree months ended September 30, 2016.March 31, 2020 and 2019 were 30.3% and 30.3%, respectively.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and their respective tax basis including operating losses and tax credit carryforwards.  Net deferred tax assets of $4.4$3.0 million at September 30, 2017March 31, 2020 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.

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 September 30, 2017March 31, 2020 or December 31, 2016.2019.

The Company is subject to the provisions of ASC 740, Income Taxes (ASC 740).  ASC 740 prescribes a more likely than not threshold for the financial statement recognition of uncertain tax positions.  ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  On a quarterly basis, the Company undergoes a process to evaluate whether income tax accruals are in accordance with ASC 740 guidance on uncertain tax positions.  There were no uncertain tax positions at September 30, 2017March 31, 2020 and December 31, 2016.2019.

3941

BALANCE SHEET ANALYSIS

Total assets increased $118.6$11.3 million to $829.2$925.2 million at September 30, 2017March 31, 2020 from $710.6$913.9 million at December 31, 2016.2019.  Net loans increased by $91.0$6.0 million to $714.4$772.8 million at September 30, 2017March 31, 2020 from $623.4$766.8 million at December 31, 2016.2019.  The majority of the loan increase was due to increases of $71.6$5.6 million and $22.4$6.2 million in our commercial real estate and manufactured housing portfolios, respectively. This increase was partially offset by a decreasesdecrease of $0.8$1.6 million of commercial loans, $2.6 million in loans available-for-sale, and $1.2 million in investment securities held-to-maturity.available-for-sale.

Total liabilities increased $118.6$10.2 million to $759.4$842.0 million at September 30, 2017March 31, 2020 from $645.2$831.9 million at December 31, 20162019 mostly due to increaseddecreased total deposits of $85.0$39.3 million offset by increased borrowings of $50.0 million.  Non-interest-bearing demand deposits increased by $15.8$10.5 million and interest-bearing demand deposits increaseddecreased by $13.8$27.5 million, andwhile certificates of deposit increased by $54.7 million.decreased $22.6 million due to the company’s strategic repricing out of higher rate core deposits to lower rate borrowings.

Total stockholders’ equity increased $4.4$1.2 million to $69.8$83.2 million at September 30, 2017March 31, 2020 from $65.3$82.0 million at December 31, 2016.2019.  The $3.5$1.1 million increase in retained earnings from net income was partially offset by a $0.9$0.5 million decrease from common stock dividends.  The book value per common share was $8.54$9.82 at September 30, 2017March 31, 2020 compared to $8.07$9.68 at December 31, 2016.2019.

Selected Balance Sheet Accounts

 
September 30,
2017
  
December 31,
2016
  
Increase
(Decrease)
  
Percent
Increase
(Decrease)
  
March 31,
2020
  
December 31,
2019
  
Increase
(Decrease)
  
Percent
Increase
(Decrease)
 
 (dollars in thousands)  (dollars in thousands) 
Cash and cash equivalents $51,571  $34,116  $17,455   51.2% $89,665  $82,661  $7,004  8.5%
Investment securities available-for-sale  29,927   22,681   7,246   31.9% 18,059  19,264  (1,205) (6.3)%
Investment securities held-to-maturity  8,190   9,002   (812)  (9.0)% 5,739  6,132  (393) (6.4)%
Loans - held for sale  58,561   61,416   (2,855)  (4.6)% 39,458  42,046  (2,588) (6.2)%
Loans - held for investment, net  655,822   561,939   93,883   16.7% 733,371  724,800  8,571  1.2%
Total assets  829,150   710,572   118,578   16.7% 925,208  913,870  11,338  1.2%
Total deposits  697,154   612,236   84,918   13.9% 711,599  750,934  (39,335) (5.2)%
Other borrowings  55,843   29,000   26,843   92.6% 115,000  65,000  50,000  76.9%
Total stockholder's equity  69,766   65,336   4,430   6.8%
Total stockholder’s equity 83,161  81,978  1,183  1.4%

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

 
September 30,
2017
  
December 31,
2016
  
March 31,
2020
  
December 31,
2019
 
 (in thousands)  (in thousands) 
Manufactured housing $216,572  $194,222  $263,484  $257,247 
Commercial real estate  343,771   272,142  391,207  385,642 
Commercial  76,250   70,369  68,271  69,843 
SBA  8,656   10,164  4,019  4,429 
HELOC  9,656   10,292  4,196  4,531 
Single family real estate  10,022   12,750  11,357  11,845 
Consumer  34   87   71   94 
  664,961   570,026 
Total loans held for investment, gross 742,605  733,631 
Allowance for loan losses  (8,312)  (7,464) (9,167) (8,717)
Deferred costs, net  (702)  (453) (14) (58)
Discount on SBA loans  (125)  (170)  (53)  (56)
Total loans held for investment, net $655,822  $561,939  $733,371  $724,800 

The Company had $58.6$39.5 million of loans held for sale at September 30, 2017March 31, 2020 compared to $61.4$42.0 million at December 31, 2016.2019.  Loans held for sale at September 30, 2017March 31, 2020 consisted of $22.4$9.4 million SBA loans and $36.2$30.1 million commercial agriculture loans.  Loans held for sale at December 31, 2016,2019, were $26.5$10.4 million SBA loans and $34.9$31.6 million commercial agriculture loans.

42

Table of Contents
Concentrations of Lending Activities

The Company’s lending activities are primarily driven by themanufactured housing, commercial, SBA, construction, real estate and consumer lending to customers served in the market areas where the Company has branch offices in the Central Coast of California.  The Company monitors concentrations within selected categories such as geography and product.  The Company makes manufactured housing, commercial, SBA, construction, real estate and consumer loans to customers through branch offices located in the Company���s primary markets.  The Company’s business is concentrated in these areas and the loan portfolio includes significant credit exposure to the manufactured housing and commercial real estate markets of these areas.  As of September 30, 2017March 31, 2020 and December 31, 2016,2019, manufactured housing loans comprised 30.0%33.7% and 30.8%0.0%, respectively, of total loans.  As of September 30, 2017March 31, 2020 and December 31, 2016,2019, commercial real estate loans accounted for approximately 47.6%50.0% and 43.1%0.0% of total loans, respectively.  Approximately 32.7% and 32.3%31.9% of these commercial real estate loans were owner-occupied at September 30, 2017March 31, 2020 and December 31, 2016, respectively.2019.  Substantially all of these loans are secured by first liens with an average loan to value ratios of 54.8% and 54.6%54.3% at September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively.  The Company was within established concentration policy limits at September 30, 2017March 31, 2020 and December 31, 2016.2019.

40

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.

 
September 30,
2017
  
December 31,
2016
  
March 31,
2020
  
December 31,
2019
 
 (in thousands)  (in thousands) 
Nonaccrual loans (net of government guaranteed portion) $1,837  $2,375  $2,644  $2,389 
Troubled debt restructured loans, gross  13,784   14,437  10,451  10,774 
Nonaccrual loans (net of government guaranteed portion) to gross loans  0.25%  0.38% 0.34% 0.31%
Net charge-offs (recoveries) (annualized) to average loans  (0.09)%  (0.03)% (0.03)% (0.02)%
Allowance for loan losses to nonaccrual loans (net of government guaranteed portion)  452.48%  314.27% 347% 365%
Allowance for loan losses to gross loans  1.16%  1.31% 1.23% 1.19%

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

 
September 30,
2017
  
December 31,
2016
  
March 31,
2020
  
December 31,
2019
 
 (in thousands)  (in thousands) 
Total nonaccrual loans $3,671  $3,117  $2,916  $2,679 
Government guaranteed portion of loans included above  (1,834)  (742)  (272)  (290)
Total nonaccrual loans, without guarantees $1,837  $2,375  $2,644  $2,389 
              
Troubled debt restructured loans, gross $13,784  $14,437  $10,451  $10,774 
Loans 30 through 89 days past due with interest accruing $302  $  $440  $1,947 
Loans 90 days or more past due with interest accruing $  $  $  $ 
Allowance for loan losses to gross loans held for investment  1.25%  1.31%  1.23%  1.19%

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'sborrower’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.

4143

Guidance on Non-TDR Loan Modifications due to COVID-19

On March 22, 2020, a statement was issued by banking regulators and titled “Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus” that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19.  Additionally, Section 4013 of the Coronavirus Aid, Relief and Economic Security Act (CARES Act) that passed on March 27, 2020 further provides that a qualified loan modification is exempt by law from classification as a TDR as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak declared by the President of the United States under the National Emergencies Act (50 U.S.C. 1601 et seq.) terminates.  Accordingly, we are offering short-term modifications made in response to COVID-19 to borrowers who are current and otherwise not past due.  These include short-term, 180 days or less, modifications in the form of payment deferrals, fee waivers, extension of repayment terms, or other delays in payment that are insignificant.  The modifications completed in the three months ended March 31, 2020 were immaterial.

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

 
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  
Total
Loans
  
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  
Total
Loans
 
Impaired Loans as of September 30, 2017: (in thousands) 
Impaired Loans as of
March 31, 2020:
 (in thousands) 
Recorded Investment:                                                
Impaired loans with an allowance recorded $6,195  $574  $3,357  $  $  $2,009  $  $12,135  $5,327  $  $  $  $  $465  $  $5,792 
Impaired loans with no allowance recorded  2,263      2,027   728   219   180      5,417   2,467   316   1,694   357      1,848      6,682 
Total loans individually evaluated for impairment  8,458   574   5,384   728   219   2,189      17,552  7,794  316  1,694  357    2,313    12,474 
Related Allowance for Credit Losses                                                        
Impaired loans with an allowance recorded  457   12   140         27      636  324          17    341 
Impaired loans with no allowance recorded                                                
Total loans individually evaluated for impairment  457   12   140         27      636   324               17      341 
Total impaired loans, net $8,001  $562  $5,244  $728  $219  $2,162  $  $16,916  $7,470  $316  $1,694  $357  $  $2,296  $  $12,133 

 
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  
Total
Loans
  
Manufactured
Housing
  
Commercial
Real Estate
  Commercial  SBA  HELOC  
Single Family
Real Estate
  Consumer  
Total
Loans
 
Impaired Loans as of December 31, 2016:                        
Impaired Loans as of
December 31, 2019:
 (in thousands) 
Recorded Investment:                                                
Impaired loans with an allowance recorded $6,065  $1,112  $3,749  $70  $45  $2,039  $  $13,080  $5,702  $  $  $  $  $470  $  $6,172 
Impaired loans with no allowance recorded  2,846      31   1,067   328   191      4,463   2,296   318   1,802   382      1,858      6,656 
Total loans individually evaluated for impairment  8,911   1,112   3,780   1,137   373   2,230      17,543  7,998  318  1,802  382    2,328    12,828 
Related Allowance for Credit Losses                                                        
Impaired loans with an allowance recorded  548   17   165      1   28      759  334          18    352 
Impaired loans with no allowance recorded                                                
Total loans individually evaluated for impairment  548   17   165      1   28      759   334               18      352 
Total impaired loans, net $8,363  $1,095  $3,615  $1,137  $372  $2,202  $  $16,784  $7,664  $318  $1,802  $382  $  $2,310  $  $12,476 

Total impaired loans remained relatively unchangeddecreased $0.4 million in the thirdfirst quarter of 20172020 compared to December 31, 2016.  An increase in impaired commercial loans of $1.6 million2019.  This decrease was partially offset by a decreaseprimarily in impaired manufactured housing loans of $0.5$0.2 million a decrease in impaired commercial real estate loans of $0.5 million and a decrease in impaired SBA loans of $0.4 million. The increase in impaired commercial loans was primarily due toalthough all the addition of one largeother loan relationship of $1.8 million.  The decrease in impaired manufactured housing loans was due to four loan relationships transferred to foreclosed assets and eight loans that paid off.  The decrease in impaired commercial real estate loans was due to one loan that paid in full.  The decrease in impaired SBA loans was primarily due to one loan that paid in full.categories had decreases.

4244

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

 At September 30, 2017  At December 31, 2016  At March 31, 2020  At December 31, 2019 
 
Nonaccrual
Balance
  %  
Percent of
Total Loans
  
Nonaccrual
Balance
  %  
Percent of
Total Loans
  
Nonaccrual
Balance
  %  
Percent of
Total Loans
  
Nonaccrual
Balance
  %  
Percent of
Total Loans
 
 (dollars in thousands)  (dollars in thousands) 
Manufactured housing $488   13.29%  0.07% $800   25.67%  0.15% $929  31.86% 0.13% $594  22.17% 0.08%
Commercial real estate  321   8.74%  0.05%  853   27.37%  0.16% 84  2.88% 0.01% 84  3.14% 0.01%
Commercial  1,780   48.49%  0.27%  31   0.99%  0.01% 1,545  52.98% 0.21% 1,619  60.43% 0.21%
SBA  683   18.61%  0.10%  868   27.84%  0.16% 358  12.28% 0.05% 382  14.26% 0.05%
HELOC ��219   5.97%  0.03%  373   11.97%  0.07%   0.00% 0.00%   0.00% 0.00%
Single family real estate  180   4.90%  0.03%  192   6.16%  0.04%   0.00% 0.00%   0.00% 0.00%
Consumer                                    
Total nonaccrual loans $3,671   100.00%  0.55% $3,117   100.00%  0.59% $2,916   100.00%  0.40% $2,679   100.00%  0.35%

Nonaccrual balances include $1.8$0.3 million and $0.7$0.3 million, respectively, of loans that are government guaranteed at September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively.  Nonaccrual loans net of government guarantees decreased $0.6$0.3 million or 25.0%11%, from $2.4 million at December 31, 20162019 to $1.8$2.6 million at September 30, 2017  The percentage ofMarch 31, 2020. Net nonaccrual loans net of government guarantees to the total loan portfolio has decreasedloans slightly increased to 0.25% as of September 30, 2017 from 0.38%0.34% at March 31, 2020 compared to 0.31% at December 31, 2016.2019.

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

45

Allowance For Loan Losses

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

 
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
  Three Months Ended March 31, 
 2017  2016  2017  2016  2020  2019 
Allowance for loan losses: (in thousands)  (in thousands) 
Balance at beginning of period $7,994  $7,028  $7,464  $6,916  $8,717  $8,691 
Provisions charged to operating expenses:                      
Manufactured housing  (15)  (102)  (40)  (1,403) 174  (14)
Commercial real estate  359   194   757   1,406  247  30 
Commercial  (100)  66   (152)  298  (25) 7 
SBA  (108)  (142)  (157)  (434) (6) (40)
HELOC  (11)  (25)  (17)  (14) (2) (43)
Single family real estate  34   31   32   (16) 4  3 
Consumer           (1)      
Total Provision (credit)  159   22   423   (164) 392  (57)
Recoveries of loans previously charged-off:                      
Manufactured housing  38   121   105   126  6  6 
Commercial real estate        227   13  20   
Commercial  43   40   116   120  27  19 
SBA  104   12   168   196  3  5 
HELOC  7   66   11   74  2  1 
Single family real estate     1   1   71     
Consumer                  
Total recoveries  192   240   628   600  58  31 
Loans charged-off:                      
Manufactured housing        119   41     
Commercial real estate                
Commercial               17 
SBA     100   30   121     
HELOC                
Single family real estate  33      54        
Consumer                  
Total charged-off  33   100   203   162    17 
Net charge-offs (recoveries)  (159)  (140)  (425)  (438)  (58)  (14)
Balance at end of period $8,312  $7,190  $8,312  $7,190  $9,167  $8,648 

4346

Potential Problem Loans

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

 September 30, 2017  March 31, 2020 
 
Number
of Loans
  
Loan
Balance (1)
  Percent  
Percent of
Total Loans
  
Number
of Loans
  
Loan
Balance (1)
  Percent  
Percent of
Total Loans
 
 (dollars in thousands)  (dollars in thousands) 
Manufactured housing  3  $206   1.39%  0.03% 2  $97  1.00% 0.01%
Commercial real estate  6   9,190   62.14%  1.29% 6  6,206  64.11% 0.80%
Commercial  4   3,343   22.61%  0.47% 6  2,600  26.86% 0.34%
SBA  9   2,044   13.82%  0.29% 4  772  7.98% 0.10%
HELOC  0   -   0.00%  0.00%     0.00% 0.00%
Single family real estate  1   5   0.03%  0.00%  1   5   0.05%  0.00%
Total  23  $14,788   100.00%  2.08%  19  $9,680   100.00%  1.25%

(1)Of the $14.8$9.7 million of potential problem loans, $1.8$2.1 million are guaranteed by government agencies.

 December 31, 2016  December 31, 2019 
 
Number
of Loans
  
Loan
Balance (1)
  Percent  
Percent of
Total Loans
  
Number
of Loans
  
Loan
Balance (1)
  Percent  
Percent of
Total Loans
 
 (dollars in thousands)  (dollars in thousands) 
Manufactured housing  5  $417   3.04%  0.07% 2  $163  1.92% 0.02%
Commercial real estate  5   3,331   24.29%  0.53% 5  5,824  68.60% 0.75%
Commercial  7   7,778   56.71%  1.23% 2  1,699  20.01% 0.22%
SBA  10   1,935   14.11%  0.31% 5  799  9.41% 0.10%
HELOC  1   248   1.81%  0.04%     0.00% 0.00%
Single family real estate  1   5   0.04%  0.00%  1   5   0.06%  0.00%
Total  29  $13,714   100.00%  2.17%  15  $8,490   100.00%  1.09%

(1)Of the $13.7$8.5 million of potential problem loans, $2.9$2.1 million are guaranteed by government agencies.

Investment Securities

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

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

The carrying value of investment securities was as follows:

 
September 30,
2017
  
December 31,
2016
  
March 31,
2020
  
December 31,
2019
 
 (in thousands)  (in thousands) 
U.S. government agency notes $14,537  $5,572  $7,462  $8,048 
U.S. government agency mortgage backed securities ("MBS")  8,190   9,002 
U.S. government agency collateralized mortgage obligations ("CMO")  15,244   16,994 
U.S. government agency mortgage backed securities (“MBS”) 5,739  6,132 
U.S. government agency collateralized mortgage obligations (“CMO”) 10,597  11,216 
Equity securities: Farmer Mac class A stock  146   115   111   167 
 $38,117  $31,683 
Total $23,909  $25,563 

4447

Other Assets Acquired Through Foreclosure

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

 
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
  Three Months Ended March 31, 
2017  2016  2017  2016  2020  2019 
(in thousands)  (in thousands) 
Balance, beginning of period $362  $129  $137  $198  $2,524  $ 
Additions  132   48   502   213  106   
Proceeds from dispositions  (60)  (115)  (303)  (342)    
Gains on sales, net  52   (7)  150   (14)
Gain (loss) on foreclosed assets, net 77   
Third-party portion of writedown/loss      
Balance, end of period $486  $55  $486  $55  $2,707  $ 

Other assets acquired through foreclosure consist primarily of properties acquired as a result of, or in-lieu-of, foreclosure.  Properties or other assets (primarily manufactured housing) are classified as other real estate owned and other repossessed assets and are reported at fair value at the time of foreclosure less estimated costs to sell.  Costs relating to development or improvement of the assets are capitalized and costs related to holding the assets are charged to expense.  The Company hadbalance is primarily attributable to a valuation allowance on foreclosed assets of $5,000 at September 30, 2017 and none at September 30, 2016.  At September 30, 2017, the Company had twosingle commercial loans in process of foreclosure.agricultural relationship.

Deposits

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

 
September 30,
2017
  
December 31,
2016
  
Increase
(Decrease)
  
Percent
Increase
(Decrease)
  
March 31,
2020
  
December 31,
2019
  
Increase
(Decrease)
  
Percent
Increase
(Decrease)
 
 (dollars in thousands)  (dollars in thousands) 
Non-interest bearing demand deposits $116,170  $100,372  $15,798   15.7% $121,293  $110,843  $10,450  9.4%
Interest-bearing demand deposits  266,835   253,023   13,812   5.5% 286,736  314,278  (27,542) (8.8)%
Savings  14,619   14,007   612   4.4% 16,016  15,689  327  2.1%
Certificates of deposit ($250,000 or more)  81,160   77,509   3,651   4.7% 93,615  96,431  (2,816) (2.9)%
Other certificates of deposit  218,370   167,325   51,045   30.5%  193,939   213,693   (19,754)  (9.2)%
Total deposits $697,154  $612,236  $84,918   13.9% $711,599  $750,934  $(39,335)  (5.2)%

Total deposits increaseddecreased to $697.2$711.6 million at September 30, 2017March 31, 2020 from $612.2$750.9 million at December 31, 2016,2019, an increasedecrease of $85.0$39.3 million.  This increasedecrease was primarily from certificates of deposit.deposits and interest-bearing demand deposits, offset by an incline in non-interest-bearing deposits.  Deposits are the primary source of funding the Company’s asset growth.  In addition, the Bank is a member of Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”).  CDARS providesand ICS provide a mechanism for obtaining FDIC insurance for large deposits.  At September 30, 2017March 31, 2020 and December 31, 2016,2019, the Company had $38.4$69.2 million and $46.8$83.2 million, respectively, of CDARS and ICS deposits.  As of March 31, 2020 the Company had $12.0 million of insured overnight funding compared to $29.0 million at December 31, 2019.

48

Liquidity and Capital Resources

Liquidity Management

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

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

The Company has established policies as well as analytical tools to manage liquidity.  Proper liquidity management ensures that sufficient funds are available to meet normal operating demands in addition to unexpected customer demand for funds, such as high levels of deposit withdrawals or increased loan demand, in a timely and cost effective manner.  The most important factor in the preservation of liquidity is maintaining public confidence that facilitates the retention and growth of core deposits.  Ultimately, public confidence is gained through profitable operations, sound credit quality and a strong capital position.  The Company’s liquidity management is viewed from a long-term and short-term perspective, as well as from an asset and liability perspective.  Management monitors liquidity through regular reviews of maturity profiles, funding sources and loan and deposit forecasts to minimize funding risk.
45


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

CWB has a blanket lien credit line with the Federal Home Loan Bank (“FHLB”).  Advances are collateralized in the aggregate by CWB’s eligible loans and securities.  CWB had $52.0$105.0 million and $25.0$65.0 million of FHLB advances at September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively, borrowed at fixed rates.  The Company also had $125.0$89.3 million of letters of credit with FHLB at September 30, 2017March 31, 2020 to secure public funds.  At September 30, 2017,March 31, 2020, CWB had pledged to the FHLB, $38.0$23.8 million of securities and $212.6$329.9 million of loans.  At September 30, 2017,March 31, 2020, CWB had $61.2$32.9 million available for additional borrowing.  At December 31, 2016,2019, CWB had pledged to the FHLB, securities of $31.7$25.6 million at carrying value and $161.3$324.2 million of loans.

CWB has established a credit line with the Federal Reserve Bank (“FRB”).  There were no outstanding FRB advances as of September 30, 2017March 31, 2020 and December 31, 2016.2019.  CWB had $101.6$110.7 million and $95.1$108.6 million in borrowing capacity as of September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively.

The Company has federal funds purchased lines at correspondent banks with a total borrowing capacity of $20.0 million.  There was no amount outstanding as of September 30, 2017March 31, 2020 and December 31, 2016.2019.

The Company continues to face strong competition for core deposits.  The liquidity ratio of the Company was 16.9%15.9% and 16.6%15.8% at September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively.  The Company’s liquidity ratio fluctuates in conjunction with loan funding demands.  The liquidity ratio consists of the sum of cash and due from banks, deposits in other financial institutions, available for sale investments, federal funds sold and loans held for sale, divided by total assets.

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

Capital Resources

Maintaining capital strength continues to be a long-term objective for the Company.  Ample capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard depositor funds.  Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities.  The Company has the capacity to issue 60,000,000 shares of common stock of which 8,169,4398,472,463 have been issued at September 30, 2017.March 31, 2020.  Conversely, the Company may decide to repurchase shares of its outstanding common stock, depending on the market price and other relevant factors.

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy
49

In July 2013,November 2019, the federal banking agencies approvedjointly issued a final rule which provides for an additional optional, simplified measure of capital adequacy, the community bank leverage ratio framework. The final rules (“Final Rules”) to establish a new comprehensive regulatory capital framework with a phase-in period beginningrule was effective January 1, 20152020. Under this framework the bank would choose the option of using the community bank leverage ratio (CBLR).  In order to qualify, a community banking organization is defined as having less than $10 billion in total consolidated assets, a leverage ratio greater than 9%, off-balance sheet exposures of 25% or less of total consolidated assets, and ending January 1, 2019.  The Final Rules implement the third installmenttrading assets and liabilities of 5% or less of total consolidated assets. A CBLR bank may opt out of the Basel Accords (“Basel III”) regulatory capital reforms and changes requiredframework at any time, without restriction, by reverting to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and substantially amend the regulatorygenerally applicable risk-based capital rules applicable torules. The Company chose the Company.  Basel III redefinesCBLR option for calculation of its capital ratio in the regulatory capital elements and minimum capital ratios, introduces regulatory capital buffers above those minimums, revises rules for calculating risk-weighted assets and adds a new componentfirst quarter of Tier 1 capital called Common Equity Tier 1, which includes common equity and retained earnings and excludes preferred equity.2020.
46


The following tables illustrates the Bank’s regulatory ratios and the Federal Reserve’s current adequacy guidelines as of September 30, 2017March 31, 2020 and December 31, 2016.2019.  The Federal Reserve’s fully phased-in guidelines applicable in 2019 are also summarized.

  
Total Capital
(To Risk-
Weighted
Assets)
  
Tier 1 Capital
(To Risk-
Weighted
Assets)
  
Common
Equity
Tier 1
(To Risk-
Weighted
Assets)
  
Leverage
Ratio/Tier
1 Capital
(To
Average
Assets)
 
September 30, 2017            
CWB's actual regulatory ratios  11.48%  10.26%  10.26%  8.90%
Minimum capital requirements  8.00%  6.00%  4.50%  4.00%
Well-capitalized requirements  10.00%  8.00%  6.50%  5.00%
Minimum capital requirements including fully-phased in capital conservation buffer (2019)  10.50%  8.50%  7.00%  N/A 
  
Total Capital
(To Risk-
Weighted
Assets)
  
Tier 1 Capital
(To Risk-
Weighted
Assets)
  
Common
Equity Tier 1
(To Risk-
Weighted
Assets)
  
Leverage
Ratio/Tier 1
Capital
(To Average
Assets)
  
Community
Banking Leverage
Ratio
 
March 31, 2020               
CWB’s actual regulatory ratios  11.60%  10.42%  10.42%  9.21%  9.21%
Minimum capital requirements  8.00%  6.00%  4.50%  4.00%  8.00%
Well-capitalized requirements  10.00%  8.00%  6.50%  N/A   9.00%
Minimum capital requirements including fully-phased in capital conservation buffer  10.50%  8.50%  7.00%  N/A   N/A 

 
Total Capital
(To Risk-
Weighted
Assets)
  
Tier 1
Capital
(To Risk-
Weighted
Assets)
  
Common
Equity
Tier 1
(To Risk-
Weighted
Assets)
  
Leverage
Ratio/Tier
1 Capital
(To
Average
Assets)
  
Total Capital
(To Risk-
Weighted
Assets)
  
Tier 1
Capital
(To Risk-
Weighted
Assets)
  
Common
Equity
Tier 1
(To Risk-
Weighted
Assets)
  
Leverage
Ratio/Tier
1 Capital
(To
Average
Assets)
 
December 31, 2016            
CWB's actual regulatory ratios  12.27%  11.04%  11.04%  10.08%
December 31, 2019            
CWB’s actual regulatory ratios 11.41% 10.28% 10.28% 9.06%
Minimum capital requirements  8.00%  6.00%  4.50%  4.00% 8.00% 6.00% 4.50% 4.00%
Well-capitalized requirements  10.00%  8.00%  6.50%  5.00% 10.00% 8.00% 6.50% N/A 
Minimum capital requirements including fully-phased in capital conservation buffer (2019)  10.50%  8.50%  7.00%  N/A  10.50% 8.50% 7.00% N/A 

The Company has evaluated the impact of the Final Rules and believes that, as of September 30, 2017, the Company would meet all capital adequacy requirements under the Basel III capital rules on a fully phased-in basis as if all such requirements were currently in effect.  There are no conditions or events since September 30, 2017March 31, 2020 that management believes have changed the Company’s or the Bank’s risk-based capital category.

50

Supervision and Regulation

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

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

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

For a detailed discussion of the regulatory scheme governing the Company and CWB, please see the discussion in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 20162019 under the caption "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operation – Supervision and Regulation."

47

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Certain qualitative and quantitative disclosures about market risk isare set forth in Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2019.  There has been no material change in these disclosures as previously disclosed in the Company’s Form 10-K.  For further discussion of interest rate risk, see “ItemItem 7. Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity - Interest Rate Risk.”

Our primary market risk exposure with the onset of the COVID-19 crisis is uncertain.  A review of our market risk methods are ongoing and modeling is incorporating additional assumptions to account for this uncertainty related to this crisis.  Repricing cash flows, and prepayment projections for loans and mortgage-backed securities are not expected to behave as they would be expected to in a more stable interest rate environment.  SBA PPP loans and the FRB’s PPPLF borrowings are new instruments and have payment characteristics that are still uncertain.  In late March 2020, we implemented loan payment programs for customers to alleviate the financial setback caused by the temporary closure of business and lost wages.  Under these programs, borrowers who were in good standing as of the date of the request, can elect to defer full or partial payments for up to a 180-day period.  Our expectations regarding loan payments after the 180-day period is uncertain.  Customer deposit flows may experience unusual fluctuations due to government support programs, customer and business stress, and general money supply.  We continue to closely monitor customer and economic indicators to develop more precise market risk assumptions as the economic impact of this crisis begins to reveal itself.

ITEM 4.
CONTROLS AND PROCEDURES

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

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

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated whether there was any change in internal control over financial reporting that occurred during the quarter ended September 30, 2017March 31, 2020 and determined that there was no change in internal control over financial reporting that occurred during the quarter ended September 30, 2017March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

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

ITEM 1A.
RISK FACTORS

Investing in our common stock involves various risks which are particular to our Company, our industry and our market area.  Several risk factors that may have a material adverse impact on our business, operating results and financial condition are discussed in Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2018.  There has been no material change in the Company’s risk factors as previously disclosed in the Company’s Form 10-K.

The ongoing COVID-19 pandemic and measures intended to prevent its spread could have a material adverse effect on our business results of operations and financial condition, and such efforts will depend on future developments, which are highly uncertain and are difficult to predict.

In December 2019, a novel coronavirus (COVID-19) was reported in China, and, in March 2020 the World Health Organization declared a pandemic.  On March 12, 2020 the President of the United States declared the COVID-19 outbreak in the United States a national emergency.  The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have ordered non-essential businesses to close and residents to shelter in place at home.  This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment.  Since the COVID-19 outbreak, more than 22 million people have filed claims for unemployment, and stock markets have declined in value and, in particular bank stocks have significantly declined in value.  In response to the COVID-19 outbreak, the Federal Reserve Board has reduced the benchmark federal funds rate to a target range of 0% to 0.25%, and yields on 10 and 30-year treasury notes have declined to historic lows.  The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and recently passed legislature to provide relief from reporting loan classifications due to modifications related to the COVID-19 outbreak.

Finally, the spread of coronavirus has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participations in meetings, events and conferences.  We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.  There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to government authorities.  In addition, the success of our operations substantially depends on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years.  The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy.

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business.  The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the CARES Act, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion.  The extent of such impact from the COVID-19 outbreak and related mitigation efforts will depend on future developments, which are highly uncertain, including but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.  As the result, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

demand for our products and services may decline, making it difficult to grow assets and income;
if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;
collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;
our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;
the net worth and liquidity of our loan guarantors may decline,  impairing their ability to honor commitments to us;
as the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may decline to greater extent than the cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing our income;
a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend;
we rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us; and
Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs.
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Table of Contents
Any one or a combination of the factors identified above cold negatively impact our business, financial condition and results of operations and prospects.  Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts to our business as a result of the virus’s global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future.

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

On August 24, 2017, the Board of Directors extended the common stock repurchase program of up to $3.0 million for two additional years.  Under this program theThe Company has repurchased 187,569 common stock shares for $1.4 million at an average price of $7.25 per share.  There weremade no repurchases of its common stock under this program during the three or nine monthsquarter ended September 30, 2017.  TheMarch 31, 2020 and there was approximately $1.4 million that may yet be purchased under the Company’s repurchase program is effective until August 2019.program.
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None.
None
ITEM 4.
MINE SAFETY DISCLOSURES

Not applicableapplicable.

ITEM 5.
OTHER INFORMATION

None.

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ITEM 6.
EXHIBITS

The following Exhibits are filed herewith.

Exhibit
Number
.
31.1Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1*Certification of Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) or Rule 15d-14(b), promulgated under the Securities Exchange Act of 1934, as Amended, and 18 U.S.C. 1350.
10.43Employment and Confidentiality
10.50Salary Continuation Agreement, dated September 26, 2016, amongMay 1, 2020, between Community West Bank Community West Bancshares and Maureen C. Clark.
10.44Employment and Confidentiality Agreement, dated April 1, 2017, among Community West Bank, Community West Bancshares and Susan C. Thompson.
10.45Promissory Note, dated July 24, 2017, between Community West Bancshares and Grandpoint Bank.Timothy Stronks.
  
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definition Linkbase
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase

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

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SIGNATURES

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

COMMUNITY WEST BANCSHARES
(Registrant)

Date: November 6, 2017May 8, 2020
BY: /s//s/ Susan C. Thompson
 Susan C. Thompson
 Executive Vice President and Chief Financial Officer
  
 
On Behalf of Registrant and as a Duly Authorized Officer
and as Principal Financial and Accounting Officer

EXHIBIT INDEX

Exhibit
Number
 
Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
Certification of Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) or Rule 15d-14(b), promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.
Salary Continuation Agreement, dated May 1, 2020, between Community West Bank and Timothy Stronks.
  
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definition Linkbase
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase

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


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