8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 9, 2016

BROADWAY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-27464	95-4547287
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5055 Wilshire Boulevard Suite 500, Los Angeles, California	90036
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:    (323) 634-1700

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events.

On February 9, 2016, Broadway Financial Corporation (the “Company”) issued a Press Release announcing that the Company’s primary regulator, the Federal Reserve Bank of San Francisco, upon authorization from the Federal Reserve Board of Governors (collectively, the “FRB”) has terminated the Order to Cease and Desist applicable to the Company.  Copies of the Press Release and Letter Terminating the Order to Cease and Desist are attached as exhibits to this report.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

99.1Press release dated February 9, 2016, announcing the termination of the Order to Cease and Desist by the FRB.

99.2Letter Terminating the Order to Cease and Desist

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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 hereunto duly authorized.

	BROADWAY FINANCIAL CORPORATION
	(Registrant)
Date: February 9, 2016		By	/s/ Brenda J. Battey
			Brenda J. Battey
			Chief Financial Officer

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EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Broadway Financial Corporation Announces Termination of the Order to Cease and Desist

LOS ANGELES, CA — (BUSINESS WIRE) — February 9, 2016 — Broadway Financial Corporation (the “Company”) (NASDAQ Capital Market: BYFC), parent company of Broadway Federal Bank, f.s.b. (the “Bank”, and collectively with the Company, “Broadway”), today reported that the Company’s primary regulator, the Federal Reserve Bank of San Francisco, upon authorization from the Federal Reserve Board of Governors (collectively, the “FRB”), has terminated the Order to Cease and Desist (the “C&D”) applicable to the Company.  This decision follows a regulatory review of the Company by the staff of the FRB and the termination of the Consent Order applicable to the Bank by the Office of the Comptroller of the Currency (“OCC”) in November 2015.  The C&D was entered into by the Company with the FRB’s predecessor regulatory organization in September 2010.

Chief Executive Officer, Wayne Bradshaw commented, “This decision by the FRB, along with the OCC’s decision in November, officially recognize that Broadway has re-established its position as a safe and sound financial institution.  In addition, these decisions tacitly acknowledge the success that our team has achieved in generating profits, eliminating problem assets, re-building a quality loan portfolio, and strengthening our capital structure.

Looking forward, we are committed to building stockholder value by remaining focused on profitability and expanding our position as a leading lender for multi-family residential properties in Southern California, particularly properties within our core market of low-to-moderate income communities.  We believe that the removal of the regulatory orders will help us focus on growing our loan portfolio, which should improve our ability to increase net interest income, and enhance our efficiency.

I wish to acknowledge the dedication, commitment to excellence, and perseverance of our employees whose efforts are responsible for this decision by the FRB, and to the patience of our stockholders who have supported us throughout the long process of re-establishing Broadway as a safe and sound financial institution.”

About Broadway Financial Corporation

Broadway Financial Corporation conducts its operations through its wholly-owned subsidiary, Broadway Federal Bank, f.s.b., which is the leading community-oriented savings bank in Southern California serving low-to-moderate income communities.  We offer a variety of residential and commercial real estate loan products for consumers, businesses, and non-profit organizations, other loan products, and a variety of deposit products, including checking, savings and money market accounts, certificates of deposits and retirement accounts.  The Bank operates three full service branches, two in the city of Los Angeles, and one located in the nearby city of Inglewood, California.

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Shareholders, analysts and others seeking information about the Company are invited to write to:  Broadway Financial Corporation, Investor Relations, 5055 Wilshire Blvd., Suite 500, Los Angeles, CA 90036, or visit our website at www.broadwayfederalbank.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based upon our management’s current expectations, and involve risks and uncertainties.  Actual results or performance may differ materially from those suggested, expressed, or implied by the forward-looking statements due to a wide range of factors including, but not limited to, the general business environment, the real estate market, competitive conditions in the business and geographic areas in which the Company conducts its business, regulatory actions or changes, risks associated with the Company’s efforts to implement new digital platforms for our customers, and other risks detailed in the Company’s reports filed with the Securities and Exchange Commission, including the Company’s Annual Reports on Form 10-K and 10-K/A and Quarterly Reports on Form 10-Q.  The Company undertakes no obligation to revise any forward-looking statement to reflect any future events or circumstances, except to the extent required by law.

SOURCE:  Broadway Financial Corporation

Contact: Wayne-Kent A. Bradshaw, Chief Executive Officer, (323) 556-3248: or

Brenda J. Battey, Chief Financial Officer, (323) 556-3264; or

investor.relations@broadwayfederalbank.com

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EX-99.2

Exhibit 99.2

RESTRICTED — FR

MONGKHA LU

DIRECTOR

COMMUNITY INSTITUTIONS GROUP

FINANCIAL INSTITUTION SUPERVISION AND CREDIT

February 5, 2016

Board of Directors

Broadway Financial Corporation
5055 Wilshire Boulevard, Suite 500
Los Angeles, California 90036

Dear Members of the Board:

This letter concerns the Order to Cease and Desist (Order) issued by the Office of Thrift Supervision with the consent of Broadway Financial Corporation (Company), effective September 29, 2010. The Federal Reserve Bank of San Francisco (Reserve Bank) assumed supervisory responsibility for the Order on July 21, 2011.

Whereas the Company is in full compliance with the terms of the Order, and the Reserve Bank received authorization on February 2, 2016, from the Federal Reserve Board of Governors’ Senior Associate Director of Banking Supervision and Regulation and the Deputy General Counsel, the Order is hereby terminated. In addition, this Reserve Bank no longer considers the Company to be in troubled condition. Therefore, the Company is no longer required to comply with restrictions on directorate and management changes, and severance and indemnification payments.

Separately, this Reserve Bank received the fourth quarter progress report dated February 1, 2016. The progress report included all items required by the Order, and we acknowledge the actions taken by the board and senior management to comply with the Order. With the termination of the Order, no further progress reports are required.

If you have any questions about this matter or the Order, please contact Examining Manager John Byrd at 415-974-3416 or john.byrd@sf.frb.org.

Sincerely,

/s/ Mongkha Lu

cc:            Office of the Comptroller of the Currency

950 South Grand Avenue, Los Angeles, CA 90015
(213) 683-2613 mongkha.lu@sf.frb.org
 www.frbsf.org