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EX-32.1 - EXHIBIT 32.1 - FOUR OAKS FINCORP INCfofn6302015ex321.htm
EX-31.1 - EXHIBIT 31.1 - FOUR OAKS FINCORP INCfofn6302015ex311.htm
EX-32.2 - EXHIBIT 32.2 - FOUR OAKS FINCORP INCfofn6302015ex322.htm
EX-31.2 - EXHIBIT 31.2 - FOUR OAKS FINCORP INCfofn6302015ex312.htm
EX-10.1 - EXHIBIT 10.1 - FOUR OAKS FINCORP INCfofn6302015ex101.htm



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

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2015

Commission File Number      000-22787      

FOUR OAKS FINCORP, INC.
(Exact name of registrant as specified in its charter)
 
NORTH CAROLINA
 
56-2028446
(State or other jurisdiction of
 
(IRS Employer
incorporation or organization)
 
Identification Number)
 
6114 U.S. 301 SOUTH, FOUR OAKS, NC  27524
(Address of principal executive office, including zip code)
 
(919) 963-2177
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYES   oNO

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) xYES   oNO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  o
Accelerated filer o
Non-accelerated filer    o (Do not check if a smaller reporting company)  
Smaller reporting company x
                                                                                                                                                                                                             
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
oYES   xNO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common Stock,
33,594,640
par value $1.00 per share  
(Number of shares outstanding
(Title of Class)
August 14, 2015)

-1-


TABLE OF CONTENTS
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2015 (Unaudited) and December 31, 2014
 
 
 
 
 
 
Three and Six Months Ended June 30, 2015 and 2014
 
 
 
 
Consolidated Statements of Comprehensive Income (Unaudited)
 
 
Three and Six Months Ended June 30, 2015 and 2014
 
 
 
 
 
 
Six Months Ended June 30, 2015 and 2014
 
 
 
 
 
 
Six Months Ended June 30, 2015 and 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

-2-




Part I. FINANCIAL INFORMATION

Item 1 – FINANCIAL STATEMENTS

FOUR OAKS FINCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
 
 
June 30, 2015
 
December 31, 2014
 
(Unaudited)
 
(*)
ASSETS
 
 
 
Cash and due from banks
$
22,285

 
$
15,519

Interest-earning deposits
18,730

 
143,008

Cash and cash equivalents
41,015

 
158,527

CDs held for investment
25,725

 
27,784

Investment securities available-for-sale, at fair value
75,292

 
64,211

Investment securities held-to-maturity, at amortized cost
73,219

 
81,583

Total investment securities
148,511

 
145,794

Loans held for sale
4,914

 
2,882

Loans
454,585

 
452,256

Allowance for loan losses
(9,812
)
 
(9,377
)
Net loans
444,773

 
442,879

Accrued interest receivable
1,626

 
1,627

Bank premises and equipment, net
11,741

 
11,895

FHLB stock
4,564

 
4,788

Investment in life insurance
14,688

 
14,590

Foreclosed assets
2,741

 
3,782

Deferred tax assets, net
16,572

 

Other assets
5,067

 
6,248

TOTAL ASSETS
$
721,937

 
$
820,796

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 

 
 

Deposits:
 

 
 

Noninterest-bearing demand
$
132,312

 
$
251,723

Money market, NOW accounts and savings accounts
180,284

 
175,731

Time deposits, $100,000 and over
148,487

 
143,336

Other time deposits
82,494

 
90,395

Total deposits
543,577

 
661,185

Borrowings
90,000

 
90,000

Subordinated debentures
12,372

 
12,372

Subordinated promissory notes
12,000

 
12,000

Accrued interest payable
1,764

 
1,704

Other liabilities
3,388

 
2,806

TOTAL LIABILITIES
663,101

 
780,067

Commitments (Note F)


 


Shareholders’ equity:
 

 
 

Common stock, $1.00 par value, 80,000,000 shares authorized; 33,579,640 and 32,032,327 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
33,580

 
32,032

Additional paid-in capital
31,401

 
32,520

Accumulated deficit
(6,115
)
 
(24,579
)
Accumulated other comprehensive (loss) income
(30
)
 
756

Total shareholders' equity
58,836

 
40,729

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
721,937

 
$
820,796

(*)  Derived from audited consolidated financial statements.
The accompanying notes are an integral part of the consolidated financial statements.

-3-




FOUR OAKS FINCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Amounts in thousands, except share data)
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Interest and dividend income:
 
 
 
 
 
 
 
Loans, including fees
$
6,284

 
$
6,334

 
$
12,648

 
$
12,700

Taxable investments
780

 
628

 
1,625

 
1,283

Dividends
87

 
81

 
166


163

Interest-earning deposits
132

 
184

 
308

 
342

Total interest and dividend income
7,283

 
7,227

 
14,747

 
14,488

Interest expense:
 

 
 

 
 
 
 
Deposits
599

 
722

 
1,243

 
1,457

Borrowings
778

 
1,014

 
1,547

 
2,016

Subordinated debentures
51

 
50

 
100

 
99

Subordinated promissory notes
254

 
254

 
506

 
506

Total interest expense
1,682

 
2,040

 
3,396

 
4,078

Net interest income
5,601

 
5,187

 
11,351

 
10,410

Provision for loan losses

 

 

 

Net interest income after provision for loan losses
5,601

 
5,187

 
11,351

 
10,410

Non-interest income:
 

 
 

 
 
 
 
Service charges on deposit accounts
382

 
413

 
797

 
813

Other service charges, commissions and fees
1,043

 
1,057

 
1,833

 
1,907

Gains on sale of investment securities available-for-sale, net

 
90

 
56

 
214

Recovery of impairment loss and gain on redemption of equity securities

 

 

 
89

Income from investment in life insurance
48

 
53

 
98

 
107

Indemnification from third party payment processor clients
164

 
1,740

 
343

 
2,278

Other non-interest income
53

 
45

 
93

 
92

Total non-interest income
1,690

 
3,398

 
3,220

 
5,500

Non-interest expenses:
 

 
 

 
 
 
 
Salaries
2,776

 
2,239

 
5,392

 
4,455

Employee benefits
536

 
476

 
1,092

 
962

Occupancy expenses
362

 
303

 
691

 
593

Equipment expenses
185

 
332

 
422

 
631

Professional and consulting fees
612

 
863

 
1,382

 
1,430

FDIC assessments
204

 
454

 
379

 
908

Foreclosed asset-related costs, net
158

 
83

 
261

 
447

Collection expenses
10

 
172

 
145

 
354

Other operating expenses
1,534

 
1,244

 
2,915

 
2,354

Total non-interest expenses
6,377

 
6,166

 
12,679

 
12,134

Income before income taxes
914

 
2,419

 
1,892

 
3,776

Income tax benefit
(16,572
)
 

 
(16,572
)
 

Net income
$
17,486

 
$
2,419

 
$
18,464

 
$
3,776

 
 
 
 
 
 
 
 
Basic net income per common share
$
0.54

 
$
0.27

 
$
0.58

 
$
0.45

Diluted net income per common share
$
0.54

 
$
0.27

 
$
0.57

 
$
0.45

Weighted Average Shares Outstanding, Basic
32,098,488

 
8,870,439

 
32,066,815

 
8,456,016

Weighted Average Shares Outstanding, Diluted
32,255,459

 
8,896,741

 
32,169,375

 
8,475,539

The accompanying notes are an integral part of the consolidated financial statements.

-4-




FOUR OAKS FINCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(Amounts in thousands)
 
  
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Net income
$
17,486

 
$
2,419

 
$
18,464

 
$
3,776

 
 
 
 
 
 
 
 
Other comprehensive (loss) income:
 

 
 

 
 

 
 

Securities available-for-sale:
 

 
 

 
 

 
 

Unrealized holding (losses) gains on available-for-sale securities
(1,326
)
 
397

 
(699
)
 
1,211

Tax effect

 

 

 

Reclassification of gains recognized in net income

 
(90
)
 
(56
)
 
(214
)
Tax effect

 

 

 

Amortization of unrealized losses on investment securities transferred from available-for-sale to held-to-maturity
(15
)
 
(24
)
 
(31
)
 
(52
)
Tax effect

 

 

 

Total other comprehensive (loss) income
(1,341
)
 
283

 
(786
)
 
945

 
 
 
 
 
 
 
 
Comprehensive income
$
16,145

 
$
2,702

 
$
17,678

 
$
4,721

 
The accompanying notes are an integral part of the consolidated financial statements.



-5-




 FOUR OAKS FINCORP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
(Amounts in thousands, except share data)
 
 
Common stock
 
Additional
paid-in
capital
 
Accumulated
deficit
 
Accumulated other comprehensive (loss) income
 
Total
shareholders'
equity
 
Shares
 
Amount
 
 
 
 
BALANCE, DECEMBER 31, 2013
7,977,657

 
$
7,978

 
$
34,269

 
$
(20,390
)
 
$
(234
)
 
$
21,623

Net income

 

 

 
3,776

 

 
3,776

Other comprehensive income

 

 

 

 
945

 
945

Stock based compensation

 

 
20

 

 

 
20

Issuance of common stock
900,138

 
900

 
40

 

 

 
940

BALANCE, JUNE 30, 2014
8,877,795

 
$
8,878

 
$
34,329

 
$
(16,614
)
 
$
711

 
$
27,304


 
Common stock
 
Additional
paid-in
capital
 
Accumulated
deficit
 
Accumulated other comprehensive
income (loss)
 
Total
shareholders'
equity
 
Shares
 
Amount
 
 
 
 
BALANCE, DECEMBER 31, 2014
32,032,327

 
$
32,032

 
$
32,520

 
$
(24,579
)
 
$
756

 
$
40,729

Net income

 

 

 
18,464

 

 
18,464

Other comprehensive loss

 

 

 

 
(786
)
 
(786
)
Stock based compensation

 

 
284

 

 

 
284

Issuance of common stock
101,313

 
102

 
43

 

 

 
145

Issuance of restricted stock
1,446,000

 
1,446

 
(1,446
)
 

 

 

BALANCE, JUNE 30, 2015
33,579,640

 
$
33,580

 
$
31,401

 
$
(6,115
)
 
$
(30
)
 
$
58,836

 
The accompanying notes are an integral part of the consolidated financial statements.

-6-




FOUR OAKS FINCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)
 
 
 
Six Months Ended
 
June 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
18,464

 
$
3,776

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Deferred income tax benefit
(16,572
)
 

Provision for depreciation and amortization
351

 
439

Net amortization of bond premiums and discounts
591

 
600

Stock based compensation
284

 
20

Gain on sale of investment securities
(56
)
 
(214
)
Gain on disposition of bank premises and equipment

 
(4
)
Gain on sale of foreclosed assets, net
(33
)
 
(69
)
Valuation adjustment on foreclosed assets
249

 
295

Earnings on bank-owned life insurance
(98
)
 
(107
)
Earnings from mortgage banking operations
(293
)
 
(110
)
Originations of mortgage loans held for sale
(14,314
)
 
(13,372
)
Proceeds from sale of loans held for sale
14,976

 
12,901

Recovery of impairment loss on redemption of securities

 
(89
)
Changes in assets and liabilities:
 
 
 
Other assets
1,181

 
(263
)
Accrued interest receivable
1

 
26

Other liabilities
582

 
(887
)
Accrued interest payable
60

 
88

Net cash provided by operating activities
5,373

 
3,030

 
 
 
 
Cash flows from investing activities:
 

 
 

Proceeds from sales and calls of investment securities available-for-sale
3,618

 
19,981

Proceeds from paydowns of investment securities available-for-sale
3,263

 
723

Proceeds from paydowns of investment securities held-to-maturity
7,942

 
7,152

Purchases of investment securities available-for-sale
(18,861
)
 
(3,969
)
Redemption of certificates of deposit
2,059

 
5,390

Redemption of FHLB stock
224

 
298

Net (increase) decrease in loans outstanding
(5,310
)
 
14,844

Purchases of bank premises and equipment
(197
)
 
(32
)
Proceeds from sales of foreclosed assets
1,840

 
2,770

Net cash (used in) provided by investing activities
(5,422
)
 
47,157

 
 
 
 
Cash flows from financing activities:
 

 
 

Net (decrease) increase in deposit accounts
(117,608
)
 
6,938

Proceeds from issuance of common stock
145

 
940

Net cash (used in) provided by financing activities
(117,463
)
 
7,878

 
 
 
 
Change in cash and cash equivalents
(117,512
)
 
58,065

Cash and cash equivalents at beginning of period
158,527

 
128,629

Cash and cash equivalents at end of period
$
41,015

 
$
186,694


-7-




FOUR OAKS FINCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Amounts in thousands)
 
 
Six Months Ended
 
June 30,
 
2015
 
2014
Supplemental disclosures of cash flow information:
 
 
 
Interest paid on deposits and borrowings
$
3,336

 
$
3,990

Income taxes paid

 
50

 
 
 
 
Supplemental disclosures of noncash investing and financing activities:
 

 
 

Unrealized (losses) gains on investment securities available-for-sale
$
(755
)
 
$
1,163

Amortization of net losses on investment securities transferred to held-to-maturity
(31
)
 
(52
)
Transfer of loans to foreclosed assets
1,015

 
542

Loans transferred from held for sale to held for investment
109

 

Loans transferred from held for investment to held for sale
2,510

 


The accompanying notes are an integral part of the consolidated financial statements.


-8-


FOUR OAKS FINCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 

NOTE A - BASIS OF PRESENTATION

In management’s opinion, the financial information contained in the accompanying unaudited consolidated financial statements reflects all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the financial information as of and for the six months ended June 30, 2015 and 2014, in conformity with accounting principles generally accepted in the United States of America.  The consolidated financial statements include the accounts and transactions of Four Oaks Fincorp, Inc., a bank holding company incorporated under the laws of the State of North Carolina (the “Company”), and its wholly-owned subsidiary, Four Oaks Bank & Trust Company (the “Bank”). Operating results for the six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015.

The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the consolidated financial statements filed as part of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. This Quarterly Report should be read in conjunction with such Annual Report.

Certain amounts previously presented in the Company's Consolidated Financial Statements for the prior periods have been reclassified to conform to current classifications. All such reclassifications had no impact on the prior periods' Statements of Operations, Comprehensive Income, or Shareholders' Equity as previously reported.

Recent Accounting Pronouncements

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The existing recognition and measurement guidance for debt issuance costs are not affected by this update. ASU 2015-03 is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not believe the adoption of this update will have a material impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date the financial statements are issued. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. If the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables financial statement users to understand the principal conditions or events that raised substantial doubt, management’s evaluation of the conditions and management’s plans to alleviate the substantial doubt. If substantial doubt exists about an entity’s ability to continue as a going concern, and the substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern. The amendments in this update become effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company does not believe the adoption of this update will have a material impact on the Company’s consolidated financial statements.

-9-


In August 2014, the FASB issued ASU No. 2014-14, Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure.  This update addresses classification of government-guaranteed mortgage loans, including those where guarantees are offered by the Federal Housing Administration (“FHA”), the U.S. Department of Housing and Urban Development (“HUD”), and the U.S. Department of Veterans Affairs (“VA”).  Although current accounting guidance stipulates proper measurement and classification in situations where a creditor obtains from a debtor, assets in satisfaction of a receivable (such as through foreclosure), current guidance does not specify how to measure and classify foreclosed mortgage loans that are government-guaranteed.  Under the provisions of this update, a creditor would derecognize a mortgage loan that has been foreclosed upon, and recognize a separate receivable if the following conditions are met: (1) The loan has a government guarantee that is not separable from the loan before foreclosure, (2) At the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim, and (3) At the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed.  The amendments within this update are effective for annual and interim periods beginning after December 15, 2014.  The adoption of the new guidance did not have a material impact on the Company's consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) which supersedes the revenue recognition requirements of Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition, and most industry-specific guidance on revenue recognition throughout the ASC. The new standard is principles based and provides a five step model to determine when and how revenue is recognized. The core principle of the new standard is that revenue should be recognized when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard also requires disclosure of qualitative and quantitative information surrounding the amount, nature, timing and uncertainty of revenues and cash flows arising from contracts with customers. On April 1, 2015, the FASB voted to propose to defer the effective date of the new revenue recognition standard by one year. Based on the proposed decision, public organizations would apply the new revenue standard to annual reporting periods beginning after December 15, 2017. Early adoption is not permitted. The Company is currently evaluating the impact of adoption of the new standard on its consolidated financial statements.

In January 2014, the FASB issued ASU No. 2014-04, Receivables–Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. This update clarifies that an in-substance repossession or foreclosure occurs upon either the creditor obtaining legal title to the residential real estate property or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. This amendment is effective for annual and interim periods beginning after December 15, 2014. The adoption of the new guidance did not have a material impact on the Company's consolidated financial statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

From time to time the FASB issues exposure drafts for proposed statements of financial accounting standards. Such exposure drafts are subject to comment from the public, to revisions by the FASB and to final issuance by the FASB as statements of financial accounting standards. Management considers the effect of the proposed statements on the consolidated financial statements of the Company and monitors the status of changes to and proposed effective dates of exposure drafts.



-10-


NOTE B - NET INCOME PER SHARE
 
Basic net income per share represents earnings credited to common shareholders divided by the weighted average number of common shares outstanding during the period.  Diluted net income per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.  Potential common shares that may be issued by the Company relate to outstanding stock options.

Basic and diluted net income per common share have been computed based upon net income as presented in the accompanying consolidated statements of operations divided by the weighted average number of common shares outstanding or assumed to be outstanding as summarized below (amounts in thousands, except share data)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Net income available to common shareholders
$
17,486

 
$
2,419

 
$
18,464

 
$
3,776

 
 
 
 
 
 
 
 
Weighted average number of common shares - basic
32,098,488

 
8,870,439

 
32,066,815

 
8,456,016

Effect of dilutive stock options
15,922

 
26,302

 
15,412

 
19,523

Effect of dilutive restricted stock awards
141,049

 

 
87,148

 

Weighted average number of common shares - dilutive
32,255,459

 
8,896,741

 
32,169,375

 
8,475,539

 
 
 
 
 
 
 
 
Basic earnings per common share
$
0.54

 
$
0.27

 
$
0.58

 
$
0.45

Diluted earnings per common share
$
0.54

 
$
0.27

 
$
0.57

 
$
0.45

Anti-dilutive awards
176,857

 
181,232

 
176,857

 
181,232


During 2014, 24.0 million shares of common stock were issued in connection with the Company's shareholder rights offering and concurrent private placement standby offering in which a net of $22.2 million of capital was raised. Consequently, the weighted average shares of common stock increased 23.4 million and 23.7 million for the three and six months ended June 30, 2015 as compared to the same periods in 2014. Additionally, the Company issued 1,446,000 shares of restricted stock on January 20, 2015 pursuant to the Four Oaks Fincorp, Inc. 2015 Restricted Stock Plan. Refer to Note I for additional information on the restricted stock grant.

-11-


NOTE C – INVESTMENT SECURITIES

The amortized cost, gross unrealized gains, gross unrealized losses, and fair values of securities available-for-sale and securities held-to-maturity as of June 30, 2015 and December 31, 2014 are as follows (amounts in thousands):

 
June 30, 2015
Securities Available-for-Sale:
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Taxable municipal securities
$
27,576

 
$
475

 
$
402

 
$
27,649

Mortgage-backed securities
 
 
 
 
 
 
 
GNMA
15,785

 
59

 
33

 
15,811

FNMA & FHLMC
32,083

 
6

 
268

 
31,821

Equity securities
11

 

 

 
11

Total
$
75,455

 
$
540

 
$
703

 
$
75,292


 
June 30, 2015
Securities Held-to-Maturity:
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Taxable municipal securities
$
3,557

 
$
3

 
$
24

 
$
3,536

Mortgage-backed securities
 
 
 
 
 
 
 
GNMA
66,605

 
658

 
273

 
66,990

FNMA
3,057

 
38

 

 
3,095

Total
$
73,219

 
$
699

 
$
297

 
$
73,621


 
December 31, 2014
Securities Available-for-Sale:
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Taxable municipal securities
$
16,412

 
$
686

 
$
20

 
$
17,078

Mortgage-backed securities
 
 
 
 
 
 
 
GNMA
16,204

 
163

 
103

 
16,264

FNMA & FHLMC
30,992

 

 
134

 
30,858

Equity securities
11

 

 

 
11

Total
$
63,619

 
$
849

 
$
257

 
$
64,211


 
December 31, 2014
Securities Held-to-Maturity:
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
Taxable municipal securities
$
3,584

 
$

 
$
28

 
$
3,556

Mortgage-backed securities
 
 
 
 
 
 
 
  GNMA
74,482

 
887

 
244

 
75,125

  FNMA
3,517

 
44

 

 
3,561

Total
$
81,583

 
$
931

 
$
272

 
$
82,242


-12-


The following tables show gross unrealized losses and fair values of investment securities, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at June 30, 2015 and December 31, 2014 (amounts in thousands).
 
June 30, 2015
 
Less Than 12 Months
 
12 Months or More
 
Total
 
# Securities
 
Fair
value
 
Unrealized
losses
 
# Securities
 
Fair
value
 
Unrealized
losses
 
Fair
value
 
Unrealized
losses
Securities Available-for-Sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable municipal securities
19

 
$
16,444

 
$
402

 

 
$

 
$

 
$
16,444

 
$
402

Mortgage-backed securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GNMA
2

 
8,016

 
33

 

 

 

 
8,016

 
33

FNMA & FHLMC
8

 
27,139

 
268

 

 

 
$

 
27,139

 
268

Total temporarily impaired securities
29

 
$
51,599

 
$
703

 

 
$

 
$

 
$
51,599

 
$
703


 
June 30, 2015
 
Less Than 12 Months
 
12 Months or More
 
Total
Securities Held-to-Maturity:
# Securities
 
Fair
value
 
Unrealized
losses
 
# Securities
 
Fair
value
 
Unrealized
losses
 
Fair
value
 
Unrealized
losses
Taxable municipal securities

 
$

 
$

 
6

 
$
2,900

 
$
24

 
$
2,900

 
$
24

Mortgage-backed securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GNMA
4

 
7,456

 
59

 
7

 
12,921

 
214

 
20,377

 
273

Total temporarily impaired securities
4

 
$
7,456

 
$
59

 
13

 
$
15,821

 
$
238

 
$
23,277

 
$
297


 
December 31, 2014
 
Less Than 12 Months
 
12 Months or More
 
Total
Securities Available-for-Sale:
# Securities
 
Fair
value
 
Unrealized
losses
 
# Securities
 
Fair
value
 
Unrealized
losses
 
Fair
value
 
Unrealized
losses
Taxable municipal securities
2

 
$
2,580

 
$
20

 

 
$

 
$

 
$
2,580

 
$
20

Mortgage-backed securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GNMA
2

 
7,425

 
103

 

 

 

 
7,425

 
103

FNMA & FHLMC
6

 
30,858

 
134

 

 

 

 
30,858

 
134

Total temporarily impaired securities
10

 
$
40,863

 
$
257

 

 
$

 
$

 
$
40,863

 
$
257


 
December 31, 2014
 
Less Than 12 Months
 
12 Months or More
 
Total
Securities Held-to-Maturity:
# Securities
 
Fair
value
 
Unrealized
losses
 
# Securities
 
Fair
value
 
Unrealized
losses
 
Fair
value
 
Unrealized
losses
Taxable municipal securities

 
$

 
$

 
10

 
$
3,556

 
$
28

 
$
3,556

 
$
28

Mortgage-backed securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GNMA
6

 
7,594

 
41

 
6

 
12,240

 
203

 
19,834

 
244

Total temporarily impaired securities
6

 
$
7,594

 
$
41

 
16

 
$
15,796

 
$
231

 
$
23,390

 
$
272



-13-


Management evaluates each quarter whether unrealized losses on securities represent impairment that is other than temporary. For debt securities, the Company considers its intent to sell the securities or if it is more likely than not that the Company will be required to sell the securities.  If such impairment is identified, based upon the intent to sell or the more likely than not threshold, the carrying amount of the security is reduced to fair value with a charge to earnings. Upon the result of the aforementioned review, management then reviews for potential other than temporary impairment based upon other qualitative factors.  In making this evaluation, management considers changes in market rates relative to those available when the security was acquired, changes in market expectations about the timing of cash flows from securities that can be prepaid, performance of the debt security, and changes in the market's perception of the issuer's financial health and the security's credit quality.  If determined that a debt security has incurred other than temporary impairment, then the amount of the credit related impairment is determined.  If a credit loss is evident, the amount of the credit loss is charged to earnings and the non-credit related impairment is recognized through other comprehensive income.

The unrealized gains and losses on securities at June 30, 2015 resulted from changing market interest rates compared to the yields available at the time the underlying securities were purchased. As of June 30, 2015, there were 13 of 55 Government National Mortgage Association ("GNMA") mortgage-backed securities ("MBS"), 8 of 12 Federal National Mortgage Association ("FNMA") and Federal Home Loan Mortgage Corporation ("FHLMC") MBS, and 25 of 41 taxable municipal securities that contained net unrealized losses. Management identified no impairment related to credit quality.  For debt securities in an unrealized loss position, the Company does not intend to sell and it is not likely that the Company will be required to sell these securities before the anticipated recovery of the amortized cost basis. As a result, no other than temporary impairment losses were recognized during the three and six months ended June 30, 2015.

-14-


The amortized cost and fair value of available-for-sale and held-to-maturity securities at June 30, 2015 by expected maturities are shown on the following table (amounts in thousands). Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
June 30, 2015
Securities Available-for-Sale:
Amortized Cost
 
Fair Value
Taxable municipal securities:
 
 
 
Due within one year
$

 
$

Due after one year through five years

 

Due after five years through ten years

 

Due after ten years
27,576

 
27,649

Total taxable municipal securities
27,576

 
27,649

 
 
 
 
Mortgage-backed securities - GNMA/FNMA & FHLMC:
 
 
 
Due within one year

 

Due after one year through five years

 

Due after five years through ten years

 

Due after ten years
47,868

 
47,632

Total mortgage-backed securities - GNMA/FNMA & FHLMC
47,868

 
47,632

 
 
 
 
Other securities:
 
 
 
Equity securities
11

 
11

Total other securities
11

 
11

 
 
 
 
Total available-for-sale securities
$
75,455

 
$
75,292

 
 
 
 
Securities Held-to-Maturity:
 
 
 
Taxable municipal securities:
 
 
 
Due within one year
$
101

 
$
101

Due after one year through five years
1,607

 
1,601

Due after five years through ten years
1,849

 
1,834

Due after ten years

 

Total taxable municipal securities
3,557

 
3,536

 
 
 
 
Mortgage-backed securities - GNMA/FNMA:
 
 
 
Due within one year

 

Due after one year through five years

 

Due after five years through ten years
5,100

 
5,213

Due after ten years
64,562

 
64,872

Total mortgage-backed securities - GNMA/FNMA
69,662

 
70,085

 
 
 
 
Total held-to-maturity securities
$
73,219

 
$
73,621


Securities with a carrying value of approximately $100.4 million and $101.8 million at June 30, 2015 and December 31, 2014, respectively, were pledged to secure public deposits and for other purposes required or permitted by law. Sales and calls of securities available-for-sale for the six months ended June 30, 2015 and 2014 of $3.6 million and $20.0 million generated net realized gains of $56,000 and $214,000, respectively, and no gross realized losses for either period. Sales and calls of securities available-for-sale for the three months ended June 30, 2015 and 2014 of $1.0 million and $6.6 million generated net realized gains of $0 and $90,000, respectively, and no gross realized losses for either period.

-15-


NOTE D – LOANS AND ALLOWANCE FOR LOAN LOSSES

The Company has adopted comprehensive lending policies, underwriting standards and loan review procedures, which are reviewed on a regular basis. Each class of loans is subject to risks that could have an adverse impact on the credit quality of the loan portfolio. Loans are primarily made in the Company's market area in North Carolina, principally Johnston County, and parts of Wake, Harnett, Duplin, Sampson, and Moore counties. There have been no significant changes to the loan class definitions outlined in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.
During the third quarter of 2014, the Company transferred loans from held for investment to held for sale in anticipation of near term loan sales as a result of the Company's previously disclosed asset resolution plan (the "Asset Resolution Plan"). These loans are not included in the tables within Note D; however, additional details about these loans have been added to provide information on the credit quality of these assets.

The classification of loan segments as of June 30, 2015 and December 31, 2014 are summarized as follows (amounts in thousands):
 
June 30, 2015
 
December 31, 2014
Commercial and industrial
$
26,499

 
$
24,286

Commercial construction and land development
51,388

 
53,642

Commercial real estate
204,569

 
200,510

Residential construction
27,962

 
28,130

Residential mortgage
134,586

 
135,022

Consumer
6,393

 
7,248

Consumer credit cards
2,211

 
2,276

Business credit cards
1,270

 
1,251

Other
431

 
499

Gross loans
455,309

 
452,864

Less:
 

 
 

Net deferred loan fees
(724
)
 
(608
)
Net loans before allowance
454,585

 
452,256

Allowance for loan losses
(9,812
)
 
(9,377
)
Total net loans 
$
444,773

 
$
442,879

 
 
 
 
Loans held for sale
$
4,914

 
$
2,882




-16-


Allowance for Loan Losses and Recorded Investment in Loans
 
The allowance for loan losses represents management’s estimate of an amount adequate to provide for known and inherent losses in the loan portfolio in the normal course of business.  Management evaluates the adequacy of this allowance on at least a quarterly basis, which includes a review of loans both specifically and collectively evaluated for impairment.

The following tables are an analysis of the allowance for loan losses by loan segment as of and for the three and six months ended June 30, 2015 and 2014 and as of and for the twelve months ended December 31, 2014 (amounts in thousands). These tables do not include loans classified as held for sale.
 
Three Months Ended
 
June 30, 2015
 
 
 
Real Estate
 
 
 
 
 
 
Allowances for loan losses:
Commercial
and
Industrial
 
Commercial
Construction
and Land
Development
 
Commercial
Real
Estate
 
Residential
Construction
 
Residential
Mortgage
 
Consumer
 
Other
 
Totals
Balance, beginning of period
$
170


$
5,102


$
2,670


$
412


$
1,318


$
82


$
36


$
9,790

























Provision for loan losses
(73
)

38


195


(94
)

(154
)

53


35



























Loans charged-off
(38
)

(19
)

(202
)



(17
)

(44
)

(42
)

(362
)
Recoveries
94


185


6




77


21


1


384

Net recoveries (charge-offs)
56


166


(196
)



60


(23
)

(41
)

22

























Balance, end of period
$
153


$
5,306


$
2,669


$
318


$
1,224


$
112


$
30


$
9,812

























 
Six Months Ended
 
June 30, 2015
 
 
 
Real Estate
 
 
 
 
 
 
Allowances for loan losses:
Commercial
and
Industrial
 
Commercial
Construction
and Land
Development
 
Commercial
Real
Estate
 
Residential
Construction
 
Residential
Mortgage
 
Consumer
 
Other
 
Totals
Balance, beginning of period
$
119

 
$
5,105

 
$
2,382

 
$
436

 
$
1,206

 
$
89

 
$
40

 
$
9,377

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
(59
)
 
(284
)
 
303

 
(118
)
 
60

 
68

 
30

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans charged-off
(47
)
 
(19
)
 
(206
)
 

 
(165
)
 
(98
)
 
(42
)
 
(577
)
Recoveries
140

 
504

 
190

 

 
123

 
53

 
2

 
1,012

Net recoveries (charge-offs)
93

 
485

 
(16
)
 

 
(42
)
 
(45
)
 
(40
)
 
435

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, end of period
$
153

 
$
5,306

 
$
2,669

 
$
318

 
$
1,224

 
$
112

 
$
30

 
$
9,812

Ending balance: individually evaluated for impairment
$

 
$
498

 
$
116

 
$
2

 
$

 
$
3

 
$

 
$
619

Ending balance: collectively evaluated for impairment (1)
$
153

 
$
4,808

 
$
2,553

 
$
316

 
$
1,224

 
$
109

 
$
30

 
$
9,193

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Balance, end of period
$
27,769

 
$
51,388

 
$
204,569

 
$
27,962

 
$
134,586

 
$
8,604

 
$
431

 
$
455,309

Ending balance: individually evaluated for impairment
$

 
$
3,857

 
$
3,496

 
$
771

 
$
1,886

 
$
3

 
$
41

 
$
10,054

Ending balance: collectively evaluated for impairment (1)
$
27,769

 
$
47,531

 
$
201,073

 
$
27,191

 
$
132,700

 
$
8,601

 
$
390

 
$
445,255

(1) At June 30, 2015, there were $304,000 in impaired loans collectively evaluated for impairment with $24,000 in reserves established.


-17-


 
Three Months Ended
 
June 30, 2014
 
 
 
Real Estate
 
 
 
 
 
 
Allowances for loan losses:
Commercial
and
Industrial
 
Commercial
Construction
and Land
Development
 
Commercial
Real
Estate
 
Residential
Construction
 
Residential
Mortgage
 
Consumer
 
Other
 
Totals
Balance, beginning of period
$
407

 
$
5,482

 
$
2,847

 
$
701

 
$
1,900

 
$
170

 
$
9

 
$
11,516

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
(92
)
 
107

 
(326
)
 
90

 
171

 
44

 
6

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans charged-off
(1
)
 
(164
)
 
(283
)
 
(171
)
 
(173
)
 
(47
)
 

 
(839
)
Recoveries
75

 
142

 
3

 

 
47

 
2

 

 
269

Net recoveries (charge-offs)
74

 
(22
)
 
(280
)
 
(171
)
 
(126
)
 
(45
)
 

 
(570
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, end of period
$
389

 
$
5,567

 
$
2,241

 
$
620

 
$
1,945

 
$
169

 
$
15

 
$
10,946

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
June 30, 2014
 
 
 
Real Estate
 
 
 
 
 
 
Allowances for loan losses:
Commercial
and
Industrial
 
Commercial
Construction
and Land
Development
 
Commercial
Real
Estate
 
Residential
Construction
 
Residential
Mortgage
 
Consumer
 
Other
 
Totals
Balance, beginning of period
$
487

 
$
5,037

 
$
2,981

 
$
713

 
$
2,146

 
$
188

 
$
38

 
$
11,590

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
(188
)
 
663

 
(412
)
 
78

 
(150
)
 
53

 
(44
)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans charged-off
(24
)
 
(317
)
 
(490
)
 
(171
)
 
(240
)
 
(89
)
 

 
(1,331
)
Recoveries
114

 
184

 
162

 

 
189

 
17

 
21

 
687

Net recoveries (charge-offs)
90

 
(133
)
 
(328
)
 
(171
)
 
(51
)
 
(72
)
 
21

 
(644
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, end of period
$
389

 
$
5,567

 
$
2,241

 
$
620

 
$
1,945

 
$
169

 
$
15

 
$
10,946

Ending balance: individually evaluated for impairment
$
116

 
$
1,078

 
$
353

 
$

 
$
580

 
$

 
$

 
$
2,127

Ending balance: collectively evaluated for impairment (1)
$
273

 
$
4,489

 
$
1,888

 
$
620

 
$
1,365

 
$
169

 
$
15

 
$
8,819

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Balance, end of period
$
25,966

 
$
59,705

 
$
204,625

 
$
30,471

 
$
146,877

 
$
8,918

 
$
653

 
$
477,215

Ending balance: individually evaluated for impairment
$
633

 
$
10,924

 
$
10,795

 
$
524

 
$
9,029

 
$
533

 
$

 
$
32,438

Ending balance: collectively evaluated for impairment (1)
$
25,333

 
$
48,781

 
$
193,830

 
$
29,947

 
$
137,848

 
$
8,385

 
$
653

 
$
444,777

(1) At June 30, 2014, there were $1.5 million in impaired loans collectively evaluated for impairment with $142,000 in reserves established.


-18-


 
Twelve Months Ended
 
December 31, 2014
 
 
 
Real Estate
 
 
 
 
 
 
Allowances for loan losses:
Commercial
and
Industrial
 
Commercial
Construction
and Land
Development
 
Commercial
Real
Estate
 
Residential
Construction
 
Residential
Mortgage
 
Consumer
 
Other
 
Totals
Balance, beginning of period
$
487

 
$
5,037

 
$
2,981

 
$
713

 
$
2,146

 
$
188

 
$
38

 
$
11,590

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
(84
)
 
2,778

 
2,382

 
(106
)
 
3,041

 
(36
)
 
(21
)
 
7,954

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans charged-off
(492
)
 
(3,107
)
 
(3,315
)
 
(171
)
 
(4,847
)
 
(183
)
 

 
(12,115
)
Recoveries
208

 
397

 
334

 

 
866

 
120

 
23

 
1,948

Net (charge-offs) recoveries
(284
)
 
(2,710
)
 
(2,981
)
 
(171
)
 
(3,981
)
 
(63
)
 
23

 
(10,167
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, end of period
$
119

 
$
5,105

 
$
2,382

 
$
436

 
$
1,206

 
$
89

 
$
40

 
$
9,377

Ending balance: individually evaluated for impairment
$

 
$
516

 
$
4

 
$

 
$

 
$
4

 
$

 
$
524

Ending balance: collectively evaluated for impairment (1)
$
119

 
$
4,589

 
$
2,378

 
$
436

 
$
1,206

 
$
85

 
$
40

 
$
8,853

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Balance, end of period
$
25,537

 
$
53,642

 
$
200,510

 
$
28,130

 
$
135,022

 
$
9,524

 
$
499

 
$
452,864

Ending balance: individually evaluated for impairment
$

 
$
6,678

 
$
3,801

 
$

 
$
2,030

 
$
471

 
$

 
$
12,980

Ending balance: collectively evaluated for impairment (1)
$
25,537

 
$
46,964

 
$
196,709

 
$
28,130

 
$
132,992

 
$
9,053

 
$
499

 
$
439,884

(1) At December 31, 2014, there were $436,000 in impaired loans collectively evaluated for impairment with $139,000 in reserves established.

-19-


Credit Risk

The Company uses an internal grading system to assign the degree of inherent risk on each individual loan. The grade is initially assigned by the lending officer and reviewed by the credit administration function throughout the life of the loan. There have been no significant changes in credit grade definitions as outlined in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

The following tables are an analysis of the creditworthiness by loan class and credit card portfolio exposure as of June 30, 2015 and December 31, 2014 (amounts in thousands).
 
June 30, 2015
 
 
 
Real Estate
 
 
 
 
 
 
 
Commercial
and
Industrial
 
Commercial
Construction
and Land
Development
 
Commercial
Real
Estate
 
Residential
Construction
 
Residential
Mortgage
 
Consumer
 
Other
 
Totals
1 - Lowest Risk
$
1,945

 
$

 
$

 
$

 
$

 
$
1,680

 
$
4

 
$
3,629

2 - Satisfactory Quality
651

 
743

 
1,757

 

 
14,466

 
255

 
9

 
17,881

3 - Satisfactory Quality - Merits Attention
11,747

 
10,470

 
88,263

 
1,977

 
55,433

 
1,149

 
209

 
169,248

4 - Low Satisfactory
11,895

 
34,997

 
107,358

 
24,605

 
56,304

 
3,231

 
140

 
238,530

5 - Special Mention
258

 
2,723

 
5,585

 
609

 
6,656

 
56

 
28

 
15,915

6-8 - Substandard (1)
3

 
2,455

 
1,606

 
771

 
1,727

 
22

 
41

 
6,625

 
$
26,499

 
$
51,388

 
$
204,569

 
$
27,962

 
$
134,586

 
$
6,393

 
$
431

 
$
451,828

 
Consumer - 
Credit Card
 
Business-
Credit Card
Performing
$
2,194

 
$
1,256

Non Performing
17

 
14

Total
$
2,211

 
$
1,270

 
 
 
 
Total Loans
 
 
$
455,309

(1) The above table includes loans held for investment only. As of June 30, 2015, there were $4.1 million in Risk Grade 6 loans classified as loans held for sale.











-20-


 
December 31, 2014
 
 
 
Real Estate
 
 
 
 
 
 
 
Commercial
and
Industrial
 
Commercial
Construction
and Land
Development
 
Commercial
Real
Estate
 
Residential
Construction
 
Residential
Mortgage
 
Consumer
 
Other
 
Totals
1 - Lowest Risk
$
2,099

 
$

 
$

 
$

 
$

 
$
1,638

 
$

 
$
3,737

2 - Satisfactory Quality
606

 
630

 
2,206

 

 
14,794

 
314

 
11

 
18,561

3 - Satisfactory Quality - Merits Attention
9,506

 
10,625

 
81,761

 
1,893

 
53,007

 
3,556

 
225

 
160,573

4 - Low Satisfactory
11,932

 
34,709

 
110,683

 
26,074

 
56,359

 
1,186

 
146

 
241,089

5 - Special Mention
143

 
1,892

 
3,989

 

 
8,720

 
62

 
117

 
14,923

6-8 - Substandard (1)

 
5,786

 
1,871

 
163

 
2,142

 
492

 

 
10,454

 
$
24,286

 
$
53,642

 
$
200,510

 
$
28,130

 
$
135,022

 
$
7,248

 
$
499

 
$
449,337

 
Consumer-
Credit Card
 
Business-
Credit Card
Performing
$
2,263

 
$
1,248

Non Performing
13

 
3

Total
$
2,276

 
$
1,251

 
 
 
 
Total Loans
 
 
$
452,864

(1) The above table includes loans held for investment only. As of December 31, 2014, there were $2.5 million in Risk Grade 6 loans classified as held for sale.

Asset Quality

The following tables are an age analysis of past due loans, including those on nonaccrual by loan class, as of June 30, 2015 and December 31, 2014 (amounts in thousands).
 
June 30, 2015
 
30-89 Days
Past Due (1)
 
Nonaccrual(1)
 
Greater than 90 Days Past Due
 
Total Past
Due
 
Current
 
Total
Loans
Commercial & industrial
$
24

 
$
3

 
$

 
$
27

 
$
26,472

 
$
26,499

Commercial construction & land development
141

 
2,412

 

 
2,553

 
48,835

 
51,388

Commercial real estate
433

 
1,116

 

 
1,549

 
203,020

 
204,569

Residential construction

 
771

 

 
771

 
27,191

 
27,962

Residential mortgage
497

 
774

 

 
1,271

 
133,315

 
134,586

Consumer
32

 
4

 

 
36

 
6,357

 
6,393

Consumer credit cards
62

 

 
17

 
79

 
2,132

 
2,211

Business credit cards
36

 

 
14

 
50

 
1,220

 
1,270

Other loans
65

 
41

 

 
106

 
325

 
431

Total
$
1,290

 
$
5,121

 
$
31

 
$
6,442

 
$
448,867

 
$
455,309

 
(1) The above table includes loans held for investment only. As of June 30, 2015, there were $389,000 in loans 30-89 past due and $3.1 million in loans on nonaccrual classified as loans held for sale.

-21-


 
December 31, 2014
 
30-89 Days
Past Due
(1)
 
Nonaccrual (1)
 
Greater than 90 Days Past Due
 
Total Past
Due
 
Current
 
Total
Loans
Commercial & industrial
$
14

 
$

 
$

 
$
14

 
$
24,272

 
$
24,286

Commercial construction & land development
27

 
5,533

 

 
5,560

 
48,082

 
53,642

Commercial real estate

 
983

 

 
983

 
199,527

 
200,510

Residential construction

 

 

 

 
28,130

 
28,130

Residential mortgage
1,058

 
1,271

 

 
2,329

 
132,693

 
135,022

Consumer
82

 
472

 

 
554

 
6,694

 
7,248

Consumer credit cards
46

 

 
14

 
60

 
2,216

 
2,276

Business credit cards
41

 

 
3

 
44

 
1,207

 
1,251

Other loans
84

 

 

 
84

 
415

 
499

Total
$
1,352

 
$
8,259

 
$
17

 
$
9,628

 
$
443,236

 
$
452,864

(1) The above table includes loans held for investment only. As of December 31, 2014, there were $67,000 in loans 30-89 days past due and $1.9 million in loans on nonaccrual classified as held for sale.

Nonperforming assets

Nonperforming assets at June 30, 2015 and December 31, 2014 consist of the following (amounts in thousands):
 
June 30, 2015
 
December 31, 2014
Loans past due ninety days or more and still accruing
$
31

 
$
17

Nonaccrual loans
5,121

 
8,259

Foreclosed assets
2,741

 
3,782

Loans held for sale - nonperforming
3,088

 
1,865

 Total nonperforming assets
$
10,981

 
$
13,923


As of June 30, 2015, there were $3.1 million of loans held for sale that were in nonaccrual status and therefore considered nonperforming.

Impaired Loans

Impaired loans are those loans for which the Bank does not expect full repayment of all principal and accrued interest when due either under the terms of the original loan agreement or within reasonably modified contractual terms. If the loan has been restructured, such as in the case of a troubled debt restructuring ("TDR"), the loan continues to be considered impaired for the duration of the restructured loan term. Whereas loans which are classified as Substandard (Risk Grade 6) are not necessarily impaired, all loans which are classified as Doubtful (Risk Grade 7) are considered impaired.

Once a loan has been determined to meet the definition of impairment, the amount of that impairment is measured through one of a number of available methods; a calculation of the net present value of the expected future cash flows of the loan discounted by the effective interest rate of the loan, through the observable market value of the loan or should the loan be collateral dependent, upon the fair market value of the underlying assets securing the loan. If a deficit is calculated, the amount of the measured impairment results in the establishment of a specific valuation allowance or charge-off, and is incorporated into the Bank's allowance for loan and lease losses.

When a loan has been designated as impaired and full collection of principal and interest under the contractual terms is not assured, the impaired loan will be placed into nonaccrual status and interest income will not be recognized. Payments received against such loans are initially applied fully to the principal balance of the note until the principal balance is satisfied. Subsequent payments are thereupon applied to the accrued interest balance which only then results in the recognition of interest income. Payments received against accruing impaired loans are applied in the same manner as that of accruing loans which have not been deemed impaired. The recorded investment in impaired notes does not include deferred fees or accrued interest and management deems this amount to be immaterial.

-22-


The following tables illustrate the impaired loans by loan class as of June 30, 2015 and December 31, 2014 (amounts in thousands).
 
June 30, 2015
 
As of Date
 
Year to Date
 
Recorded
Investment (1)
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Average
Recorded
Investment
 
Interest
Income
Recognized
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
Commercial construction & land development
2,485

 
4,558

 

 
2,619

 
10

Commercial real estate
3,123

 
3,880

 

 
3,164

 
66

Residential construction
437

 
437

 

 
395

 
5

Residential mortgage
2,044

 
2,319

 

 
2,119

 
43

Other
41

 
84

 

 
77

 
2

Subtotal:
8,130

 
11,278

 

 
8,374

 
126

 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 

 
 

 
 
 
 

 
 

Commercial and industrial
3

 
3

 

 
3

 

Commercial construction & land development
1,249

 
2,129

 
501

 
1,262

 
51

Commercial real estate
411

 
653

 
119

 
419

 
8

Residential construction
334

 
334

 
2

 
278

 
3

Residential mortgage
224

 
239

 
17

 
235

 
3

Consumer
7

 
9

 
4

 
8

 

Subtotal:
2,228

 
3,367

 
643

 
2,205

 
65

 
 
 
 
 
 
 
 
 
 
Totals:
 

 
 

 
 

 
 

 
 

Commercial
7,271

 
11,223

 
620

 
7,467

 
135

Consumer
48

 
93

 
4

 
85

 
2

Residential
3,039

 
3,329

 
19

 
3,027

 
54

Grand Total
$
10,358

 
$
14,645

 
$
643

 
$
10,579

 
$
191

(1) The above table includes loans held for investment only. As of June 30, 2015, there were $3.9 million in impaired loans classified as held for sale and there were no reserves recorded for these loans.

-23-


 
December 31, 2014
 
As of Date
 
Year to Date
 
Recorded
Investment (1)
 
Unpaid
Principal
Balance
 
Related
Allowance
 

Average
Recorded
Investment
 
Interest
Income
Recognized
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
Commercial construction & land development
$
5,445

 
$
6,454

 
$

 
$
6,715

 
$
15

Commercial real estate
3,468

 
4,295

 

 
4,103

 
139

Residential mortgage
2,030

 
1,614

 

 
2,279

 
59

Consumer
467

 
729

 

 
524

 

Subtotal:
11,410

 
13,092

 

 
13,621

 
213

 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 

 
 

 
 

 
 

 
 

Commercial construction & land development
1,433

 
2,656

 
580

 
1,866

 
92

Commercial real estate
372

 
379

 
17

 
378

 
19

Residential mortgage
192

 
169

 
61

 
224

 
5

Consumer
8

 
6

 
5

 
8

 

Subtotal:
2,005

 
3,210

 
663

 
2,476

 
116

 
 
 
 
 
 
 
 
 
 
Totals:
 

 
 

 
 

 
 

 
 

Commercial
10,718

 
13,784

 
597

 
13,062

 
265

Consumer
475

 
735

 
5

 
532

 

Residential
2,222

 
1,783

 
61

 
2,503

 
64

Grand Total:
$
13,415

 
$
16,302

 
$
663

 
$
16,097

 
$
329

(1) The above table includes loans held for investment only. As of December 31, 2014, there were $2.4 million in impaired loans classified as held for sale and there were no reserves recorded for these loans.


-24-


Troubled Debt Restructurings

Loans are classified as TDRs when, for economic or legal reasons which result in a debtor experiencing financial difficulties, the Bank grants a concession through a modification of the original loan agreement that would not otherwise be considered. The Bank's policy with respect to accrual of interest on loans restructured in a TDR process follows relevant supervisory guidance. If a borrower has demonstrated performance under the previous loan terms and shows capacity to perform under the restructured loan terms, continued accrual of interest at the restructured interest rate is considered and the loan is considered performing. If the borrower does not perform under the restructured terms, the loan is placed on nonaccrual status. If the borrower was materially delinquent on payments prior to the restructuring but shows the capacity to meet the restructured loan terms, the loan will likely continue as nonaccrual and nonperforming until such time as continued performance has been demonstrated, which is typically a period of at least six consecutive payments.

The following table provides a summary of loans modified as TDRs at June 30, 2015 and December 31, 2014 (amounts in thousands).
 
 
June 30, 2015
 
 
 Accrual
 
 Nonaccrual
 
 Total TDRs
 
 Allowance for Loan Losses Allocated
Commercial construction and land development
 
$
1,314

 
$
2,042

 
$
3,356

 
$
498

Commercial real estate
 
2,419

 
620

 
3,039

 
19

Residential mortgage
 
800

 
31

 
831

 

Consumer
 
3

 

 
3

 
4

Total modifications
 
$
4,536

 
$
2,693

 
$
7,229

 
$
521

 
 
December 31, 2014
 
 
 Accrual
 
 Nonaccrual
 
 Total TDRs
 
 Allowance for Loan Losses Allocated
Commercial construction and land development
 
$
1,336

 
$
2,776

 
$
4,112

 
$
516

Commercial real estate
 
2,469

 
552

 
3,021

 
4

Residential mortgage
 
950

 
54

 
1,004

 

Consumer
 
4

 
467

 
471

 
4

Total modifications
 
$
4,759

 
$
3,849

 
$
8,608

 
$
524

(1) The above table includes loans held for investment only. At June 30, 2015, there were $194,000 in accruing TDRs and $640,000 in TDRs in nonaccrual and classified as held for sale compared to $203,000 and $932,000, respectively, at December 31, 2014.

There were no new TDRs made to borrowers for the three and six months ended June 30, 2015 and there were no TDR loans modified during the previous twelve months that had a payment default for the three and six months ended June 30, 2015.

The table below details TDRs that the Bank has entered into during the twelve months ended June 30, 2015.
 
 
 
 
 
 
 
 
 
 
 
 
 
Twelve Months Ended June 30, 2015
 
Paid in full
 
Paying as restructured
 
Converted to nonaccrual
 
Foreclosure/Default
 
Number of loans
 
Recorded Investment
 
Number of loans
 
Recorded Investment
 
Number of loans
 
Recorded Investment
 
Number of loans
 
Recorded Investment
 
(amounts in thousands, except number of loans)
Extended payment terms

 
$

 
1

 
$
3

 

 
$

 

 
$

Total

 
$

 
1

 
$
3

 

 
$

 

 
$




-25-


NOTE E – SUBORDINATED DEBT

As of June 30, 2015 the Company was prohibited by the 2011 Written Agreement, described in Note H - Regulatory Restrictions of these Notes to Consolidated Financial Statements, from paying interest on its subordinated promissory notes and on its subordinated debentures in connection with its trust preferred securities ("TPS") without prior approval of the supervisory authorities. The Company and the Bank were also prohibited from declaring or paying dividends without prior approval of the supervisory authorities. On July 30, 2015 the 2011 Written Agreement was terminated and these restrictions eliminated. Prior to termination of the 2011 Written Agreement, the Company obtained approval to pay the interest on its subordinated promissory notes for the second quarter of 2015. The Company also exercised its right to defer regularly scheduled interest payments on its outstanding TPS and as of June 30, 2015, $999,000 of interest payments were accrued and deferred pursuant to the terms of the indenture governing the TPS.  The Company may not pay any cash dividends on its common stock, $1.00 par value per share, until it is current on interest payments on such TPS.


-26-


NOTE F - COMMITMENTS AND CONTINGENCIES

Commitments

The following table presents loan commitments at June 30, 2015 (amounts in thousands).
 
June 30, 2015
Commitments to extend credit
$
16,107

Undisbursed lines of credit
80,725

Financial stand-by letters of credit
368

Performance stand-by letters of credit
668

Legally binding commitments 
97,868

 
 

Unused credit card lines
13,579

 
 

Total 
$
111,447


Pledged Assets

Certain assets are pledged to secure municipal deposits, borrowings, and borrowing capacity, subject to certain limits, at the Federal Home Loan Bank (the "FHLB") and the Federal Reserve Bank of Richmond (the "FRB"), as well as for other purposes as required or permitted by law. FHLB borrowings are secured by cash, securities, and a floating lien covering the Company's loan portfolio of qualifying residential (1-4 units) first mortgage and commercial real estate loans. In addition, securities are pledged against the Company's ability to borrow funds from various short term lines of credit, and utilizing the discount window of the FRB. The following table provides the total market value of pledged assets by asset type at June 30, 2015 (amounts in thousands).
 
June 30, 2015
Securities
100,383

Loans
41,942


Litigation Proceedings

In October 2013, multiple putative class action lawsuits were filed in United States district courts across the country against a number of different banks based on the banks’ alleged role in “payday lending”. Four of these lawsuits, filed in the Northern District of Georgia, the Middle District of North Carolina, the District of Maryland, and the Southern District of Florida, named the Bank as one of the defendants. The lawsuits allege that, by processing Automatic Clearing House transactions indirectly on behalf of "payday" lenders, the Bank is illegally participating in an enterprise to collect unlawful debts and is therefore liable to plaintiffs for damages under the federal Racketeer Influenced and Corrupt Organizations Act. The lawsuits also allege a variety of state law claims. The Bank moved to dismiss each of these lawsuits. As previously reported, the Georgia action was voluntarily dismissed by the plaintiffs and the District of Maryland granted the motion and dismissed the case, which the parties subsequently settled while on appeal to the United States Court of Appeals for the Fourth Circuit. Of the two remaining lawsuits, there are no updates to the lawsuit in the Southern District of Florida, which, as previously reported, has been stayed pending arbitration of the plaintiff's claims against the Bank’s co-defendants. The Middle District of North Carolina granted the motion in part and denied it in part; the case is proceeding in the district court.
 
Additionally, the Company is party to certain legal actions in the ordinary course of its business. The Company believes these actions are routine in nature and incidental to the operation of its business. While the outcome of these actions cannot be predicted with certainty, management’s present judgment is that the ultimate resolution of these matters will not have a material adverse impact on its business, financial condition, results of operations, cash flows or prospects. If, however, the Company's assessment of these actions is inaccurate, or there are any significant adverse developments in these actions, its business, financial condition, results of operations, cash flows and prospects could be adversely affected.
 


-27-


NOTE G – FAIR VALUE MEASUREMENT

Fair Value Measured on a Recurring Basis.  

The Company measures certain assets at fair value on a recurring basis, as described below.

Investment Securities Available-for-Sale

Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities have historically included equity securities traded on an active exchange, such as the New York Stock Exchange. As of June 30, 2015, there were no Level 1 securities. Level 2 securities include taxable municipalities, mortgage-backed securities issued by government sponsored entities, and certain equity securities.  The Company’s mortgage-backed securities were primarily issued by GNMA, FNMA, and FHLMC.  As of June 30, 2015, all of the Company’s mortgage-backed securities were agency issued and designated as Level 2 securities.  Securities historically classified as Level 3 include trust preferred securities in less liquid markets; however, as of June 30, 2015, there were no Level 3 securities.

The following table presents information about assets measured at fair value on a recurring basis at June 30, 2015 and December 31, 2014 (amounts in thousands).
 
 
 
 
 
Fair Value Measurements at
 
 
 
 
 
June 30, 2015, Using
 
Total Carrying
Amount in the
Consolidated
Balance Sheet
 
Assets
Measured
at Fair Value
 
Quoted Prices
 in Active
Markets
for Identical
Assets
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
Available-for-Sale Securities:
6/30/2015
 
6/30/2015
 
(Level 1)
 
(Level 2)
 
(Level 3)
Taxable municipal securities
$
27,649

 
$
27,649

 
$

 
$
27,649

 
$

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
GNMA
15,811

 
15,811

 

 
15,811

 

FNMA & FHLMC
31,821

 
31,821

 

 
31,821

 

Equity securities
11

 
11

 

 
11

 

Total available-for-sale securities
$
75,292

 
$
75,292

 
$

 
$
75,292

 
$

 
 
 
 
 
 
Fair Value Measurements at
 
 
 
 
 
December 31, 2014, Using
 
Total Carrying
Amount in the Consolidated
Balance Sheet
 
Assets
Measured
at Fair Value
 
Quoted Prices
in Active
Markets
for Identical
Assets
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
Available-for-Sale Securities:
12/31/2014
 
12/31/2014
 
(Level 1)
 
(Level 2)
 
(Level 3)
Taxable municipal securities
$
17,078

 
$
17,078

 
$

 
$
17,078

 
$

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
GNMA
16,264

 
16,264

 

 
16,264

 

FNMA & FHLMC
30,858

 
30,858

 

 
30,858

 

Equity securities
11

 
11

 

 
11

 

Total available-for-sale securities
$
64,211

 
$
64,211

 
$

 
$
64,211

 
$

 


-28-


The following table presents the reconciliation for the three and six months ended June 30, 2015 and 2014 for all Level 3 assets that are measured at fair value on a recurring basis (amounts in thousands).
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
Securities Available-for-Sale:
2015
 
2014
 
2015
 
2014
Beginning Balance
$

 
$
410

 
$

 
$
1,025

Total realized and unrealized gains or (losses):
 
 
 
 
 
 
 
Included in earnings

 
90

 

 
90

Purchases, issuances and settlements

 
(500
)
 

 
(1,115
)
Ending Balance
$

 
$

 
$

 
$



Fair Value Measured on a Nonrecurring Basis.  

The Company measures certain assets at fair value on a nonrecurring basis, as described below.

Loans Held for Sale

Loans held for sale are carried at the lower of cost or market value. The fair value of loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Company classifies loans held for sale as a Level 2 valuation.

Impaired Loans

The Company does not record loans at fair value on a recurring basis. However, when a loan is considered impaired, it is evaluated for impairment and written down to its estimated fair value or an allowance for loan losses is established. When the fair value of an impaired loan is based on an observable market price or a current appraised value with no adjustments, the Company records the impaired loan as nonrecurring Level 2. When there is no observable market prices, an appraised value is not available, or the Company determines the fair value of the collateral is further impaired below the appraised value, the impaired loan is classified as nonrecurring Level 3.

Foreclosed Assets

Foreclosed assets are adjusted to fair value less estimated selling costs upon transfer of the loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. Given the lack of observable market prices for identical properties, the Company records foreclosed assets as non-recurring Level 3.

Assets measured at fair value on a non-recurring basis are included in the tables below at June 30, 2015 and December 31, 2014 (amounts in thousands).
 
 
 
 
 
Fair Value Measurements at
 
 
 
 
 
June 30, 2015, Using
 
Total Carrying
Amount in the
Consolidated
Balance Sheet
 
Assets
Measured
at Fair Value
 
Quoted Prices
in Active
Markets
for Identical
Assets
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
 
6/30/2015
 
6/30/2015
 
(Level 1)
 
(Level 2)
 
(Level 3)
Loans held for sale
$
4,914

 
$
4,914

 
$

 
$
4,914

 
$

Impaired loans
5,860

 
5,860

 

 

 
5,860

Foreclosed assets
2,741

 
2,741

 

 

 
2,741


-29-


 
 

 
 

 
Fair Value Measurements at
 
 

 
 

 
December 31, 2014, Using
 
Total Carrying
Amount in the
Consolidated
Balance Sheet
 
Assets
Measured
at Fair Value
 
Quoted Prices
in Active
Markets
for Identical
 Assets
 
Significant
Other
Observable Inputs
 
Significant Unobservable Inputs
 
12/31/2014
 
12/31/2014
 
(Level 1)
 
(Level 2)
 
(Level 3)
Loans held for sale
$
2,882

 
$
2,882

 
$

 
$
2,882

 
$

Impaired loans
9,855

 
9,855

 

 

 
9,855

Foreclosed assets
3,782

 
3,782

 

 

 
3,782


Quantitative Information about Level 3 Fair Value Measurements

The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a nonrecurring basis at June 30, 2015 (amounts in thousands, except percentages).
 
Total Carrying Amount at June 30, 2015
 
Valuation Methodology
 
Range of Inputs
Nonrecurring measurements:
 
 
 
 
 
  Impaired loans
$
5,860

 
Collateral discounts
 
9 - 50%
  Foreclosed assets
$
2,741

 
Discounted appraisals
 
10 - 30%

Collateral discounts to determine fair value on impaired loans vary widely and result from the consideration of the following factors: the age of the most recent appraisal (i.e. an appraisal dating from an earlier period of real estate speculation could require as much as a 50% discount), the type of asset serving as collateral, the expected marketability of the asset, its material or environmental condition, and comparisons to actual sales data of similar assets from both internal and external sources.
The following table reflects the general range of collateral discounts for impaired loans by segment.
Loan Segment:
Range of Percentages
Commercial construction and land development
10% - 40%
Commercial real estate
9% - 50%
Residential construction
9% - 30%
Residential mortgage
9% - 20%
All other segments
9% - 20%
As foreclosed assets are brought into other real estate owned through a process which requires a fair market valuation, further discounts typically reflect market conditions specific to the asset. These conditions are usually captured in subsequent appraisals which are required on an annual basis, and depending upon asset type and marketability demonstrate a more restrained variance than that noted above.

-30-


Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instrument.

Cash and Cash Equivalents
The carrying amounts of cash and cash equivalents are equal to the fair value due to the liquid nature of the financial instruments.

Certificate of Deposits
These investments are valued at carrying amounts for fair value purposes.

Securities Available-for-Sale and Securities Held-to-Maturity
Fair values of investment securities are based on quoted market prices. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

Loans Held For Sale
The fair value of loans held for sale is based on what secondary markets are currently offering for portfolios with similar
characteristics.

Loans
The fair value of loans has been estimated utilizing the net present value of future cash flows based upon contractual balances, prepayment assumptions, and applicable weighted average interest rates, adjusted for a 5% current liquidity and market discount assumption. The Company has assigned no fair value to off-balance sheet financial instruments since they are either short term in nature or subject to immediate repricing.

FHLB Stock
The carrying amount of FHLB stock approximates fair value.

Deposits
The fair value of non-maturing deposits such as noninterest-bearing demand, money market, NOW, and savings accounts, are by definition, equal to the amount payable on demand. Fair value for maturing deposits such as CDs and IRAs are estimated using a discounted cash flow approach that applies current interest rates to expected maturities.

Borrowings, Subordinated Debentures, and Subordinated Promissory Notes
The fair value of borrowings, subordinated debentures, and subordinated promissory notes, is based on discounting expected cash flows at the interest rate from debt with the same or similar remaining maturities and collection requirements. 

Accrued Interest Receivable and Payable
The carrying amounts of accrued interest approximates fair value.


-31-


The following table presents information for financial assets and liabilities as of June 30, 2015 and December 31, 2014 (amounts in thousands).
 
June 30, 2015
 
Carrying
Value
 
Estimated
 Fair Value
 
Level 1
Level 2
Level 3
Financial assets:
 
Cash and cash equivalents
$
41,015

 
$
41,015

 
$
41,015

$

$

Certificates of deposit
25,725

 
25,725

 

25,725


Securities available-for-sale
75,292

 
75,292

 

75,292


Securities held-to-maturity
73,219

 
73,621

 

73,621


Loans held for sale
4,914

 
4,914

 

4,914


Loans, net
444,773

 
425,968

 


425,968

FHLB stock
4,564

 
4,564

 

4,564


Accrued interest receivable
1,626

 
1,626

 

1,626


 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
Deposits
$
543,577

 
$
543,726

 
$

$
543,726

$

Subordinated debentures and subordinated promissory notes
24,372

 
25,538

 


25,538

Borrowings
90,000

 
94,906

 

94,906


Accrued interest payable
1,764

 
1,764

 

1,764



 
December 31, 2014
 
Carrying
Value
 
Estimated
Fair Value
 
Level 1
Level 2
Level 3
Financial assets:
 
Cash and cash equivalents
$
158,527

 
$
158,527

 
$
158,527

$

$

Certificates of deposit
27,784

 
27,784

 

27,784


Securities available-for-sale
64,211

 
64,211

 

64,211


Securities held-to-maturity
81,583

 
82,242

 

82,242


Loans held for sale
2,882

 
2,882

 

2,882


Loans, net
442,879

 
422,906

 


422,906

FHLB stock
4,788

 
4,788

 

4,788


Accrued interest receivable
1,627

 
1,627

 

1,627


 
 
 
 
 


 


Financial liabilities:
 
 
 
 
 
 
 
Deposits
$
661,185

 
$
663,000

 
$

$
663,000

$

Subordinated debentures and subordinated promissory notes
24,372

 
25,671

 


25,671

Borrowings
90,000

 
95,573

 

95,573


Accrued interest payable
1,704

 
1,704

 

1,704




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NOTE H - REGULATORY RESTRICTIONS

North Carolina banking law requires that the Bank may not pay a dividend that would reduce its capital below the applicable required capital. In addition, regulatory authorities may limit payment of dividends by any bank when it is determined that such a limitation is in the public interest and is necessary to ensure the financial soundness of the Bank. No dividends were paid to the Company by the Bank during the six months ended June 30, 2015.

Current federal regulations require that the Bank maintain a minimum ratio of total capital to risk weighted assets of 8.0%, with at least 6.0% being in the form of Tier 1 capital, as defined in the regulations. In addition, the Bank must maintain a common equity Tier 1 capital ratio of 4.5% and a leverage ratio of 4.0%. To be categorized as well capitalized, the Bank must maintain minimum amounts and ratios as set forth in the table below. At June 30, 2015, the Bank was classified as well capitalized for regulatory capital purposes.

The Bank’s actual capital amounts and ratios are also presented in the table below (amounts in thousands, except ratios).
 
Actual
 
Minimum For Capital
Adequacy Purposes
 
Minimum to be Well
Capitalized under
Prompt Corrective
Action Provisions
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
As of June 30, 2015:
 
Total Capital (to Risk Weighted Assets)
$
75,272

 
15.2
%
 
$
39,520

 
8.0
%
 
$
49,401

 
10.0
%
Tier I Capital (to Risk Weighted Assets)
69,052

 
14.0
%
 
29,640

 
6.0
%
 
39,520

 
8.0
%
Common Equity Tier 1 Capital (to Risk Weighted Assets)
69,052

 
14.0
%
 
22,230

 
4.5
%
 
32,110

 
6.5
%
Tier I Capital (to Average Assets)
69,052

 
9.5
%
 
29,085

 
4.0
%
 
36,356

 
5.0
%
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2014:
 

 
 

 
 

 
 

 
 

 
 

Total Capital (to Risk Weighted Assets)
$
66,498

 
14.7
%
 
$
36,109

 
8.0
%
 
$
45,136

 
10.0
%
Tier I Capital (to Risk Weighted Assets)
60,810

 
13.5
%
 
18,054

 
4.0
%
 
27,082

 
6.0
%
Tier I Capital (to Average Assets)
60,810

 
7.2
%
 
33,844

 
4.0
%
 
42,305

 
5.0
%
 
The Company is also subject to capital requirements that differ from the Bank. In order for the Company to be adequately capitalized, total capital to risk weighted assets, Tier 1 capital to risk weighted assets, common equity Tier 1 capital to risk weighted assets, and Tier 1 capital to average assets must be 8.0%, 6.0%, 4.5%, and 4.0%, respectively. At June 30, 2015, the Company’s total capital to risk weighted assets, Tier 1 capital to risk weighted assets, common equity Tier 1 capital to risk weighted assets, and Tier 1 capital to average assets were 15.1%, 12.2%, 11.0%, and 8.3%, respectively, as compared to total capital to risk weighted assets, Tier 1 capital to risk weighted assets, and Tier 1 capital to average assets of 15.0%, 11.6%, and 6.2%, respectively, at December 31, 2014.

In late May 2011, the Company and the Bank entered into a Written Agreement (the "2011 Written Agreement") with the FRB and the North Carolina Commissioner of Banks (the "NCCOB").  Under the terms of the 2011 Written Agreement, the Bank developed and submitted for approval, within the time periods specified, plans to:
 
revise lending and credit administration policies and procedures at the Bank and provide relevant training;
enhance the Bank's real estate appraisal policies and procedures;
enhance the Bank's loan grading and independent loan review programs;
improve the Bank's position with respect to loans, relationships, or other assets in excess of $750,000, which are now or in the future become past due more than 90 days, are on the Bank's problem loan list, or adversely classified in any report of examination of the Bank; and
review and revise the Bank's current policy regarding the Bank's allowance for loan and lease losses and maintain a program for the maintenance of an adequate allowance.
 

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In addition, the Bank agreed that it would:
 
refrain from extending, renewing, or restructuring any credit to or for the benefit of any borrower, or related interest, whose loans or other extensions of credit have been criticized in any report of examination of the Bank absent prior approval by the Bank's board of directors or a designated committee of the board in accordance with the restrictions in the 2011 Written Agreement;
eliminate from its books, by charge-off or collection, all assets or portions of assets classified as “loss” in any report of examination of the Bank, unless otherwise approved by the FRB and the NCCOB; and
take all necessary steps to correct all violations of law or regulation cited by the FRB and the NCCOB.

In addition, the Company agreed that it would:
 
refrain from taking any form of payment representing a reduction in capital from the Bank or make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities absent prior regulatory approval;
refrain from incurring, increasing, or guaranteeing any debt without the prior written approval of the FRB; and
refrain from purchasing or redeeming any shares of its stock without the prior written consent of the FRB.
  
Under the terms of the 2011 Written Agreement, both the Company and the Bank agreed to:
 
submit for approval a joint plan to maintain sufficient capital at the Company on a consolidated basis and at the Bank on a stand-alone basis;
notify the FRB and the NCCOB if the Company's or the Bank's capital ratios fall below the approved capital plan's minimum ratios;
refrain from declaring or paying any dividends absent prior regulatory approval;
comply with applicable notice provisions with respect to the appointment of new directors and senior executive officers of the Company and the Bank and legal and regulatory limitations on indemnification and severance payments; and
submit annual business plans and budgets and quarterly joint written progress reports regarding compliance with the 2011 Written Agreement.
 
Subsequent Events

Working closely with its regulatory partners, the Company has been able to demonstrate substantial business and risk management progress and was deemed in compliance with the 2011 Written Agreement. The Company's 2014 capital raise, continued asset quality improvements, and implementation of the Asset Resolution Plan were critical to the Bank's ability to demonstrate the required compliance. As a result, on July 30, 2015, the 2011 Written Agreement was terminated by the FRB and the NCCOB. In connection with the termination of the 2011 Written Agreement, the Bank entered into a new, more narrow Written Agreement on July 30, 2015 (the “2015 Written Agreement”) with the FRB, which is unrelated to the Bank’s financial condition. Under the terms of the 2015 Written Agreement, the Bank has agreed to develop and submit for approval within the time periods specified therein:

a written plan to assure ongoing board oversight of the Bank's management and operations;
a written program for the review of new products, services, or business lines acceptable to the FRB; and
an enhanced written program for conducting appropriate levels of customer due diligence by the Bank acceptable to the FRB.

In addition, the Bank has agreed that it will:

within ten days of approval by the FRB, adopt the approved programs specified in the second and third bullets, above; and
within 30 days after the end of each calendar quarter following the date of the 2015 Written Agreement, submit to FRB written progress reports detailing the form and manner of all actions taken to secure compliance with the 2015 Written Agreement and the results thereof.

The Bank has already made progress in improving these areas and believes that it will be able to demonstrate full compliance with this agreement in the future.



-34-


NOTE I - RESTRICTED STOCK

On January 16, 2015, the Board of the Company approved and adopted the Four Oaks Fincorp, Inc. 2015 Restricted Stock Plan (the “Plan”). On January 20, 2015, the Company awarded 1,446,000 shares of the Company’s common stock at $1.00 par value per share to certain employees, directors and third party service providers in the form of restricted stock. Awards of performance based restricted stock vest in two separate tranches, 15% at the end of the one-year period ending on December 31, 2015, and 85% at the end of the three-year period ending on December 31, 2018 (each such period, a “Performance Period”), in each case based on the attainment of the performance measures and goals for that Performance Period. The performance measures for the one-year period ending December 31, 2015 are (1) budgeted net income as set forth in the Company’s 2015 budget and (2) the Company having net income in each quarter of 2015. Budgeted net income must be achieved at the 70% threshold performance level in order for 10.5% of the awards to vest and at the 100% target performance level in order for 15% of the awards to vest. Where achievement against budgeted net income falls between these performance levels, the number of shares vested will be determined based on straight-line interpolation. If the performance goals are not met, 15% of the awards will be forfeited. The performance measures and related goals for the three-year period ending December 31, 2018 will be determined by the compensation committee of the Board (the "Committee"), in its sole discretion as administrator of the Plan, in the fourth quarter of 2015.

In general, awards of time based restricted stock also vest in two separate tranches, 15% at the end of the one-year period ending on December 31, 2015, and 85% at the end of the three-year period ending on December 31, 2018. In order for these shares to vest, the recipient of the award generally must be employed by the Company on the vesting date. Any restricted stock that has not vested at the time of the termination of the recipient's service relationship will be forfeited; although, the Committee has the power, in its sole and absolute discretion, to accelerate vesting where such termination is a result of the recipient's death or disability or in other termination situations.

The following table summarizes non-vested restricted stock awards as of the period ended June 30, 2015:
 
Restricted Stock
 
Weighted Average Grant-Date Fair Value
Balance as of December 31, 2014:

 
$

Granted
1,446,000

 
1.52

Vested

 

Forfeited

 

Balance as of June 30, 2015:
1,446,000

 
$
1.52


The Company recognized $270,000 in compensation expense related to restricted stock awards for the six months ended June 30, 2015 and the Company estimates there was $2.1 million in unrecognized compensation expense for restricted stock granted.


-35-


NOTE J - INCOME TAXES

For the three and six months ended June 30, 2015, the Company recorded a discrete income tax benefit of $16.6 million. This compares to no income tax benefit or expense for the same periods in 2014. The year-over-year variance is due to the company’s release of $16.6 million of the valuation allowance against its deferred tax assets.

Under US GAAP, companies are required to assess whether a valuation allowance should be established against their deferred tax assets based on consideration of all available positive and negative evidence using a “more likely than not” standard. During the analysis for the twelve months ended December 31, 2010 and continuing through March 31, 2015, the Company had concluded that it was not more-likely-than-not that the Company would be able to utilize its deferred tax assets and, accordingly, had established a full valuation allowance against the value of the deferred tax assets. This conclusion was based on negative credit quality trends, increasing provision for loan losses, cumulative loss position, and uncertainty regarding the amount of future taxable income that the Company could forecast.

As part of the ongoing evaluation of positive and negative factors, the Company determined that as of June 30, 2015, it is more likely than not that it will generate sufficient taxable income to utilize a significant portion of its deferred tax assets. As a result of this change in judgment about the ability to utilize its deferred tax assets in future years, the Company has released $16.6 million of the valuation allowance against its deferred tax assets resulting in an income tax benefit of $16.6 million for the three and six months ended June 30, 2015. This conclusion, and partial release of the valuation allowance, was based upon a number of factors including continued improvement in quarterly earnings, forecasted future profitability, improved asset quality and the execution of the Asset Resolution Plan.

The Company will continue to evaluate its ability to utilize the remaining $4.5 million in net deferred tax assets as more objective information on growth and profitability becomes available. Future evidence may prove that it is more likely than not that a portion of the deferred tax assets will not be utilized in which case a valuation allowance may be reestablished. Alternatively, future evidence may show that it is more likely than not that the remaining deferred tax assets will be utilized at which point the remaining valuation allowance can be reversed.


-36-




ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information about the major components of the financial condition and results of operations of Four Oaks Fincorp, Inc. (the “Company”) and its subsidiaries and should be read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto in Part I, Item 1 of this Quarterly Report.  Unless the context otherwise indicates, references in this report to "we," "us" and "our" refer to the Company and its subsidiaries.

Regulatory Update
 
In late May 2011, the Company and Four Oaks Bank & Trust Company, the Company's wholly-owned subsidiary (the "Bank"), entered into a Written Agreement (the "2011 Written Agreement") with the Federal Reserve Bank of Richmond (the "FRB") and the North Carolina Office of the Commissioner of Banks (the "NCCOB").  Under the terms of the 2011 Written Agreement, the Bank developed and submitted for approval, within the time periods specified, plans to:
 
revise lending and credit administration policies and procedures at the Bank and provide relevant training;
enhance the Bank's real estate appraisal policies and procedures;
enhance the Bank's loan grading and independent loan review programs;
improve the Bank's position with respect to loans, relationships, or other assets in excess of $750,000, which are now or in the future become past due more than 90 days, are on the Bank's problem loan list, or adversely classified in any report of examination of the Bank; and
review and revise the Bank's current policy regarding the Bank's allowance for loan and lease losses and maintain a program for the maintenance of an adequate allowance.
 
In addition, the Bank agreed that it would:
 
refrain from extending, renewing, or restructuring any credit to or for the benefit of any borrower, or related interest, whose loans or other extensions of credit have been criticized in any report of examination of the Bank absent prior approval by the Bank's board of directors or a designated committee of the board in accordance with the restrictions in the 2011 Written Agreement;
eliminate from its books, by charge-off or collection, all assets or portions of assets classified as “loss” in any report of examination of the Bank, unless otherwise approved by the FRB and the NCCOB; and
take all necessary steps to correct all violations of law or regulation cited by the FRB and the NCCOB.

In addition, the Company agreed that it would:
 
refrain from taking any form of payment representing a reduction in capital from the Bank or make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities absent prior regulatory approval;
refrain from incurring, increasing, or guaranteeing any debt without the prior written approval of the FRB; and
refrain from purchasing or redeeming any shares of its stock without the prior written consent of the FRB.
  
Under the terms of the 2011 Written Agreement, both the Company and the Bank agreed to:
 
submit for approval a joint plan to maintain sufficient capital at the Company on a consolidated basis and at the Bank on a stand-alone basis;
notify the FRB and the NCCOB if the Company's or the Bank's capital ratios fall below the approved capital plan's minimum ratios;
refrain from declaring or paying any dividends absent prior regulatory approval;
comply with applicable notice provisions with respect to the appointment of new directors and senior executive officers of the Company and the Bank and legal and regulatory limitations on indemnification and severance payments; and
submit annual business plans and budgets and quarterly joint written progress reports regarding compliance with the 2011 Written Agreement.
 

-37-




Subsequent Events

Working closely with its regulatory partners, the Company has been able to demonstrate substantial business and risk management progress and was deemed in compliance with the 2011 Written Agreement. The Company's 2014 capital raise, continued asset quality improvements, and implementation of the asset resolution plan (the "Asset Resolution Plan") that commenced in the third quarter of 2014 were critical to the Bank's ability to demonstrate the required compliance. As a result, on July 30, 2015, the 2011 Written Agreement was terminated by the FRB and the NCCOB. In connection with the termination of the 2011 Written Agreement, the Bank entered into a new, more narrow Written Agreement on July 30, 2015 (the “2015 Written Agreement”) with the FRB, which is unrelated to the Bank’s financial condition. Under the terms of the 2015 Written Agreement, the Bank has agreed to develop and submit for approval within the time periods specified therein:

a written plan to assure ongoing board oversight of the Bank's management and operations;
a written program for the review of new products, services, or business lines acceptable to the FRB; and
an enhanced written program for conducting appropriate levels of customer due diligence by the Bank acceptable to the FRB.

In addition, the Bank has agreed that it will:

within ten days of approval by the FRB, adopt the approved programs specified in the second and third bullets, above; and
within 30 days after the end of each calendar quarter following the date of the 2015 Written Agreement, submit to FRB written progress reports detailing the form and manner of all actions taken to secure compliance with the 2015 Written Agreement and the results thereof.

The Bank has already made progress in improving these areas and believes that it will be able to demonstrate full compliance with this agreement in the future.

Comparison of Financial Condition at June 30, 2015 and December 31, 2014

The Company’s total assets declined $98.9 million or 12.0% during the six month period ending June 30, 2015, from $820.8 million at December 31, 2014 to $721.9 million at June 30, 2015. This decrease related nearly entirely to the exit of the Automated Clearing House ("ACH") third party payment processor ("TPPP") business line, offset by a $16.6 million reversal of a portion of the valuation allowance against deferred tax assets. Cash, cash equivalents, and investments were $219.8 million at June 30, 2015 compared to $336.9 million at December 31, 2014, a decrease of $117.1 million or 34.7% related to the above mentioned business line exit. Outstanding gross loans increased to $454.6 million at June 30, 2015 compared to $452.3 million at December 31, 2014 as solid loan production was offset by loan pay downs and maturities.

Total liabilities were $663.1 million at June 30, 2015, a decrease of $117.0 million or 15.0%, from $780.1 million at December 31, 2014. Total deposits decreased $117.6 million or 17.8% during the six month period ended June 30, 2015, from $661.2 million at December 31, 2014, to $543.6 million at June 30, 2015. This decline was also primarily due to the ACH TPPP business line exit offset by increases in deposits not associated with this business line. Total shareholders’ equity increased $18.1 million or 44.5%, from $40.7 million at December 31, 2014, to $58.8 million at June 30, 2015. This increase resulted primarily from increased net income due to improved operating performance and the partial reversal of a $16.6 million valuation allowance against the Company's deferred tax assets.

Results of Operations for the Three Months Ended June 30, 2015 and 2014

Net Income.  Net income for the three months ended June 30, 2015 was $17.5 million, or $0.54 net income per basic and diluted share, as compared to net income of $2.4 million, or $0.27 net income per basic and diluted share, for the three months ended June 30, 2014, an increase of $15.1 million or $0.27 per basic and diluted share. Note that due to the capital raise executed in 2014, the total number of shares outstading increased from 8.9 million at June 30, 2014 to 33.6 million as of June 30, 2015. The year-over-year increase in net income resulted from a partial reversal of the valuation allowance against the Company's deferred tax assets which resulted in a $16.6 million income tax benefit and a $414,000 increase in net interest income, partially offset by a $1.7 million decrease in non-interest income and a $211,000 increase in non-interest expense.


-38-




Net Interest Income.  Net interest income is the difference between interest income, principally from loan and investment securities, and interest expense, largely on customer deposits and borrowings.  Changes in net interest income result from changes in volume, spread, and margin.  For this purpose, volume refers to the average dollar level of interest-earning assets and interest-bearing liabilities, spread refers to the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities, and margin refers to net interest income divided by average interest-earning assets.  Margin is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities, as well as by levels of non-interest-bearing liabilities and capital.

Net interest income increased to $5.6 million for the three months ended June 30, 2015 compared to $5.2 million as of this same period in 2014, an increase of $414,000. The increase in net interest income was largely attributable to increased investment income of $152,000 generated from additional investments purchased in the fourth quarter of 2014 and additionally by a $123,000 decrease in interest expense on deposits as we have continued to shift the deposit mix from time deposits to demand, savings, and money market deposits. The improved earnings are also due to the $236,000 decrease in interest expense on borrowings that resulted from the prepayment of $22.0 million in Federal Home Loan Bank ("FHLB") long term borrowings in 2014. Net interest margin improved 64 basis points to 3.29% for the quarter ended June 30, 2015, as compared to 2.65% for the same period ended June 30, 2014.

Provision for Loan Losses.  The provision for loan losses is charged to bring the allowance for loan losses to the level deemed appropriate by management after adjusting for recoveries of amounts previously charged off.  Loans are charged against the allowance for loan losses when management believes that the uncollectibility of a loan balance is confirmed.  The allowance for loan losses is maintained at a level deemed adequate to absorb probable losses inherent in the loan portfolio and results from management’s consideration of such factors as the financial condition of borrowers, past and expected loss experience, current economic conditions, and other factors management feels deserve recognition in establishing an appropriate reserve. During the three months ended June 30, 2015 and June 30, 2014, no provision for the allowance for loan losses was recognized in earnings due to continued improvement in asset quality.

Non-Interest Income.  Non-interest income decreased $1.7 million to $1.7 million for the quarter ended June 30, 2015, as compared to $3.4 million for the quarter ended June 30, 2014. Of the total reduction, $1.6 million was due to lower income received from ACH TPPP indemnifications as the Company had substantially exited this line of business as of June 30, 2015. Such indemnification amounts represent indemnification for legal costs already incurred and estimated to occur.

Non-Interest Expenses.  Non-interest expense increased $211,000 to $6.4 million for the quarter ended June 30, 2015, as compared to $6.2 million for the quarter ended June 30, 2014. This increase was driven by salary and benefit related expenses which increased $597,000 due to personnel additions, implementation of a restricted stock plan, and accruals related to performance-based compensation for 2015. Professional and consulting fees decreased $251,000, FDIC insurance premiums declined $250,000, and collections and foreclosure related expenses declined $87,000 as asset quality and the overall financial condition of the Bank continue to improve. These declines were offset by an increase of $202,000 in the remaining non-interest expense categories that are primarily related to the additional investments in our technology platform which we expect will allow us to offer additional products and services to our customers.

Income Taxes. Beginning in 2010 and through the period ended March 31, 2015, the Company had established a full valuation allowance against net deferred tax assets primarily due to historical negative credit quality trends, cumulative losses in prior years, and uncertainty regarding the amount of future taxable income that the Company could forecast. As of June 30, 2015, based upon the assessment of all positive and negative evidence, management determined that it is more likely than not that the Company will generate sufficient future taxable income to utilize a significant portion of its deferred tax assets. This conclusion, and partial release of the valuation allowance, was based upon a number of factors including continued improvement in quarterly earnings, forecasted future profitability, improved asset quality and the continued execution of the Asset Resolution Plan. As a result, the Company recognized a $16.6 million income tax benefit which positively impacted earnings and increased capital for the Company and Bank. Management will continue to evaluate the ability to utilize the remaining portion of the deferred tax assets as more objective information on growth and profitability becomes available. Future evidence may prove that it is more likely than not that a portion of the deferred tax assets will not be utilized in which case a valuation allowance may be reestablished. Alternatively, future evidence may show that it is more likely than not that the remaining deferred tax assets will be utilized at which point the remaining valuation allowance can be reversed.

-39-




Results of Operations for the Six Months Ended June 30, 2015 and 2014

Net Income.  Net income for the six months ended June 30, 2015 was $18.5 million, or $0.58 net income per basic and $0.57 per diluted share, as compared to net income of $3.8 million, or $0.45 net income per basic and diluted share, for the six months ended June 30, 2014. Note that due to the capital raise executed in 2014, the total number of shares outstanding increased from 8.9 million at June 30, 2014 to 33.6 million as of June 30, 2015. The year-over-year $14.7 million increase in net income resulted primarily from the partial reversal of the valuation allowance against deferred tax assets that resulted in a $16.6 million income tax benefit and a $941,000 increase in net interest income, partially offset by a $2.3 million decrease in non-interest income and a $545,000 increase in non-interest expense.
  
Net Interest Income.  Net interest income for the six months ended June 30, 2015 was $11.4 million, as compared to $10.4 million for the six months ended June 30, 2014, an increase of $941,000. The increase in net interest income stems primarily from a $342,000 increase in investment income, a $214,000 decrease in interest expense on deposits, and a $469,000 decrease in interest expense on borrowings. The increased investment income compared to the prior year stems primarily from the additional investment purchases made in the fourth quarter of 2014. Lower costs on deposits continue as we work to shift deposit mix from time deposits to demand, savings, and money market deposits. The decline in interest expense on borrowings is a result of the prepayment of $22.0 million in FHLB long term borrowings in 2014. Net interest margin improved 48 basis points to 3.16% for the six month period ended June 30, 2015, as compared to 2.69% for the same period ended June 30, 2014.

Provision for Loan Losses.  The provision for loan losses is charged to bring the allowance for loan losses to the level deemed appropriate by management after adjusting for recoveries of amounts previously charged off. Loans are charged against the allowance for loan losses when management believes that the uncollectibility of a loan balance is confirmed. The allowance for loan losses is maintained at a level deemed adequate to absorb probable losses inherent in the loan portfolio and results from management's consideration of such factors as the financial condition of borrowers, past and expected loss experience, current economic conditions, and other factors management feels deserve recognition in establishing an appropriate reserve. During the six months ended June 30, 2015 and June 30, 2014, no provision for the allowance for loan losses was recognized in earnings due to continued improvement in asset quality and the Company's net recovery position year to date.

Non-Interest Income.  Non-interest income for the six months ended June 30, 2015 was $3.2 million, as compared to $5.5 million for the six months ended June 30, 2014, a decrease of $2.3 million. The decline in non-interest income is primarily related to lower income received through ACH TPPP indemnifications as the Company has substantially exited this line of business as of June 30, 2015. During the six months ended June 30, 2015, other non-interest income included indemnification income of $343,000, as compared to $2.3 million for the same period in 2014, a decrease of $1.9 million. Other items contributing to the decline include a reduction of $247,000 related to gains on the sale of investments as there were few investment sales made during the six months ended June 30, 2015 compared to the same period ended June 30, 2014.

Non-Interest Expenses.  Non-interest expense for the six months ended June 30, 2015 was $12.7 million, as compared to $12.1 million for the six months ended June 30, 2014, an increase of $545,000. The primary contributors to the increase in non-interest expense were increases in salaries and benefit related expenses of $1.1 million as the Company has added additional personnel and implemented new performance based compensation plans for 2015. Offsetting these increases were reductions in FDIC insurance premiums of $529,000, a decrease in collections and foreclosure related expenses of $395,000, and a decline of $48,000 in professional and consulting fees which were driven by improved asset quality and the overall financial condition of the Bank. Continued investments in our technology platform, which we expect will allow us to offer additional products and services to our customers, led to a $450,000 increase in other non-interest expense categories.

Income Taxes. Beginning in 2010 and through the period ended March 31, 2015, the Company had established a full valuation allowance against the net deferred tax assets of the Bank primarily due to historical negative credit quality trends, cumulative losses in prior years, and uncertainty regarding the amount of future taxable income that the Company could forecast. As of June 30, 2015, based upon the assessment of all positive and negative evidence, management determined that it is more likely than not that the Company will generate sufficient future taxable income to utilize a significant portion of its deferred tax assets. This conclusion, and partial release of the valuation allowance, was based upon a number of factors including continued improvement in quarterly earnings, forecasted future profitability, improved asset quality and the continued execution of the Asset Resolution Plan. As a result, the Company recognized a $16.6 million income tax benefit which positively impacted earnings and increased capital for the Company and Bank. Management will continue to evaluate the ability to utilize the remaining portion of the net deferred tax assets as more objective information on growth and profitability becomes available. Future evidence may prove that it is more likely than not that a portion of the deferred tax assets will not be utilized in which case a valuation allowance may be reestablished. Alternatively, future evidence may show that it is more likely than not that the remaining deferred tax assets will be utilized at which point the remaining valuation allowance can be reversed.


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Asset Quality

Nonperforming Assets

Nonperforming assets are comprised of nonperforming loans, accruing loans which are past due 90 days or more, repossessed assets, other real estate owned ("foreclosed assets"), and certain loans held for sale which are classified as nonperforming. As of June 30, 2015, nonperforming assets declined $2.9 million or 21.1% when compared to December 31, 2014. This decline continues to be the result of our aggressive asset resolution efforts as we focus efforts on resolving nonperforming assets while minimizing associated losses and completing the Asset Resolution Plan.

The following table describes our nonperforming asset portfolio by loan class as of June 30, 2015 and December 31, 2014 (amounts in thousands, except ratios).
 
June 30, 2015
 
December 31, 2014
Nonaccrual loans:
 
Commercial and industrial
$
3

 
$

Commercial construction and land development
2,412

 
5,533

Commercial real estate
1,116

 
983

Residential construction
771

 

Residential mortgage
774

 
1,271

Consumer
4

 
472

Other
41

 

Total nonaccrual loans
5,121

 
8,259

 
 
 
 
Past due 90 days or more and still accruing:
 

 
 

Consumer credit cards
17

 
14

Business credit cards
14

 
3

Total past due 90 days and still accruing
31

 
17

 
 
 
 
Nonperforming loans held for sale
3,088

 
1,865

 
 
 
 
Foreclosed assets:
 

 
 

Commercial and industrial
23

 
44

Commercial construction and land development
2,273

 
2,613

Commercial real estate
240

 
485

Residential mortgage
205

 
640

Total foreclosed assets
2,741

 
3,782

 
 
 
 
Total nonperforming assets
$
10,981

 
$
13,923

 
 
 
 
Nonperforming loans to gross loans
1.1
%
 
1.8
%
Nonperforming assets to total assets
1.5
%
 
1.7
%
Allowance coverage of nonperforming loans
190.5
%
 
113.3
%
 
Nonaccrual Loans

Loans are moved to nonaccrual status and recognition of interest income ceases when it is probable that full collectibility of principal and interest in accordance with the terms of the loan agreement may not occur. Nonaccrual loans held for investment as a percentage of gross loans held for investment has decreased to 1.1% as of June 30, 2015 compared to 1.8% as of December 31, 2014. At June 30, 2015, there were 46 nonaccrual loans held for investment totaling $5.1 million compared to 45 loans totaling $8.3 million at December 31, 2014. The amount of interest income for the six months ended June 30, 2015 that would have been reported on loans in nonaccrual status as of June 30, 2015 totaled $123,000. The allowance for loan losses as a percentage of nonperforming loans held for investment increased to 190.5% as of June 30, 2015 compared to 113.3% as of December 31, 2014.

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Foreclosed Assets

At June 30, 2015, there were 46 foreclosed properties valued at a total of $2.7 million compared to 128 foreclosed properties valued at $3.8 million as of December 31, 2014. The continued decline in foreclosed assets resulted from sales of foreclosed properties and reductions in the number of properties being added to foreclosed assets each quarter.

Nonperforming Loans Held for Sale

As part of the Asset Resolution Plan, the Company transferred a portion of loans held for investment to loans held for sale in anticipation of near term loan sales. As of June 30, 2015, there were $3.1 million of loans held for sale that were in nonaccrual status and therefore considered nonperforming. These loans are not included in the $5.1 million in nonaccrual loans but have been included as nonperforming assets for the period.

Troubled Debt Restructurings

Loans are classified as a troubled debt restructuring ("TDR") when, for economic or legal reasons which result in a debtor experiencing financial difficulties, the Company grants a concession through a modification of the original loan agreement that would not otherwise be considered. Loans in the process of renewal or modification are reviewed by the Company to determine if the risk grade assigned is accurate based on updated information. The Company's policy with respect to accrual of interest on loans restructured in a TDR process follows relevant supervisory guidance. If a borrower has demonstrated performance under the previous loan terms and shows capacity to perform under the restructured loan terms, continued accrual of interest at the restructured interest rate is considered and the loan is considered performing. If the borrower was materially delinquent on payments prior to the restructuring but shows the capacity to meet the restructured loan terms, the loan will likely continue as nonaccrual and nonperforming until such time as continued performance has been demonstrated, which is typically a period of at least six consecutive payments. If the borrower does not perform under the restructured terms, the loan is placed on nonaccrual status.

As of June 30, 2015, there were 20 restructured loans in accrual status compared to 20 as of December 31, 2014. Regardless of whether any individual TDR is performing, all TDRs are considered to be impaired and are evaluated as such in the allowance for loan losses calculation.  As of June 30, 2015, the recorded investment in performing TDRs and their related allowance for loan losses totaled $4.5 million and $521,000, respectively.  Outstanding nonperforming TDRs totaled $2.7 million with no specific reserves as of June 30, 2015. The amount of interest recognized for performing TDRs during the first six months of 2015 was approximately $155,000

As noted above, the Company transferred a portion of loans to held for sale in anticipation of near term loan sales. As of June 30, 2015, there were 15 TDRs included in the loans held for sale classification. Of these 3 or $194,000 were performing and 12 or $640,000 were in nonaccrual status and are included as nonperforming assets for the period.

The following table presents performing and nonperforming TDRs at June 30, 2015 and December 31, 2014 (amounts in thousands).
 
Performing TDRs:
June 30, 2015
 
December 31, 2014
Commercial construction and land development
$
1,314

 
$
1,336

Commercial real estate
2,419

 
2,469

Residential mortgage
800

 
950

Consumer
3

 
4

Total performing TDRs
$
4,536

 
$
4,759


Nonperforming TDRs:
June 30, 2015
 
December 31, 2014
Commercial construction and land development
$
2,042

 
$
2,776

Commercial real estate
620

 
552

Residential mortgage
31

 
54

Consumer

 
467

Total nonperforming TDRs
$
2,693

 
$
3,849



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Allowance for Loan Losses and Summary of Loss Experience

The allowance for loan losses is established through periodic charges to earnings in the form of a provision for loan losses.  Increases to the allowance for loan losses occur as a result of provisions charged to operations and recoveries of amounts previously charged-off. Decreases to the allowance occur when loans are charged-off because management believes that the uncollectibility of a loan balance is confirmed.  Management evaluates the adequacy of our allowance for loan losses on at least a quarterly basis.  The evaluation of the adequacy of the allowance for loan losses involves the consideration of loan growth, loan portfolio composition and industry diversification, historical loan loss experience, current delinquency levels, adverse conditions that might affect a borrower’s ability to repay the loan, estimated value of underlying collateral, prevailing economic conditions and all other relevant factors derived from our history of operations.  

The following table summarizes the Company's loan loss experience by class for the three and six months ended June 30, 2015 and 2014 (amounts in thousands, except ratios).
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Balance at beginning of period
$
9,790

 
$
11,516

 
$
9,377

 
$
11,590

 
 
 
 
 
 
 
 
Charge-offs:
 
 
 
 
 

 
 

Commercial and industrial
38

 
1

 
47

 
24

Commercial construction and land development
19

 
164

 
19

 
317

Commercial real estate
202

 
283

 
206

 
490

Residential construction

 
171

 

 
171

Residential mortgage
17

 
173

 
165

 
240

Consumer
44

 
47

 
98

 
89

Other
42

 

 
42

 

Total charge-offs
362

 
839

 
577

 
1,331

 
 
 
 
 
 
 
 
Recoveries:
 

 
 

 
 

 
 

Commercial and industrial
94

 
75

 
140

 
114

Commercial construction and land development
185

 
142

 
504

 
184

Commercial real estate
6

 
3

 
190

 
162

Residential mortgage
77

 
47

 
123

 
189

Consumer
21

 
2

 
53

 
17

Other
1



 
2

 
21

Total recoveries
384

 
269

 
1,012

 
687

 
 
 
 
 
 
 
 
Net recoveries (charge-offs)
22

 
(570
)
 
435

 
(644
)
 
 
 
 
 
 
 
 
Additions charged to operations

 

 

 

 
 
 
 
 
 
 
 
Balance at end of period
$
9,812

 
$
10,946

 
$
9,812

 
$
10,946

 
 
 
 
 
 
 
 
Ratio of net charge-offs to average gross loans
%
 
0.12
%
 
%
 
0.13
%
 
The allowance for loan losses at June 30, 2015 was $9.8 million, which represents 2.2% of total loans held for investment compared to $10.9 million or 2.3% as of June 30, 2014.  For the six months ended June 30, 2015, recoveries outpaced charge-offs resulting in a net loan recovery of $435,000 compared with net charge-offs of $644,000 for the prior year period.

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The allowance for loan losses on individually reviewed impaired loans totaled $619,000 as of June 30, 2015, compared to $524,000 as of December 31, 2014, an 18% increase. The allowance for loan losses on the loans reviewed collectively increased from $8.9 million as of December 31, 2014 to $9.2 million as of June 30, 2015 as recoveries outpaced new charge-offs during the quarter as a result of continued improvements in credit quality and the actions taken in connection with the Asset Resolution Plan during 2014.
Because of the nature of the Company’s primary markets and business, a significant portion of the loan portfolio is secured by commercial real estate, including residential and commercial acquisition, development, and construction properties.  As of June 30, 2015, approximately 92% of the loan portfolio had real estate as a primary component of collateral. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower. Real estate values in many markets have stabilized, however, the Company continues to thoroughly review and monitor its commercial real estate concentration and the associated allowance and sets limits by sector and region based on this internal review.

The following table summarizes the Company’s allowance for loan losses and percent of total loans at June 30, 2015, and December 31, 2014 (amounts in thousands, except ratios).
 
June 30, 2015
 
December 31, 2014
 
Amount
 
% of loans in each category
 
Amount
 
% of loans in each category
Commercial and industrial
$
153

 
6
%
 
$
119

 
6
%
Commercial construction and land development
5,306

 
11
%
 
5,105

 
12
%
Commercial real estate
2,669

 
45
%
 
2,382

 
44
%
Residential construction
318

 
6
%
 
436

 
6
%
Residential mortgage
1,224

 
30
%
 
1,206

 
30
%
Consumer
112

 
2
%
 
89

 
2
%
Other
30

 
%
 
40

 
%
Total
$
9,812

 
100
%
 
$
9,377

 
100
%

Liquidity and Capital Resources

Market and public confidence in our financial strength and in the strength of financial institutions in general will largely determine our access to appropriate levels of liquidity. This confidence is significantly dependent on our ability to maintain sound asset quality and appropriate levels of capital resources.  The term "liquidity" refers to our ability to generate adequate amounts of cash to meet our needs for funding loan originations, deposit withdrawals, maturities of borrowings and operating expenses. Management measures our liquidity position by giving consideration to both on and off-balance sheet sources of, and demands for, funds on a daily and weekly basis.

Sources of liquidity include cash and cash equivalents (net of federal requirements to maintain reserves against deposit liabilities), investment securities eligible for pledging to secure borrowings, investments available-for-sale, loan repayments, loan sales, deposits and borrowings from the FHLB secured with pledged loans and securities, and from correspondent banks under overnight federal funds credit lines. During the first six months of 2015, the Company's primary demands for liquidity were due to the strategic exit of the ACH TPPP line of business. These deposits declined $122.0 million during the six month period from $134.8 million at December 31, 2014 compared to $12.8 million at June 30, 2015. Management actively managed the changes in these deposits to maintain adequate liquidity during the transition.

The Company sold $12.0 million aggregate principal amount of subordinated promissory notes to certain accredited investors between May and August 2009.  These notes are due ten years after the date of issuance, beginning May 15, 2019, and the Company is obligated to pay interest at an annualized rate of 8.5% payable in quarterly installments beginning on the third month anniversary of the date of issuance.  The Company may prepay the notes at any time after the fifth anniversary of the date of issuance, subject to compliance with applicable law.  

On August 15, 2014, the Company closed its shareholder rights offering and concurrent private placement standby offering pursuant to the Securities Purchase Agreement dated March 24, 2014 between the Company and Kenneth R. Lehman, a private investor. In connection with the rights offering and standby offering, the Company issued an aggregate of 24,000,000 shares of its common stock at $1.00 per share for aggregate gross proceeds of $24.0 million.


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Management believes that the Company’s liquidity sources are adequate to meet its operating needs for the next eighteen months.  Total shareholders’ equity was $58.8 million or 8.1% of total assets at June 30, 2015 and $40.7 million or 5.0% of total assets at December 31, 2014. Supplementing customer deposits as a source of funding, we have available lines of credit from various correspondent banks to purchase federal funds on a short-term basis of approximately $34.0 million that remain unused at June 30, 2015. As of June 30, 2015, the Company has the credit capacity to borrow up to $144.4 million from the FHLB with $90.0 million outstanding.

The Bank had total risk based capital of 15.2%, Tier 1 risk based capital of 14.0%, and leverage ratio of 9.5% at June 30, 2015, as compared to 14.7%, 13.5%, and 7.2%, respectively, at December 31, 2014. The Company had total risk based capital of 15.1%, Tier 1 risk based capital of 12.2%, and leverage ratio of 8.3% at June 30, 2015, as compared to 15.0%, 11.6% and 6.2%, respectively, at December 31, 2014. Additionally, the Bank and the Company had common equity Tier 1 capital of 14.0% and 11.0%, respectively, at June 30, 2015.

As of June 30, 2015 the Company was prohibited by the 2011 Written Agreement from paying interest on its subordinated promissory notes and on its subordinated debentures in connection with its trust preferred securities ("TPS") without prior approval of the supervisory authorities. The Company and the Bank were also prohibited from declaring or paying dividends without prior approval of the supervisory authorities. On July 30, 2015, the 2011 Written Agreement was terminated and therefore these provisions are no longer in force. Prior to termination of the 2011 Written Agreement the Company obtained approval to pay the interest on its subordinated promissory notes for the second quarter of 2015. The Company also exercised its right to defer regularly scheduled interest payments on its outstanding TPS and as of June 30, 2015, $999,000 of interest payments have been accrued for and deferred pursuant to the terms of the indenture governing the TPS.  The Company may not pay any cash dividends on its common stock until it is current on interest payments on such TPS. The Company has not paid any cash dividends on its common stock since it suspended dividends in the fourth quarter of 2010. As a bank holding company, the Company’s ability to declare and pay dividends also depends on certain federal regulatory considerations, including the guidelines of the Federal Reserve regarding capital adequacy and dividends. 

Forward-Looking Information

Information set forth in this Quarterly Report on Form 10-Q, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements represent our judgment concerning the future and are subject to business, economic and other risks and uncertainties, both known and unknown, that could cause our actual operating results and financial position to differ materially. Such forward looking statements can be identified by the use of forward looking terminology, such as “may,” “will,” “expect,” “anticipate,” “estimate,” or “continue” or the negative thereof or other variations thereof or comparable terminology.

We caution that any such forward-looking statements are further qualified by important factors that could cause our actual operating results to differ materially from those in the forward-looking statements, including, without limitation, our ability to comply with the 2015 Written Agreement, the effects of future economic conditions, governmental fiscal and monetary policies, legislative and regulatory changes, the risks of changes in interest rates on the level and composition of deposits, the effects of competition from other financial institutions, our ability to raise capital, the failure of assumptions underlying the establishment of the allowance for possible loan losses, our ability to maintain an effective internal control environment, the low trading volume of our common stock and the risks discussed in Part II, Item 1A. Risk Factors, and other considerations described in connection with specific forward-looking statements and other cautionary elements specified in the Company's periodic filings with the Commission, including without limitation, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Any forward-looking statements contained in this Quarterly Report on Form 10-Q are as of the date hereof and we undertake no duty to update them if our view changes later, except as required by law. These forward-looking statements should not be relied upon as representing our view as of any date subsequent to the date hereof.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


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ITEM 4 – CONTROLS AND PROCEDURES

As required by paragraph (b) of Rule 13a-15 under the Exchange Act, an evaluation was carried out under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report.   As defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this Quarterly Report, the Company's disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits to the Commission under the Exchange Act is recorded, processed, summarized and reported, within the time periods required by the Commission's rules and forms.

Changes in Internal Control Over Financial Reporting
 
There have been no changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report that the Company believes have materially affected or are likely to materially affect, its internal control over financial reporting.

Part II. OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

In October 2013, multiple putative class action lawsuits were filed in United States district courts across the country against a number of different banks based on the banks’ alleged role in “payday lending”. Four of these lawsuits, filed in the Northern District of Georgia, the Middle District of North Carolina, the District of Maryland, and the Southern District of Florida, named the Bank as one of the defendants. The lawsuits allege that, by processing Automatic Clearing House transactions indirectly on behalf of "payday" lenders, the Bank is illegally participating in an enterprise to collect unlawful debts and is therefore liable to plaintiffs for damages under the federal Racketeer Influenced and Corrupt Organizations Act. The lawsuits also allege a variety of state law claims. The Bank moved to dismiss each of these lawsuits. As previously reported, the Georgia action was voluntarily dismissed by the plaintiffs and the District of Maryland granted the motion and dismissed the case, which the parties subsequently settled while on appeal to the United States Court of Appeals for the Fourth Circuit. Of the two remaining lawsuits, there are no updates to the lawsuit in the Southern District of Florida, which, as previously reported, has been stayed pending arbitration of the plaintiff's claims against the Bank’s co-defendants. The Middle District of North Carolina granted the motion in part and denied it in part; the case is proceeding in the district court.

We are party to certain other legal actions in the ordinary course of our business. We believe these actions are routine in nature and incidental to the operation of our business. While the outcome of these actions cannot be predicted with certainty, management’s present judgment is that the ultimate resolution of these matters will not have a material adverse impact on our business, financial condition, results of operations, cash flows or prospects. If, however, our assessment of these actions is inaccurate, or there are any significant adverse developments in these actions, our business, financial condition, results of operations, cash flows and prospects could be adversely affected.

ITEM 1A - RISK FACTORS

There have been no material changes in the Company’s risk factors from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2014, except that the risks related to the 2011 Written Agreement are no longer applicable and except as set forth below.






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We are subject to examination and scrutiny by a number of regulatory authorities, and, depending upon the findings and determinations of our regulatory authorities, we may be required to make adjustments to our business, operations, or financial position pursuant to the terms of formal or informal regulatory orders, including the 2015 Written Agreement with the FRB.

We are subject to examination by federal and state banking regulators. Federal and state regulators have the ability to impose substantial sanctions, restrictions, and requirements on us if they identify violations of laws with which we must comply or weaknesses or failures with respect to general standards of safety and soundness. Such enforcement may be formal or informal and can include directors’ resolutions, memoranda of understanding, cease and desist orders, civil money penalties and termination of deposit insurance and bank closures. Enforcement actions may be taken regardless of the capital levels of the institutions, and regardless of prior examination findings.

In late July 2015, the Bank entered into the 2015 Written Agreement with the FRB. The 2015 Written Agreement requires the Bank to take certain actions, including developing and submitting for approval a written plan to assure ongoing board oversight of the Bank's management and operations; a written program for the review of new products, services, or business lines acceptable to the FRB; and an enhanced written program for conducting appropriate levels of customer due diligence by the Bank acceptable to the FRB, among other things.

There can be no assurance that the terms and conditions of the 2015 Written Agreement will be fully and completely met or that the impact or effect of such terms and conditions will not have a material adverse effect on our financial condition, results of operations and future prospects. A material failure to comply with the terms of the 2015 Written Agreement could subject the the Bank, and subsequently the Company, to additional regulatory actions and further restrictions on our business. The Bank cannot determine whether or when the 2015 Written Agreement will be terminated. Even if the 2015 Written Agreement is terminated, in whole or in part, the Bank or Company could be subject to supervisory enforcement actions that restrict our activities.

We may not be able to realize the benefit of our deferred tax assets.

As of December 31, 2014 and December 31, 2013, we had a deferred tax asset of $23.4 million and $23.6 million, a valuation allowance of $22.0 million and $22.5 million, and a deferred tax liability of $1.4 million and $1.1 million, respectively, for a net deferred tax liability of $0 in both years. As of December 31, 2014, and December 31, 2013, the amount of the gross deferred tax asset attributable to our net operating loss carryforwards was $16.2 million and $16.3 million, respectively, and was fully reduced by a valuation allowance at both dates. A deferred tax asset is reduced by a valuation allowance if, based on the weight of the evidence available, it is more likely than not that some portion or all of the total deferred tax asset will not be realized. During the second quarter of 2015, the Company determined that it is more likely than not that sufficient taxable income will be generated to realize a significant portion of its deferred tax assets, warranting a partial release of the valuation allowance. As a result, the Company recognized a $16.6 million income tax benefit, which positively impacted earnings and increased capital for the Bank and the Company. Future evidence may prove that it is more likely than not that a portion of the deferred tax assets will not be realized, in which case a valuation allowance may be reestablished. Alternatively, future evidence may show that it is more likely than not that the remaining deferred tax assets will be realized, at which point the remaining valuation allowance can be reversed.

We believe that, subject to certain limitations including federal tax laws relating to “ownership changes,” should we continue to maintain profitability and project future profits while remaining well capitalized, then we would be able to reverse some or all of the remaining deferred tax asset valuation allowance. Even if we are able to reverse additional amounts of the deferred tax asset valuation allowance, however, the portion of a deferred tax asset that may be included in Tier 1 Capital for regulatory capital purposes is limited within the regulatory capital rules.

We structured our 2014 shareholder rights offering to avoid an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Following the closing of the rights offering, the Board of Directors approved a rights plan designed to preserve the ability to fully utilize our net operating loss carryforwards by deterring any person from acquiring our common stock without approval of the Board of Directors if such acquisition would result in a shareholder owning 4.9% or more of our then outstanding common stock, which rights plan was subsequent ratified by our shareholders. Additionally, our shareholders approved an amendment to our articles of incorporation to include ownership limitations that help preserve the ability to fully utilize our net operating loss carryforwards. Together, these two changes help prevent an ownership change that could substantially reduce or eliminate the significant long-term benefits our net operating loss carryforwards might provide. However, it is important to note that even with the amendment to our articles of incorporation and the adoption of the rights plan, neither measure offers a complete solution and an ownership change could still occur, which would significantly limit the amount of the net operating loss carryforwards that we might otherwise be able to utilize.

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ITEM 6 - EXHIBITS

The following exhibits are filed as part of this Quarterly Report on Form 10-Q.
 
Exhibit No.
Description
 
 
10.1
Employment Agreement with Warren D. Herring, Jr., including Amendment No. 1 thereto
 
 
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
101
The following materials from Four Oaks Fincorp, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statement of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.

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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.


 
 
FOUR OAKS FINCORP, INC.
 
 
 
 
 
 
 
 
Date:
August 14, 2015
By:
/s/ David H. Rupp
 
 
David H. Rupp
 
 
President and
 
 
Chief Executive Officer
 
 
 
 
Date:
August 14, 2015
By:
/s/ Nancy S. Wise
 
 
Nancy S. Wise
 
 
Executive Vice President and
 
 
Chief Financial Officer

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Exhibit Index
 
Exhibit No.
Description
 
 
10.1
Employment Agreement with Warren D. Herring, Jr., including Amendment No. 1 thereto
 
 
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
101
The following materials from Four Oaks Fincorp, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statement of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
 


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