UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________

 

FORM 10-K

 

______________________________________________________

 

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2015

Commission file number 000-027307

 

(Exact name of registrant as specified in charter)

 

North Carolina (State or Other Jurisdiction of Incorporation or Organization)	56-1980549 (I.R.S. Employer Identification No.)
2634 Durham Chapel Hill Blvd. Durham, North Carolina (Address of Principal Executive Offices)	27707-2800 (Zip Code)

  

(919) 687-7800

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value

(Title of class)

 

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

 

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

 

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

 

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 (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

 

Large accelerated filer  o	Accelerated filer  o	Non-accelerated filer  o	Smaller reporting company x
		(Do not check here if a smaller reporting Company)

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

 

The aggregate market value of the registrant's common stock as of June 30, 2015, held by those persons deemed by the registrant to be non-affiliates was approximately $5.9 million. For purposes of the foregoing calculation only, all directors, executive officers, and 5% stockholders of the registrant have been deemed affiliates.

 

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of March 16, 2016, there were 2,031,337 shares outstanding of the issuer's common stock, no par value.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Document Incorporated	Where
Portions of the registrant's Proxy Statement for the Annual Meeting of the Stockholders to be held on June 7, 2016.	Part III

 

 

 

INDEX

 

Annual Report on Form 10-K for the Year Ended December 31, 2015

INDEX

 

 

PART I
Item 1.	Business	4
Item 1A.	Risk Factors	10
Item 2.	Properties	16
Item 3.	Legal Proceedings	16
PART II
Item 5.	Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	16
Item 6.	Selected Financial Data	17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	44
Item 8.	Financial Statements and Supplementary Data	46
Item 9A.	Controls and Procedures	90
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	90
Item 11.	Executive Compensation	91
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	91
Item 13.	Certain Relationships and Related Transactions, and Director Independence	91
Item 14.	Principal Accounting Fees and Services	91
PART IV
Item 15.	Exhibits	92

 

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent expectations and beliefs of M&F Bancorp, Inc. (the “Company”) and Mechanics and Farmers Bank (the “Bank”), including but not limited to the Company's operations, performance, financial condition, growth or strategies. These forward-looking statements are identified by words such as “expects”, “anticipates”, “should”, “estimates”, “believes” and variations of these words and other similar statements. For this purpose, any statements contained in this Annual Report on Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements involve estimates, assumptions, risks and uncertainties that could cause actual results to differ materially from current projections depending on a variety of important factors, including without limitation:

 

•

Changes in the level of nonperforming assets, charge-offs, and other credit quality measures, and their impact on the adequacy of the Bank's allowance for loan losses and the Bank's provision for loan losses;

•

Competitive pressure among depository institutions, including competition for loans and deposits and failure to attract or retain loans and deposits;

•

General economic conditions, particularly those affecting real estate values, either nationally or in the market area in which we do or anticipate doing business, are less favorable than expected;

•

The costs and effects of legal, accounting and regulatory developments and compliance;

•

Local, regional, national and international economic conditions and the impact they may have on us and our customers, and our assessment of that impact on our estimates, including but not limited to the allowance for loan losses;

•

The effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Open Market Committee of the Federal Reserve Board;

•

The Bank's failure to satisfy the requirements of the Memorandum of Understanding (the "Bank MOU") with the North Carolina Commissioner of Banking ("NCCOB") and the Regional Director of the Federal Deposit Insurance Corporation's ("FDIC") Atlanta Regional Office;

•

The Company's failure to satisfy the requirements of Memorandum of Understanding ("The Company MOU") with the Federal Reserve Bank of Richmond ("FRB");

•

The effect of the requirements in the Bank MOU, the Company MOU, and any further regulatory actions;

•

Regulatory limitations or prohibitions with respect to the operations or activities of the Company and/or the Bank;

•

Lower revenues than expected;

•

Changes in the financial performance and/or condition of the Bank's borrowers and the ability of the Bank's borrowers to perform under the terms and conditions of their loans and other credit agreements;

•

Changes in consumer spending, borrowings and savings habits;

•

Technological changes and security and operations risks associated with the use of technology;

•

We may need to raise additional capital in the future, and such capital may or may not be available when needed or at all;

•

The costs of capital are more than expected;

•

A change in the interest rate risk environment reduces interest margins;

•

Regulatory limitations with respect to the operations or activities of the Company and/or the Bank;

•

The effect of changes in accounting policies and practices, as may be adopted by regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters;

•

Changes in the deferred tax asset valuation allowance in future quarters;

•

Asset/liability re-pricing risks, ineffective hedging and liquidity risks;

•

Counterparty risk;

•

The effects of the FDIC deposit insurance premiums and assessments;

•

Volatility in the credit or equity markets and its effect on the general economy;

•

Demand for the products or services of the Company and the Bank; as well as our ability to attract and retain qualified personnel;

•

Political instability, acts of war or terrorism, and natural disasters; and

•

Our success in managing the risks involved in the foregoing items.

 

The Company cautions that the foregoing list of important factors is not exhaustive. See also “Risk Factors” which begins on page 10. The Company undertakes no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, by or on behalf of the Company.

 

PART I

 

ITEM 1. BUSINESS

Headquartered in Durham, North Carolina ("NC"), the Company is a bank holding company incorporated under the laws of NC in 1999, and is registered with the Board of Governors of the Federal Reserve under the Bank Holding Company Act of 1956, as amended (the "BHCA"). The Company's primary function is to serve as the holding company for its wholly-owned subsidiary, Bank, a NC chartered commercial bank that was organized in 1907 and began operations in 1908.

 

As of December 31, 2015, the Company had assets of approximately $298.3 million, with gross loans of approximately $164.8 million and deposits of approximately $254.7 million. The Company's corporate office is located at 2634 Durham Chapel Hill Boulevard, Durham, NC, 27707, and its telephone number is 919-687-7800.

 

The Company's principal source of income is from dividends declared and paid by the Bank on its issued and outstanding capital stock. The Company uses such income to pay dividends to stockholders and fund its expenses. The majority of the Company's operations occur at the Bank level. Throughout this Annual Report on Form 10-K, results of operations will be discussed by referring to the Bank's operations, unless a specific reference is made to the Company and its operating results apart from those of the Bank.

 

The Bank is a community bank engaged in the general banking business in Wake, Durham, Guilford, Forsyth, and Mecklenburg Counties and the surrounding areas. Both the Company and the Bank are designated by the United States Department of the Treasury (the “Treasury”) as a Community Development Financial Institution (“CDFI”). As defined by the Treasury, a CDFI is a community-based organization that provides credit, financial services, and other related services in low-income urban and rural communities across America. These organizations have a common mission of working toward revitalizing economically depressed communities or communities underserved by mainstream financial institutions and improving the quality of life of those who live and work in these communities. CDFIs provide financing to residents who want to buy their first home, individuals who may want to start their own business and owners of existing businesses who would like to expand their businesses (helping to create new jobs). In addition, CDFIs offer financial literacy services to individuals on topics such as improving their credit ratings or creating monthly budgets.

 

The Bank offers a full range of banking services, including the following: checking accounts, savings accounts, Negotiable Order of Withdrawal ("NOW") accounts, money market accounts, certificates of deposit, individual retirement accounts, equity lines of credit, credit lines, consumer loans, credit cards, safe deposit boxes, internet banking, mobile banking, electronic funds transfer services including wire transfers, traveler's checks, notary services, and loans for real estate, construction, businesses, personal use, home improvement and automobiles. In addition, the Bank provides automated teller machine (“ATM”) access to its customers for cash withdrawals through nationwide ATM networks. At present, the Bank does not provide the services of a trust department.

 

GENERAL DESCRIPTION OF MARKET AREAS

 

The Bank has two branch offices in Durham, NC, two offices in Raleigh, NC, one office in Charlotte, NC, one office in Winston-Salem, NC, and one office in Greensboro, NC. All offices are located in metropolitan areas with employment spread primarily among service, health care, education, manufacturing and governmental activities. All offices are located in areas of high competition among financial service providers.

 

COMPETITION

 

Commercial banking in NC is extremely competitive. The Bank competes in its market areas with some of the largest banking organizations in the state and the country, other community financial institutions, such as federally and state-chartered banks or savings and loan institutions, credit unions, consumer finance companies, mortgage companies and other lenders engaged in the business of extending credit. Many of the Bank's competitors have broader geographic markets, easier access to capital, lower cost of funding, and higher lending limits than the Bank, and are able to provide more services, and make greater use of media advertising.

 

Despite strong competition in its market areas, the Bank believes that it has certain competitive advantages that distinguish it from its competition. The Bank believes that its primary competitive advantages are its 108-year legacy, strong local identity, affiliation with the communities it serves, and its emphasis on providing specialized services to small- and medium-sized business and special purpose enterprises, faith-based non-profit organizations and individuals. The Bank offers customers modern, high-tech banking without compromising community values such as prompt, personal service and friendliness. The Bank offers personalized services and attracts customers by being responsive and sensitive to their individual needs. The Bank relies on goodwill and referrals from stockholders, board members, employees, and satisfied customers, as well as traditional methods to attract new customers. To enhance a positive image in the communities in which it has branches, the Bank supports and participates in select local events and many of its officers and directors serve on boards of local civic and charitable organizations.

 

The ability of the Bank to attract and retain deposits generally depends on its ability to provide a rate of return, liquidity and risk comparable to that offered by competing investment opportunities. As of June 30, 2015, based on the Federal Deposit Insurance Corporation (the “FDIC”) Summary of Deposits Report, the Bank's market share of the total deposits in Durham, NC was 1.45%, and less than one percent in each of Raleigh, Charlotte, Greensboro and Winston-Salem, NC. Management believes that the Bank is not dependent upon any single customer, or a few customers, the loss of which would have a material adverse effect on the Bank’s operations. However, the Bank does serve a specialized niche market (faith-based non-profit organizations), the loss of which could have a material adverse effect on the Company's operations.

 

EMPLOYEES

 

As of December 31, 2015, the Company and the Bank had 70 employees, including 67 full-time employees. None of our employees are covered by a collective bargaining agreement. Management considers relations with employees to be good.

 

AVAILABLE INFORMATION

 

The Company makes its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, available free of charge on its internet website www.mfbonline.com, as soon as reasonably practicable after the reports are electronically filed with the Securities and Exchange Commission (“SEC”). Any materials that the Company files with the SEC may be read and/or copied at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. These filings are accessible on the SEC's website at www.sec.gov.

 

The Company's corporate governance policies, including its Codes of Ethics and the charters of the Audit, Compensation, and Corporate Governance and Nominating Committees, may be found under the “Investor Relations” section of the Company's website. The Company elects to disclose any amendments to or waivers of any provisions of its Code of Ethics applicable to its principal executive officers and senior financial officers on its website. A written copy of the foregoing corporate governance policies is available upon written request to the Company.

 

SUPERVISION AND REGULATION

 

Bank holding companies and commercial banks are subject to extensive federal and state governmental regulation and supervision. The following is a brief summary of certain statutes and regulations that apply to the Company and Bank. This summary is qualified in its entirety by reference to the particular statute and regulatory provisions cited below and are not intended to be an exhaustive description of the statutes or regulations applicable to the business of the Company and the Bank. Supervision, regulation and examination of the Company and the Bank by the regulatory agencies are intended primarily for the protection of depositors rather than stockholders of the Company.

 

Statutes and regulations, which contain wide-ranging proposals for altering the structures, regulations, and competitive relationship of financial institutions, are introduced regularly. The Company cannot predict whether or in what form any proposed statute or regulation may be adopted or the extent to which the business of the Company and the Bank may be affected by such statute or regulation.

 

In certain circumstances, the FDIC can require a holding company to guarantee the compliance of its subsidiary insured depository institution with any capital restoration plan. The FDIC's claim for damages is superior to claims of stockholders of the insured depository institution or its holding company but is subordinate to claims of depositors, secured creditors and holders of subordinated debt (other than affiliates) of the commonly controlled insured depository institutions.

 

Monetary Policy and Economic Controls

 

The Company and the Bank are directly affected by governmental policies and regulatory measures affecting the banking industry in general. Of primary importance is the Federal Reserve, whose actions directly affect the money supply, which, in turn, affects banks' lending abilities by increasing or decreasing the cost and availability of funds to banks. The Federal Reserve regulates the availability of bank credit in order to combat recession and curb inflationary pressures in the economy by open market operations in United States government securities, changes in the discount rate on bank borrowings, changes in reserve requirements against bank deposits, and limitations on interest rates that banks may pay on time and savings deposits.

 

Deregulation of interest rates paid by banks on deposits and the types of deposits that may be offered by banks has eliminated minimum balance requirements and rate ceilings on various types of time deposit accounts. The effect of these specific actions and, in general, the deregulation of deposit interest rates has generally increased banks' cost of funds and made them more sensitive to fluctuations in money market rates. In view of the changing conditions in the national economy and money markets, as well as the effect of actions by monetary and fiscal authorities, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand, or the business and earnings of the Bank or the Company. As a result, banks, including the Bank, face a significant challenge to maintain acceptable net interest margins.

 

Company Regulation

 

General. The Company is a bank holding company registered with the Federal Reserve under the BHCA. As such, the Company is subject to the supervision, examination and reporting requirements contained in the BHCA and the regulation of the Federal Reserve. The Federal Reserve has the power to order a bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary, when it believes that continuation of such activity or such ownership or control constitutes a serious risk to the financial safety, soundness or stability of any bank subsidiary of that bank holding company.

 

Dodd–Frank Wall Street Reform and Consumer Protection Act. In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law. This law has significantly changed the current bank regulatory structure and is affecting the lending, deposit, investment, trading, and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies have significant discretion in drafting rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for many years. The Dodd-Frank Act included, among other things:

 

• the creation of a Financial Stability Oversight Council to identify emerging systemic risks posed by financial firms, activities and practices, and to improve cooperation between federal agencies;

• the creation of a Bureau of Consumer Financial Protection (the “CFPB”) authorized to promulgate and enforce consumer protection regulations relating to financial products, which would affect both banks and non-bank financial companies;

• the establishment of strengthened capital and prudential standards for banks and bank holding companies;

• enhanced regulation of financial markets, including derivatives and securitization markets;

• the elimination of certain trading activities by banks;

• a permanent increase of FDIC deposit insurance to $250,000 per deposit category and an increase in the minimum deposit insurance fund reserve requirement from 1.15% to 1.35%, with assessments to be based on assets as opposed to deposits;

• amendments to the Truth in Lending Act aimed at improving consumer protections with respect to mortgage originations, including originator compensation, minimum repayment standards, and prepayment considerations; and

• new disclosure and other requirements relating to executive compensation and corporate governance.

 

A number of other provisions of the Dodd-Frank Act remain to be implemented through the rulemaking process at various regulatory agencies. We are unable to predict the extent to which the Dodd-Frank Act or the forthcoming rules and regulations will impact our business. However, we believe that certain aspects of the legislation, including, without limitation, the costs of compliance with disclosure and reporting requirements and examinations could have a significant impact on our business, financial condition, and results of operations. Additionally, we cannot predict whether there will be additional proposed laws or reforms that would affect the U.S. financial system or financial institutions, whether or when such changes may be adopted, how such changes may be interpreted and enforced, or how such changes may affect us.

 

Federal Securities Law. The Company's common stock is registered with the SEC pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). As a result, the proxy and tender offer rules, insider trading reporting requirements, annual and periodic reporting and other requirements of the Exchange Act are applicable to the Company. The regulatory compliance burden of being a publicly traded company has increased significantly.

 

The Gramm-Leach-Bliley Act. The federal Gramm-Leach-Bliley Act (the "GLB Act") dramatically changed various federal laws governing the banking, securities and insurance industries. The GLB Act expanded opportunities for banks and bank holding companies to provide services and engage in other revenue-generating activities that previously were prohibited to them. However, this expanded authority presents the Company with challenges, as its larger competitors are able to expand their services and products into areas that are not feasible for smaller, community-oriented financial institutions. The GLB Act has had a significant economic impact on the banking industry and on competitive conditions in the financial services industry generally.

 

Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act was signed into law in 2002 (“Sarbanes-Oxley”) and became some of the most sweeping federal legislation addressing accounting, corporate governance and disclosure issues. The impact of Sarbanes-Oxley has been wide-ranging as it applies to all public companies and imposes significant requirements for public company governance and disclosure.

 

In general, Sarbanes-Oxley mandated important corporate governance and financial reporting requirements intended to enhance the accuracy and transparency of public companies' reported financial results. It established responsibilities for corporate chief executive officers, chief financial officers and audit committees in the financial reporting process and created a regulatory body to oversee auditors of public companies. It backed these requirements with SEC enforcement tools, increased criminal penalties for federal mail, wire and securities fraud, and created criminal penalties for document and record destruction in connection with federal investigations. It also increased the opportunity for more private litigation by lengthening the statute of limitations for securities fraud claims and providing federal corporate whistleblower protection.

 

The economic and operational effects of this legislation on public companies, including the Company, have been and will continue to be significant in terms of the time, resources and costs associated with complying with its requirements. Because Sarbanes-Oxley, for the most part, applies equally to larger and smaller public companies, the Company has additional challenges as a smaller financial institution seeking to compete with larger financial institutions in its market. In accordance with the requirements of Section 404(a), management's report on internal control is included herein as Item 9A. The Dodd-Frank Act permanently exempted smaller companies, such as the Company, from the requirements under Section 404(b) for auditor attestation on internal controls.

 

Prohibited and Permissible Activities of Bank Holding Companies. The BHCA generally prohibits a bank holding company, with certain exceptions, from engaging in activities other than banking, or managing or controlling banks or other permissible subsidiaries, and from acquiring or retaining direct or indirect control of any company engaged in any activities other than those activities determined by the Federal Reserve to be closely related to banking. In determining whether a particular activity is permissible, the Federal Reserve must consider whether the performance of such an activity may be reasonably expected to produce benefits to the public, such as greater convenience, increased competition or gains in efficiency, that outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices.

 

Pursuant to delegated authority, the Federal Reserve Bank of Richmond (the “FRB”) has authority to approve certain activities of holding companies within its district, including the Company, provided the nature of the activity has been approved by the Federal Reserve.

 

Additional Restrictions and Oversight. Subsidiary banks of a bank holding company are subject to certain restrictions imposed by the Federal Reserve on any extensions of credit to the bank holding Company or any of its subsidiaries, investments in the stock or securities thereof and the acceptance of such stock or securities as collateral for loans to any borrower. A bank holding company and its subsidiaries are prevented from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of services. An example of a prohibited tie -in would be any arrangement that would condition the provision or cost of services on a customer obtaining additional services from the bank holding Company or any of its other subsidiaries.

 

The Federal Reserve may issue cease and desist orders (often referred to as "consent orders") against bank holding companies and non-bank subsidiaries to stop actions believed to present a serious threat to a subsidiary bank. The Federal Reserve regulates certain debt obligations, changes in control of bank holding companies and capital requirements.

 

As a result of the Company's ownership of the Bank, the Company is registered under the bank holding company laws of NC. Accordingly, the Company is also subject to supervision and regulation by the NCCOB.

 

Capital Requirements. The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. On August 7, 2015, the Bank entered into a revised Memorandum of Understanding (the “Bank MOU”) between the FDIC and the Office of the North Carolina Commissioner of Banks. The Bank MOU requires that the Bank maintain a Tier 1 leverage ratio of 8%, and our other regulatory capital ratios at such levels so as to be considered well capitalized for regulatory purposes. We continue to be in full compliance with this requirement of the Bank MOU. See “Supervision and Regulation—Memoranda of Understanding” for additional information relating to the Company MOU.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum ratios of Tier 1 and total capital as a percentage of assets and off-balance-sheet exposures, adjusted for risk weights ranging from 0% to 100%. Tier 1 capital of the Company consists of common shareholders’ equity, excluding the unrealized gain or loss on securities available-for-sale, minus certain intangible assets. The Company’s Tier 2 capital consists of the allowance for loan losses subject to certain limitations. Total capital for purposes of computing the capital ratios consists of the sum of Tier 1 and Tier 2 capital. The regulatory minimum requirements are 4% for Tier 1 capital and 8% for total risk-based capital; under the provisions of the Bank MOU the Bank will be required to maintain a Tier 1 leverage ratio of 8% and a total risk-based capital ratio of 10%. However, as the Company has less than $500 million in assets, its activities and regulatory capital structure are de-emphasized pursuant to the Federal Reserve’s Small Bank Holding Company Policy Statement, with all significant business activities attributed to the Bank by the Company’s regulators.

The Company and the Bank are also required to maintain capital at a minimum level based on quarterly average assets, which is known as the leverage ratio. Only the strongest banks are allowed to maintain capital at the minimum requirement of 3%. All others are subject to maintaining ratios 1% to 2% above the minimum.

The Company and the Bank were each considered to be “well capitalized” for regulatory purposes at December 31, 2015. See “Capital Resources” for capital ratios. 

In July 2013, the Federal Reserve, the FDIC, and the Office of the Comptroller of the Currency each approved final rules to implement the Basel III regulatory capital reforms, among other changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rules will apply to all national and state banks, such as the Bank, and savings associations and most bank holding companies and savings and loan holding companies, which we collectively refer to herein as “covered banking organizations.” Bank holding companies with less than $500 million in total consolidated assets, such as the Company, are not subject to the final rules, nor are savings and loan holding companies substantially engaged in commercial activities or insurance underwriting. The framework requires covered banking organizations to hold more and higher quality capital, which acts as a financial cushion to absorb losses, taking into account the impact of risk. The approved rules include a new minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5% as well as a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The rules also raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and include a minimum leverage ratio of 4% for all banking institutions. In terms of quality of capital, the final rules emphasize common equity Tier 1 capital and implement strict eligibility criteria for regulatory capital instruments. The final rules also change the methodology for calculating risk-weighted assets to enhance risk sensitivity. The requirements in the rules began to phase in on January 1, 2015 for “standardized approach” banking organizations such as the Bank. The requirements in the rules will be fully phased in by January 1, 2019. The ultimate impact of the new capital standards on the Bank is currently being reviewed.

Emergency Economic Stabilization Act of 2008. Under the Emergency Economic Stabilization Act of 2008 (the “EESA”), as amended, the Treasury implemented the Troubled Asset Relief Program (“TARP”), of which the Capital Purchase Program (the “CPP”) is a part. Under the CPP, certain U.S. qualifying financial institutions sold senior preferred stock and warrants to the Treasury. Eligible institutions generally applied to issue preferred stock to the Treasury in aggregate amounts between 1% and 3% of the institution's risk-weighted assets. Smaller community banks and bank holding companies, such as the Company, were later allowed to issue preferred stock up to 5% of the institution's risk weighted assets.

 

The Treasury was given discretion to exempt certain financial institutions from having to issue warrants. The Treasury elected to exercise its discretion in favor of those financial institutions that are certified as CDFIs, and for whom the CPP investment was $50 million or less. Accordingly, the Company was exempted from issuing warrants. On June 26, 2009, the Company completed the issuance of 11,735 shares of $1,000 value Series A Fixed Rate Cumulative Perpetual Preferred Stock ("Series A Preferred Stock") under the CPP. On August 20, 2010, the Company exchanged the Series A Preferred Stock for an equal number of shares of $1,000 liquidation value, Series B Fixed Rate Cumulative Perpetual Preferred Stock (“Series B Preferred Stock”), under the Community Development Capital Initiative (“CDCI”), also part of the TARP.

 

Executive Compensation. The EESA, as amended by the American Recovery and Reinvestment Act (“ARRA”), which was signed into law on February 17, 2009, introduced extensive restrictions on executive compensation arrangements of financial institutions participating in TARP programs, including the CPP and the CDCI. On June 15, 2009, the Treasury published the Interim Final Rules in the Federal Register, which further supplement these executive compensation restrictions.

 

Dividend and Repurchase Limitations. Under a Memorandum of Understanding ("MOU") with the FRB executed in August 2010, the Company agreed to obtain FRB approval prior to repurchasing or redeeming any shares of its stock, declaring or paying any dividends or taking dividends or any other form of payment representing a reduction in capital from the Bank.

 

Federal banking regulations applicable to all bank holding companies separately restrict the Company from repurchasing its common stock for consideration in excess of 10% of its net worth during any 12-month period unless the Company (i) both before and after the redemption satisfies capital requirements for "well capitalized" state bank holding companies; (ii) received a “one” or “two” rating in its last examination; and (iii) is not the subject of any unresolved supervisory issues. In addition, as a bank holding company, the Company is required to adhere to the Federal Reserve's Policy Statement on Payment of Cash Dividends, which generally requires bank holding companies to act as a source of strength and not place undue burden on subsidiary banks.

 

Under NC corporation laws, the Company may not pay a dividend or distribution, if after giving its effect, the Company would not be able to pay its debts as they become due in the usual course of business or the Company's total assets would be less than its liabilities. In general, the Company's ability to pay cash dividends is dependent upon the amount of dividends paid to the Company by the Bank. NC commercial banks, such as the Bank, are subject to legal limitations on the amounts of dividends they are permitted to pay. For instance, NC commercial banks are prohibited from making capital distributions, including the payment of dividends, if, after making such distribution, the bank would become "undercapitalized" (as such term is defined in the applicable law and regulations). Further, under the terms of the Bank MOU entered into with the FDIC and the NCCOB on August 7, 2015, the Bank may not declare dividends to the Company without prior approval from the FDIC and NCCOB.

 

Participation in the CDCI places restrictions on the Company's ability to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its capital stock, including restrictions against the Company (i) increasing dividends payable on its common stock from the last quarterly cash dividend per share declared on the common stock prior to November 17, 2008; (ii) increasing its aggregate per share dividends and distributions above the aggregate dividends and distributions paid for the immediately prior fiscal year; and (iii) declaring or paying dividends or distributions on, or repurchasing, redeeming or otherwise acquiring for consideration, shares of its capital stock in the event that the Company fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on the Series B Preferred Stock. These restrictions will continue until all of the Series B Preferred Stock has been redeemed in full. During 2015, no common stock dividends were declared; therefore, no common stock dividends can be declared in the future until such time as all of the Series B Preferred Stock has been redeemed in full.

 

Bank Regulation

 

The Bank is subject to numerous state and federal statutes and regulations that affect its business, activities, and operations, and is supervised and examined by the NCCOB and the FDIC. The FDIC and the NCCOB regularly examine the operations of banks over which they exercise jurisdiction. They have the authority to approve or disapprove the establishment or closing of branches, mergers, consolidations and other similar corporate actions. They have authority to prevent the continuance or development of unsafe or unsound banking practices and other violations of law. The FDIC and the NCCOB regulate and monitor all areas of the operations of banks and their subsidiaries, including loans, mortgages, capital adequacy, loss reserves and compliance with the Community Reinvestment Act (“CRA”) as well as other laws and regulations. Interest and certain other charges collected and contracted for by banks are subject to state usury laws and certain federal laws concerning interest rates.

 

Federal Deposit Insurance. The Deposit Insurance Fund ("DIF") of the FDIC insures deposit accounts in the Bank up to a maximum amount per separately insured depositor. Under the Dodd-Frank Act, the maximum amount of federal deposit insurance coverage permanently increased to $250,000 per depositor, per institution.

 

Under the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") the federal banking agencies possess broad powers to take prompt corrective action to resolve problems of insured depository institutions. FDICIA identifies five capital categories for insured depository institutions: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized." Under regulations established by the federal banking agencies, a "well capitalized" institution must have a Tier 1 Capital Ratio of at least 6.0%, a Total Capital Ratio of at least 10.0%, a Tier 1 Leverage Ratio of at least 5.0% and not be subject to a capital directive order. The Bank MOU requires the Bank to maintain a Tier 1 Capital Ratio of not less than 8.0% and a Total Risk Based Capital Ratio of not less than 10.0%. As of December 31, 2015, the Bank was classified as "well capitalized" and satisfied the heightened capital requirements of the Bank MOU. The classification of a depository institution under FDICIA is primarily for the purpose of applying the federal banking agencies' prompt corrective action provisions, and is not intended to be, nor should it be interpreted as, a representation of the overall financial condition or the prospects of any financial institution.

 

The FDIC has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank. Management cannot predict what insurance assessment rates will be in the future.

 

Insurance of deposits may be terminated by the FDIC upon a finding that an insured institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. Management of the Bank is not aware of any practice, condition or violation that might lead to termination of its FDIC deposit insurance.

 

Community Reinvestment and Consumer Protection Laws. In connection with its lending activities, the Bank is subject to a number of federal laws designed to protect borrowers and promote lending to various sectors of the economy and population. These include the Equal Credit Opportunity Act, the Truth-in-Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, and the CRA. In addition, federal banking regulators, pursuant to the GLB Act, have enacted regulations limiting the ability of banks and other financial institutions to disclose nonpublic consumer information to non-affiliated third parties. The regulations require disclosure of privacy policies and allow consumers to prevent certain personal information from being shared with non-affiliated third parties.

 

The CRA requires the appropriate federal banking agency, in connection with its examination of a bank, to assess the bank's record in meeting the credit needs of the communities served by the bank, including low and moderate-income neighborhoods. Under the CRA, institutions are assigned a rating of "outstanding," "satisfactory," "needs to improve," or "substantial non-compliance." The Bank received an "outstanding" rating in its most recent CRA evaluation.

 

The Dodd-Frank Act created the CFPB to take over responsibility for the federal consumer financial protection laws. The CFPB is an independent bureau within the Federal Reserve that has broad rule making, supervisory and examination authority to set and enforce rules in the consumer protection area over financial institutions that have assets of $10 billion or more. The Dodd-Frank Act gives the CFPB expanded data-collecting powers for fair lending purposes for both small business and mortgage loans, as well as expanded authority to prevent unfair, deceptive and abusive practices. It is anticipated that certain of the CFPB's rules will be indirectly applied to the Bank, through their adoption by the Bank's regulators as “best practices.”

 

Bank Secrecy Act / Anti-Money Laundering Laws. The Bank is subject to the Bank Secrecy Act and other anti-money laundering laws and regulations, including the USA PATRIOT Act of 2001 and the USA FREEDOM Act of 2015. The USA PATRIOT Act substantially broadened the scope of U.S. anti-money laundering laws and regulations by creating new laws, regulations, and penalties, imposing significant new compliance and due diligence obligations, and expanding the extra-territorial jurisdiction of the U.S. These laws and regulations, which were extended in 2015 by the USA FREEDOM Act, require the Bank to implement policies, procedures, and controls to detect, prevent, and report potential money laundering and terrorist financing and to verify the identity of their customers. Violations of these requirements can result in substantial civil and criminal sanctions. In addition, these Acts require the federal banking agencies to consider the effectiveness of a financial institution's anti-money laundering activities when reviewing bank mergers and bank holding company acquisitions.

 

Other Safety and Soundness Regulations. As required by FDICIA, the federal banking agencies' prompt corrective action powers impose progressively more restrictive constraints on operations, management and capital distributions, depending on the category in which an institution is classified. These actions can include: requiring an insured depository institution to adopt a capital restoration plan guaranteed by the institution's parent company; placing limits on asset growth and restrictions on activities, including restrictions on transactions with affiliates; restricting the interest rates the institution may pay on deposits; prohibiting the payment of principal or interest on subordinated debt; prohibiting the holding company from making capital distributions without prior regulatory approval; and, ultimately, appointing a receiver for the institution.

 

The federal banking agencies also have adopted guidelines prescribing safety and soundness standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation and benefits. The federal regulatory agencies may take action against a financial institution that does not meet such standards.

 

Capital Requirements for the Bank. As an NC-chartered, insured commercial bank, which is not a member of the Federal Reserve System, the Bank is also subject to capital requirements imposed by the FDIC. In July 2013, the Federal Reserve and the FDIC approved revisions to their capital adequacy guidelines and prompt corrective action rules that implement the revised standards of the Basel Committee on Banking Supervision, commonly called Basel III, and address relevant provisions of the Dodd-Frank Act. “Basel III” refers to two consultative documents released by the Basel Committee on Banking Supervision in December 2009, the rules text released in December 2010, and loss absorbency rules issued in January 2011, which include significant changes to bank capital, leverage and liquidity requirements.

 

The rules include new risk-based capital and leverage ratios, which became effective on January 1, 2015, and revise the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to the Company and the Bank are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6.0% (increased from 4.0%); (iii) a total capital ratio of 8.0%; and (iv) a Tier 1 leverage ratio of 4.0% for all institutions. The rules eliminate the inclusion of certain instruments, such as trust preferred securities, from Tier 1 capital. Instruments issued prior to May 19, 2010 will be grandfathered for companies with consolidated assets of $15 billion or less. The rules also establish a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital and result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The Bank exceeded all applicable capital requirements as of December 31, 2015. The new capital conservation buffer requirement will be phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase by that amount each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that may be utilized for such actions.

Federal Home Loan Bank System. The Federal Home Loan Bank system provides a central credit facility for member institutions. As a member of the Federal Home Loan Bank of Atlanta ("FHLB"), the Bank is required to own capital stock in the FHLB in an amount at least equal to 0.09% (or 9 basis points) of the Bank's total assets at the end of each calendar year, plus 4.5% of its outstanding advances (borrowings) from the FHLB under the activity-based stock ownership requirement. On December 31, 2015, the Bank was in compliance with this requirement.

 

Restrictions on Transactions with Affiliates. The Bank is subject to the provisions of Sections 23A and 23B of the Federal Reserve Act and Regulation W. Section 23A places limits on the amount of:

 

•

a bank's loans or extensions of credit to, or investment in, its affiliates;

•

assets a bank may purchase from affiliates, except for real and personal property exempted by the Federal Reserve;

•

the amount of loans or extensions of credit by a bank to third parties which are collateralized by the securities or obligations of the bank's affiliates; and

•

a bank's guarantee, acceptance or letter of credit issued on behalf of one of its affiliates.

 

The total amount of the above transactions is limited in amount, as to any one affiliate, to 10% of a bank's capital and surplus and, as to all affiliates combined, to 20% of a bank's capital and surplus. In addition to the limitation on the amount of these transactions, each of the above transactions must meet specified collateral requirements. The Bank must comply with other provisions designed to avoid the transfer of low-quality assets from an affiliate.

 

The Bank is subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibits a bank from engaging in the above transactions with its affiliates, unless the transactions are on terms substantially the same, or at least as favorable to the bank or its

subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.

 

Under Section 22(h), loans to directors, executive officers and stockholders who own more than 10% of a depository institution (18% in the case of institutions located in an area with less than 30,000 in population), and certain affiliated entities of any of the foregoing, may not exceed, together with all other outstanding loans to such person and affiliated entities, the institution's loans-to-one-borrower limit (as discussed below). Section 22 (h) prohibits loans above amounts prescribed by the appropriate federal banking agency to directors, executive officers and stockholders who own more than 10% of an institution, and their respective affiliates, unless such loans are approved in advance by a majority of the board of directors of the institution. Any "interested" director may not participate in the voting. The FDIC has prescribed the loan amount (which includes all other outstanding loans to such person), as to which such prior board of directors approval is required, as being the greater of $25,000 or 5% of capital and surplus (up to $500,000). Further, pursuant to Section 22(h), the Federal Reserve requires that loans to directors, executive officers, and principal stockholders be made on terms substantially the same as offered in comparable transactions with non-executive employees of the Bank. The FDIC has imposed additional limits on the amount a bank can loan to an executive officer.

 

Limits on Rates Paid on Deposits and Brokered Deposits. FDIC regulations limit the ability of insured depository institutions to accept, renew or roll-over deposits by offering rates of interest which are significantly higher than the prevailing rates of interest on deposits offered by other insured depository institutions having the same type of charter in such depository institution's normal market area. Under these regulations, “well capitalized” depository institutions may accept, renew or roll-over such deposits without restriction, “adequately capitalized” depository institutions may accept, renew or roll-over such deposits with a waiver from the FDIC (subject to certain restrictions on payments of rates) and “undercapitalized” depository institutions may not accept, renew, or roll-over such deposits. Definitions of “well capitalized,” “adequately capitalized” and “undercapitalized” are the same as the definitions adopted by the FDIC to implement the prompt corrective action provisions discussed above.

 

The Secure and Fair Enforcement for Mortgage Licensing Act of 2008 (“SAFE Act”). The SAFE Act was enacted to enhance consumer protection and reduce fraud by setting minimum standards for the licensing and registration of mortgage loan originators. The SAFE Act requires mortgage loan originators employed by insured depository institutions or their subsidiaries to register with the Nationwide Mortgage Licensing System and Registry and to maintain current registration in that system. Financial institutions are required by the SAFE Act to maintain adequate policies and practices, which will ensure that all employees acting in the capacity of mortgage loan originators register in the Nationwide Mortgage Licensing System and update their registration annually during the annual renewal period in November and December of each year.

 

Other. Additional regulations require annual examinations of all insured depository institutions by the appropriate federal banking agency, with some exceptions for small, well-capitalized institutions and state chartered institutions examined by state regulators. Additional regulations establish operational and managerial, asset quality, earnings and stock valuation standards for insured depository institutions, as well as compensation standards.

 

In addition, the Bank is subject to various other state and federal laws and regulations, including state usury laws, laws relating to fiduciaries, consumer credit and equal credit, fair credit reporting laws and laws relating to branch banking. The Bank, as an insured NC commercial bank, is prohibited from engaging as a principal in activities that are not permitted for national banks, unless (i) the FDIC determines that the activity would pose no significant risk to the appropriate deposit insurance fund and (ii) the Bank is, and continues to be, in compliance with all applicable capital standards.

 

ITEM 1A. RISK FACTORS

 

An investment in the Company's common stock is subject to risks inherent in the Company's business. The material risks and uncertainties that management believes affect the Company are described below. Before making an investment decision, you should carefully consider these risks and uncertainties, together with all of the other information included or incorporated by reference in this Annual Report on Form 10-K. These risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Company's business operations. This report is qualified in its entirety by these risk factors.

 

If any of the following risks actually occur, the Company's financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of the Company's common stock could decline significantly, and you could lose all or part of your investment.

 

The Company’s business has been and may continue to be adversely affected by the prolonged effects of the recession. The U.S. and N.C. economies have yet to fully recover from the recession that began in 2007. Following the onset of the recession, dramatic declines in the housing market, with falling home prices and increasing foreclosures and unemployment, have resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities and major commercial and investment banks. A sustained weakness or weakening in business and economic conditions generally or specifically in the principal markets in which we do business could have one or more of the following adverse effects on our business:

 

•

a decrease in the demand for loans or other products and services offered by us;

•

a decrease in the value of our loans or other assets secured by consumer or commercial real estate;

•

a decrease in deposit balances due to overall reductions in the accounts of customers;

•

an impairment of certain intangible assets or investment securities;

•

a decreased ability to raise additional capital on terms acceptable to us or at all; or

•

an increase in the number of borrowers who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to us. An increase in the number of delinquencies, bankruptcies or defaults could result in a higher level of nonperforming assets, net charge-offs and provision for loan losses, which would reduce our earnings.

 

While conditions in our principal markets appear to be gradually improving, we expect our business, financial condition and results of operations to continue to be adversely affected in the near term, and until such time as our customers have experiences of full recovery from the effects of the recent recession.

 

The Bank faces strong competition in our market areas, which may limit our asset growth and profitability. The banking business in the Bank's market areas is very competitive, and the level of competition facing the Bank may increase further, which may limit the Bank's asset growth and/or profitability. The Bank experiences competition in both lending and attracting deposits from other banks and non-bank financial institutions located within its market areas, some of which are significantly larger institutions and may have more financial resources than the Bank. Such competitors primarily include national, regional and local financial institutions within the Bank's market areas. Additionally, various out-of-state banks may enter the market areas in which the Bank currently operates. Non-bank competitors for deposits and deposit-type accounts include savings associations, credit unions, savings banks, securities firms, money market funds, life insurance companies and the mutual funds industry. For loans, the Bank encounters competition from other banks, savings associations, finance companies, mortgage bankers and brokers, insurance companies, small loan and credit card companies, credit unions, pension trusts, securities firms and major retail stores that offer competing financial services. Many of these competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services and better pricing for those products and services than the Bank can offer.

 

The Company and the Bank may be subject to additional, heightened enforcement actions if we do not comply with the MOUs. The Bank MOU requires the Bank to take certain actions to enhance its management of adversely classified assets, remain well-capitalized and maintain adequate liquidity. It also restricts the payment of dividends to the holding company without prior approval and requires reporting of progress of implementing additional management improvement plans. The Company MOU requires the Company to first obtain approval before it pays any dividends, repurchases stock, or receives any dividends from the Bank. In the event we do not comply with these MOUs, the banking regulators may impose additional, heightened enforcement actions against us and/or keep the MOUs in place longer than they may otherwise have been. Additional, heightened enforcement action, including any further restrictions on our lending and deposit gathering activities, could negatively impact our interest income, interest expense, and liquidity, and have a material and adverse effect on our business, financial condition and results of operation.

 

Financial reform legislation enacted by Congress and resulting regulations have increased, and are expected to continue to increase our costs of operations. Congress enacted the Dodd-Frank Act in 2010. This law has significantly changed the structure of the bank regulatory system and affects the lending, deposit, investment, trading, and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting the implementing rules and regulations. Although some of the regulations have been promulgated, many additional regulations are expected to be issued in 2016 and thereafter. Consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for many months or years.

 

The Dodd-Frank Act requires publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and authorizes the SEC to promulgate rules that would allow stockholders to nominate their own candidates using a company's proxy materials. The legislation also directs the FRB to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not.

 

The Dodd-Frank Act created the CFPB with broad powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. It also has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets will be examined by their applicable bank regulators. The Dodd-Frank Act also weakens the federal preemption rules that have been applicable for national banks and federal savings associations, and gives state attorneys general the ability to enforce federal consumer protection laws.

 

It is difficult to quantify what specific impact the Dodd-Frank Act and related regulations have had on the Company to date and what impact yet to be written regulations will have on us in the future. However, it is expected at a minimum, they will increase our operating and compliance costs and could increase our interest expense.

 

Our participation in the CDCI imposes restrictions and obligations on us that limit our ability to pay dividends, repurchase shares of our common stock and access the capital markets. In 2010, the Company issued 11.7 million shares of Series B Preferred Stock pursuant to the CDCI, a TARP program. Participation in the CDCI places restrictions on the Company's ability to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its capital stock, including restrictions against the Company (i) increasing dividends payable on its common stock from the last quarterly cash dividend per share declared on the common stock prior to November 17, 2008; (ii) increasing its aggregate per share dividends and distributions above the aggregate dividends and distributions paid for the immediately prior fiscal year; and (iii) declaring or paying dividends or distributions on, or repurchasing, redeeming or otherwise acquiring for consideration, shares of its capital stock in the event that the Company fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on the Series B Preferred Stock. The holders of these shares of Series B Preferred Stock have certain registration rights, which in certain circumstances impose lock-up periods during which we would be unable to issue equity securities. These restrictions will continue until all of the Series B Preferred Stock has been redeemed in full. In addition, unless we are able to redeem the Series B Preferred Stock during the first eight years, the dividends on this capital will increase substantially at that point, from 2% to 9%, and no further common stock dividends will be allowed until the preferred stock has been fully redeemed. Depending on market conditions at the time, this increase in preferred stock dividends could significantly impact our liquidity.

 

We will need to raise additional capital in the future and such capital may not be available when needed or at all. We will need additional capital in the future to replace the TARP funds, and to provide us with sufficient capital resources and liquidity to meet our

commitments and business needs. Our ability to raise additional capital will depend on, among other things, conditions in the capital markets at that time, which are outside of our control, and our financial performance. We cannot assure you that such capital will be available to us on acceptable terms or at all. Any occurrence that may limit our access to the capital markets may adversely affect our capital costs and our ability to raise capital and, in turn, our liquidity. An inability to raise additional capital on acceptable terms when needed could have a materially adverse effect on our businesses, financial condition and results of operations.

 

Market developments may adversely affect our industry, business and results of operations. Significant declines in the housing market, with falling home prices and increasing foreclosures and unemployment, resulted in significant write-downs of asset values by many financial institutions, including government-sponsored entities and major commercial and investment banks. These write-downs, initially of mortgage-backed securities but spread to credit default swaps and other derivative securities, caused many financial institutions to seek additional capital, to merge with larger and stronger institutions and, in some cases, to fail. The Company has experienced significant challenges, its credit quality has deteriorated and its net income and results of operations have been adversely impacted. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced, and in some cases, ceased to provide funding to borrowers including other financial institutions. Although to date the Company and the Bank remain “well capitalized,” and have performed better than many of their peers, we are part of the financial system and a systemic lack of available credit, a lack of confidence in the financial sector, increased volatility in the financial markets and/or reduced business activity could materially adversely affect our business, financial condition and results of operations.

 

The limitations on incentive compensation contained in the ARRA and subsequent regulations may adversely affect our ability to retain our highest performing employees. In the case of a company such as the Company that received TARP funds, the ARRA, and subsequent regulations issued by Treasury, contain restrictions on bonus and other incentive compensation payable to the company's senior executive officers. As a consequence, we may be unable to create a compensation structure that permits us to retain our highest performing employees and attract new employees of a high caliber. If this were to occur, our businesses and results of operations could be adversely affected.

 

The Company is subject to extensive governmental regulation, which could have an adverse impact on our operations. The banking industry is extensively regulated and supervised under both federal and state law. Current and future legislation and the policies established by federal and state regulatory authorities will affect the Company's operations. The Company is subject to supervision and periodic examination by the Federal Reserve and the NCCOB. The Bank, as a state chartered non-member commercial bank, receives regulatory scrutiny from the FDIC and the NCCOB. Banking regulations, designed primarily for the protection of depositors, may limit our growth and the return to you as an investor in the Company, by restricting the Company’s activities, such as:

 

•	The payment of dividends to shareholders;

•	Possible transactions with or acquisitions by other institutions;

•	Desired investments;

•	Loans and interest rates;

•	The level of its allowance for loan losses;

•	Higher capital requirements;

•	Interest rates paid on deposits;

•	The possible expansion of branch offices; and

•	The ability to provide other services.

 

The Company cannot predict what changes, if any, will be made to existing federal and state legislation and regulations or the effect that such changes may have on its business. Compliance with such legislation and regulation may increase our costs and limit our ability to pursue business opportunities. In addition, participation in additional programs may subject us to additional restrictions. We cannot assure you that such modifications or new laws will not adversely affect our business and results of operations.

 

Our regulatory position is discussed in greater detail under Item 1. “Business-Supervision and Regulation” of this Annual Report on Form 10-K.

 

The Company relies on dividends from the Bank for most of its revenue. The Company is a separate and distinct legal entity from the Bank. It receives substantially all of its revenue from dividends received from the Bank. These dividends are the principal source of funds to pay dividends on the Company's common and preferred stock. Currently the regulators have restricted the Bank from paying dividends to the Company without prior approval by the FDIC, NCCOB and the FRB, as is discussed in greater detail under Item 1. “Business-Supervision and Regulation” of this Annual Report on Form 10-K. Notwithstanding the current MOUs, various federal and/or state laws, regulations, and agreements, limit the amount of dividends that the Bank may pay to the Company. In the event the Bank is unable to pay dividends to the Company, the Company may not be able to service debt, pay obligations, or pay dividends on the Company's common and preferred stock. The inability to receive dividends from the Bank could have a material adverse effect on the Company's business, financial condition and results of operations. See Item 1 “Business - Supervision and Regulation.”

 

The Bank may have higher loan losses than the Bank's allowance for loan losses. The Bank maintains an allowance for loan losses ("ALLL"), which is a reserve established through a provision for loan losses charged to expense that represents management's best estimate of inherent risks of loss, as well as probable losses that will be incurred within the existing portfolio of loans. The level of the ALLL reflects management's continuing evaluation of industry concentrations; specific loan risks; credit loss experience; current loan portfolio quality; present economic, political and regulatory conditions; and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the ALLL inherently involves a high degree of subjectivity and requires management to make significant estimates of current loan risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of the Bank's control, may require an increase in the ALLL. Repayment of commercial loans is generally considered more subject to market risk than residential mortgage loans. Bank regulatory agencies periodically review the Bank's ALLL and may require an increase in the provision for loan losses or the recognition of further loan charge-offs,

based on judgments different than those of management. In addition, if charge-offs in future periods exceed the ALLL, the Bank will need additional provisions to increase the ALLL. Any increases in the ALLL will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on the Company's financial condition and results of operations. See "Provision and Allowance for Loan Losses" in the accompanying Management's Discussion and Analysis of Financial Condition and Results of Operations for further discussion related to the Bank's process for determining the appropriate level of the ALLL.

 

Our commercial real estate and faith-based non-profit lending may expose us to a greater risk of loss and hurt our earnings and profitability. Our business strategy includes making loans secured by commercial and faith-based non-profit real estate. These types of loans generally have higher risk-adjusted returns and shorter maturities than traditional one-to-four family residential mortgage loans. At December 31, 2015, our commercial real estate loans totaled $44.0 million, which represented 26.72% of total loans, and our faith-based non-profit real estate totaled $85.5 million, which represented 51.84% of total loans. These two categories of loans may increase our credit risk profile relative to other financial institutions that have higher concentrations of one-to-four family residential mortgage loans. Further, loans secured by commercial real estate properties are generally for larger amounts and involve a greater degree of risk than one-to-four family residential mortgage loans. Payments on loans secured by commercial real estate properties are often dependent on the income produced by the underlying properties, which in turn, depends on the successful operation and management of the properties. Accordingly, repayment of these loans is subject to adverse conditions in the real estate market or the local economy. For faith-based and non-profit institutions, payments on loans are largely dependent on voluntary contributions, which may be adversely affected during high unemployment periods, such as the economic conditions that followed late 2008. During an economic slowdown, these loans could present higher risk, could result in an increase in our total net charge-offs and could require us to increase our allowance for loan losses, which could have a material adverse effect on our financial condition or results of operations.

 

Our faith-based and non-profit lending may expose us to a greater risk of loss and adversely impact our earnings and profitability. Our niche market is faith-based and non-profit lending. This specialization has historically experienced minimal losses, however, when unemployment is high, individuals may be unable to donate to support the missions of these organizations. In addition, many of the real estate secured properties are deemed to be special purpose structures that may not be conducive to other types of commercial activities in the event of foreclosure or sale. At December 31, 2015, our loans to faith-based and non-profit entities totaled $85.5 million, which totaled 51.84% of total loans. Such loans increase our credit risk profile relative to other financial institutions that have higher concentrations of one-to-four family residential loans.

 

Charge-offs may increase in all categories of lending, which may increase our earnings and profitability. Charge-offs reduce the ALLL and impact the quantitative factors in the estimated losses inherent in the loan portfolio. An additional provision for loan losses may be required because of any charge-offs. For the year ended December 31, 2015, we had net charge-offs of $5 thousand. While we seek to minimize loan loss risks in a variety of ways, there can be no assurance that these measures will protect against credit-related losses.

 

The Company's growth strategy may not be successful. As a strategy, the Company seeks to increase the size of its franchise by pursuing business development opportunities, which include expanding deposit relationships, lending activity, and possible strategic expansion and/or acquisitions in new or existing markets. The Company can provide no assurance that it will be successful in increasing the volume of the Company's loans and deposits at acceptable risk levels and upon acceptable terms, or in expanding its asset base while managing the costs and implementation risks associated with this growth strategy. There can be no assurance that any expansion will be profitable or that the Company will be able to sustain its growth, either through internal growth or through successful expansions of its banking markets, that regulatory approval would be forthcoming for such growth, or that the Company will be able to maintain capital sufficient to support its continued growth.

 

The Bank is subject to interest rate risk. The Bank's earnings and cash flows are largely dependent upon its net interest income. Net interest income is the difference between interest income earned on interest-earning assets such as loans and investment securities, and interest expense paid on interest-bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond the Bank's control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence not only the interest the Bank receives on loans and investment securities and the amount of interest it pays on deposits and borrowings, but such changes could affect (i) the Bank's ability to originate loans and obtain deposits, (ii) the fair value of the Bank's financial assets and liabilities, and (iii) the average duration of certain of the Bank's interest-rate sensitive assets and liabilities. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, the Bank's net interest income and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. In addition, there are costs associated with the Bank's risk management techniques, and these costs could be material. Fluctuations in interest rates are not predictable or controllable by management; therefore, there can be no assurances of the Bank's ability to continue to maintain a consistent, positive spread between the interest earned on the Bank's earning assets and the interest paid on the Bank's interest-bearing liabilities. See "Asset/Liability Management” in the accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations located elsewhere in this report for further discussion related to the Company's management of interest rate risk.

 

If the Bank loses key employees with significant business contacts in its market areas, its business may suffer. The Bank's success is largely dependent on the personal contacts of our officers and employees in our market areas. If the Bank loses key employees temporarily or permanently, this could have a material adverse effect on the business. The Bank could be particularly hurt if its key employees go to work for competitors. The Bank's future success depends on the continued contributions of its existing senior management personnel, many of whom have significant local experience and contacts in its market areas.

 

The Bank's operating results and financial condition would likely suffer if there is a deterioration in the general economic condition of the areas in which it does business. Unlike larger national or other regional banks that are more geographically diversified, the Bank primarily provides services to customers located in the Raleigh, Durham, Winston-Salem, Greensboro, and Charlotte areas of NC. Because the Bank's lending and deposit-gathering activities are concentrated in these markets, the Bank is affected by the business activity, population, income levels, deposits and real estate activity in these markets. Adverse developments in local industries have had and could continue to have a negative effect on the Bank's financial condition and results of operations. Even though the Bank's customers' business and financial interests may extend well beyond

these market areas, adverse economic conditions that affect these market areas could reduce the Bank's growth rate, affect the ability of the Bank's customers to repay their loans and generally affect the Bank's financial condition and results of operations. A decline in general economic conditions in the Bank's market areas, or the entire country, caused by inflation, recession, unemployment or other factors which are beyond the Bank's control, would also impact these local economic conditions and could have an adverse effect on its financial condition and results of operations.

 

The Bank is subject to security and operational risks related to the technology it uses that could result in a loss of customers, increased costs and other damages, which could be material. The Bank depends on data processing, software, and communication and information exchange on a variety of platforms, networks and over the internet. Despite safeguards, the Bank cannot be certain that all of its systems are entirely free from vulnerability to attack or other technological difficulties or failures. Any failure, interruptions, or breach of security of these systems could result in failures or disruptions in its customer relationships, general ledger, deposits and loan servicing or origination systems. The occurrence of any such failures or difficulties could result in a loss of customer business, damage the Bank's reputation, subject the Bank to additional regulatory scrutiny, or expose the Bank to civil litigation and possible financial liability, any of which could have a material adverse effect on its results of operations and financial condition.

 

The Bank is exposed to risks in connection with the loans it makes. A significant source of risk for the Bank arises from the possibility that losses will be sustained by the Bank because borrowers, guarantors and related parties may fail to perform in accordance with the contractual terms of their loans. The Bank has underwriting and credit monitoring procedures and credit policies, including the establishment and review of the ALLL, that it believes are appropriate to minimize this risk by assessing the likelihood of nonperformance, tracking loan performance and diversifying its loan portfolio. Such policies and procedures, however, may not prevent unexpected losses that could adversely affect the Bank's results of operations.

 

The Bank is subject to environmental liability risk associated with lending activities. A significant portion of the Bank’s loan portfolio is secured by real property. During the ordinary course of business, the Bank may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Bank may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Bank to incur substantial expenses and may materially reduce the affected property's value or limit the Bank's ability to use or sell the affected property. In addition, future laws or more stringent interpretations of enforcement policies with respect to existing laws may increase the Bank's exposure to environmental liability. Although the Bank has policies and procedures to perform an environmental review before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on its financial condition and results of operations.

 

The Company has issued preferred stock, which ranks senior to our common stock. The Company has issued 11,735 shares of Series B Preferred Stock. This Series B Preferred Stock ranks senior to shares of our common stock. As a result, the Company must make dividend payments on the preferred stock before any dividends may be paid on the common stock and, in the event of our bankruptcy, dissolution or liquidation, the holders of the preferred stock must be satisfied before any distributions can be made on the common stock. If the Company does not remain current in the payment of dividends on the Series B Preferred Stock, no dividends may be paid on the common stock.

 

Our preferred stock reduces net income available to holders of our common stock and earnings per common share. The dividends declared on our preferred stock reduce any net income available to holders of common stock and our earnings per common share. The preferred stock will receive preferential treatment in the event of sale, merger, liquidation, dissolution or winding up of our company.

 

Negative publicity could damage our reputation. Reputation risk, or the risk to our earnings and capital from negative public opinion, is inherent in our business. Negative public opinion could adversely affect our ability to keep and attract customers, and expose us to adverse legal and regulatory consequences. Negative public opinion could result from our actual or alleged conduct in any number of activities, including lending practices; corporate governance; regulatory compliance; mergers and acquisitions; disclosure, sharing or inadequate protection of customer information; and from actions taken by government regulators and community organizations in response to that conduct.

 

Financial services companies depend on the accuracy and completeness of information about customers and counterparties. In deciding whether to extend credit or enter into other transactions, we may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports, and other financial information. We may rely on representations of those customers, counterparties, or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports, or other financial information could cause us to enter into unfavorable transactions, which could have a material adverse effect on our financial condition and results of operations.

 

Liquidity risk could impair our ability to fund operations and jeopardize our financial condition, results of operations and cash flows. Liquidity is essential to our business. Our ability to implement our business strategy will depend on our ability to obtain funding for loan originations, working capital and other general corporate purposes. An inability to raise funds through deposits, borrowings, securities sold under repurchase agreements, the sale of loans and other sources could have a substantial negative effect on our liquidity. We do not anticipate that our retail and commercial deposits will be sufficient to meet our funding needs in the foreseeable future. We therefore rely on Certificate of Deposit Account Registry Service ("CDARS") reciprocal deposits, or may use other sources such as FHLB advances or other wholesale funding sources to obtain the funds necessary to implement our growth strategy.

 

Our access to funding sources in amounts adequate to finance our activities or on terms which are acceptable to us could be impaired by factors that affect us, specifically, the financial services industry, or the economy in general, including a decrease in the level of our business activity as a result of a downturn in the markets in which our loans are concentrated or adverse regulatory action against us. Our ability to borrow could be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry in light of the recent turmoil faced by banking organizations and a deterioration in credit markets. To the extent we are not successful in obtaining such funding, we will be unable to implement our strategy as planned which could have a material adverse effect on our

financial condition, results of operations and cash flows.

 

Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and condition. Our accounting policies are fundamental to understanding our financial results and condition. Some of these policies require use of estimates and assumptions that may affect the value of our assets or liabilities and financial results. Some of our accounting policies are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain, and because it is likely that materially different amounts would be reported under different conditions or using different assumptions.

 

From time to time the Financial Accounting Standards Board (the “FASB”) and the SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of our external financial statements. These changes are beyond our control, can be hard to predict and could materially impact how we report our results of operations and financial condition. We could be required to apply a new or revised standard retroactively, resulting in our restating prior period financial statements in material amounts.

 

Technological advances impact the Bank’s business. The banking industry continues to undergo technological changes with frequent introductions of new technology-driven products and services. In addition to improving customer services, the effective use of technology increases efficiency and enables financial institutions to reduce costs. The Bank’s future success will depend, in part, on our ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands for convenience as well as to create additional efficiencies in operations. Many competitors have substantially greater resources to invest in technological improvements. The Bank may not be able to effectively implement new technology-driven products and services or successfully market such products and services to its customers.

 

Our stock price can be volatile. Stock price volatility may make it more difficult for you to resell your common stock when you want and at prices you find attractive. Our stock price can fluctuate significantly in response to a variety of factors including, among other things:

 

•

Actual or anticipated variations in quarterly results of operations;

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Operating results and stock price performance of other companies that investors deem comparable to us;

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News reports relating to trends, concerns, and other issues in the financial services industry;

•

Perceptions in the marketplace regarding us and/or our competitors;

•

New technology used or services offered by competitors;

•

Significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors;

•

Changes in government regulations; and

•

General market fluctuations, industry factors, and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes, or credit loss trends, could cause our stock price to decrease regardless of operating results.

 

Unpredictable catastrophic events could have a material adverse effect on the Company. The occurrence of catastrophic events such as hurricanes, tropical storms, earthquakes, pandemic disease, windstorms, floods, severe winter weather (including snow, freezing water, ice storms and blizzards), fires, and other catastrophes could adversely affect the Company's consolidated financial condition or results of operations. Unpredictable natural and other disasters could have an adverse effect on the Bank in that such events could materially disrupt our operations or the ability or willingness of our customers to access the financial services offered by the Bank. The incidence and severity of catastrophes are inherently unpredictable. Although the Bank carries insurance to mitigate its exposure to certain catastrophic events, these events could nevertheless reduce the Company's earnings, cause volatility in our financial results for any fiscal quarter or year, and have a material adverse effect on the Company's financial condition and/or results of operations.

 

The Company's trading volume is low compared with larger national and regional banks. The Company's common stock is quoted on the Over The Counter Bulletin Board. The trading volume of the Company's common stock is very low when compared with more seasoned companies listed on the NASDAQ, the NYSE, other consolidated reporting systems, or stock exchanges. Thus, the market in the Company's common stock is limited in scope relative to other larger companies. In addition, the Company cannot say with any certainty that a more active and liquid trading market for its common stock will develop.

 

There may be future sales of additional common stock or preferred stock or other dilution of our equity, which may adversely affect the market price of our common stock. We are not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any substantially similar securities. The market value of our common stock could decline as a result of sales by us of a large number of shares of common stock or preferred stock or similar securities in the market or the perception that such sales could occur.

 

The Company's common stock is not FDIC insured. The Company's common stock is not a savings or deposit account or other obligation of any bank, is not insured by the FDIC or any other governmental agency, and is subject to investment risk, including the possible loss of principal. Investment in the Company's common stock is inherently risky for the reasons described in this “Risk Factors” section and elsewhere in this report and is subject to the same market forces that affect the price of common stock in any other company. As a result, holders of the Company's common stock may lose some or all of their investment.

 

The Bank has credit risks with some of its deposits. The Bank holds deposits that may exceed the FDIC federally insured balance at certain financial institutions. The Bank may lose all uninsured balances if one of the correspondent banks fails without warning.

 

Consumer protection initiatives related to the foreclosure process could affect our remedies as a creditor. Consumer protection initiatives related to the foreclosure process, including voluntary and/or mandatory programs intended to permit or require lenders to consider loan modifications or other alternatives to foreclosure, could increase our loan losses or increase our expense in pursuing our remedies as a creditor.

 

ITEM 2. PROPERTIES

 

The Company conducted its business from its corporate office in Durham, NC, and its seven branch offices in Durham, Raleigh, Charlotte, Greensboro and Winston-Salem, NC.

 

The following table sets forth certain information regarding the Bank's properties as of December 31, 2015. Rent expense incurred by the Bank under ongoing leases totaled approximately $50 thousand for the years ended December 31, 2015 and 2014.

 

Address	Services	Owned	Leased
2634 Durham Chapel Hill Blvd	Corporate Offices	ü
Durham, NC
116 West Parrish Street	Branch		ü
Durham, NC
2705 Durham Chapel Hill Blvd	Branch/ ATM	ü
Durham, NC
13 East Hargett Street	Branch/ ATM	ü
Raleigh, NC
1824 Rock Quarry Road	Branch/ ATM		ü
Raleigh, NC
101 Beatties Ford Road	Branch	ü
Charlotte, NC
770 Martin Luther King Drive	Branch/ ATM	ü
Winston Salem, NC
100 South Murrow Blvd	Branch/ ATM	ü
Greensboro, NC

 

Management considers all of these properties to be in good condition and adequately covered by insurance. Additional information about the Company's property is set forth in Notes 7 and 9 to the Consolidated Financial Statements.

 

ITEM 3. LEGAL PROCEEDINGS

 

In the ordinary course of operations, the Company and the Bank are often involved in legal proceedings. In the opinion of management, neither the Company nor the Bank is a party to, nor is their property the subject of, any material pending legal proceedings, other than ordinary routine litigation incidental to their business, nor has any such proceeding been terminated during the fourth quarter of the Company's fiscal year ended December 31, 2015.

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY

 

The Company's common stock is quoted on the OTC Pink Sheet under the symbol "MFBP".

 

As of March 16, 2016, there were 2,031,337 shares of the Company's common stock outstanding, held by approximately 990 stockholders of record (not including persons or entities whose stock is held in nominee or 'street' name through various brokerage firms or banks). The following table shows the high and low sale price of the Company's common stock for the previous eight quarters, as well as the per share amount of cash dividends declared during the same periods. These quotations reflect inter-dealer prices, without retail mark up, mark down or commission and may not represent actual transactions. No stock dividend was declared or paid during any of the fiscal quarters listed.

 

2015 Price Range		Quarter 1				Quarter 2				Quarter 3				Quarter 4
High		$	5.01			$	5.04			$	5.10			$	3.80
Low			4.35				3.00				3.60				3.00
Cash dividends			—				—				—				—

 

2014 Price Range		Quarter 1				Quarter 2				Quarter 3				Quarter 4
High		$	4.00			$	5.36			$	5.37			$	5.30
Low			2.95				3.70				4.52				4.44
Cash dividends			—				—				—				0.063

 

Dividends. See "Item 1. Business - Supervision and Regulation - Dividend and Repurchase Limitations" above for regulatory and TARP restrictions, which limit the ability of the Company to pay dividends. During 2015, the Company did not pay any dividends to its common stockholders. In 2014, the Company paid an annual dividend of $0.063 per share to its common stockholders.

 

Rights Agreement. On September 23, 2014, the Board of Directors declared a dividend of one preferred share purchase right for each outstanding share of the Company’s common stock, to purchase from the Company one one-hundredth of a share of Series C Junior Participating Preferred Stock, par value $0.01 per share, of the Company at a price of $10.00 per one one-hundredth of a share of preferred stock, subject to adjustment as provided in the associated rights agreement. The description and terms of the preferred share purchase rights are set forth in a rights agreement, dated as of September 23, 2014, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent.

 

Dividend Policy. The Company's stockholders are entitled to receive such dividends or distributions as declared from time to time by the Board of Directors. During 2015, the Company did not declare any dividends to its common stockholders. As a consequence of the TARP restrictions discussed in “Item 1 Dividend and Repurchase Limitations”, the Company may not pay further dividends to its common stockholders until such time as the Series B Preferred Stock has been redeemed.

 

Recent Sales of Unregistered Securities. The Company did not sell any securities within the last three fiscal years that were not registered under the Securities Act of 1933, as amended.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers. The Company did not repurchase any shares of its common stock in 2015.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not applicable to smaller reporting companies.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

INTRODUCTION

 

The following discussion and analysis is intended to aid the reader in understanding and evaluating the Company’s consolidated results of operations and financial condition. This discussion is designed to provide more comprehensive information about the major components of the Company’s results of operations, financial condition, liquidity, and capital resources than may be obtained from reading the financial statements alone. This discussion should be read in conjunction with, and is qualified in its entirety by reference to, the Company’s Consolidated Financial Statements, including the related notes thereto presented under Item I in this Annual Report on Form 10-K. This discussion contains certain forward-looking statements about the Company's financial condition and results of operations, which are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. See also "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" which begin on pages 1 and 10, respectively. All information presented is consolidated data unless otherwise specified.

 

OVERVIEW

 

The Bank is a full-service NC state-chartered bank conducting business in the five largest urban areas of NC: Raleigh, the State's capitol, Durham, Winston-Salem, Greensboro, and Charlotte. In 2007, the Bank celebrated the 100th anniversary of its founding in 1907, and the opening of its first branch in 1908 on Parrish Street in Durham, where the Bank continues to operate a branch. In 1999, the Company was created as a bank holding company. As of December 31, 2014, the Company conducted no business other than providing services and assistance to the Bank, its wholly owned subsidiary.

 

The Bank's business consists principally of attracting deposits from the general public and investing these funds in loans secured by commercial and faith-based non-profit real estate, secured and unsecured commercial, faith-based non-profit, and consumer loans, single-family residential mortgage loans, and home equity lines. As a community bank, the Bank's profitability depends primarily upon its levels of net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities. When earnings from interest-earning assets approximate or exceed expenses for interest-bearing liabilities, any positive interest rate spread will generate net interest income. The Bank's profitability is affected by its provision for loan losses, noninterest income, and other operating expenses. Noninterest income primarily consists of service charges, ATM fees, rental income, and the increase in cash surrender value of bank-owned life insurance. Operating expenses primarily consist of compensation and benefits, occupancy related expenses, marketing, data processing, professional fees, telecommunication, FDIC insurance expense, expenses related to foreclosed properties from defaulted loans, and other non-interest expenses.

 

The Bank's operations are influenced significantly by local economic conditions and by policies of bank regulatory authorities. The Bank's costs of funds are influenced by interest rates on deposits and borrowing rates offered by competing financial institutions in our market area, as well as general market interest rates. Lending activities are affected by the demand for financing, which in turn is affected by the prevailing interest rates, as well as the borrower's credit and risk profiles established under the Bank's lending policies.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The following discussion and analysis of the Company’s financial condition and results of operations are based on the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires the Company to make estimates and judgments regarding uncertainties that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to the allowance for loan losses, investment values, income taxes, contingencies, and

litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. However, because future events and their effects cannot be determined with certainty, actual results may differ from these estimates under different assumptions or conditions, and the Company may be exposed to gains or losses that could be material.

 

The Company's significant accounting policies are discussed below and in Item 8. Financial Statements and Supplementary Data--Notes to Consolidated Financial Statements--Note 1. Significant Accounting Policies. Management believes that the following accounting policies are the most critical to aid in fully understanding and evaluating the Company's reported financial results, and these policies require management's most difficult, subjective, or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting policies and related disclosures with the Audit Committee of the Board of Directors.

 

•

Allowance for Loan Losses – The Company records an estimated allowance for loan losses ("ALLL") based on known problem loans and estimated risks inherent within the existing loan portfolio. The allowance calculation takes into account historical loss trends, and current market and economic conditions. If economic conditions were to decline significantly or the financial condition of the Company’s customers were to deteriorate further, resulting in an impairment of their ability to make payments, additional increases to the allowance may be required.

 

•

Non-Accrual Interest – When a loan or lease is placed on non-accrual status, regardless of class, the accrued and unpaid interest receivable is reversed and the loan or lease is accounted for on the cash or cost recovery method until qualifying for return to accrual status. All payments received on non-accrual loans and leases are applied against the principal balance of the loan or lease. Loans may be returned to accrual status when all principal and interest amounts contractually due (including any arrearages) are reasonably assured of repayment within a reasonable period, the borrower has demonstrated payment performance for a minimum of six months in accordance with the original or revised contractual terms of the loan, and when doubt about repayment is resolved.

 

•

Loans Modified in a Troubled Debt Restructuring ("TDR") – Loans are considered to have been modified as a TDR when the Company makes certain concessions to a borrower experiencing financial difficulty. Concessions to the borrower at modification may include interest rate reductions, principal or interest forgiveness, forbearance (from further collection actions such as initiating foreclosure), and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. Generally, a non-accrual loan that has been modified in a TDR remains on non-accrual status for a period of six months to demonstrate that the borrower is able to meet the terms of the modified loan. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. In response to the extended economic downturn, management has elected to offer concessions to certain borrowers with identified financial weaknesses, even if the borrowers have continued making scheduled payments, working with the borrowers to enable them to continue meeting their obligations to repay the debt to the Company.

 

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Investments – The Company records an investment impairment charge when it believes an investment has experienced a decline in value that is other than temporary. Future adverse changes in market conditions and associated market values of investments could result in losses or an inability to recover the carrying value of the investments that may not be reflected in an investment’s current carrying value, thereby possibly requiring an impairment charge in the future.

 

•

Deferred Taxes – The Company assesses the need to record a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company considers anticipated future taxable income and ongoing prudent and feasible tax planning strategies in determining the need for the valuation allowance which, at this time, it deems not to be necessary. In the event the Company were to determine that it would not be able to realize all or part of its net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.

 

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Other Real Estate Owned (“OREO”) – OREO represent properties acquired through foreclosure or physical possession. Write-downs to fair value of foreclosed assets at the time of transfer are charged to allowance for loan losses. Subsequent to foreclosure, the Company periodically evaluates the value of foreclosed assets held for sale and records an impairment charge for any subsequent declines in fair value less selling costs. Subsequent declines in value are charged to operations. Fair value is based on an assessment of information available at the end of a reporting period and depends upon a number of factors, including historical experience, economic conditions, and issues specific to individual properties. The evaluation of these factors involves subjective estimates and judgments that may change.

 

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Fair Value Estimates – Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date. The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted market prices or observable market inputs. For financial instruments, that are traded actively and have quoted market prices or observable market inputs, there is minimal subjectivity involved in measuring fair value. However, when quoted market prices or observable market inputs are not fully available, significant management judgment may be necessary to estimate fair value. In developing our fair value measurements, we maximize the use of observable inputs and minimize the use of unobservable inputs.

 

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Fair Value Hierarchy - The fair value hierarchy defines Level 1 and 2 valuations as those that are based on quoted prices for identical instruments traded in active markets and quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 3 valuations are based on model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates or assumptions that we believe market participants would use in pricing the asset or liability. Financial assets that are recorded at fair value on a recurring basis include available-for-sale investment securities, mortgage servicing rights, and investments related to deferred compensation arrangements.

 

RESULTS OF OPERATIONS

 

Year ended December 31, 2015 compared with year ended December 31, 2014

General. We had net income of $0.3 million and $1.0 million for the years ended December 31, 2015 and 2014, respectively. Net income available to common stockholders was $0.1 million, or $0.05 per diluted share, for 2015 compared to $0.8 million, or $0.40 per diluted share, for 2014. Net income available to common stockholders represents net income less preferred stock dividends and related discount accretion. The decrease in net income in 2015 was primarily due to a $0.7 million reduction in interest income, a $0.5 million realized gains on sales of repossessed assets in 2014 compared to none in 2015, and a $0.4 million in Bank Enterprise Award (“BEA”) in 2014 compared to none in 2015.

 

Net Interest Income. Net interest income, the difference between total interest income from loans and investments, and total interest expenses from deposits and borrowings, is the Company’s principal source of earnings. The amount of net interest income is determined by the volume of interest- earning assets, the level of rates earned on those assets, and the volume and cost of underlying funding from deposits and borrowings. Net interest income before the provision for loan losses decreased $0.7 million, or 6.53%, from $10.6 million for the year ended December 31, 2014 to $9.9 million for the year ended December 31, 2015. Net interest margin represents net interest income divided by average earning assets. Average earning assets for the year ended December 31, 2015 were $281.1 million compared to $282.6 million for the year ended December 31, 2014. On a federally tax-equivalent basis, net interest margin was 3.54% and 3.75% for the years ended December 31, 2015 and 2014, respectively. The yield on interest-earning assets was 3.80% and 3.99% for the years ended December 31, 2015 and 2014, respectively, reflecting a decrease of 19 basis points (“bps”). The interest rate on average interest-bearing liabilities for those same periods was 0.34% and 0.33%, respectively, reflecting a decrease of 1 bp due to the ongoing low interest rate environment. Net interest spread is the difference between rates earned on interest-earning assets and the interest paid on deposits and borrowed funds. The net interest spread decreased 20 bps from 3.66% for the year ended December 31, 2014 to 3.46% for the year ended December 31, 2015. The decrease was primarily attributable to the 20 bps reduction in yield on earning assets.

 

Interest income decreased 5.96% for the year ended December 31, 2015 to $10.6 million from $11.3 million for the year ended December 31, 2014. The average balance of outstanding loans, which yielded 5.22% for the year ended December 31, 2015 and 5.35% for the year ended December 31, 2014, decreased to $173.7 million for the year ended December 31, 2015 from $185.2 million for the year ended December 31, 2014. The average balance of investment securities increased $5.9 million to $74.6 million for the year ended December 31, 2015 from $68.7 million for the year ended December 31, 2014. The tax-equivalent yield on investment securities increased to 1.95% for the year ended December 31, 2015 from 1.89% for the year ended December 31, 2014. The average balance of interest-bearing time deposits increased to $4.5 million for the year ended December 31, 2015 from $0.8 million for the year ended December 31, 2014 with average yields of 1.83% and 1.94%, respectively. The average balances of federal funds and other short-term investments increased by $0.4 million to $28.4 million for the year ended December 31, 2015 from $28.0 million for the year ended December 31, 2014. The average yield in this category remained unchanged at 0.24% for the years ended December 31, 2015 and 2014. The average yield on earning assets dropped to 3.80% during 2015 from $3.99% for 2014. The decrease in higher yielding loans due to loan runoff and issuance of new loans at lower market rates accounted for the largest impact of the 19 bps decrease in yield on earning assets.

 

Interest expense decreased $18 thousand for the year ended December 31, 2015 to $0.7 million, compared to $0.7 million for the year ended December 31, 2014. Average total interest-bearing deposits, including savings, interest-bearing demand deposits and time deposits, decreased to $210.4 million during 2015 from $211.2 million during 2014. The average rate paid on interest-bearing deposits increased slightly to 34 bps for the year ended December 31, 2015 from 33 bps for the year ended December 31, 2014.

 

The average rate on borrowings increased to 0.92% for the year ended December 31, 2015 from 0.65% or the year ended December 31, 2014. The average borrowings outstanding decreased by $54 thousand to $0.9 million during 2015 from $0.9 million for the year ended December 31, 2014. The interest expense on borrowed funds increased to $8 thousand for the year ended December 31, 2015 from $6 thousand for the year ended December 31, 2014 primarily due to the Bank entering into new lease obligations at higher rates for new equipment leases.

 

The following table, Average Balances, Interest Earned or Paid, and Interest Yields/Rates reflects the Company’s effective yield on earning assets and cost of funds. Yields and costs are computed by dividing income or expense for the year by the respective daily average asset or liability balance. Changes in net interest income from year to year can be explained in terms of fluctuations in volume and rate. In the table, the amount earned on nontaxable securities is reflected as actual, whereas the rate on nontaxable securities is stated at the tax equivalent rate.

Average Balances, Interest Earned or Paid, and Interest Yields/Rates
For the Years Ended December 31, 2015 and 2014
(Dollars in thousands)		2015												2014
		Average Balance				Amount Earned/Paid				Average Rate				Average Balance				Amount Earned/Paid				Average Rate
Assets
Loans receivable (1):		$	173,725			$	9,064				5.22	%		$	185,169			$	9,913				5.35	%
Taxable securities			70,602				1,297				1.84				68,041				1,268				1.86
Nontaxable securities(2)			3,969				101				3.86				616				23				5.66
Interest-bearing time deposits			4,470				82				1.83				774				15				1.94
Federal funds sold and short-term investments			28,378				69				0.24				28,023				67				0.24
Total interest earning assets			281,144				10,613				3.80	%			282,623				11,286				3.99	%
Cash and due from banks			2,386												2,677
Other assets			20,763												19,560
Allowance for loan losses			(3,439	)											(3,463	)
Total assets		$	300,854											$	301,397
Liabilities and Equity
Savings deposits		$	56,799			$	60				0.11	%		$	53,891			$	63				0.12	%
Interest-bearing demand deposits			20,864				16				0.08				21,385				16				0.07
Time deposits			132,747				633				0.48				135,885				614				0.45
Total interest-bearing deposits			210,410				709				0.34				211,161				693				0.33
Borrowed funds			870				8				0.92				924				6				0.65
Total interest-bearing liabilities			211,280				717				0.34	%			212,085				699				0.33	%
Noninterest-bearing deposits			46,553												48,030
Other liabilities			6,500												4,455
Total liabilities			264,333												264,570
Stockholders' equity			36,521												36,827
Total liabilities and stockholders' equity		$	300,854											$	301,397
Net interest income						$	9,896											$	10,587
Non-taxable securities							101												23
Tax equivalent adjustment (3)							52												12
Tax equivalent net interest income						$	9,948											$	10,599				`
Net interest spread (4)											3.46	%											3.66	%
Net interest margin (5)							3.54	%											3.75	%

 

(1) Loans receivable include nonaccrual loans for which accrual of interest income has not been recorded.

(2) The tax equivalent rate is computed using a federal marginal tax rate of 34.00% for 2015 and 2014.

(3) The tax equivalent rate is computed using a federal marginal tax rate of 34.00% for 2015 and 2014.

(4) Net interest spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(5) Net interest margin represents net interest income divided by average interest-earning assets.            

Average Balances, Interest Earned or Paid, and Interest Yields/Rates
For the Years Ended December 31, 2014 and 2013
(Dollars in thousands)		2014												2013
		Average Balance				Amount Earned/Paid				Average Rate				Average Balance				Amount Earned/Paid				Average Rate
Assets
Loans receivable (1):		$	185,169			$	9,913				5.35	%		$	179,712			$	10,276				5.72	%
Taxable securities			68,041				1,268				1.86				58,296				810				1.39
Nontaxable securities(2)			616				23				5.66				890				33				5.62
Interest-bearing time deposits			774				15				1.94				—				—				—
Federal funds sold and other interest on short-term investments			28,023				67				0.24				32,816				84				0.26
Total interest earning assets			282,623				11,286				3.99	%			271,714				11,203				4.13	%
Cash and due from banks			2,677												3,310
Other assets			19,560												21,120
Allowance for loan losses			(3,463	)											(3,354	)
Total assets		$	301,397											$	292,790
Liabilities and Equity
Savings deposits		$	53,891			$	63				0.12	%		$	51,178			$	78				0.15	%
Interest-bearing demand deposits			21,385				16				0.07				21,639				17				0.08
Time deposits			135,885				614				0.45				128,616				665				0.52
Total interest-bearing deposits			211,161				693				0.33				201,433				760				0.38
Borrowed funds			924				6				0.65				1,388				7				0.50
Total interest-bearing liabilities			212,085				699				0.33	%			202,821				767				0.38	%
Noninterest-bearing deposits			48,030												48,315
Other liabilities			4,455												5,796
Total liabilities			264,570												256,932
Stockholders' equity			36,827												35,858
Total liabilities and stockholders' equity		$	301,397											$	292,790
Net interest income						$	10,587											$	10,436
Non-taxable securities							23												33
Tax equivalent adjustment (3)							12												17
Tax equivalent net interest income						$	10,599											$	10,453
Net interest spread (4)											3.66	%											3.75	%
Net interest margin (5)							3.75	%											3.85	%

 

(1) Loans receivable include nonaccrual loans for which accrual of interest income has not been recorded.

(2) The tax equivalent rate is computed using a federal marginal tax rate of 34.00%

(3) The tax equivalent adjustment is computed using a  federal marginal tax rate of 34.00%.

(4) Net interest spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(5) Net interest margin represents net interest income divided by average interest-earning assets.            

 

The following table, Rate and Volume Variance Analysis, presents further information on those changes. For each category of interest-earning asset and interest-bearing liability, we have provided information on changes attributable to:

 

•

Changes in rates, which are changes in the average rate multiplied by the average volume for the previous period;

•

Changes in volume, which are changes in average volume multiplied by the average rate for the previous period; and

•

Total change, which is the sum of the previous columns.

 

		Rate and Volume Variance Analysis												Rate and Volume Variance Analysis
		For the Years Ended												For the Years Ended
		December 31, 2015 vs. 2014												December 31, 2014 vs. 2013
(Dollars in thousands)		Rate				Volume				Total (1)				Rate				Volume				Total (1)
Interest income:
Loans receivable (2)		$	(252	)		$	(597	)		$	(849	)		$	(655	)		$	292			$	(363	)
Taxable securities			(18	)			47				29				276				182				458
Nontaxable securities			(7	)			85				78				—				(10	)			(10	)
Interest-bearing time deposits			(1	)			68				67				—				15				15
Federal funds sold			1				1				2				(6	)			(11	)			(17	)
Total interest income			(277	)			(396	)			(673	)			(385	)			468				83
Interest expense:
Interest-bearing deposits			19				(3	)			16				(99	)			32				(67	)
Borrowed funds			2				0				2				2				(3	)			(1	)
Total interest expense			21				(3	)			18				(97	)			29				(68	)
Net interest income		$	(298	)		$	(393	)		$	(691	)		$	(288	)		$	439			$	151

 

(1) The changes in rates and volumes account for the total changes in interest income and interest expense.

(2) The interest income that would have been reflected on non-accruing loans is excluded from this analysis.

 

Provision for Loan Losses. Our provision for loan losses was none and $0.1 million in 2015 and 2014, respectively. The decrease in provision was partially attributable to a $10.2 million decrease in loans outstanding.

 

Noninterest Income. Noninterest income decreased by $0.8 million in the year ended December 31, 2015 over the same period in 2014, primarily due to realized gains on the sales of repossessed assets of $0.5 million and the receipt of a $0.4 million in BEA in 2014, with no corresponding BEA in 2015. While gains and/or losses on the disposal of repossessed assets are not uncommon, the amount realized in 2014 was significantly larger than historical amounts. The Company earned $20 thousand more in service charge revenue, which is primarily activity-based, and $20 thousand more in rental income, which is occupancy-based, during 2015 compared to 2014. Realized gains on securities increased $15 thousand over 2014 to $29 thousand. Net realized gains on the sales of securities were a result of repositioning the portfolio. Other noninterest income decreased by $0.4 million due to the receipt of $0.4 in BEA in 2014. The BEA is awarded by the U.S. Treasury Department, and reflects the Company’s support of economically distressed areas. Due to a decrease in loans from 2013 to 2014, the Bank did not qualify for a BEA during 2015.

 

Noninterest Expense. Noninterest expense represents the cost of operating the Company and the Bank. Management regularly monitors all categories of noninterest expense with the goal of improving productivity and operating performance. Noninterest expense decreased from $11.4 million for the year ended December 31, 2014 to $11.1 million for the year ended December 31, 2015. The largest reductions in noninterest expense were a $0.3 million decrease in other expenses, primarily loan related expenses, off-balance sheet provision and miscellaneous losses and decreased professional fees, primarily consultants, of $0.1 million, partially offset by an increase in other expense categories of $0.2 million.

 

Professional fees decreased $0.1 million to $0.6 million during the year ended December 31, 2015 compared to the year ended December 31, 2014, primarily as a result of decreased consultant fees.

 

OREO expenses totaled $0.5 and $0.3 million for the years ended December 31, 2015 and 2014, respectively. The increase was attributable to write-downs on foreclosed properties due to decreased valuations.

 

Other expenses decreased $0.3 million primarily related to a $0.1 million decrease in loan related expenses (primarily appraisal fees), a $0.1 million decrease in supplies expenses, a $45 thousand decrease in off-balance sheet provision for unfunded line and letters of credit and a $32 thousand decrease in miscellaneous losses.

 

Provision for Income Taxes. The Company recorded income tax expense of $0.1 million and $0.6 million for the years ended December 31, 2015 and 2014, respectively. The overall effective rate decreased from 34.52% for the year ended December 31, 2014 to 17.97% in the year ended December 31, 2015 primarily due to an increase in tax-exempt interest income in addition to a reduction in the North Carolina income tax rate. On July 23, 2013, North Carolina Governor Pat McCrory signed a major tax reform bill into law that lowered the North Carolina corporate income tax rate among other things. Specifically, the corporate income tax rate was reduced from 6.9% to 6% in 2014 and to 5% in 2015. The rate will be further reduced to 4% during the 2016 tax year and to 3% for post-2016 tax years provided that specified revenue growth targets are reached.

On July 28, 2015, McCrory announced the final revenue figures for the fiscal year ended on June 30, 2015 revealed that North Carolina had a $445 million revenue surplus.  Thus, the state met the necessary revenue target for fiscal year 2014-2015 to lower the corporate income tax rate from 5 percent to 4 percent

effective for tax years beginning on or after January 1, 2016.  As of December 31, 2015, the Company estimated that the rate reduction trigger would result in a $73 thousand reduction in deferred income taxes. The Company recorded the impact of this legislation as a reduction to the deferred income taxes during the period ended September 30, 2015 and deferred income taxes at December 31, 2015 reflect such reduction.

ASSET QUALITY

Allowances for Loan Losses ("ALLL") — The ALLL is management's estimate of losses inherent in the loan portfolio. The provision for loan losses is the amount charged against earnings to establish an adequate ALLL. Loan losses and recoveries are charged to or credited to the ALLL, rather than reported as a direct expense or recovery. The loan portfolio is segmented into three parts for the ALLL calculation: impaired commercial loans, smaller balance homogenous loans in the process of foreclosure, and TDRs (collectively referred to as "impaired loans"), and all other loans.

 

For all classes of commercial loans, a quarterly evaluation of individual borrowers is performed to identify impaired loans. The identification of specific borrowers for review is based on a review of non-accrual loans as well as those loans specifically identified by management as exhibiting above average levels of risk through the loan classification process. The ALLL attributed to impaired loans and TDRs considers all available evidence based on significant conditions or circumstances related to the specific credits. The specific allowance amounts are determined by a method prescribed by Accounting Standards Codification ("ASC") 310. The loans identified as impaired and TDRs are accounted for in accordance with one of three valuations: (i) the present value of future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price, or (iii) the fair value of the collateral, if the loan is collateral dependent, less estimated liquidation costs. Factors considered by management in determining impairment include payment status, collateral value, alternate use of special purpose real estate which could adversely impact resale, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. The significance of payment delays and payment shortfalls are considered on a loan-by-loan basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Interest payments made on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest income may be accrued or recognized on a cash basis.

 

Most consumer loans are evaluated for impairment on a collective basis, because these loans are for smaller balances and are homogeneous. Any loans, including commercial loans, not specifically identified as impaired or TDRs, are collectively evaluated by loan type, applying two factors: the quantitative loss history by loan type for the relevant look back period compared to average loans outstanding for the same period (the "quantitative factor"), and a qualitative factor that is comprised of quantitatively-driven calculations based on historical data, and subjective factors (the "qualitative factors"). The quantitative portion of the ALLL is adjusted for qualitative factors to account for model imprecision and to incorporate the range of probable outcome inherent in the estimates used for the allowance.

 

The quantitative factor by loan type is applied against the unimpaired loan balances and smaller-balance homogenous impaired loans not in the process of foreclosure for which there is no specific reserve to determine the quantitative reserve. The qualitative factors, including (i) policy underwriting, charge-off and collection, (ii) national and local economic conditions, (iii) nature and volume of the portfolio, (iv) experience, ability, and depth of lending team, (v) trends of past due, classified loans, and restructurings, (vi) quality of loan review and board oversight, (vii) existence, levels, and effect of loan concentrations and (viii) effects of external factors such as competition and regulatory oversight, are adjusted quarterly based on historical information for any quantifiable factors and qualitative judgments for subjective factors (those considered subjective are policy, underwriting, experience, ability and depth of lending team, quality of loan review and board oversight, and effects of external factors), and applied in total to each loan balance by loan type. The Company continues to enhance its modeling of the portfolio and underlying risk factors through quarterly analytical reviews with the goal of ensuring it captures all pertinent factors contributing to risk of loss inherent in the loan portfolio. Under ASC 310, the non-homogenous impaired loans, homogenous small balance real estate secured loans in process of foreclosure for which the value is less than the loan principal balance, and TDRs, are reviewed individually for impairment.

 

The process of assessing the adequacy of the ALLL is inherently subjective. Further, and particularly in terms of economic downturns, it is reasonably possible that future credit losses may exceed historical loss levels and may also exceed management’s current estimates of incurred credit losses inherent within the loan portfolio. As such, there can be no assurance that future loan charge-offs will not exceed management’s current estimate of what constitutes a reasonable allowance for loan losses.

 

The Company and the Bank are subject to periodic examination by their federal and state banking regulators, and may be required by their regulators to recognize additions to the allowance for loan losses based on their assessment of credit information available to them at the time of their examinations.

 

As of December 31, 2015 and December 31, 2014, the ALLL was $3.4 million, which represented approximately 2.08% and 1.96%, respectively, of loans outstanding, net of unearned income and deferred costs ("net loans outstanding"), on those respective dates. During the fourth quarter of 2015, management switched from a four-year look back period for measuring losses to a five-year look back period. The change in look back periods resulted in a $425 thousand increase in ALLL. We believe that having a longer look back period is a more conservative approach to estimating risks within the portfolio as it captures periods of increased economic uncertainty. Nonperforming assets, defined as non-accruing loans, loans 90 days or more past due and OREO, at December 31, 2015 were 4.94% of total assets compared to 4.03% at December 31, 2014. Nonperforming assets as a percentage of total loans as of December 31, 2015 were 4.94% compared to 6.86% at December 31, 2014. For the years ended December 31, 2015 and December 31, 2014, the provision for loan losses was none and $50 thousand, respectively.

 

Of non-accruing loans totaling $5.0 million at December 31, 2015, all of the outstanding balances were secured by real estate, which management believes mitigates the risk of loss. The recorded investment in TDRs in compliance with modified terms totaled $21.6 million or 88.57% of total TDRs at December 31, 2015. GAAP does not provide specific guidance on when a loan may be returned to accrual status. Federal banking regulators have provided guidance that interest on impaired loans, including TDRs, should only be recorded when there has been a sustained period of repayment performance, the loan is well secured, and the collection under any revised terms is assessed as probable. The Company evaluates impaired loans and TDR performance under the

applicable regulatory guidelines and returns loans to accruing after a sustained period of repayment performance.

 

Loans are generally placed on non-accrual status when the scheduled payments reach 90 days past due. Loans are charged-off, with Board of Directors’ approval, when the Chief Credit Officer and his staff determine that all reasonable means of collection of the outstanding balances, except foreclosure, have been exhausted. The Company continues its collection efforts subsequent to charge-off, which historically has resulted in some recoveries each year.

 

Loans outstanding as of the dates indicated were as follows:

 

(Dollars in thousands)		December 31, 2015				December 31, 2014				December 31, 2013				December 31, 2012				December 31, 2011
Commercial		$	7,540			$	7,253			$	12,344			$	3,282			$	7,688
Commercial real estate:
Construction			9,618				2,557				4,758				3,621				1,871
Owner occupied			18,941				18,013				22,186				18,377				20,352
Other			15,481				19,493				32,145				26,171				24,831
Faith-based non-profit:
Construction			4,800				6,156				—				2,344				2,287
Owner occupied			78,228				84,499				78,761				76,418				78,161
Other			2,427				4,707				6,702				7,135				8,703
Residential real estate:
First mortgage			16,467				18,995				22,350				24,702				27,896
Multifamily			2,701				3,001				3,271				5,828				7,207
Home equity			3,249				4,124				3,051				3,161				4,457
Construction			122				506				241				83				—
Consumer			1,035				1,232				1,340				1,346				1,667
Other loans			4,240				4,552				2,326				2,754				2,964
Loans, net of deferred fees			164,849				175,088				189,475				175,222				188,084
ALLL			(3,435	)			(3,440	)			(3,493	)			(3,499	)			(3,850	)
Loans, net of ALLL		$	161,414			$	171,648			$	185,982			$	171,723			$	184,234

  

The following table shows the summary activity in the ALLL for the years indicated:

 

		December 31,
(Dollars in thousands)		2015				2014				2013				2012				2011
Beginning balance		$	3,440			$	3,493			$	3,499			$	3,850			$	3,851
Provision for loan loan losses			—				50				329				166				903
Charge-offs			(30	)			(134	)			(406	)			(629	)			(1,153	)
Recoveries			25				31				71				112				249
Ending balance		$	3,435			$	3,440			$	3,493			$	3,499			$	3,850
Net charge-offs to average loans			0.00	%			0.06	%			0.19	%			0.29	%			0.46	%

Activity in the ALLL for the years indicated was as follows:

 

		For the Year Ended December 31, 2015
										Faith-
										Based				Residential
						Commercial				Non-				Real								Other
(Dollars in thousands)		Commercial				Real Estate				Profit				Estate				Consumer				Loans				Unallocated				Total
ALLL:
Total ending ALLL balances as of December 31, 2014		$	353			$	579			$	1,234			$	685			$	28			$	265			$	296			$	3,440
For the year ended December 31, 2015
Charge-offs			(3	)			—				—				(7	)			(2	)			(18	)			—				(30	)
Recoveries			—				—				—				20				1				4				—				25
Provision for loan losses			(21	)			260				(5	)			(288	)			(6	)			(22	)			82				—
Total ending ALLL balances as of December 31, 2015		$	329			$	839			$	1,229			$	410			$	21			$	229			$	378			$	3,435

 

 

		For the Year Ended December 31, 2014
										Faith-
										Based				Residential
						Commercial				Non-				Real								Other
(Dollars in thousands)		Commercial				Real Estate				Profit				Estate				Consumer				Loans				Unallocated				Total
ALLL:
Total ending ALLL balances as of December 31, 2013		$	184			$	808			$	1,883			$	493			$	19			$	106			$	—			$	3,493
For the year ended December 31, 2014
Charge-offs			—				—				—				(78	)			(35	)			(21	)			—				(134	)
Recoveries			—				—				—				22				1				8				—				31
Provision for loan losses			169				(229	)			(649	)			248				43				172				296				50
Total ending ALLL balances as of December 31, 2014		$	353			$	579			$	1,234			$	685			$	28			$	265			$	296			$	3,440

 

		For the Year Ended December 31, 2013
										Faith-
										Based				Residential
						Commercial				Non-				Real								Other
(Dollars in thousands)		Commercial				Real Estate				Profit				Estate				Consumer				Loans				Unallocated				Total
ALLL:
Total ending ALLL balances as of December 31, 2012		$	90			$	881			$	1,246			$	937			$	30			$	54			$	261			$	3,499
For the year ended December 31, 2013
Charge-offs			(7	)			(237	)			—				(138	)			(4	)			(20	)			—				(406	)
Recoveries			—				27				—				26				8				10				—				71
Provision for loan losses			101				137				637				(332	)			(15	)			62				(261	)			329
Total ending ALLL balances as of December 31, 2013		$	184			$	808			$	1,883			$	493			$	19			$	106			$	—			$	3,493

		For the Year Ended December 31, 2012
										Faith-
										Based				Residential
						Commercial				Non-				Real								Other
(Dollars in thousands)		Commercial				Real Estate				Profit				Estate				Consumer				Loans				Unallocated				Total
ALLL:
Total ending ALLL balances as of December 31, 2011		$	348			$	971			$	1,128			$	1,299			$	62			$	42			$	—			$	3,850
For the year ended December 31, 2012
Charge-offs			—				(98	)			—				(362	)			(169	)			—				—				(629	)
Recoveries			—				75				—				17				20				—				—				112
Provision for loan losses			(258	)			(67	)			118				(17	)			117				12				261				166
Total ending ALLL balance as of December 31, 2012		$	90			$	881			$	1,246			$	937			$	30			$	54			$	261			$	3,499

 

		For the Year Ended December 31, 2011
										Faith-
										Based				Residential
						Commercial				Non-				Real								Other
(Dollars in thousands)		Commercial				Real Estate				Profit				Estate				Consumer				Loans				Unallocated				Total
ALLL:
Total ending ALLL balances as of December 31, 2010		$	651			$	651			$	1,289			$	1,045			$	105			$	110			$	—			$	3,851
For the year ended December 31, 2011
Charge-offs			(604	)			(19	)			—				(461	)			(66	)			(3	)			—				(1,153	)
Recoveries			95				126				—				3				25				—				—				249
Provision for loan losses			206				213				(161	)			712				(2	)			(65	)			—				903
Total ending ALLL balance as of December 31, 2011		$	348			$	971			$	1,128			$	1,299			$	62			$	42			$	—			$	3,850

 

The following table presents the ALLL by loan type and as a percentage of loans outstanding:

  

		December 31, 2015								December 31, 2014								December 31, 2013								December 31, 2012								December 31, 2011
						% of Total								% of Total								% of Total								% of Total								% of Total
(Dollars in thousands)		Amount				Loans				Amount				Loans				Amount				Loans				Amount				Loans				Amount				Loans
Commercial		$	329				0.20	%		$	353				0.20	%		$	184				0.10	%		$	90				0.05	%		$	348				0.19	%
Commercial real estate			839				0.51	%			579				0.33	%			808				0.43	%			881				0.50	%			971				0.52	%
Faith-based non-profit			1,229				0.75	%			1,234				0.70	%			1,883				0.98	%			1,246				0.71	%			1,128				0.60	%
Residential real estate			410				0.25	%			685				0.39	%			493				0.26	%			937				0.54	%			1,299				0.69	%
Consumer			21				0.01	%			28				0.02	%			19				0.01	%			30				0.02	%			62				0.03	%
Other loans			229				0.14	%			265				0.15	%			106				0.06	%			54				0.03	%			42				0.02	%
Unallocated			378				0.22	%			296				0.17	%			—				0.00	%			261				0.15	%			—				0.00	%
Total		$	3,435				2.08	%		$	3,440				1.96	%		$	3,493				1.84	%		$	3,499				2.00	%		$	3,850				2.05	%

The following tables present the ALLL and the reported investment in loans by portfolio segment and based on impairment method as of the dates indicated:

 

		December 31, 2015
										Faith
										Based
						Commercial				Non-				Residential								Other
(Dollars in thousands)		Commercial				Real Estate				Profit				Real Estate				Consumer				Loans				Unallocated				Total
ALLL:
Ending ALLL balance attributable to loans:
Individually evaluated for impairment		$	—			$	303			$	261			$	67			$	—			$	—			$	—			$	631
Collectively evaluated for impairment			329				536				968				343				21				229				378				2,804
Total ending ALLL balance		$	329			$	839			$	1,229			$	410			$	21			$	229			$	378			$	3,435
Loans:
Loans individually evaluated for impairment		$	—			$	7,517			$	16,325			$	2,579			$	—			$	—			$	—			$	26,421
Loans collectively evaluated for impairment			7,540				36,523				69,130				19,960				1,035				4,240				—				138,428
Total ending loans balance		$	7,540			$	44,040			$	85,455			$	22,539			$	1,035			$	4,240			$	—			$	164,849

 

		December 31, 2014
										Faith
										Based
						Commercial				Non-				Residential								Other
(Dollars in thousands)		Commercial				Real Estate				Profit				Real Estate				Consumer				Loans				Unallocated				Total
ALLL:
Ending ALLL balance attributable to loans:
Individually evaluated for impairment		$	—			$	11			$	6			$	259			$	—			$	—			$	—			$	276
Collectively evaluated for impairment			353				568				1,228				426				28				265				296				3,164
Total ending ALLL balance		$	353			$	579			$	1,234			$	685			$	28			$	265			$	296			$	3,440
Loans:
Loans individually evaluated for impairment		$	—			$	9,012			$	16,807			$	4,450			$	—			$	—			$	—			$	30,269
Loans collectively evaluated for impairment			7,253				31,051				78,555				22,176				1,232				4,552				—				144,819
Total ending loans balance		$	7,253			$	40,063			$	95,362			$	26,626			$	1,232			$	4,552			$	—			$	175,088

Impaired loans at the dates indicated were as follows:

 

		December 31, 2015
														Interest
		Unpaid												Earned
		Principal				Recorded				ALLL				For the
(Dollars in thousands)		Balance				Investment				Allocated				Year
With no related allowance recorded:
Commercial		$	—			$	—			$	—			$	—
Commercial real estate:
Construction			—				—				—				—
Owner occupied			68				68				—				7
Other			2,813				2,815				—				85
Faith based non-profit:
Construction			—				—				—				—
Owner occupied			5,413				5,426				—				230
Other			—				—				—				—
Residential real estate:
First mortgage			1,926				1,898				—				24
Multifamily			—				—				—				—
Home equity			338				338				—				10
Construction			—				—				—				—
Consumer			—				—				—				—
Impaired loans with no allowance recorded		$	10,558			$	10,545			$	—			$	356
With an allowance recorded:
Commercial		$	—			$	—			$	—			$	—
Commercial real estate:
Construction			—				—				—				—
Owner occupied			4,637				4,677				303				190
Other			—				—				—				—
Faith based non-profit:
Construction			—				—				—				—
Owner occupied			10,912				10,983				261				567
Other			—				—				—				—
Residential real estate:
First mortgage			343				343				67				2
Multifamily			—				—				—				—
Home equity			—				—				—				—
Construction			—				—				—				—
Consumer			—				—				—				—
Impaired loans with allowance recorded		$	15,892			$	16,003			$	631			$	759
Total impaired loans		$	26,450			$	26,548			$	631			$	1,115

		December 31, 2014
														Interest
		Unpaid												Earned
		Principal				Recorded				ALLL				For the
(Dollars in thousands)		Balance				Investment				Allocated				Year
With no related allowance recorded:
Commercial		$	—			$	—			$	—			$	—
Commercial real estate:
Construction			77				78				—				6
Owner occupied			42				42				—				16
Other			3,855				3,872				—				100
Faith based non-profit:
Construction			—				—				—				—
Owner occupied			9,744				9,764				—				558
Other			—				—				—				—
Residential real estate:
First mortgage			2,894				2,881				—				172
Multifamily			—				—				—				—
Home equity			20				20				—				2
Construction			—				—				—				—
Consumer			—				—				—				—
Impaired loans with no allowance recorded		$	16,632			$	16,657			$	—			$	854
With an allowance recorded:
Commercial		$	—			$	—			$	—			$	—
Commercial real estate:
Construction			278				279				1				23
Owner occupied			4,760				4,800				10				200
Other			—				—				—				—
Faith based non-profit:
Construction			—				—				—				—
Owner occupied			7,063				7,361				6				327
Other			—				—				—				—
Residential real estate:
First mortgage			1,426				1,427				242				76
Multifamily			—				—				—				—
Home equity			145				145				17				6
Construction			—				—				—				—
Consumer			—				—				—				—
Impaired loans with allowance recorded		$	13,672			$	14,012			$	276			$	632
Total impaired loans		$	30,304			$	30,669			$	276			$	1,486

 

		December 31, 2013
														Interest
		Unpaid												Earned
		Principal				Recorded				ALLL				For the
(Dollars in thousands)		Balance				Investment				Allocated				Year
With no related allowance recorded:
Commercial		$	—			$	—			$	—			$	—
Commercial real estate:
Construction			363				364				—				28
Owner occupied			3,181				3,183				—				142
Other			5,486				5,503				—				256
Faith based non-profit:
Construction			—				—				—				—
Owner occupied			14,151				14,203				—				681
Other			—				—				—				—
Residential real estate:
First mortgage			3,116				3,119				—				213
Multifamily			—				—				—				—
Home equity			77				77				—				3
Construction			—				—				—				—
Consumer			11				11				—				—
Impaired loans with no allowance recorded		$	26,385			$	26,460			$	—			$	1,323
With an allowance recorded:
Commercial		$	—			$	—			$	—			$	—
Commercial real estate:
Construction			—				—				—				—
Owner occupied			—				—				—				—
Other			—				—				—				—
Faith based non-profit:
Construction			—				—				—				—
Owner occupied			3,510				3,500				931				242
Other			—				—				—				—
Residential real estate:
First mortgage			621				623				38				29
Multifamily			—				—				—				—
Home equity			131				131				37				6
Construction			—				—				—				—
Consumer			—				—				—				—
Impaired loans with allowance recorded		$	4,262			$	4,254			$	1,006			$	277
Total impaired loans		$	30,647			$	30,714			$	1,006			$	1,600

 

 

		December 31, 2012
														Interest
		Unpaid												Earned
		Principal				Recorded				ALLL				For the
(Dollars in thousands)		Balance				Investment				Allocated				Year
With no related allowance recorded:
Commercial		$	—			$	—			$	—			$	—
Commercial real estate:
Construction			371				371				—				31
Owner occupied			530				530				—				38
Other			4,312				3,698				—				129
Faith based non-profit:
Construction			—				—				—				—
Owner occupied			14,479				14,479				—				567
Other			—				—				—				—
Residential real estate:
First mortgage			814				814				—				19
Multifamily			—				—				—				—
Home equity			86				86				—				3
Construction			—				—				—				—
Consumer			16				16				—				—
Impaired loans with no allowance recorded		$	20,608			$	19,994			$	—			$	787
With an allowance recorded:
Commercial		$	—			$	—			$	—			$	—
Commercial real estate:
Construction			—				—				—				—
Owner occupied			238				238				87				15
Other			—				—				—				—
Faith based non-profit:
Construction			—				—				—				—
Owner occupied			428				428				44				30
Other			—				—				—				—
Residential real estate:
First mortgage			1,543				1,543				349				45
Multifamily			—				—				—				—
Home equity			—				—				—				—
Construction			—				—				—				—
Consumer			—				—				—				—
Impaired loans with allowance recorded		$	2,209			$	2,209			$	480			$	90
Total impaired loans		$	22,817			$	22,203			$	480			$	877

 

Impaired loans not included in the above table are the recorded investments of $1.9 million in homogeneous first mortgage residential real estate loans, which are collectively measured for impairment. The total recorded investment in impaired loans was $24.1 million at December 31, 2012.

		December 31, 2011
														Interest
		Unpaid												Earned
		Principal				Recorded				ALLL				For the
(Dollars in thousands)		Balance				Investment				Allocated				Year
With no related allowance recorded:
Commercial		$	1,567			$	590			$	—			$	—
Commercial real estate:
Construction			950				628				—				17
Owner occupied			949				1,217				—				40
Other			5,112				3,870				—				32
Faith based non-profit:
Construction			—				—				—				—
Owner occupied			12,913				12,907				—				535
Other			—				—				—				—
Residential real estate:
First mortgage			1,019				921				—				12
Multifamily			—				—				—				—
Home equity			—				—				—				—
Construction			—				—				—				—
Consumer			—				—				—				—
Impaired loans with no allowance recorded		$	22,510			$	20,133			$	—			$	636
With an allowance recorded:
Commercial		$	—			$	—			$	—			$	—
Commercial real estate:
Construction			378				378				15				26
Owner occupied			695				695				94				—
Other			40				40				10				34
Faith based non-profit:
Construction			—				—				—				—
Owner occupied			908				909				56				50
Other			—				—				—				—
Residential real estate:															36
First mortgage			798				797				292				—
Multifamily			—				—				—				—
Home equity			462				462				251				—
Construction			—				—				—				—
Consumer			2				2				2				—
Impaired loans with allowance recorded		$	3,283			$	3,283			$	720			$	146
Total impaired loans		$	25,793			$	23,416			$	720			$	782

 

The total recorded investment in impaired loans as of December 31, 2015 decreased $4.1 million from December 31, 2014. Changes during the year were primarily due to the addition of 12 new loans totaling $635 thousand, primarily residential real estate – first mortgage and home equity loans, less 13 repaid loans totaling $2.3 million, primarily residential real estate – first mortgage, faith-based non-profit – owner occupied and commercial real estate - construction, two loans transferred to OREO totaling $843 thousand, primarily commercial real estate – other and two loans no longer considered impaired totaling $345 thousand, residential real estate – first mortgage.

 

The recorded investment in TDRs, which are included in total impaired loans, was $24.4 million, $25.1 million, $26.4 million, $20.2 million and $18.7 million at December 31, 2015, 2014, 2013, 2012 and 2011, respectively.

 

The Company has allocated $576 thousand and $17 thousand of specific reserves to customers, whose loan terms had been modified in TDRs as of December 31, 2015 and December 31, 2014, respectively. The Company has not committed to lend additional amounts as of December 31, 2015 and December 31, 2014 to customers with outstanding loans that are classified as TDRs.

 

The following table presents TDRs at of December 31, 2015 and 2014.

 

		Troubled Debt Restructurings
		December 31, 2015
										Non-accrual								Total
		Accrual Status								Status								Modifications
(Dollars in thousands)		Number				Amount				Number				Amount				Number				Amount
Commercial real estate:
Construction			—			$	—				—			$	—				—			$	—
Owner occupied			4				4,704				—				—				4				4,704
Other			2				300				1				2,494				3				2,794
Faith-based non-profit:
Owner occupied			20				16,309				1				16				21				16,325
Other			—				—				—				—				—				—
Residential real estate:
First mortgage			2				87				4				315				6				402
Total			28			$	21,400				6			$	2,825				34			$	24,225

 

		Troubled Debt Restructurings
		December 31, 2014
										Non-accrual								Total
		Accrual Status								Status								Modifications
(Dollars in thousands)		Number				Amount				Number				Amount				Number				Amount
Commercial real estate:
Construction			2			$	355				—			$	—				2			$	355
Owner occupied			4				4,760				—				—				4				4,760
Other			2				224				2				2,830				4				3,054
Faith-based non-profit:
Owner occupied			20				16,391				1				22				21				16,413
Other			—				—				—				—				—				—
Residential real estate:
First mortgage			1				23				2				164				3				187
Total			29			$	21,753				5			$	3,016				34			$	24,769

 

Loans for which principal or interest is in default for 90 days or more are classified as nonaccrual unless they are well secured and in process of collection. Loans over 90 days still accruing were matured loans that were well secured and in process of collection. Borrowers have continued to make payments on these loans while administrative and legal processes are proceeding, which will enable the Bank to extend or modify maturity dates. Approximately $801 thousand and $3.5 million of past due loans represented loans that had matured and were in the process of being renewed at December 31, 2015 and 2014, respectively.

 

 

The following tables present the recorded investment by loan class and the number of non-accrual and loans past due over 90 days still on accrual as of the dates indicated:

 

										90 Days
										or More
										Past Due
December 31, 2015										Still
(Dollars in thousands)		Non-accrual				Number				Accruing				Number
Commercial		$	—				—			$	—				—
Commercial real estate:
Construction			—				—				—				—
Owner occupied			—				—				—				—
Other			2,513				2				—				—
Faith-based non-profit:
Construction			—				—				—				—
Owner Occupied			15				1				356				3
Other			—				—				—				—
Residential real estate:
First mortgage			2,154				36				—				—
Multifamily			—				—				—				—
Home equity			338				5				—				—
Construction			—				—				—				—
Consumer			—				—				—				—
Other loans			—				—				—				—
Total		$	5,020				44			$	356				3

 

										90 Days
										or More
										Past Due
December 31, 2014										Still
(Dollars in thousands)		Non-accrual				Number				Accruing				Number
Commercial		$	—				—			$	—				—
Commercial real estate:
Construction			—				—				—				—
Owner occupied			42				1				—				—
Other			2,860				3				771				1
Faith-based non-profit:
Construction			—				—				—				—
Owner Occupied			133				2				541				2
Other			—				—				15				1
Residential real estate:
First mortgage			2,720				33				1,696				8
Multifamily			—				—				—				—
Home equity			165				7				—				—
Construction			—				—				—				—
Consumer			—				—				—				1
Other loans			—				—				—				—
Total		$	5,920				46			$	3,023				13

 

 

										90 Days
										or More
										Past Due
December 31, 2013										Still
(Dollars in thousands)		Non-accrual				Number				Accruing				Number
Commercial		$	—				—			$	—				—
Commercial real estate:
Construction			—				—				—				—
Owner occupied			2,676				3				—				—
Other			532				3				110				1
Faith-based non-profit:
Construction			—				—				—				—
Owner Occupied			29				1				332				1
Other			—				—				—				—
Residential real estate:
First mortgage			3,348				43				253				5
Multifamily			—				—				—				—
Home equity			124				7				—				—
Construction			—				—				—				—
Consumer			11				2				—				—
Other loans			—				—				—				—
Total		$	6,720				59			$	695				7

 

 

										90 Days
										or More
										Past Due
December 31, 2012										Still
(Dollars in thousands)		Non-accrual				Number				Accruing				Number
Commercial		$	—				—			$	—				—
Commercial real estate:
Construction			—				—				—				—
Owner occupied			39				1				224				4
Other			49				1				351				1
Faith-based non-profit:
Construction			—				—				—				—
Owner Occupied			5,241				4				661				3
Other			—				—				—				—
Residential real estate:
First mortgage			3,384				44				357				6
Multifamily			—				—				—				—
Home equity			3				1				101				1
Construction			—				—				—				—
Consumer			16				2				—				—
Other loans			—				—				—				—
Total		$	8,732				53			$	1,694				15

										90 Days
										or More
										Past due
December 31, 2011										Still
(Dollars in thousands)		Non-accrual				Number				Accruing				Number
Commercial		$	590				1			$	—				—
Commercial real estate:
Construction			628				1				—				—
Owner occupied			772				4				52				1
Other			3,503				4				1				1
Faith-based non-profit:
Construction			—				—				—				—
Owner Occupied			5,497				3				—				—
Other			—				—				—				—
Residential real estate:
First mortgage			3,749				39				47				1
Multifamily			—				—				114				1
Home equity			582				8				—				—
Construction			—				—				—				—
Consumer			5				2				—				—
Other loans			—				—				—				—
Total		$	15,326				62			$	214				4

 

 

The following tables present the aging of the recorded investment in loans as of December 31, 2015 and 2014 by class of loans:

 

										90 Days
December 31, 2015		30-59 Days				60-89 Days				Or More				Total Past
(Dollars in thousands)		Past Due				Past Due				Past Due				Due				Current				Total
Commercial		$	—			$	—			$	—			$	—			$	7,540			$	7,540
Commercial real estate:
Construction			40				—				—				40				9,578				9,618
Owner occupied			397				—				—				397				18,544				18,941
Other			—				71				—				71				15,410				15,481
Faith-based non-profit:
Construction			—				—				—				—				4,800				4,800
Owner occupied			237				—				355				592				77,636				78,228
Other			—				—				—				—				2,427				2,427
Residential real estate:
First mortgage			688				161				1,377				2,226				14,241				16,467
Multifamily			17				—				—				17				2,684				2,701
Home equity			129				—				206				335				2,914				3,249
Construction			122				—				—				122				—				122
Consumer			—				—				—				—				1,035				1,035
Other loans			3				—				—				3				4,237				4,240
Total		$	1,633			$	232			$	1,938			$	3,803			$	161,046			$	164,849

 

										90 Days
December 31, 2014		30-59 Days				60-89 Days				Or More				Total Past
(Dollars in thousands)		Past Due				Past Due				Past Due				Due				Current				Total
Commercial		$	3			$	—			$	—			$	3			$	7,250			$	7,253
Commercial real estate:
Construction			—				—				—				—				2,557				2,557
Owner occupied			69				321				42				432				17,581				18,013
Other			25				1,188				3,602				4,815				14,678				19,493
Faith-based non-profit:
Construction			—				—				—				—				6,156				6,156
Owner occupied			1,923				435				674				3,032				81,467				84,499
Other			—				—				15				15				4,692				4,707
Residential real estate:
First mortgage			745				103				3,322				4,170				14,825				18,995
Multifamily			—				—				—				—				3,001				3,001
Home equity			47				—				23				70				4,054				4,124
Construction			—				—				—				—				506				506
Consumer			11				—				—				11				1,221				1,232
Other loans			—				8				—				8				4,544				4,552
Total		$	2,823			$	2,055			$	7,678			$	12,556			$	162,532			$	175,088

 

During 2015, management implemented procedures to improve overall delinquency including increasing communications with borrowers, exerting additional effort to work with delinquent borrowers and, where possible, worked with borrowers to find other sources of financing. Management also improved its processes to renew matured loans in a more timely manner. At December 31, 2015, loans, which had matured, but had not yet been renewed, totaled $0.9 million compared to $4.5 million at December 31, 2014 – a reduction of $3.6 million.

 

Credit Quality Indicators:

 

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payments experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans for impairment by the loan’s classification to credit risk. The analysis includes non-homogeneous loans, such as commercial, commercial real estate and faith-based non-profit entities, and mortgage loans in process of foreclosure for which the loan to value does not support repayment in full. This analysis is performed on at least a quarterly basis. The Company uses the following terms for risk ratings:

 

•

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Management believes that there is a moderate likelihood of some loss related to those loans and leases that are considered special mention.

 

•

Substandard. Loans classified as substandard are inadequately protected by the current sound financial repayment capacity and debt service coverage of the obligor or of the collateral pledge, if any. Loans so classified have a well-defined weakness or weaknesses that may jeopardize the liquidation of our repayment according to the original terms of the debt. In addition to commercial and faith-based non-profit loans with identified weaknesses, substandard loans include loans within the mortgage and consumer portfolio segments that are past due 90 days or more as to principal or interest if the loan to value does not support full repayment. Substandard loans are evaluated for impairment on an individual loan basis unless the substandard loan is a smaller homogeneous loan that is not a TDR and is not in the process of foreclosure. These loans exhibit a distinct possibility that the Company will sustain some loss if the deficiencies related to the loss are not corrected in a timely manner.

 

•

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

•

Pass. Loans not identified as special mention, substandard or doubtful are classified as pass.

 

As of December 31, 2015, and based on the most recent analysis performed, the risk category of loans by class of loans was as follows:

 

December 31, 2015
(Dollars in thousands)		Pass				Special Mention				Substandard				Doubtful				Total
Commercial		$	1,869			$	—			$	5,671			$	—			$	7,540
Commercial real estate:
Construction			9,618				—				—				—				9,618
Owner occupied			18,601				272				68				—				18,941
Other			11,720				394				3,367				—				15,481
Faith-based non-profit:
Construction			4,800				—				—				—				4,800
Owner occupied			61,836				7,243				9,149				—				78,228
Other			2,427				—				—				—				2,427
Residential real estate:
First mortgage			13,733				256				2,478				—				16,467
Multifamily			2,613				30				58				—				2,701
Home equity			3,070				—				179				—				3,249
Construction			122				—				—				—				122
Consumer			1,020				10				5				—				1,035
Other loans			4,240				—				—				—				4,240
Total		$	135,669			$	8,205			$	20,975			$	—			$	164,849

 

Our ability to manage credit risk depends in large part on our ability to properly identify and manage problem loans. To do so, we operate a credit risk rating system under which our credit management personnel assign a numeric credit risk rating to each loan at the time of origination and review loans on a regular basis.

 

Each loan officer is responsible for monitoring his or her loan portfolio, recommending a credit risk rating for each loan in his or her portfolio and ensuring the credit risk ratings are appropriate. These credit risk ratings are then ratified by our Chief Credit Officer or the Directors’ Loan Committee. Credit risk ratings are determined by evaluating a number of factors including a borrower’s financial strength, cash flow coverage, collateral protection and guarantees. The credit risk ratings and methodology applied are reviewed annually by management and the Board of Directors.

 

FINANCIAL CONDITION

 

Financial Condition at December 31, 2015 and December 31, 2014

 

The Company’s financial condition is measured in terms of its asset and liability composition, asset quality, capital resources and liquidity.

 

Total assets decreased slightly from $298.4 million as of December 31, 2014 to $298.3 million as of December 31, 2015, which was caused by a decrease in deposit base and an increase in accumulated other comprehensive loss. Gross loans decreased by $10.2 million from $175.1 million at December 31, 2014 to $164.8 million at December 31, 2015 primarily due to loan pay downs, loan run-off and loan transfers to OREO. Investment securities available for sale increased $10.2 million to $79.9 million at December 31, 2015 from December 31, 2014. The increase in investment securities available for sale was driven by the management decision to move low yielding cash into higher yielding low risk bonds. Interest-bearing time deposits held at other financial institutions increased from $2.5 million at December 31, 2014 to $6.7 million at December 31, 2015. The increase was reflective of management’s intent to leverage excess liquidity. Cash and cash equivalents decreased $4.8 million to $28.3 million at December 31, 2015. OREO decreased $0.3 million in 2015 to $2.8 million. Total liabilities increased from $261.8 million as of December 31, 2014 to $262.0 million as of December 31, 2015, led by an increase in other borrowings of $0.2 million to $0.9 million at December 31, 2015 and an increase in other liabilities of $1.2 million to $6.4 million at

December 31, 2015, partially offset with a $1.2 million decrease in total deposits. The decrease in deposits was primarily related to an intentional decrease of $2.7 million in CDARs as management places more focus on growing core deposits. Other liabilities increased from $5.2 million at December 31, 2014 to $6.4 million at December 31, 2015. The increase was attributable to $1.5 million in purchased loans, which had not yet settled, partially offset by decreases in other liabilities within this classification.

 

Total consolidated stockholders’ equity decreased $0.4 million to $36.2 million as of December 31, 2015 compared to $36.6 million at December 31, 2014. For the year ended December 31, 2015, the net increase in retained earnings was comprised of $0.3 million of net income, offset by dividends declared to preferred stockholders of $0.2 million. Accumulated other comprehensive loss represents the unrealized loss on available for sale securities and the unrealized loss related to the deferred pension liability, net of deferred taxes. Accumulated other comprehensive loss totaled $2.1 million and $1.7 million at December 31, 2015 and 2014, respectively.

 

ASSETS

 

Cash and Cash Equivalents. Cash and cash equivalents, including noninterest-bearing and interest-bearing cash and fed funds sold, decreased $4.8 million from $33.1 million at December 31, 2014 to $28.3 million at December 31, 2015. The decrease in cash and cash equivalents was the primary result of moving low yielding interest-bearing cash to higher yielding investment securities.

 

Loan Portfolio. Gross loans totaled $164.8 million and $175.1 million as of December 31, 2015 and 2014, respectively. The commercial loan portfolio is comprised mainly of loans to small- and mid-sized business and faith-based non-profit organizations. A significant portion of the loan portfolio is collateralized by owner-occupied real estate. An adverse change in the economy affecting real estate values in general or in our primary markets in particular, could impair the value of the underlying collateral and/or our ability to sell such collateral.

 

The Bank has a concentration of loans to faith-based non-profit organizations, in which the Bank has specialized lending experience. As of December 31, 2015, the percentage of loans in this niche, which included construction, real estate, and lines of credit, totaled approximately 51.84% of the total loan portfolio, and the reserve for these loans was 35.78% of the total allowance. Historically, the Bank has experienced low levels of loan losses in this specialty; however, repayment of loans is primarily dependent on voluntary contributions, which appear to have been adversely affected by the economic downturn. Management monitors the loan portfolio for changes in trends of past dues and concentration.

 

Traditionally, the Bank has not issued high-risk mortgage products such as Adjustable Rate Mortgages (“ARM”), interest only residential mortgages and other sub-prime mortgages. While the Bank does not engage in sub-prime lending, a small balance of loans may be deemed sub-prime based on borrowers’ credit scores. Historically, the Bank has made very few acquisition and development loans or construction development loans with interest reserves built into the loans.

 

The OREO portfolio decreased a net $0.3 million to $2.8 million at December 31, 2015 from $3.1 million at December 31, 2014. During 2015 there was $1.3 million in additions to OREO through foreclosure or deed in lieu of foreclosure (“at foreclosure”), $1.1 million in sales of OREO, and $0.5 million in OREO write-downs during the year.

 

The Bank’s market areas are the Research Triangle (Raleigh and Durham, NC), the Piedmont Triad (Greensboro and Winston-Salem, NC) and Charlotte, NC. The economic trends of the areas in NC served by the Bank are influenced by the significant industries within these regions. The ultimate collectability of the Bank’s loan portfolio is susceptible to changes in the market condition of these geographic regions.

 

The table below shows the loans outstanding by type and maturity as of December 31, 2015:

 

										Faith
						Commercial				Based				Residential
(Dollars in thousands)		Commercial				Real Estate				Non-Profit				Real Estate				Consumer				Other				Total
Maturity dates:
Due within one year		$	400			$	11,454			$	19,019			$	2,327			$	167			$	—			$	33,367
Due one to five years			6,575				26,856				60,232				9,646				255				—				103,564
Due after five years			565				5,730				6,204				10,566				613				4,240				27,918
Total		$	7,540			$	44,040			$	85,455			$	22,539			$	1,035			$	4,240			$	164,849
Loans due after one year:
Fixed rate		$	788			$	23,272			$	60,973			$	17,804			$	401			$	4,240			$	107,478
Variable rate			6,352				9,314				5,463				2,408				467				—				24,004
Total		$	7,140			$	32,586			$	66,436			$	20,212			$	868			$	4,240			$	131,482

  

Investment Securities. The main objectives of our investment strategy are to provide a source of liquidity while managing our interest rate risk, and to generate an adequate level of interest income without taking undue risks. Our investment policy permits investments in various types of securities, certificates of deposit and federal funds sold in compliance with various restrictions in the policy. As of December 31, 2014 and 2013, all investment securities were classified as available for sale.

 

Our investment portfolio consists of the following securities:

•

U.S. Government agency securities ("U.S. Agencies")

•

U.S. Government sponsored residential mortgage backed securities ("MBS"), and

•

Municipal securities ("Municipals")

 

All securities owned as of December 31, 2015 and are investment grade. The Company evaluates securities for other-than- temporary impairment, at least on a quarterly basis. Consideration is given to the financial condition and near-term prospects of the issuer, the length of time and extent to which the fair value has been less than cost, and our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. As of December 31, 2015 and December 31, 2014, the Company held 71 and 59 investment positions, respectively, with unrealized losses of $0.7 million and $0.3 million, respectively. These investments were generally in U.S. Agencies, MBS and Municipals. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. Management has determined that all declines in the market value of available for sale securities are not other-than- temporary, and will not be likely required to sell.

 

The Company owns stock in the FHLB, classified on the Consolidated Balance Sheets as Other invested assets, which is evaluated on a quarterly basis for other-than-temporary impairment. The FHLB has been issuing dividends and repurchasing excess stock on a pro-rata basis for several quarters. The Company believes that the investment in FHLB is not other-than-temporarily-impaired.

 

Our available for sale securities totaled $79.9 million and $69.7 million as of December 31, 2015 and 2014, respectively. Securities with a fair value of $0.8 million were pledged to the FRB, and an additional $2.9 million and $19.6 million of securities were pledged to public housing authorities in NC and the NC Department of State Treasurer, respectively, as collateral for public deposits at December 31, 2015. Securities with a fair value of $1.0 million were pledged to the FRB and an additional $3.8 million and $18.1 million of securities were pledged to public housing authorities in North Carolina and the NC Department of State Treasurer as collateral for public deposits at December 31, 2014.

 

The following table displays the amortized cost and fair value for the Company's investment portfolio for the periods ended December 31, 2015, 2014 and 2013:

 

		December 31, 2015								December 31, 2014								December 31, 2013
(Dollars in thousands)		Amortized Cost				Fair Value				Amortized Cost				Fair Value				Amortized Cost				Fair Value
U.S. Agencies		$	30,681			$	30,433			$	12,373			$	12,339			$	7,000			$	6,766
MBS
Residential			41,323				40,934				56,350				56,355				58,086				57,698
Municipals			8,489				8,574				1,009				1,009				1,485				1,455
Total		$	80,493			$	79,941			$	69,732			$	69,703			$	66,571			$	65,919

 

The following table presents contractual maturities of debt securities with the exception of MBS, which reflects projected cash flow streams, and weighted average yields at December 31, 2015. Actual maturities may differ, because borrowers may have the right to call or prepay MBS, collateralized mortgage obligations, agency securities, and municipal bonds with or without call or prepayment penalties. Certain mortgage-backed securities have adjustable interest rates and will reprice within the various maturity ranges. These repricing schedules are not reflected in the table below. Weighted average yield calculations on investments available for sale do not give effect to changes in the fair value that are reflected as a component of equity.

 

 

(Dollars in thousands)		As of December 31, 2015
		Fair Value				Amortized Cost				Average Yield
U.S. Agencies
Due after one year through five years		$	3,481			$	3,500				1.54	%
Due after five years through ten years			21,998				22,181				1.97	%
Due after ten years			4,954				5,000				2.14	%
Total U.S. Agencies		$	30,433			$	30,681				1.95	%
MBS
Residential
Due within one year		$	5,750			$	5,812				1.70	%
Due after one year through five years			15,526				15,672				1.87	%
Due after five years through ten years			11,387				11,480				2.08	%
Due after ten years			8,271				8,359				2.14	%
Total MBS		$	40,934			$	41,323				1.96	%
Municipals
Due within one year		$	262			$	260				5.68	%
Due after one year through five years			738				738				4.25	%
Due after five years through ten years			7,169				7,091				4.34	%
Due after ten years			405				400				3.94	%
Total Municipals		$	8,574			$	8,489				4.35	%

 

 

Federal Home Loan Mortgage Corporation with a fair value of $36.9 million and an amortized cost of $37.2 million, Government National Mortgage Association with a fair value of $13.0 million and an amortized cost of $13.3 million, Federal Home Loan Bank with a fair value of $9.9 million and an amortized cost of $10.0 million and Fannie Mae with a fair value of $8.5 million and an amortized cost of $8.6 million are issuers that exceeds 10% of stockholders’ equity as of December 31, 2015. The U.S. Government guarantees all of our MBS and U.S. Agency securities.

 

Liquidity and Capital Resources

 

Liquidity, Interest Rate Sensitivity and Market Risks

 

The objectives of the Company’s liquidity management policy include providing adequate funds to meet the needs of depositors and borrowers at all times, providing funds to meet the basic needs for on-going operations of the Company, and to meet regulatory requirements. The 35.26% liquidity ratio is the sum of cash, overnight funds, and unpledged, marketable securities divided by the sum of deposits and short-term borrowings (less the full amount of pledged deposits). Management believes that core deposit activity, $6.1 million in available borrowing capacity from the FHLB at December 31, 2015, and Federal Funds Lines of Credit ("Fed Funds lines") of $10.0 million will be adequate to meet the short-term and long-term liquidity needs of the Company. The Company had $0.6 million outstanding from the FHLB as of December 31, 2014. The maximum outstanding balance from the FHLB during the fourth quarter of 2015 was $0.6 million. The Company periodically draws on its Fed Funds lines to test the lines availability.

 

The Company participates in the CDARS program, which enables depositors to receive FDIC insurance coverage for deposits otherwise exceeding the maximum insurable amount. Through the CDARS program, deposits in excess of the maximum insurable amount are placed with multiple participating financial institutions. All of the Bank’s CDARS deposits are reciprocal, relationship-based deposits. There are several large depositors in the CDARS program, and the largest continuing depositor has annually renewed $25.0 million in deposits for several years. There is no guarantee, however, that this trend will continue. In management’s opinion, the large depositors have stable and long-term relationships with the Bank.

 

Capital Resources

 

The Company and the Bank are subject to various regulatory capital requirements administered by their federal and state banking regulators. Failure to satisfy minimum capital requirements may result in certain mandatory and additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s Consolidated Financial Statements. The Board and management have determined that maintaining strong on-Balance Sheet liquidity is prudent in the current weak economy. The Bank is required to obtain the non-objection of its regulators before engaging in any transactions that would materially change the composition of the Bank’s balance sheet. In addition, the Bank MOU requires the Bank maintain a Tier 1 leverage capital ratio of not less than 8.00%, and a total risk based capital ratio of not less than 10.00%.

 

 

At December 31, 2015 and 2014 regulatory capital levels of the Company and Bank compared to regulatory standards were:

 

		December 31, 2015
										For Capital
										Adequacy								To Be Well
(Dollars in thousands)		Actual								Purposes								Capitalized
		Amount				Ratio				Amount				Ratio				Amount				Ratio
Total capital (to risk weighted assets)
Company		$	40,252				20.39	%		$	15,790				8.00	%			n/a				n/a
Bank			39,629				20.10				15,769				8.00			$	19,712				10.00	%
Tier 1 (to risk weighted assets)
Company		$	37,768				19.13	%		$	11,843				6.00	%			n/a				n/a
Bank			37,149				18.85				11,827				6.00			$	15,769				8.00	%
Common Equity Tier 1
Company		$	26,391				13.37			$	8,882				4.50	%			n/a				n/a
Bank			37,149				18.85				8,870				4.50			$	12,812				6.50	%
Tier 1 (to average total assets)
Company		$	37,768				12.55	%		$	12,037				4.00	%			n/a				n/a
Bank			37,149				12.35				12,028				4.00			$	15,035				5.00	%

 

		December 31, 2014
										For Capital
										Adequacy								To Be Well
(Dollars in thousands)		Actual								Purposes								Capitalized
		Amount				Ratio				Amount				Ratio				Amount				Ratio
Total capital (to risk weighted assets)
Company		$	38,101				19.03	%		$	16,014				8.00	%			n/a				n/a
Bank			36,991				18.50				15,997				8.00			$	19,996				10.00	%
Tier 1 (to risk weighted assets)
Company		$	35,587				17.78	%		$	8,007				4.00	%			n/a				n/a
Bank			34,479				17.24				7,999				4.00			$	11,998				6.00	%
Tier 1 (to average total assets)
Company		$	35,587				11.90	%		$	11,959				4.00	%			n/a				n/a
Bank			34,479				11.54				11,953				4.00			$	14,941				5.00	%

  

DEPOSITS AND DEBT

 

Deposits. Total deposits decreased from $255.9 million as of December 31, 2014 to $254.7 million as of December 31, 2015. Of these amounts, $41.8 million and $44.9 million were noninterest-bearing and $214.1 million and $209.8 million were interest-bearing deposits at December 31, 2014 and December 31, 2015, respectively. Time deposits of $250,000 and greater, including fully insured CDARS reciprocal deposits, were $17.7 million and $14.3 million as of December 31, 2015 and December 31, 2014, respectively. Time deposits of less than $250,000 were $115.7 million and $129.1 million as of December 31, 2015 and December 31, 2014, respectively.

 

The following table reflects deposits by type:

 

(Dollars in thousands)		December 31, 2015				December 31, 2014				December 31, 2013
Noninterest-bearing demand		$	44,883			$	41,805			$	48,057
Interest-bearding demand			20,958				19,593				18,180
Savings and money market			55,474				57,985				49,878
Time			133,385				136,477				143,812
Total deposits		$	254,700			$	255,860			$	259,927

 

The following table reflects the maturities of time deposits of $250,000 or greater as of December 31, 2015, 2014 and 2013:

 

		December 31, 2015								December 31, 2014								December 31, 2013
(Dollars in thousands)		Amount				Average Rate				Amount				Average Rate				Amount				Average Rate
Three months or less		$	3,259				0.38	%		$	5,132				0.35	%		$	1,773				0.29	%
Over three months to six months			513				0.10				1,238				0.31				1,602				0.38
Over six months to twelve months			5,229				0.38				6,382				0.55				3,076				0.29
Over one year to five years			8,718				0.96				1,509				0.69				8,262				0.61
Total		$	17,719				0.66	%		$	14,261				0.47	%		$	14,713				0.48	%

  

Debt. Borrowings as of December 31, 2015 consisted of an FHLB borrowing of $0.6 million with an interest rate of 0.50% that matures in 2020 and capital leases of $0.3 million with a blended interest rate of 1.83%. Interest expense on advances from FHLB for the years ended December 31, 2015, 2014 and 2013 was $3 thousand, $3 thousand and $4 thousand, respectively. The maximum FHLB advances outstanding for the years ended December 31, 2015, 2014 and 2013 was $0.6 million, $0.7 million and $0.7 million, respectively. As of December 31, 2015, 2014 and 2013, the Bank had $0.6 million, $0.7 million and $0.7 million, respectively, of outstanding advances with the FHLB, and had the availability of borrowing an additional $6.1 million from the FHLB at December 31, 2015. Pursuant to collateral agreements with the FHLB, advances are secured by FHLB stock, and qualifying loans totaling $6.7 million, $7.3 million and $8.0 million as of December 31, 2015, 2014 and 2013, respectively.

 

OTHER

 

Capital Resources. Total stockholders' equity as of December 31, 2015 and 2014, including unrealized gains and/or losses net of taxes on available- for-sale securities and deferred pension liability, was $36.2 million and $36.6 million, respectively. The Company did not declare cash dividends on its common stock during 2015. The Company declared cash dividends on its common stock of $0.063 per share, totaling $0.1 million for the year ended December 31, 2014. The Company paid preferred stock dividends of $0.2 million in each of the years ended December 31, 2015 and 2014.

 

Asset/Liability Management. Asset/liability management functions to maximize profitability within established guidelines for interest rate risk, liquidity and capital adequacy. Measurement and monitoring of liquidity, interest rate risk and capital adequacy are performed centrally through the Bank Board's Asset/Liability Committee, and reported under guidelines established by management, the Bank's Board of Directors and regulators (see Item 7A. Quantitative and Qualitative Disclosures about Market Risk for information about interest rate risk).

 

Liquidity. Liquidity management involves the ability to meet the cash flow requirements of depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. To ensure the Company is positioned to meet immediate and future cash demands, management relies on internal analysis of its liquidity, knowledge of current economic and market trends and forecasts of future conditions. Regulatory agencies set certain minimum liquidity standards, including the setting of a reserve requirement by the Federal Reserve. The Company must submit quarterly reports to the Federal Reserve, which monitors the Company's compliance. As of December 31, 2015, the Company met all of its liquidity and reporting requirements.

 

The Company had $28.3 million and $33.1 million in cash and cash equivalents as of December 31, 2015 and 2014, respectively. The Company's principal sources of funds are deposits, short-term borrowings and capital. Core deposits (total deposits less CDARS and certificates of deposits in the amount of $100,000 or more) are one of the most stable sources of liquidity, together with equity capital funded $171.1 million, or 57.38%, of total assets as of December 31, 2015. As of December 31, 2014, core deposits and equity capital totaled $172.1 million, or 57.68%, of total assets.

 

The Company's liquidity can be demonstrated best by an analysis of its cash flows. Operating activities provided $2.5 million of liquidity for the year ended December 31, 2015 compared to $1.6 million for the year ended December 31, 2014. The principal elements of operating activities are net income, increased by significant non-cash expenses including the provision for loan losses, depreciation and amortization, and realized net gains/ losses on the sale of assets.

 

In 2015, the Company experienced a net cash flow decrease of $8.9 million in loans, which were partially offset by a net decrease in deposits of $1.2 million.

 

A secondary source of liquidity for the Company comes from investing activities, principally the sales of, maturities of, and cash flows from, investment securities. As of December 31, 2015, the Company had $9.6 million in investment securities that mature within the next 12 months. During 2015, the Company purchased $67.9 million in investment securities, received $8.2 million in principal collections, $19.9 million in sales and $28.7 million in calls and maturities. The Company also invested $0.3 million in additional bank-owned life insurance policies, which can be sold if increased liquidity is needed.

 

Additional sources of liquidity are available to the Bank through the Federal Reserve and through membership in the FHLB System, and other correspondent banks. As of December 31, 2015, the Bank had a maximum borrowing capacity, based on pledged collateral, of $6.7 million through the FHLB of Atlanta, of which $0.6 million was outstanding in a fixed rate, fixed term loan. These funds are available with various maturities and interest rate structures. Borrowings may not exceed 12% of total assets, or $36.1 million, as of December 31, 2015.

 

As of December 31, 2015, the Bank owned $0.3 million worth of FHLB stock or 47.01% percent of its outstanding advances of $0.6 million. Borrowings and letters of credit are collateralized by a blanket lien held by the FHLB on the Bank's qualifying assets. The FHLB makes quarterly determinations whether it will repurchase any stock above its required amounts.

 

Off-Balance Sheet Arrangements. The Company has liquidity available from other sources such as Fed Funds lines and brokered certificates of deposit. These liquidity sources may require collateral but are generally unsecured or easily utilized by the Company. The Company maintains a

letter of credit, an off-balance sheet source funding unless drawn, collateralized by assets pledged to the FHLB. Fed Funds lines totaled $10.0 million at December 31, 2015, none of which was drawn as of that date. The Company periodically tests its Fed Funds lines to ensure accessibility and availability if needed. During 2015, other than testing the lines, no drawdowns were made on these lines.

 

In addition to the sources of liquidity discussed above, the Company has off-balance sheet contingent funding commitments with various probabilities of being drawn by borrowers. The following table shows the commercial off-balance sheet contingencies:

 

(Dollars in thousands)		Commercial letters of credit				Other loan commitments				Total commitments
Less than one year		$	19			$	12,375			$	12,394
One to three years			250				5,487				5,737
Three to five years			—				114				114
More than five years			93				4,455				4,548
Total		$	362			$	22,431			$	22,793

  

Effects of Inflation. The Company's financial statements have been prepared in accordance with GAAP, which requires the measurement of financial position and operating results in terms of historic dollars without consideration for changes in the relative purchasing power of money over time due to inflation. The rate of inflation has been relatively moderate over the past few years; however, the effect of inflation on interest rates can materially impact Bank operations, which rely on the spread between the yield on earning assets and rates paid on deposits and borrowings as the major source of earnings. Operating costs, such as salaries and wages, occupancy and equipment costs, can also be negatively impacted by inflation.

 

Return on equity and assets. The following table shows the return on assets (net income divided by average total assets), return on equity (net income divided by average equity), cash dividend payout ratio (cash dividends declared divided by net income), and equity to assets ratio (average equity divided by average total assets for each period indicated.

 

		For the Years Ended December 31,
		2015				2014				2013
Return on average assets			0.04	%			0.27	%			0.04	%
Return on average stockholders' equity			0.03				2.20				0.35
Dividend payout ratio			—				0.16				2.08
Average stockholders' equity to average total assets			12.14				12.22				12.25

 

Recent Accounting Developments. Please refer to Item 8. Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements - Note 1. Summary of Significant Accounting Policies for a discussion of recent accounting developments.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Bank strives to reach its strategic financial objectives through the effective management of market risk. Like many financial institutions, the Bank's most significant market risk exposure is interest rate risk. The Bank's primary goal in managing interest rate risk is to minimize the effect that changes in interest rates have on interest income and expense. This is accomplished through the active management of asset and liability portfolios, which includes the strategic pricing of assets and liabilities to maintain a balanced maturity mix of assets and liabilities. The goal of these activities is the development of maturity and re-pricing opportunities in the Bank's portfolios of assets and liabilities that will produce consistent net interest income during periods of changing interest rates. The Bank's Asset/Liability Committee (“ALCO”), made up of members of management and the Bank Board, monitors loan, investment, and liability portfolios to ensure comprehensive management of interest rate risk. These portfolios are analyzed to monitor fixed- and variable-rate mixes under several interest rate shock scenarios.

 

The asset/liability management process is intended to accomplish relatively stable net interest margins and liquidity by coordinating the amounts, maturities, or re-pricing opportunities of earning assets, deposits and borrowed funds. The ALCO has the responsibility to determine and achieve appropriate volumes and combinations of earning assets and interest-bearing liabilities, and ensure an adequate level of liquidity and capital, within the context of corporate performance objectives. The ALCO sets policy guidelines and establishes long-term strategies with respect to interest rate risk exposure and liquidity. The ALCO meets regularly to review the Bank's interest rate risk and liquidity positions in relation to present and prospective market and business conditions, and adopts balance sheet management strategies intended to ensure that the potential impact of earnings and liquidity as a result of fluctuations in interest rates is within acceptable guidelines.

 

As a financial institution, most of the Bank's assets and liabilities are monetary in nature. This differs greatly from most commercial and industrial companies’ balance sheets, which are comprised primarily of fixed assets or inventories. Movements in interest rates and actions the Federal Reserve takes to regulate the availability and cost of credit have a greater effect on a financial institution's profitability than do the effects of higher costs for goods and services. Through its balance sheet management function, which is monitored by the ALCO, the Bank believes it is positioned to respond to changing needs for liquidity, changes in interest rates and inflationary or deflationary trends.

 

The Bank engages an asset/liability management modeling firm to provide management with additional tools to evaluate interest rate risk and develop asset/liability management strategies. One tool used is a computer simulation model, which projects the Bank's performance under different interest rate scenarios. Analyses are prepared quarterly, which evaluate the Bank's performance in a base strategy that reflects the Bank's current year operating plan. Three interest rate scenarios (flat, rising and declining) are applied to the base strategy to determine the effect of changing

interest rates on net interest income. The December 31, 2015 analysis indicates that interest rate risk exposure over a twelve-month time horizon is within the guidelines established by the Bank's Board of Directors.

 

The table below measures the impact on net interest income of an immediate 200 bps change in interest rates over the 12 months following the interest rate change. The results indicate an adverse impact on earnings in the event that interest rates decrease 200 bps. However, with interest rates at historic lows, this scenario is considered by management to be improbable. Actual results could differ from these estimates.

 

December 31, 2015
			Economic Value of		Economic Value of
	Basis point change:		Equity		Equity Change %
	(200	)	14.94%		13.27%
	200		14.08%		6.75%
	No rate change		13.19%		N/A

 

December 31, 2014
			Economic Value of		Economic Value of
	Basis point change:		Equity		Equity Change %
	(200	)	14.71%		13.42%
	200		13.47%		3.86%
	No rate change		12.97%		N/A

 

 

The table below presents the Bank's ratio of cumulative rate sensitive assets to rate sensitive liabilities (Gap Ratio) as of December 31, 2015. This ratio measures an entity's balance sheet sensitivity to re-pricing assets and liabilities. A ratio over 1.0 indicates that an entity may be somewhat asset sensitive, and a ratio under 1.0 indicates that an entity may be somewhat liability sensitive.

 

Time Period		Cumulative Gap Ratio
< 1 year			1.20
1-3 years			0.99
3-5 years			1.07
5-15 years			1.32
Over 15 years			1.32

 

 

 

Item 8. Financial Statements

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders

M&F Bancorp, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheets of M&F Bancorp, Inc. and Subsidiary (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income (loss), changes in stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of M&F Bancorp, Inc. and Subsidiary as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

 

/s/Elliott Davis Decosimo, PLLC

 

Charlotte, North Carolina
March 16, 2016

 

 

 

CONSOLIDATED BALANCE SHEETS

 

		December 31,				December 31,
(Dollars in thousands)		2015				2014
ASSETS
Cash and cash equivalents:
Cash and due from banks		$	2,181			$	2,871
Interest-bearing cash			26,081				30,233
Federal funds sold			11				—
Total cash and cash equivalents			28,273				33,104
Interest-bearing time deposits			6,665				2,470
Investment securities available-for-sale, at fair value			79,941				69,703
Other invested assets			298				301
Loans, net of unearned income and deferred fees			164,849				175,088
Allowance for loan losses			(3,435	)			(3,440	)
Loans, net			161,414				171,648
Interest receivable			785				816
Bank premises and equipment, net			4,412				4,293
Cash surrender value of bank-owned life insurance			8,228				7,695
OREO			2,764				3,069
Deferred tax assets and taxes receivable, net			4,264				4,114
Other assets			1,206				1,172
TOTAL ASSETS		$	298,250			$	298,385
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Interest-bearing deposits		$	209,817			$	214,055
Noninterest-bearing deposits			44,883				41,805
Total deposits			254,700				255,860
Other borrowings			938				784
Other liabilities			6,388				5,163
Total liabilities			262,026				261,807
COMMITMENTS AND CONTINGENCIES (Notes 9, 10, 14 and 16)
Stockholders' equity:
Series B Preferred Stock-  $1,000 liquidation value per share, 11,735 shares authorized, issued and outstanding			11,731				11,729
Series C Junior Participating Preferred Stock-  $0.01 par  value, 21,000 shares authorized, no shares issued or outstanding			—				—
Common stock, no par value, 10,000,000 shares authorized; 2,031,337 shares issued and outstanding			8,732				8,732
Retained earnings			17,895				17,785
Accumulated other comprehensive loss			(2,134	)			(1,668	)
Total stockholders' equity			36,224				36,578
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	298,250			$	298,385

 

See notes to consolidated financial statements.

 

CONSOLIDATED STATEMENTS OF INCOME

 

		For the Years Ended
(Dollars in thousands except for share and per share data)		December 31,
		2015				2014
Interest income:
Loans, including fees		$	9,064			$	9,913
Investment securities available-for-sale, including dividends
Taxable			1,297				1,268
Tax-exempt			101				23
Interest-bearing time deposits			82				15
Other			69				67
Total interest income			10,613				11,286
Interest expense:
Deposits			709				693
Borrowings			8				6
Total interest expense			717				699
Net interest income			9,896				10,587
Less provision for loan losses			—				50
Net interest income after provision for loan losses			9,896				10,537
Noninterest income:
Service charges			1,138				1,118
Rental income			200				180
Cash surrender value of life insurance			233				205
Net realized gains on sales of investment securities available-for-sale			29				14
Gains on sales of repossessed assets			—				515
Other income			20				432
Total noninterest income			1,620				2,464
Noninterest expense:
Salaries and employee benefits			5,484				5,471
Occupancy and equipment			1,395				1,444
Directors' fees			213				213
Marketing			199				137
Professional fees			594				743
Information technology			907				910
FDIC deposit insurance			561				570
OREO expenses, net			485				319
Delivery expenses			146				161
Other			1,109				1,434
Total noninterest expense			11,093				11,402
Income before income taxes			423				1,599
Income tax expense			76				552
Net income			347				1,047
Less preferred stock dividends and accretion			(237	)			(237	)
Net income available to common stockholders		$	110			$	810
Basic and diluted earnings per share of common stock:		$	0.05			$	0.40
Weighted average shares of common stock outstanding:
Basic and diluted			2,031,337				2,031,337

 

See notes to consolidated financial statements.  

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

       

		For the Years Ended
		December 31,
(Dollars in thousands)		2015				2014
Net income		$	347			$	1,047
Other comprehensive loss:
Investment securities:
Unrealized holding gains (losses) on investment securities available-for-sale			(494	)			638
Tax effect			178				(242	)
Reclassification adjustments for net realized gains			(29	)			(14	)
Tax effect			12				5
Net of tax amount			(333	)			387
Defined benefit pension plans:
Net actuarial losses			(184	)			(988	)
Tax effect			51				357
Prior service cost			—				2
Tax effect			—				(1	)
Net of tax amount			(133	)			(630	)
Other comprehensive loss, net of tax			(466	)			(243	)
Comprehensive income (loss)		$	(119	)		$	804

 

See notes to consolidated financial statements    

 

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For the Years Ended December 31, 2015 and 2014  

 

																		Accumulated
		Number																Other
		of				Common				Preferred				Retained				Comprehensive
(Dollars in thousands except for share data)		Shares				Stock				Stock				Earnings				Loss				Total
Balances as of December 31, 2013			2,031,337			$	8,732			$	11,727			$	17,103			$	(1,425	)		$	36,137
Accretion of Series B preferred stock issuance costs			—				—				2				(2	)			—				—
Net income			—				—				—				1,047				—				1,047
Other comprehensive loss, net of tax			—				—				—				—				(243	)			(243	)
Dividends declared on preferred stock			—				—				—				(235	)			—				(235	)
Dividends declared on common stock ($0.063 per share)			—				—				—				(128	)			—				(128	)
Balances as of December 31, 2014			2,031,337			$	8,732			$	11,729			$	17,785			$	(1,668	)		$	36,578
Balances as of December 31, 2014			2,031,337			$	8,732			$	11,729			$	17,785			$	(1,668	)		$	36,578
Accretion of Series B preferred stock issuance costs			—				—				2				(2	)			—				—
Net income			—				—				—				347				—				347
Other comprehensive loss, net of tax			—				—				—				—				(466	)			(466	)
Dividends declared on preferred stock			—				—				—				(235	)			—				(235	)
Balances as of December 31, 2015			2,031,337			$	8,732			$	11,731			$	17,895			$	(2,134	)		$	36,224

 

See notes to consolidated financial statements  

CONSOLIDATED STATEMENTS OF CASH FLOWS   

 

		For the Years Ended
		December 31,
(Dollars in thousands)		2015				2014
Cash flows from operating activities:
Net income		$	347			$	1,047
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses			—				50
Depreciation and amortization			420				354
Gains on dispositions of repossessed assets			—				(515	)
Amortization of discounts/premiums on investment securities available-for-sale, net			416				684
Deferred income tax provision			90				172
Net gains on sales of investment securities available-for-sale			(29	)			(14	)
Increase in cash surrender value of bank-owned life insurance			(233	)			(205	)
Gains at foreclosure			(13	)			(51	)
Net gains on sales of OREO			(84	)			(61	)
Contribution of OREO			—				6
Writedowns of OREO			545				235
Net changes in:
Accrued interest receivable and other assets			(2	)			278
Other liabilities			1,041				(402	)
Net cash  provided by operating activities			2,498				1,578
Cash flows from investing activities:
Activity in available for sale securities:
Sales			19,860				1,470
Maturities and calls			28,660				10,965
Principal collections			8,215				13,417
Purchases			(67,883	)			(29,683	)
Purchases of interest bearing time deposits			(4,195	)			(2,470	)
FHLB stock purchases			—				(263	)
FHLB stock redemptions			3				351
Net decrease in loans			8,876				13,390
Purchases of bank premises and equipment			(539	)			(281	)
Disposal of bank premises and equipment			—				7
Proceeds from death benefit of bank-owned life insurance policies			—				201
Purchase of bank-owned life insurance policy			(300	)			(1,500	)
Proceeds from dispositions of repossessed assets			—				1,107
Proceeds from sales of OREO			1,215				725
Net cash provided by (used in)  investing activities			(6,088	)			7,436
Cash flows from financing activities:
Net decrease in deposits			(1,160	)			(4,067	)
Proceeds from other borrowings			357				146
Repayments of other borrowings			(203	)			(209	)
Cash dividends			(235	)			(363	)
Net cash used in financing activities			(1,241	)			(4,493	)
Net increase (decrease) in cash and cash equivalents			(4,831	)			4,521
Cash and cash equivalents as of the beginning of the period			33,104				28,583
Cash and cash equivalents as of the end of the period		$	28,273			$	33,104

 

See notes to consolidated financial statements.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED  

 

		For the Years Ended
		December 31,
(Dollars in thousands)		2015				2014
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during period for:
Interest		$	698			$	698
Income taxes			—				386
Noncash Transactions:
Loans transferred to OREO			1,358				891
Net unrealized gains (losses) on investment securities available-for-sale, net of deferred income tax			(333	)			387
Loans transferred to foreclosed assets			—				3
Accretion of Series B preferred stock issuance costs			2				2
Adjustments related to defined benefit plans, net of deferred income tax expense			(133	)			(630	)

 

See notes to consolidated financial statements.      

 

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations - M&F Bancorp, Inc. (the “Company”) is a bank holding company, and the parent company of Mechanics and Farmers Bank (the “Bank”), a state chartered commercial bank incorporated in North Carolina (“NC”) in 1907, which began operations in 1908. The Bank has seven branches in NC: two in Durham, two in Raleigh, and one each in Charlotte, Greensboro and Winston-Salem. The Company, headquartered in Durham, operates as a single business segment and offers a wide variety of consumer and commercial banking services and products almost exclusively in NC.

 

Basis of Presentation - The Consolidated Financial Statements include the accounts and transactions of the Company and the Bank, the wholly owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

Segment Reporting - Based on an analysis performed by the Company, management has determined that the Company only has one operating segment, which is commercial banking. The chief operating decision-maker uses consolidated results to make operating and strategic decisions, and therefore, the Company is not required to disclose any additional segment information.

 

Cash and Cash Equivalents - The cash and cash equivalents are comprised of highly liquid short-term investments that are carried at cost, which approximates market value, and cash held at the Federal Reserve Bank of Richmond ("FRB"). The Board of Governors of the Federal Reserve (the “Federal Reserve”) and banking laws in NC require banks to maintain average balances in relation to specific percentages of their customers' deposits as a reserve. As of December 31, 2015 and 2014, the Bank, held deposits as shown:

 

										Correspondent
										Bank
		Federal Reserve								Federal Funds
(Dollars in thousands)		Required Average				Excess				Sold				Core Deposits				Total
December 31, 2015		$	1,555			$	23,989			$	11			$	3,168			$	28,723
December 31, 2014		$	1,557			$	28,152			$	—			$	3,395			$	33,104

 

As of December 31, 2015 and 2014, the Bank held deposits of $30 thousand and $0.1 million, respectively, at other financial institutions in excess of the federally insured balances.

 

Interest-bearing Time Deposits in Banks – Interest-bearing time deposits in banks mature within five years and are carried at cost.

 

Investment Securities - Debt securities that the Company has the positive intent and ability to hold to maturity are classified as “held to maturity securities” and reported at amortized cost. Debt and equity securities that are bought and held principally for the purpose of selling in the near term are classified as “trading securities” and reported at fair value, with unrealized gains and losses included in consolidated earnings. Debt securities not classified as either held to maturity securities or trading securities, and equity securities not classified as trading securities, are classified as “available for sale securities” and reported at fair value, with unrealized gains and losses excluded from consolidated earnings and reported as a separate component of consolidated stockholders' equity and as an item of other comprehensive income. The unrealized gain or loss of a security is identified and removed from other comprehensive income when a security is sold, matured, or called. The initial classification of securities is determined at the date of purchase. Gains and losses on sales of investment securities, computed based on specific identification of the adjusted cost of each security, are included in noninterest income at the time of sale. Premiums and discounts on debt securities are recognized in interest income using the interest method over the period to maturity, or when the debt securities are called.

 

Declines in the fair value of individual held to maturity and available for sale securities below their costs that are other-than-temporary result in write-downs of the individual securities to their respective fair value. There were no credit write-downs in consolidated earnings as realized losses. Transfers of securities between classifications, of which there were none in 2015 or 2014, are accounted for at fair value. No securities were classified as trading or held to maturity as of December 31, 2015 and 2014.

 

Other Invested Assets - Other invested assets are investments in Federal Home Loan Bank of Atlanta (the “FHLB”) stock carried at historical cost, as adjusted for any other-than-temporary impairment loss. As of December 31, 2015 and 2014, the Company's investments in FHLB stock were $0.3 million.

 

Loans - Loans are stated at the amount of unpaid principal, net of deferred loan origination fees and costs. Loans (net) are reduced by the ALLL. Nonrefundable loan fees associated with the origination or acquisition of loans are deferred and recognized as an adjustment of the loan yield over the life of the loan using the effective interest method. Interest on loans is accrued on the daily balances of unpaid principal outstanding. Interest income is accrued and credited to income only if deemed collectible. Other loan fees and charges, representing service costs for the prepayment of loans, for delinquent payments, or for miscellaneous loan services, are recorded in income when collected.

 

Non-Performing Loans and Leases - Generally, all classes of loans and leases are placed on non-accrual status upon becoming contractually past due 90 days or more as to principal or interest (unless loans are adequately secured by collateral, are in the process of collection, and are reasonably expected to result in repayment), or where substantial doubt about full repayment of principal or interest is evident.

 

When a loan or lease is placed on non-accrual status, regardless of class, the accrued and unpaid interest receivable is reversed and the loan or lease is accounted for on the cash or cost recovery method until qualifying for return to accrual status. All payments received on non-accrual loans and leases are applied against the principal balance of the loan or lease. Loans may be returned to accrual status when all principal and interest amounts contractually due (including any arrearages) are reasonably assured of repayment within a reasonable period, the borrower has demonstrated payment performance for a minimum of six months in accordance with the original or revised contractual terms of the loan, and when doubt about repayment is resolved.

 

Generally, for all classes of loans and leases, a charge-off is recorded when it is probable that a loss has been incurred and when it is possible to determine a reasonable estimate of the loss. For all classes of commercial loans and leases, a charge-off is determined on a judgmental basis after due consideration of the debtor's prospects for repayment and the fair value of collateral. For closed-end consumer loans, the entire outstanding balance of the loan is charged-off during the month that the loan becomes 120 days past due as to principal or interest. Consumer loans with non- real estate collateral are written down to the value of the collateral, less estimated costs to sell, if repossession of collateral is assured and in process. For residential mortgage and home equity loan classes, a partial charge-off is recorded at 120 days past due as to principal or interest for the amount that the loan balance exceeds the fair value of the collateral less estimated costs to sell.

 

Impaired Loans - A loan is considered impaired when, based on current information and events, it is probable that the Company will not be able to collect all amounts due from the borrower in accordance with the original contractual terms of the loan, including scheduled interest payments. Impaired loans include all classes of commercial non-accruing loans and Troubled Debt Restructurings ("TDRs").

 

For all classes of commercial loans, a quarterly evaluation of specific individual commercial borrowers with identified weaknesses is performed to identify impaired loans. The identification of specific borrowers for review is based on a review of non-accrual loans as well as those loans specifically identified by management as exhibiting above average levels of risk.

 

When a loan has been identified as being impaired, the amount of impairment is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the estimated fair value of the collateral, less any selling costs, if the loan is collateral-dependent. If the measurement of the impaired loan is less than the recorded investment in the loan (including accrued interest, net of deferred loan fees or costs and unamortized premiums or discounts), impairment is recognized by creating or adjusting an existing allocation of the ALLL, or by recording a partial charge-off of the loan to its estimated fair value. Interest payments made on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest income may be accrued or recognized on a cash basis.

 

Loans Modified as a TDR - Loans are considered to have been modified as a TDR when the Company makes certain concessions to a borrower experiencing financial difficulty. Concessions to the borrower at modification may include interest rate reductions, principal or interest forgiveness, forbearance, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. Generally, a non-accrual loan that has been modified in a TDR remains on non-accrual status for a period of six months to demonstrate that the borrower is able to meet the terms of the modified loan. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period.

 

Income Recognition on Impaired and Nonaccrual Loans - Loans, including impaired loans, are generally classified as nonaccrual if they are past due as to maturity, or payment of principal or interest for a period of more than 90 days, unless such loans are well secured and in the process of collection. If a loan or a portion of a loan is classified as doubtful or is partially charged off, the loan is generally classified as nonaccrual. Loans that are on a current payment status or past due less than 90 days may also be classified as nonaccrual if full repayment of principal and/or interest is in doubt.

 

Loans may be returned to accrual status when all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment within a reasonable period of time, and the borrower has demonstrated payment performance for a minimum of six months in accordance with the contractual terms involving payments of cash or cash equivalents.

 

In the case where a nonaccrual loan had been partially charged-off, recognition of interest on a cash basis is limited to that which would have been recognized on the remaining loan balance at the contractual interest rate. Receipts in excess of that amount are recorded as recoveries to the allowance for loan losses until prior charged off balances have been fully recovered.

 

Reserve for Credit Losses - The Company's reserve for credit losses is comprised of two components, the allowance for loan losses and the reserve for unfunded commitments (the "Unfunded Reserve").

 

Allowances for Loan Losses - The ALLL is a valuation allowance, which is established through a provision for loan losses charged to expense. When management believes that the collectability of the principal is unlikely, loans are charged against the ALLL. Subsequent recoveries, if any, are credited to the ALLL.

 

The ALLL is management's estimate of probable losses that are inherent in the loan portfolio. The ALLL is based on regular quarterly assessments. The methodologies for measuring the appropriate level of the ALLL include the combination of a quantitative historical loss history by loan type and a qualitative analysis for loans not classified as impaired or TDRs, and a specific allowance method for impaired and TDR loans. The qualitative analysis is patterned after the guidelines provided under the Securities Exchange Commission (“SEC”) Staff Accounting Bulletin 102 and the Federal Financial Institutions Examination Council (“FFIEC”) Interagency Policy Statement on the Allowance for Loan and Lease Losses and include the following:

 

•

Changes in lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices;

•

Changes in national economic and business conditions and developments and the effect of unemployment on African Americans, who are the majority of our customers;

•

Changes in the nature and volume of the loan portfolio;

•

Changes in the experience, ability, and depth of lending management and staff;

•

Changes in trends of the volume and severity of past due and classified loans; and changes in trends in the volume of non-accrual loans, troubled debt restructurings and classified loans;

•

Changes in the quality of the loan review system and the degree of oversight by the Bank's Board of Directors;

•

The existence and effect of any concentrations of credit, and changes in the level of such concentrations; and

•

The effect of external factors such as competition and legal and regulatory requirements.

 

Management has developed, from historical loan and economic information, quantitative drivers for certain qualitative factors. Management has identified which factors, by nature, are subjective, such as lending policies, competition, and regulatory requirements. The quantitative drivers, to which different weights are assigned based on management's judgment, are reviewed and updated quarterly. The quantitative loss history was based on a five-year rolling look back at December 31, 2015, and previously on a four-year look back, history of losses incurred by different loan types within the loan portfolio. The change in methodology resulted in a $425 thousand increase in the ALLL at December 31, 2015.

 

A specific ALLL is established for loans identified as impaired or TDRs, based on significant conditions or circumstances related to the specific credits. The specific allowance amounts are determined by a method prescribed by Accounting Standards Codification (“ASC”) 310, Receivables. Loans identified as impaired are accounted for in accordance with one of three valuations: (i) the present value of future cash flows discounted at the loan's effective interest rate; (ii) the loan's observable market price, or (iii) the fair value of the collateral, if the loan is collateral dependent, less estimated liquidation costs. A loan is considered impaired when it is probable that not all amounts due (principal and interest) will be collectible according to the original contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. The significance of payment delays and payment shortfalls are considered on a loan-by-loan basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

 

For commercial business, faith-based non-profit, real estate and certain consumer loans, the measurement of loan impairment is based on the present value of the expected future cash flows, discounted at the loan's effective interest rate, or on the fair value of the loan's collateral if the loan is collateral dependent. Most consumer loans are smaller balance and homogeneous, and are evaluated for impairment on a collective basis, applying the quantitative loss history and the qualitative factors. Impairment losses are included in the ALLL through a charge to the provision for loan losses.

 

The Company uses several credit quality indicators to manage credit risk in an ongoing manner. The Company's risk rating system was developed to aid in the risk management process by grouping credits with similar risk profiles into pass, special mention, substandard or doubtful categories. Credit risk ratings are applied individually to all classes of loans and leases. Internal credit reviews and external contracted credit review examinations are used to determine and validate loan risk grades. The credit review system takes into consideration factors such as: borrower's background and experience; historical and current financial condition; credit history and payment performance; economic conditions and their impact on various industries; type, market value and volatility of the market value of collateral; lien position; and the financial strength of guarantors.

 

The process of assessing the adequacy of the ALLL is necessarily subjective. Further, and particularly in periods of economic downturns, it is reasonably possible that future credit losses may exceed historical loss levels and may also exceed management's current estimates of incurred credit losses inherent within the loan portfolio. As such, there can be no assurance that future loan charge-offs will not exceed management's current estimate of what constitutes a reasonable ALLL.

 

The Company and the Bank are subject to periodic examination by their federal and state regulators, and may be required by such regulators to recognize additions to the allowance for loan losses based on their assessment of credit information available to them at the time of their examinations.

 

Reserve for Unfunded Commitments - The Unfunded Reserve is a component of other liabilities and represents the estimate for probable credit losses inherent in unfunded commitments to extend credit. Unfunded commitments to extend credit include unfunded loans with available balances, new commitments to lend that are not yet funded, and standby and commercial letters of credit. The process used to determine the Unfunded Reserve is consistent with the process for determining the ALLL, as adjusted for estimated funding probabilities and historical five-year rolling look back quantitative loan loss factor for 2015 and four-year rolling look back quantitative loan loss factor for 2014. The look back period was extended during the fourth quarter of 2015 to capture a period of increased losses. The level of the Unfunded Reserve is adjusted by recording an expense or recovery in other noninterest expense. The balances of $10 thousand and $34 thousand for December 31, 2015 and 2014, respectively, were reflected in other liabilities on the Consolidated Balance Sheet.

 

Bank Premises and Equipment, Net - Premises and equipment are stated at cost less accumulated depreciation and amortization. For financial reporting purposes, depreciation and amortization are computed by the straight-line method and are charged to operations over the estimated useful lives of the assets, which range from 30-50 years for premises; generally 6-10 years for furniture and equipment, and 3-5 years for information technology equipment and software. Leasehold improvements are amortized over the terms of the respective leases or the useful lives of the improvements, whichever is shorter. Maintenance and repairs are charged to operations as incurred. The Bank reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. If the sum of the expected cash flows attributable to an asset is less than the stated amount of the asset, an impairment loss is recognized in the current period

and charged to operations. Upon disposition, the asset and related accumulated depreciation and/or amortization are relieved, and any gains or losses are reflected in operations.

 

Cash Surrender Value of Life Insurance - The Bank maintains life insurance on certain current and former officers and directors, of which the Bank is owner and beneficiary. The cash surrender value of the policies at December 31, 2015 and 2014 was $8.2 million and $7.7 million, respectively. Income from the policies and changes in the net cash surrender value, excluding additional purchases or withdrawals, are recorded in noninterest income.

 

OREO - OREO, which represents real estate acquired through foreclosure, or the transfer of the deed in lieu of foreclosure, in satisfaction of commercial and consumer real estate collateralized loans, is initially recorded at fair value less estimated holding and selling costs of the real estate. Loan balances in excess of the fair value of the real estate acquired at the date of the foreclosure are charged to the ALLL. Any subsequent operating expenses or income, reduction in estimated fair values, and gains or losses on disposition of such properties are charged or credited to non-interest income or non-interest expense. Valuations are periodically performed by management, and any subsequent write-downs due to the carrying value of a property exceeding its estimated fair value less estimated costs to sell are charged against other non-interest expense. As of December 31, 2015 and 2014, there was $2.8 million and $3.1 million, respectively, of foreclosed properties included in OREO on the Consolidated Balance Sheets of which $0.2 million and $0.9 million, respectively, were residential real estate; the remainder was commercial real estate. OREO included $0.2 million and $0.9 million of OREO excludes bank-owned property held for Company use at December 31, 2015 and 2014. At December 31, 2015 $0.5 million of loans collateralized by residential real estate were in the process of foreclosure.

 

Earnings Per Share - Earnings per share are calculated on the basis of the weighted average number of shares of common stock outstanding for the purpose of computing the basic earnings per share and the weighted average number of shares of common stock outstanding plus dilutive common stock equivalents, such as stock options, for the purpose of computing diluted earnings per share. As of December 31, 2015 and 2014, there were no stock options outstanding.

 

Advertising Costs - Advertising is expensed as incurred.

 

Income Taxes - Provisions for income taxes are based on amounts reported in the Consolidated Statements of Income (after exclusion of non- taxable income such as interest on state and municipal securities) and include changes in deferred income taxes. Deferred tax asset and liability balances reflect temporary differences at the tax rate expected to be in effect when taxes will become payable or receivable. Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements that will result in taxable or deductible amounts in future years. The effect of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if the Company determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, and the expected timing of the reversals of existing temporary differences and tax planning strategies.

 

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that ultimately would be sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more- likely-than not that the position will be sustained upon examination, including the resolution of appeals or litigation process, if any. The evaluation of a tax position taken is considered by itself and not offset or aggregated with other positions. Tax positions that meet the more-likely-than not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying Consolidated Balance Sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are recognized in income tax expense on the income statement. It is the Company's policy to recognize interest and penalties related to unrecognized tax liabilities within income tax expense in the statements of income. The Company does not have an accrual for uncertain tax positions as of December 31, 2015 and 2014, as deductions taken and benefits accrued are based on widely understood administrative practices and procedures and are based on tax law. The Company's federal and state income tax returns are subject to review and examination by government authorities.

 

Comprehensive Income (Loss) - Comprehensive income (loss) is the change in the Company's equity during the period from transactions and other events and circumstances from non-owner sources. Total comprehensive income (loss) consists of net income and other comprehensive (loss) income. The Company's other comprehensive (loss) income and accumulated other comprehensive loss are comprised of net unrealized gains and losses on certain investments in debt securities and post-retirement plans. Information concerning the Company’s other comprehensive (loss) income and accumulated comprehensive loss as of and for the years ended December 31, 2015 and 2014 are presented in the Consolidated Statements of Comprehensive Income.

 

Fair Values of Financial Instruments - Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 17. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Generally accepted accounting principles (“GAAP”) establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets (observable inputs) and the lowest priority to the Company's assumptions (unobservable inputs). GAAP requires fair value measurements to be separately disclosed by level within the fair value hierarchy. For assets and liabilities recorded at fair value, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when developing fair value measurements.

 

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available-for-sale investment securities are recorded at fair value on a recurring basis. Additionally, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets.

 

Under GAAP, the Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The Company did not have any changes in leveling inputs in 2013.

 

These levels are:

 

Level 1 — Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.

 

Level 2 — Valuations are obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal market for these securities is the secondary institutional markets and valuations are based on observable market data in those markets. Level 2 securities include U.S. Government agency securities (“U.S. Agencies”), U.S. Government sponsored residential mortgage backed securities (“MBS”) and State and Municipal Bonds (“Municipals”).

 

Level 3 — Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets.

 

Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Material estimates that are susceptible to change in the near term relate to the determination of the ALLL and the provision for loan losses, the evaluation of other-than-temporary impairment of investment securities, accounting for deferred tax assets and related valuation allowances, the determination of the fair values of investment securities and other accounting for incentive compensation, and post-retirement benefits. Actual results could differ from those estimates.

 

Significant Group Concentrations - Most of the Bank's activities are with customers located within the state of NC. The Bank does have concentrations with respect to loans to and deposits from faith-based non-profit organizations as outlined in Notes 6 and 8 to the Consolidated Financial Statements.

 

Mortgage Servicing Rights - Mortgage servicing rights are recognized as assets when mortgage loans are sold and the rights to service those loans are retained. Mortgage servicing rights are initially recorded at fair value by using a discounted cash flow model to calculate the present value of estimated future net servicing income.

 

The Company's mortgage servicing rights accounted for under the amortization method are initially recorded at fair value. The Company obtains an annual appraisal of its mortgage servicing rights and adjusts the carrying value accordingly. During the year, the carrying value is amortized based on the year-end appraisal to total serviced mortgage balances outstanding as of quarter end.

 

New Accounting Pronouncements –

 

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect this guidance to have a material effect on its financial statements.

 

In August 2014, the FASB issued guidance that is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements, management will need to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the organization’s ability to continue as a going concern within one year after the date that the financial statements are issued. The amendments will be effective for the Company for annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company does not expect these amendments to have a material effect on its financial statements.

 

In January 2015, the FASB issued guidance that eliminated the concept of extraordinary items from GAAP. Existing GAAP required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments will eliminate the requirements for reporting entities to consider whether an underlying event or transaction is extraordinary, however, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments may be applied either prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not expect these amendments to have a material effect on its financial statements.

 

In February 2015, the FASB issued guidance, which amends the consolidation requirements and significantly changes the consolidation analysis required under GAAP. Although the amendments are expected to result in the deconsolidation of many entities, the Company will need to reevaluate all its previous consolidation conclusions. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted (including during an interim period), provided that the guidance is applied as of the beginning of the annual period containing the adoption date. The Company does not expect these amendments to have a material effect on its financial statements.

In April 2015, the FASB issued guidance which provides a practical expedient that permits the Company to measure defined benefit plan assets and obligations using the month-end that is closest to the Company’s fiscal year-end. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company does not expect these amendments to have a material effect on its financial statements.

 

In August 2015, the FASB deferred the effective date of ASU 2014-09, Revenue from Contracts with Customers. As a result of the deferral, the guidance in ASU 2014-09 will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a modified retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.

In August 2015, the FASB issued amendments to the “Interest” topic of the ASC to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements. The amendments were effective upon issuance. The Company does not expect these amendments to have a material effect on its financial statements.

 

In November 2015, the FASB amended the Income Taxes topic of the Accounting Standards Codification simplify the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted as of the beginning of an interim or annual reporting period. The Company will apply the guidance prospectively. The Company does not expect these amendments to have a material effect on its financial statements.

In January 2016, the FASB amended the “Financial Instruments” topic of the ASC to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company will apply the guidance by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values will be applied prospectively to equity investments that exist as of the date of adoption of the amendments. The Company does not expect these amendments to have a material effect on its financial statements.

 

Other accounting standards that have been issued or proposed 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 or cash flows.

 

2. INVESTMENT SECURITIES

 

The main objectives of our investment strategy are to provide a source of liquidity while managing our interest rate risk, and to generate an adequate level of interest income without taking undue risks. Our investment policy permits investments in various types of securities, certificates of deposit and federal funds sold in compliance with various restrictions in the policy. As of December 31, 2015 and 2014 all investment securities were classified as available for sale.

 

Our available-for-sale securities totaled $79.9 million and $69.7 million as of December 31, 2015 and 2014, respectively. In the normal course of business, the Company pledges securities to the FRB and to public housing authorities in NC and the NC Department of State Treasurer (“State Treasurer”) as collateral for public deposits. The following table shows the amounts pledged:

 

(Dollars in thousands)		December 31, 2015				December 31, 2014
Pledged to FRB		$	830			$	1,008
Pledged for public housing			2,886				3,816
Pledged to the State Treasurer			19,643				18,115

 

Our investment portfolio consists of the following securities:

 

•

U.S. Agencies

•

MBS, and

•

Municipals

 

 

The amortized cost, gross unrealized gains and losses and fair values of investment securities at December 31, 2015 and 2014 were:

 

(Dollars in thousands)		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
December 31, 2015
U.S. Agencies		$	30,681			$	2			$	(250	)		$	30,433
MBS
Residential			41,323				20				(409	)			40,934
Municipals
North Carolina			8,489				98				(13	)			8,574
Total		$	80,493			$	120			$	(672	)		$	79,941
December 31, 2014
U.S. Agencies		$	12,373			$	26			$	(60	)		$	12,339
MBS
Residential			56,350				281				(276	)			56,355
Municipals			1,009				9				(9	)			1,009
Total		$	69,732			$	316			$	(345	)		$	69,703

 

Sales and calls of securities available for sale for the year ended December 31, 2015 and December 31, 2014 resulted in aggregate gross realized gains of $205 thousand and none, respectively, and gross realized losses of $176 thousand and none, respectively.

 

The amortized cost and estimated market values of securities as of December 31, 2015 and 2014 by contractual maturities with the exception of MBS, which reflects projected cash flow streams, are shown below. Actual maturities may differ, because borrowers may have the right to call or prepay MBS, collateralized mortgage obligations, agency securities, and municipal bonds with or without call or prepayment penalties. Certain mortgage-backed securities have adjustable interest rates and will reprice within the various maturity ranges. These repricing schedules are not reflected in the table below.

 

(Dollars in thousands)		As of December 31, 2015
		Fair Value				Amortized Cost
U.S. Agencies
Due within one year		$	3,481			$	3,500
Due after one year through five years			21,998				22,181
Due after five years through ten years			4,954				5,000
Total US government agencies		$	30,433			$	30,681
MBS
Residential
Due within one year		$	5,750			$	5,812
Due after one year through five years			15,526				15,672
Due after five years through ten years			11,387				11,480
Due after ten years			8,271				8,359
Total government sponsored MBS		$	40,934			$	41,323
Municipals
Due within one year		$	262			$	260
Due after one year through five years			738				738
Due after five years through ten years			7,169				7,091
Due after ten years			405				400
Total municipal bonds		$	8,574			$	8,489

 

 

(Dollars in thousands)		As of December 31, 2014
		Fair Value				Amortized Cost
U.S. Agencies
Due within one year		$	2,498			$	2,499
Due after one year through five years			7,887				7,874
Due after five years through ten years			1,954				2,000
Total US government agencies		$	12,339			$	12,373
MBS
Residential
Due within one year		$	10,114			$	10,139
Due after one year through five years			24,003				24,018
Due after five years through ten years			13,803				13,771
Due after ten years			8,435				8,422
Total government sponsored MBS		$	56,355			$	56,350
Municipals
Due within one year		$	162			$	161
Due after one year through five years			268				260
Due after five years through ten years			579				588
Total municipal bonds		$	1,009			$	1,009

 

As of December 31, 2015 and December 31, 2014, the fair value of securities with gross unrealized losses by length of time that the individual securities have been in an unrealized loss position is as follows:

 

(Dollars in thousands)		Less Than 12 Months								12 Months or Greater								Total
		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
December 31, 2015
U.S. Agencies		$	27,060			$	(237	)		$	987			$	(13	)		$	28,047			$	(250	)
MBS
Residential			24,369				(193	)			9,970				(216	)			34,339				(409	)
Municipals			1,405				(13	)			—				—				1,405				(13	)
Total		$	52,834			$	(443	)		$	10,957			$	(229	)		$	63,791			$	(672	)

 

(Dollars in thousands)		Less Than 12 Months								12 Months or Greater								Total
		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
December 31, 2014
U.S. Agencies		$	5,982			$	(14	)		$	1,954			$	(46	)		$	7,936			$	(60	)
MBS
Residential			12,594				(73	)			13,476				(203	)			26,070				(276	)
Municipals			—				—				579				(9	)			579				(9	)
Total		$	18,576			$	(87	)		$	16,009			$	(258	)		$	34,585			$	(345	)

 

 

All securities owned as of December 31, 2015 and December 31, 2014 were investment grade. The Company evaluates securities for other-than- temporary impairment, at least on a quarterly basis. Consideration is given to the financial condition and near-term prospects of the issuer, the length of time and extent to which the fair value has been less than cost, and our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. As of December 31, 2015 and 2014, the Company held 71 and 59 investment positions, respectively, with unrealized losses of $672 thousand and $345 thousand, respectively. These investments were in U.S. Agencies, MBS and municipals. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. Management has determined that all declines in the market value of available for sale securities are not other-than-temporary, and will not be likely required to sell.

 

3. FHLB STOCK

 

To be a member of the FHLB System, the Bank is required to maintain an investment in capital stock of the FHLB in an amount equal to 0.09% during 2015 and 2014 of its total assets as of December 31 of the prior year (up to a maximum of $15.0 million), plus 4.5% of its outstanding FHLB advances. The carrying value of FHLB stock, which is included in other invested assets, as of December 31, 2015 and 2014 was $0.3 million. No ready

market exists for the FHLB stock, and it has no quoted market value, however, management believes that the cost approximates the market value as of December 31, 2015 and 2014. Management has reviewed its investment in FHLB stock for impairment and does not believe it is impaired as of December 31, 2014 or 2013. The FHLB of Atlanta in which the Company owns stock has been profitable in each of the years ended December 31, 2015 and 2014.

 

4. RECONCILIATIONS OF BASIC AND DILUTED EARNINGS PER SHARE (“EPS”)

 

Basic EPS is computed by dividing net income after preferred stock dividends by the weighted average number shares of common stock outstanding for the period. Basic EPS excludes the dilutive effect that could occur if any options or warrants to purchase shares of common stock were exercised. Diluted EPS is computed by dividing net income by the sum of the weighted average number of shares of common stock outstanding for the period plus the number of additional shares of common stock that would have been outstanding if the potentially dilutive common shares had been issued. There are no stock options or warrants outstanding for any of the periods being reported.

 

5. ACCUMULATED OTHER COMPREHENSIVE LOSS

 

Comprehensive income (loss) includes net income and all other changes to the Company's equity, with the exception of transactions with stockholders. The Company's other comprehensive loss and accumulated other comprehensive loss are comprised of unrealized gains and losses on certain investments in debt securities and defined benefit plan adjustments.

 

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT

For the Years Ended December 31, 2015 and 2014

 

(Dollars in thousands)

 

		Unrealized Gains and Losses on Available-for- Sale Securities				Defined Benefit Pension Items				Total
Balance as of December 31, 2013		$	(404	)		$	(1,021	)		$	(1,425	)
Other comprehensive income (loss) before reclassifications			396				(631	)			(235	)
Amounts reclassified from accumulated other comprehensive income (loss)			(9	)			1				(8	)
Net current-period other comprehensive income (loss)			387				(630	)			(243	)
Balance as of December 31, 2014		$	(17	)		$	(1,651	)		$	(1,668	)
Balance as of December 31, 2014		$	(17	)		$	(1,651	)		$	(1,668	)
Other comprehensive loss before reclassifications			(316	)			(133	)			(449	)
Amounts reclassified from accumulated other comprehensive loss			(17	)			—				(17	)
Net current-period other comprehensive loss			(333	)			(133	)			(466	)
Balance as of December 31, 2015		$	(350	)		$	(1,784	)		$	(2,134	)
All amounts are net of tax.

 

RECLASSIFICATION ADJUSTMENTS FROM ACCUMULATED OTHER COMPREHENSIVE LOSS

 

		For the Years Ended December 31,
(Dollars in thousands)		2015				2014
Detail about Acumulated Other Comprehensive Loss Components		Amount Reclassified from Accumulated Other Comprehensive Loss				Amount Reclassified from Accumulated Other Comprehensive Loss
Net unrealized holding gains - investment securities available-for-sale		$	(29	)		$	(14	)
Income tax expense			12				5
Total, net of tax			(17	)			(9	)
Amortization of defined benefit pension			—				2
Income tax expense			—				(1	)
Total, net of tax			—				1
Total reclassifications for the period		$	(17	)		$	(8	)

 

6. LOANS AND ALLL

 

The ALLL is management's estimate of losses inherent in the loan portfolio. The provision for loan losses is the amount charged against earnings to establish an adequate ALLL. Loan losses and recoveries are charged to or credited to the ALLL, rather than reported as a direct expense or recovery. The loan portfolio is segmented into three parts for the ALLL calculation: impaired commercial loans and smaller balance homogenous loans in the process of foreclosure, TDRs (collectively referred to as "impaired loans"), and all other loans.

 

For all classes of commercial loans, a quarterly evaluation of specific individual borrowers is performed to identify impaired loans. The identification of specific borrowers for review is based on a review of non-accrual loans as well as those loans specifically identified by management as exhibiting above average levels of risk through the loan classification process. The ALLL attributed to impaired loans and TDRs considers all available evidence based on significant conditions or circumstances related to the specific credits. The specific allowance amounts are determined by a method prescribed by ASC 310. The loans identified as impaired and TDRs are accounted for in accordance with one of three valuations: (i) the present value of future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price, or (iii) the fair value of the collateral, if the loan is collateral dependent, less estimated liquidation costs. Factors considered by management in determining impairment include payment status, collateral value, alternate use of special purpose real estate which could adversely impact resale, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. The significance of payment delays and payment shortfalls are considered on a loan-by-loan basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Interest payments made on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest income may be accrued or recognized on a cash basis.

 

Most consumer loans are evaluated for impairment on a collective basis, because these loans are for smaller balances and are homogeneous. Any loans, including commercial loans, not specifically identified as impaired or TDRs, are collectively evaluated and segmented by loan type, applying two factors: the quantitative loss history by loan type for the previous five year periods at December 31, 2015, previously four year periods at December 31, 2014, compared to average loans outstanding for the same period (the "quantitative factor"), and a qualitative factor that is comprised of quantitatively-driven calculations based on historical data, and subjective factors (the "qualitative factors"). The change in methodology resulted in a $425 thousand increase in the ALLL at December 31, 2015. The quantitative portion of the ALLL is adjusted for qualitative factors to account for model imprecision and to incorporate the range of probable outcomes inherent in the estimates used for the allowance.

 

The quantitative factor by loan type is applied against the unimpaired loan balances and smaller-balance homogenous impaired loans not in the process of foreclosure for which there is no specific reserve to determine the quantitative reserve. The qualitative factors, including (i) policy underwriting, charge-off and collection, (ii) national and local economic conditions, (iii) nature and volume of the portfolio, (iv) experience, ability, and depth of lending team, (v) trends of past due, classified loans, and restructurings, (vi) quality of loan review and board oversight, (vii) existence, levels, and effect of loan concentrations and (viii) effects of external factors such as competition and regulatory oversight, are adjusted quarterly based on historical information for any quantifiable factors and qualitative judgments for subjective factors (those considered subjective are policy, underwriting, experience, ability and depth of lending team, quality of loan review and board oversight, and effects of external factors), and applied in total to each loan balance by loan type. The Company continues to enhance its modeling of the portfolio and underlying risk factors through quarterly analytical reviews with the goal of ensuring it captures all pertinent factors contributing to risk of loss inherent in the loan portfolio. Under ASC 310, the non-homogenous impaired loans, homogenous small balance real estate secured loans in process of foreclosure for which the value is less than the loan principal balance, and TDRs, are reviewed individually for impairment.

 

The process of assessing the adequacy of the ALLL is inherently subjective. Further, and particularly in terms of economic downturns, it is reasonably possible that future credit losses may exceed historical loss levels and may also exceed management’s current estimates of incurred

credit losses inherent within the loan portfolio. As such, there can be no assurance that future loan charge-offs will not exceed management’s current estimate of what constitutes a reasonable allowance for loan losses.

 

The Company and the Bank are subject to periodic examination by their federal and state banking regulators, and may be required by their regulators to recognize additions to the allowance for loan losses based on their assessment of credit information available to them at the time of their examinations.

 

As of December 31, 2015 and December 31, 2014, the ALLL was $3.4 million, which represented approximately 2.08% and 1.96% of loans outstanding, net of unearned income and deferred costs ("net loans outstanding"), on those respective dates. Loans decreased $10.2 million from December 31, 2014 to December 31, 2015, impaired loans decreased $3.8 million over the same period; however, the reserve allocated for impaired loans individually evaluated increased by $355 thousand over the same period. The large increase in reserve for impaired loans was primarily attributable to one borrower with two commercial real estate secured loans. As of December 31, 2015, the total loans collectively evaluated totaled $138.4 million compared to $144.8 million at December 31, 2014. The corresponding allowance for loans collectively reviewed for impairment totaled $2.8 million and $3.2 million at December 31, 2015 and December 31, 2014, respectively. Net charge-offs totaled $5 thousand and $103 thousand for the years ended December 31, 2015 and December 31, 2014, respectively.

 

Of the non-accruing loans totaling $5.0 million at December 31, 2015, 0.30% are secured by faith-based non-profit real estate, 99.70% are secured by real estate excluding faith-based non-profit. Management believes loans secured by real estate lessen the risk of loss. TDRs in compliance with the modified terms totaled $21.6 million or 88.57% at December 31, 2015. GAAP does not provide specific guidance on when a loan may be returned to accrual status. Federal banking regulators have provided guidance that interest on impaired loans, including TDRs, should only be recorded when there has been a sustained period of repayment performance, the loan is well secured, and collection under any revised term is assessed as probable. The Company evaluates impaired and TDR performance under the banking guidelines and returns loans to accruing after a sustained period of repayment performance.

 

Loans are generally placed on non-accrual status when the scheduled payments reach 90 days past due. Loans are charged-off, with Board of Director approval, when the Chief Credit Officer and his staff determine that all reasonable means of collection of the outstanding balances, except foreclosure, have been exhausted. The Company continues its collection efforts subsequent to charge-off, which historically has resulted in some recoveries each year.

 

 

 

 

The composition of the loan portfolio, net of deferred fees and costs, by loan classification as of December 31, 2015 and 2014:

 

(Dollars in thousands)		December 31, 2015				December 31, 2014
Commercial		$	7,540			$	7,253
Commercial real estate:
Construction			9,618				2,557
Owner occupied			18,941				18,013
Other			15,481				19,493
Faith-based non-profit:
Construction			4,800				6,156
Owner occupied			78,228				84,499
Other			2,427				4,707
Residential real estate:
First mortgage			16,467				18,995
Multifamily			2,701				3,001
Home equity			3,249				4,124
Construction			122				506
Consumer			1,035				1,232
Other loans			4,240				4,552
Loans, net of deferred fees			164,849				175,088
ALLL			(3,435	)			(3,440	)
Loans, net of ALLL		$	161,414			$	171,648

  

The Bank has a concentration of loans to faith-based non-profit organizations, in which the Bank has specialized lending experience. At December 31, 2015, the percentage of loans in this segment, which included construction, owner occupied real estate secured, and other loans, comprised 51.84% of the total loan portfolio. The reserve allocated for these loans is 35.78% of the total ALLL. Historically the Bank has experienced low levels of loan losses in this segment; however, repayment of these loans is generally dependent on voluntary contributions, some of which have been adversely affected by the economic downturn.

 

Management has identified its loan-related disclosure classifications in its financial reports to present portfolio segments. A portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its ALLL. The following tables present the reported investment in loans, net of deferred fees and costs, by portfolio segment and based on impairment method and related ALLL as of December 31, 2015 and December 31, 2014, respectively:

 

		December 31, 2015
										Faith
										Based
						Commercial				Non-				Residential								Other
(Dollars in thousands)		Commercial				Real Estate				Profit				Real Estate				Consumer				Loans				Unallocated				Total
ALLL:
Ending ALLL balance attributable to loans:
Individually evaluated for impairment		$	—			$	303			$	261			$	67			$	—			$	—			$	—			$	631
Collectively evaluated for impairment			329				536				968				343				21				229				378				2,804
Total ending ALLL balance		$	329			$	839			$	1,229			$	410			$	21			$	229			$	378			$	3,435
Loans:
Loans individually evaluated for impairment		$	—			$	7,517			$	16,325			$	2,579			$	—			$	—			$	—			$	26,421
Loans collectively evaluated for impairment			7,540				36,523				69,130				19,960				1,035				4,240				—				138,428
Total ending loans balance		$	7,540			$	44,040			$	85,455			$	22,539			$	1,035			$	4,240			$	—			$	164,849

 

 

		December 31, 2014
										Faith
										Based
						Commercial				Non-				Residential								Other
(Dollars in thousands)		Commercial				Real Estate				Profit				Real Estate				Consumer				Loans				Unallocated				Total
ALLL:
Ending ALLL balance attributable to loans:
Individually evaluated for impairment		$	—			$	11			$	6			$	259			$	—			$	—			$	—			$	276
Collectively evaluated for impairment			353				568				1,228				426				28				265				296				3,164
Total ending ALLL balance		$	353			$	579			$	1,234			$	685			$	28			$	265			$	296			$	3,440
Loans:
Loans individually evaluated for impairment		$	—			$	9,012			$	16,807			$	4,450			$	—			$	—			$	—			$	30,269
Loans collectively evaluated for impairment			7,253				31,051				78,555				22,176				1,232				4,552				—				144,819
Total ending loans balance		$	7,253			$	40,063			$	95,362			$	26,626			$	1,232			$	4,552			$	—			$	175,088

 

		For the Year Ended December 31, 2015
										Faith-
										Based				Residential
						Commercial				Non-				Real								Other
(Dollars in thousands)		Commercial				Real Estate				Profit				Estate				Consumer				Loans				Unallocated				Total
ALLL:
Total ending ALLL balances as of December 31, 2014		$	353			$	579			$	1,234			$	685			$	28			$	265			$	296			$	3,440
For the year ended December 31, 2015
Charge-offs			(3	)			—				—				(7	)			(2	)			(18	)			—				(30	)
Recoveries			—				—				—				20				1				4				—				25
Provision for loan losses			(21	)			260				(5	)			(288	)			(6	)			(22	)			82				—
Total ending ALLL balances as of December 31, 2015		$	329			$	839			$	1,229			$	410			$	21			$	229			$	378			$	3,435

 

 

		For the Year Ended December 31, 2014
										Faith-
										Based				Residential
						Commercial				Non-				Real								Other
(Dollars in thousands)		Commercial				Real Estate				Profit				Estate				Consumer				Loans				Unallocated				Total
ALLL:
Total ending ALLL balances as of December 31, 2013		$	184			$	808			$	1,883			$	493			$	19			$	106			$	—			$	3,493
For the year ended December 31, 2014
Charge-offs			—				—				—				(78	)			(35	)			(21	)			—				(134	)
Recoveries			—				—				—				22				1				8				—				31
Provision for loan losses			169				(229	)			(649	)			248				43				172				296				50
Total ending ALLL balances as of December 31, 2014		$	353			$	579			$	1,234			$	685			$	28			$	265			$	296			$	3,440

 

 

The following tables show impaired loans with and without valuation allowances as of December 31, 2015 and 2014:

 

		December 31, 2015
														Interest
		Unpaid												Earned				Average
		Principal				Recorded				ALLL				For the				Recorded
(Dollars in thousands)		Balance				Investment				Allocated				Year				Investment
With no related allowance recorded:
Commercial		$	—			$	—			$	—			$	—			$	—
Commercial real estate:
Construction			—				—				—				—				137
Owner occupied			68				68				—				7				59
Other			2,813				2,815				—				85				3,685
Faith based non-profit:
Construction			—				—				—				—				—
Owner occupied			5,413				5,426				—				230				5,197
Other			—				—				—				—				—
Residential real estate:
First mortgage			1,926				1,898				—				24				2,211
Multifamily			—				—				—				—				—
Home equity			338				338				—				10				140
Construction			—				—				—				—				—
Consumer			—				—				—				—				1
Impaired loans with no allowance recorded		$	10,558			$	10,545			$	—			$	356			$	11,430
With an allowance recorded:
Commercial		$	—			$	—			$	—			$	—			$	1
Commercial real estate:
Construction			—				—				—				—				172
Owner occupied			4,637				4,677				303				190				4,712
Other			—				—				—				—				18
Faith based non-profit:
Construction			—				—				—				—				—
Owner occupied			10,912				10,983				261				567				11,583
Other			—				—				—				—				—
Residential real estate:
First mortgage			343				343				67				2				775
Multifamily			—				—				—				—				—
Home equity			—				—				—				—				39
Construction			—				—				—				—				—
Consumer			—				—				—				—				—
Impaired loans with allowance recorded		$	15,892			$	16,003			$	631			$	759			$	17,300
Total impaired loans		$	26,450			$	26,548			$	631			$	1,115			$	28,730

 

		December 31, 2014
														Interest
		Unpaid												Earned				Average
		Principal				Recorded				ALLL				For the				Recorded
(Dollars in thousands)		Balance				Investment				Allocated				Year				Investment
With no related allowance recorded:
Commercial		$	—			$	—			$	—			$	—			$	—
Commercial real estate:
Construction			77				78				—				6				186
Owner occupied			42				42				—				16				2,818
Other			3,855				3,872				—				100				3,017
Faith based non-profit:
Construction			—				—				—				—				—
Owner occupied			9,744				9,764				—				558				9,937
Other			—				—				—				—				40
Residential real estate:
First mortgage			2,894				2,881				—				172				2,717
Multifamily			—				—				—				—				—
Home equity			20				20				—				2				70
Construction			—				—				—				—				—
Consumer			—				—				—				—				8
Impaired loans with no allowance recorded		$	16,632			$	16,657			$	—			$	854			$	18,793
With an allowance recorded:
Commercial		$	—			$	—			$	—			$	—			$	—
Commercial real estate:
Construction			278				279				1				23				176
Owner occupied			4,760				4,800				10				200				1,164
Other			—				—				—				—				1,714
Faith based non-profit:
Construction			—				—				—				—				—
Owner occupied			7,063				7,361				6				327				6,801
Other			—				—				—				—				—
Residential real estate:
First mortgage			1,426				1,427				242				76				644
Multifamily			—				—				—				—				—
Home equity			145				145				17				6				112
Construction			—				—				—				—				—
Consumer			—				—				—				—				—
Impaired loans with allowance recorded		$	13,672			$	14,012			$	276			$	632			$	10,611
Total impaired loans		$	30,304			$	30,669			$	276			$	1,486			$	29,404

 

The recorded investment in loan balance is net of deferred fees and costs, and partial charge-offs, where applicable.

 

 

The Bank modifies certain loans and provides a concession such as a reduced rate, extended terms, or reduction of principal and/or interest, in a TDR where the borrowers are experiencing financial difficulties. These concessions typically result from loss mitigation recommendations developed by the Bank's problem loan team. Concessions could include reductions in below market interest rates, payment extensions, forbearance or other actions. TDRs are generally classified as nonperforming at the time of restructuring and may only be returned to performing status after considering the borrower's sustained repayment performance for a reasonable period, generally six months.

 

When loans are modified as TDRs, the Bank evaluates each loan for any possible impairment based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, except when the repayment source is expected to be the liquidation of underlying collateral, in which cases the Bank uses the fair value of the collateral, less selling costs, instead of discounted cash flows. If the Bank determines that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance allocation or a charge-off to the allowance.

 

The Bank completed three TDR modifications within the year ended December 31, 2015. All of the TDRs were secured by first mortgage residential real estate. Of the three loans restructured during the year ended December 31, 2015, one loan totaling $66 thousand was not in compliance with the restructured terms. There were no new TDR modifications during 2014. Based upon financial analysis and the fair value of collateral, the Bank allocated $0.6 million and $0.9 million of specific reserves for TDRs at December 31, 2015 and 2014, respectively.

 

The following table presents details of TDR loans that were restructured during the year ended December 31, 2015:

 

		TDR Modifications
		For the Year Ended December 31, 2015
						Pre-modification Outstanding				Post-modification Outstanding
(Dollars in thousands)		Number of loans				Recorded Investment				Recorded Investment
Below market interest rates:
Residential real estate:
First mortgage			2			$	129			$	125
Extended payment terms:
Residential real estate:
First mortgage			1				129				127
Total			3			$	258			$	252

  

The following table presents loans modified as TDRs with a payment default occurring within 12 months of the restructure date, during the years ended December 31, 2015 and 2014:

 

		During the Years Ended
		December 31, 2015								December 31, 2014
		Default								Default
		Number of				Recorded				Number of				Recorded
(Dollars in thousands)		Loans				Investment				Loans				Investment
Below market interest rate and extended payment terms			—			$	—				—			$	—
Below market interest rate			1				66				—				—
Extended payment terms			—				—				—				—
Total			1			$	66				—			$	—

 

 

The following tables present the recorded investment in non-accrual and loans past due over 90 days still on accrual by class of loans as of December 31, 2015 and 2014:

 

										90 Days
										or More
										Past Due
December 31, 2105										Still
(Dollars in thousands)		Non-accrual				Number				Accruing				Number
Commercial		$	—				—			$	—				—
Commercial real estate:
Construction			—				—				—				—
Owner occupied			—				—				—				—
Other			2,513				2				—				—
Faith-based non-profit:
Construction			—				—				—				—
Owner occupied			15				1				356				3
Other			—				—				—				—
Residential real estate:
First mortgage			2,154				36				—				—
Multifamily			—				—				—				—
Home equity			338				5				—				—
Construction			—				—				—				—
Consumer			—				—				—				—
Other loans			—				—				—				—
Total		$	5,020				44			$	356				3

 

 

										90 Days
										or More
										Past Due
December 31, 2014										Still
(Dollars in thousands)		Non-accrual				Number				Accruing				Number
Commercial		$	—				—			$	—				—
Commercial real estate:
Construction			—				—				—				—
Owner occupied			42				1				—				—
Other			2,860				3				771				1
Faith-based non-profit:
Construction			—				—				—				—
Owner occupied			133				2				541				2
Other			—				—				15				1
Residential real estate:
First mortgage			2,720				33				1,696				8
Multifamily			—				—				—				—
Home equity			165				7				—				—
Construction			—				—				—				—
Consumer			—				—				—				1
Other loans			—				—				—				—
Total		$	5,920				46			$	3,023				13

 

Non-accrual loans and loans past due over 90 days still on accrual include both smaller balance homogenous loans that are collectively evaluated for impairment and individually classified impaired loans. Loans from which principal or interest is in default for 90 days or more are classified as a non-accrual unless they are well secured and in process of collection. Loans past due over 90 days still accruing were matured loans that were well secured and in process of collection. Borrowers have continued to make payments on these loans while administrative and legal due processes are proceeding which will enable the Bank to extend or modify maturity dates.

 

Unrecognized income on non-accrual loans as of December 31, 2015 and December 31, 2014 was $0.1 million and $0.3 million, respectively, representing a decrease of $0.2 million in the most recent year.

 

The following tables present loans not past due, and the aging of past due loans as of December 31, 2015 and 2014 by class of loans:

 

										90 Days
December 31, 2015		30-59 Days				60-89 Days				Or More				Total Past
(Dollars in thousands)		Past Due				Past Due				Past Due				Due				Current				Total
Commercial		$	—			$	—			$	—			$	—			$	7,540			$	7,540
Commercial real estate:
Construction			40				—				—				40				9,578				9,618
Owner occupied			397				—				—				397				18,544				18,941
Other			—				71				—				71				15,410				15,481
Faith-based non-profit:
Construction			—				—				—				—				4,800				4,800
Owner occupied			237				—				355				592				77,636				78,228
Other			—				—				—				—				2,427				2,427
Residential real estate:
First mortgage			688				161				1,377				2,226				14,241				16,467
Multifamily			17				—				—				17				2,684				2,701
Home equity			129				—				206				335				2,914				3,249
Construction			122				—				—				122				—				122
Consumer			—				—				—				—				1,035				1,035
Other loans			3				—				—				3				4,237				4,240
Total		$	1,633			$	232			$	1,938			$	3,803			$	161,046			$	164,849

 

										90 Days
December 31, 2014		30-59 Days				60-89 Days				Or More				Total Past
(Dollars in thousands)		Past Due				Past Due				Past Due				Due				Current				Total
Commercial		$	3			$	—			$	—			$	3			$	7,250			$	7,253
Commercial real estate:
Construction			—				—				—				—				2,557				2,557
Owner occupied			69				321				42				432				17,581				18,013
Other			25				1,188				3,602				4,815				14,678				19,493
Faith-based non-profit:
Construction			—				—				—				—				6,156				6,156
Owner occupied			1,923				435				674				3,032				81,467				84,499
Other			—				—				15				15				4,692				4,707
Residential real estate:
First mortgage			745				103				3,322				4,170				14,825				18,995
Multifamily			—				—				—				—				3,001				3,001
Home equity			47				—				23				70				4,054				4,124
Construction			—				—				—				—				506				506
Consumer			11				—				—				11				1,221				1,232
Other loans			—				8				—				8				4,544				4,552
Total		$	2,823			$	2,055			$	7,678			$	12,556			$	162,532			$	175,088

 

Non-accrual loans decreased $0.9 million as of December 31, 2015 compared to December 31, 2014, while total loans past due decreased by $8.8 million over the same period. Not reflected in the table above are non-accrual loans past due less than 30 days. As shown in the following tables at December 31, 2015 and 2014, respectively, the Company had $3.1 million and $0.7 million in non-accrual loans that were less than 30 days past due.

The following table displays all non-accrual loans and loans 90 or more days past due and still on accrual for the period ended December 31, 2015.

 

(Dollars in thousands)		Amount				Number
Loans past due over 90 days still on accrual		$	356				3
Non-accrual loans past due
Less than 30 days		$	3,082				11
30-59 days			195				3
60-89 days			161				3
90+ days			1,582				27
Non-accrual loans		$	5,020				44

 

The following table displays all non-accrual loans and loans 90 or more days past due and still on accrual for the period ended December 31, 2014.

 

(Dollars in thousands)		Amount				Number
Loans past due over 90 days still on accrual		$	3,023				13
Non-accrual loans past due
Less than 30 days		$	721				11
30-59 days			485				6
60-89 days			59				1
90+ days			4,655				28
Non-accrual loans		$	5,920				46

 

The Company experienced $5 thousand in net loan charge-offs for the year ended December 31, 2015 compared to $0.1 million in net charge-offs for the year ended December 31, 2014. Net charge-offs totaled 0.00% and 0.06% of average loans outstanding for the years ended December 31, 2015 and 2014, respectively.

 

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans for reserves according to the loan's classification as to credit risk. This analysis includes homogenous loans, such as commercial, commercial real estate and faith based non–profit entities, and mortgage loans in process of foreclosure for which the loan to value does not support repayment in full. This analysis is performed on at least a quarterly basis. The Company uses the following definitions for risk ratings:

 

•

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. These loans exhibit a moderate likelihood of some loss related to those loans and leases that are considered special mention.

 

•

Substandard. Loans classified as substandard are inadequately protected by the current sound financial repayment capacity and service coverage of the debtor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that may jeopardize the liquidation of or repayment according to the original terms of the debt. In addition to commercial and faith-based non-profit loans with identified weaknesses, substandard loans include loans within the mortgage and consumer portfolio segments that are past due 90 days or more as to principal or interest if the loan to value does not support full repayment. Substandard loans are evaluated for impairment on an individual loan basis unless the substandard loan is a smaller balance homogenous loan that is not a TDR and is not in the process of foreclosure. These loan exhibits a distinct possibility that the company will sustain some loss if the deficiencies related to the loans is not corrected in a timely manner.

 

•

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added character that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

•

Pass. Loans are classified as pass in all classes within the commercial, faith-based non-profit, mortgage, consumer, and other portfolio segments that are not identified as special mention, substandard, or doubtful, are contractually current as to principal and interest, and are otherwise in compliance with the contractual terms of the loan agreement. These loans exhibit a low likelihood of loss related to loans that are considered pass.

 

As of December 31, 2015, and based on the most recent analysis performed, the risk category of loans by class of loans was as follows:

December 31, 2015
(Dollars in thousands)		Pass				Special Mention				Substandard				Doubtful				Total
Commercial		$	1,869			$	—			$	5,671			$	—			$	7,540
Commercial real estate:
Construction			9,618				—				—				—				9,618
Owner occupied			18,601				272				68				—				18,941
Other			11,720				394				3,367				—				15,481
Faith-based non-profit:
Construction			4,800				—				—				—				4,800
Owner occupied			61,836				7,243				9,149				—				78,228
Other			2,427				—				—				—				2,427
Residential real estate:
First mortgage			13,733				256				2,478				—				16,467
Multifamily			2,613				30				58				—				2,701
Home equity			3,070				—				179				—				3,249
Construction			122				—				—				—				122
Consumer			1,020				10				5				—				1,035
Other loans			4,240				—				—				—				4,240
Total		$	135,669			$	8,205			$	20,975			$	—			$	164,849

As of December 31, 2014, the risk category of loans by class of loans was as follows:

 

December 31, 2014
(Dollars in thousands)		Pass				Special Mention				Substandard				Doubtful				Total
Commercial		$	1,279			$	3,159			$	2,815			$	—			$	7,253
Commercial real estate:
Construction			2,202				—				355				—				2,557
Owner occupied			17,596				306				111				—				18,013
Other			14,263				457				4,773				—				19,493
Faith-based non-profit:
Construction			6,156				—				—				—				6,156
Owner occupied			68,963				6,160				9,376				—				84,499
Other			4,707				—				—				—				4,707
Residential real estate:
First mortgage			14,328				88				4,579				—				18,995
Multifamily			2,910				31				60				—				3,001
Home equity			3,910				—				214				—				4,124
Construction			506				—				—				—				506
Consumer			1,213				14				5				—				1,232
Other loans			4,552				—				—				—				4,552
Total		$	142,585			$	10,215			$	22,288			$	—			$	175,088

7. BANK PREMISES AND EQUIPMENT

The following is a summary of bank premises and equipment, net as of December 31, 2015 and 2014:

 

(Dollars in thousands)		December 31, 2015				December 31, 2014
Land		$	747			$	747
Buildings and leasehold improvements			7,411				7,263
Furniture and equipment			2,652				2,565
Capital lease			597				315
Construction in progress			22				—
			11,429				10,890
Less: accumulated depreciation and amortization			7,017				6,597
		$	4,412			$	4,293

 

 

Total depreciation expense was $0.4 million for the years ended December 31, 2015 and 2014.

 

8. DEPOSITS

 

Deposits are the Bank’s primary source of funds for making loans and purchasing investments. The Bank offers a variety of deposit account products to commercial and consumer customers. The total deposits that were re-classified to loans due to overdrafts were $19 thousand and $46 thousand at December 31, 2015 and 2014, respectively.

 

The following shows the maturity schedule of all time deposits:

 

(Dollars in thousands)		Amount
2016		$	119,454
2017			5,235
2018			8,183
2019			193
2020			320
Total		$	133,385

   

Principal maturities of time deposits of $250,000 or more as of December 31, 2015 and 2014 were as follows:

 

		December 31, 2015								December 31, 2014
(Dollars in thousands)		Amount				Average Rate				Amount				Average Rate
Three months or less		$	3,259				0.38	%		$	5,132				0.35	%
Over three months to six months			513				0.10				1,238				0.31
Over six months to twelve months			5,229				0.38				6,382				0.55
Over one year to five years			8,718				0.96				1,509				0.69
Total		$	17,719				0.66	%		$	14,261				0.47	%

 

For the years ended December 31, 2015 and 2014, the Bank had $83 thousand and $65 thousand, respectively, in interest expense for time deposits greater than $250,000.

 

In the normal course of business, certain directors and executives of the Company and the Bank, including their immediate families and companies in which they have an interest, are deposit customers. These relationships had aggregate deposits of $1.1 million and $1.2 million as of December 31, 2015 and 2014, respectively.

 

The Bank had three deposit relationships for the year ended December 31, 2015 and 2014 with balances in excess of five percent of total deposits totaling $55.0 million.

 

9. LEASES

 

The Bank leases premises and equipment under various operating lease agreements that provide for the payment of property taxes, insurance and maintenance costs. The following are future minimum capital lease payments as required under the agreements as of December 31, 2015:

 

(Dollars in thousands)		Amount
2016		$	110
2017			57
2018			56
2019			53
2020			28
Thereafter			—
Total		$	304

  

The capital leases had an average interest rate of 1.83% and an interest expense of $5 thousand for the year ended December 31, 2015.

 

The following are future minimum operating lease payments as required under the agreements:

 

(Dollars in thousands)		Amount
2016		$	47
2017			7
Total		$	54

 

Rent expense for all operating leases amounted to approximately $0.1 million in 2015 and 2014.

 

The Bank leases out office space in some of its vacant office space in its headquarters and branches. The following are the minimum rentals to be received under related lease agreements:

 

(Dollars in thousands)		Amount
2016		$	222
2017			152
2018			60
2019			62
2020			48
Total		$	544

 

Rental income for the years ended December 31, 2015 and 2014 was $0.2 million.

 

10. BORROWINGS

 

Borrowings as of December 31, 2015 consisted of an FHLB borrowing of $0.6 million with an interest rate of 0.50% that matures in 2020 and capital leases of $0.3 million with an average interest rate of 1.83%. Please see Note 9 for details on leases. Interest expense on advances from FHLB for the years ended December 31, 2015 and December 31, 2014 was $3 thousand. The maximum FHLB advances outstanding for the year ended December 31, 2015 were $0.6 million. As of December 31, 2015, the Bank had $0.6 million of outstanding advances with the FHLB, and had the borrowing availability of an additional $6.1 million from the FHLB. Pursuant to collateral agreements with the FHLB, advances are secured by FHLB stock, and qualifying loans totaling $6.7 million and $7.3 million as of December 31, 2015 and 2014, respectively.

 

The Company has federal funds lines of credit with three correspondent banks totaling $10.0 million. The Company periodically tests its federal funds lines of credit with its correspondent banks. These lines were tested quarterly during the year ended December 31, 2015.

 

 

The following is the outstanding principal maturities and interest rate of the Company’s FHLB advances as of December 31, 2014:

 

December 31, 2015
Maturity Date		Amount				Rate
(Dollars in thousands)
2016		$	24				0.50	%
2017			25				0.50	%
2018			26				0.50	%
2019			27				0.50	%
Thereafter			532				0.50	%
		$	634				0.50	%

 

 

11. INCOME TAXES

 

The components of the income tax expense (benefit) for the years ended December 31, 2015 and 2014 were as follows:

 

(Dollars in thousands)		2015				2014
Income tax expense (benefit)
Current		$	(14	)		$	380
Deferred			90				172
Total		$	76			$	552

 

 

A reconciliation of reported income tax expense for the years ended December 31, 2015 and 2014 to the amount of tax expense computed by multiplying income before income taxes by the statutory federal income tax rate follows:

 

(Dollars in thousands)		2015				2014
Statutory federal income tax rate			34	%			34	%
Tax provision at statutory rate		$	144			$	543
Increase (decrease) in income taxes resulting from:
State income taxes net of federal benefit			70				124
Tax exempt interest income			(34	)			(8	)
Disallowed interest expense			1				—
Increase in deferred tax valuation allowance			(26	)			(22	)
Cash surrender value of life insurance			(80	)			(69	)
Other			1				(16	)
Total		$	76			$	552

 

 

The tax effect of the cumulative temporary differences and carry forwards that gave rise to the deferred tax assets and liabilities as of December 31, 2015 and December 31, 2014 within the Consolidated Balance Sheets were as follows:

(Dollars in thousands)		December 31,
		2015				2014
Deferred tax assets:
Accrued pension expense		$	225			$	282
Adjustments, defined benefit plans			1,032				982
Deferred loan fees			55				171
Excess book over tax provision for loan loss expense			1,262				1,296
Federal net operating loss carryforward			127				127
State net economic loss carryforward			143				170
Impairment on investments			72				72
OREO write-downs			372				307
Deferred gain on other real estate owned			4				4
Premises and equipment			93				123
Alternative minimum tax			511				485
Unrealized losses on securities available for sale, net			203				11
Other, net			96				77
Total deferred tax assets			4,195				4,107
Valuation allowance for deferred tax assets			(174	)			(200	)
Net of valuation allowance deferred tax asset			4,021				3,907
Deferred tax liabilities:
Other			(109	)			(147	)
Total deferred tax liabilities			(109	)			(147	)
Net deferred tax assets			3,912				3,760
Tax Receivable, net			352				354
Deferred tax assets and taxes receivable, net		$	4,264			$	4,114

 

The Company has federal net operating loss carry-forwards of approximately $0.4 million at December 31, 2015, which can be used to offset future taxable income, subject to certain Section 382 limitations. The federal loss carry-forwards start to expire in 2027. The Company’s state net operating losses contain amounts, which the Company determined do not meet the “more likely than not” threshold for recognition. Accordingly, a valuation allowance has been established for the state loss carry-forward amounts. The last tax year audited by the Internal Revenue Service was 2006; tax years 2012 – 2014 are open for audit under the statute of limitations.

 

12. EMPLOYEE BENEFIT PLANS

 

The Bank sponsors a noncontributory defined benefit cash balance pension plan (the “Cash Balance Plan”), covering all employees who qualify under length of service and other requirements. Under the Cash Balance Plan, retirement benefits are based on years of service and average earnings. The Bank’s funding policy is to contribute amounts to the Cash Balance Plan sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plus such additional amounts as the Bank may determine to be appropriate. The contributions to the Cash Balance Plan paid during the years ended December 31, 2015 and 2014 totaled $0.4 million, respectively. The Cash Balance Plan was not fully funded as of December 31, 2015 and December 31, 2014. The measurement date for the Cash Balance Plan is December 31 and prior service costs and benefits are amortized on a straight-line basis over the average remaining service period of active participants.

 

It is expected that the Company will contribute $0.4 million to the Cash Balance Plan during 2016.

 

The following table shows the type of assets held in the Cash Balance Plan:

 

 

		As of December 31,
Asset Category		2015				2014
Equity securities			63.6	%			63.8	%
Debt securities			33.4	%			35.0	%
All other assets			3.0	%			1.2	%
Total			100.0	%			100.0	%

  

The Bank sponsors a nonqualified Supplemental Executive Retirement Plan (“SERP”). The SERP, which is unfunded, provides certain individuals with pension benefits, outside the Bank’s noncontributory defined-benefit Cash Balance Plan, based on average earnings, years of service and age at retirement. Participation in the SERP is at the discretion of the Bank’s Board of Directors. The Company and Bank purchased bank owned life insurance (“BOLI”) in 2002 in the aggregate amount of approximately $12.9 million face value covering all the participants in the SERP. Increases in the cash surrender value of BOLI policies totaled $0.5 million and $1.5 million for the years ended December 31, 2015 and 2014, respectively, which was primarily attributable to additional investments in BOLI of $0.3 million and $1.5 million, respectively, for certain executive officers. The cash

surrender value of the BOLI owned by the Bank was $8.2 million and $7.7 million as of December 31, 2015 and 2014, respectively. The Bank has the ability and the intent to keep this life insurance in force indefinitely. The insurance proceeds may be used, at the sole discretion of the Bank, to fund the benefits payable under the SERP. During 2014, the Company collected $201 thousand on a BOLI death benefit claim.

 

Since there are not assets in the plan, contributions are equal to the benefits paid. It is expected that $0.2 million will be paid in benefits during 2016.

 

The SERP and the Cash Balance Plan components of the net periodic benefit cost reflected in salaries and employee benefits expense for the years ended December 31, 2015 and December 31, 2014 were:

 

		Cash Balance Plan								SERP								Total
(Dollars in thousands)		2015				2014				2015				2014				2015				2014
Service costs		$	172			$	156			$	—			$	—			$	172			$	156
Interest cost			210				236				71				80				281				316
Expected return on Plan assets			(365	)			(349	)			—				—				(365	)			(349	)
Amortization of prior service cost and recognized net actuarial gain			331				87				20				5				351				92
Net periodic pension cost		$	348			$	130			$	91			$	85			$	439			$	215

 

 

 

The following table shows the change in the projected benefit obligations and plan assets for the years ended December 31, 2015 and 2014:

 

		Cash Balance Plan								SERP								Total
(Dollars in thousands)		2015				2014				2015				2014				2015				2014
Change in projected benefit obligations:
Benefit obligation at beginning of year		$	6,432			$	5,637			$	2,111			$	1,955			$	8,543			$	7,592
Service cost			172				156				—				—				172				156
Interest cost			210				236				71				80				281				316
Actuarial gain			29				746				101				230				130				976
Benefits and expenses paid			(701	)			(343	)			(154	)			(154	)			(855	)			(497	)
Benefit obligation at end of year			6,142				6,432				2,129				2,111				8,271				8,543
Change in plan assets:
Fair value of plan assets at beginning of year			5,484				5,233				—				—				5,484				5,233
Actual return on plan assets			(39	)			244				—				—				(39	)			244
Employer contributions			350				350				154				154				504				504
Benefits and expenses paid			(701	)			(343	)			(154	)			(154	)			(855	)			(497	)
Fair value of plan assets at year end			5,094				5,484				—				—				5,094				5,484
Underfunded status		$	(1,048	)		$	(948	)		$	(2,129	)		$	(2,111	)		$	(3,177	)		$	(3,059	)

 

The Bank had a liability for the Cash Balance Plan of $1.0 million and $0.9 million for the periods ended December 31, 2015 and 2014, respectively. The liability is included in Other Liabilities within the Consolidated Balance Sheets. The accrued liability and accumulated benefits obligations for the SERP was $2.1 million for each of the periods ended December 31, 2015 and 2014. The balance is included in Other Liabilities within the Consolidated Balance Sheets.

 

The amounts in accumulated other comprehensive loss that have not been recognized as components of net periodic pension cost were:

 

		Cash Balance Plan								SERP								Total
(Dollars in thousands)		2015				2014				2015				2014				2015				2014
Unrecognized net actuarial loss		$	2,229			$	2,126			$	587			$	506			$	2,816			$	2,632
Unrecognized prior service cost			—				—				—				—				—				—
Total amount included in accumulated other comprehensive loss		$	2,229			$	2,126			$	587			$	506			$	2,816			$	2,632
Weighted average assumptions as of December 31:
Discount rate			3.75	%			3.50	%			3.75	%			3.50	%
Expected return on plan assets			7.00	%			7.00	%			n/a				n/a
Rate of compensation increase			3.00	%			3.00	%			3.00	%			3.00	%

 

Amounts in accumulated other comprehensive loss expected to be recognized in net periodic costs in 2016:

 

Amounts in accumulated other comprehensive loss expected to be
recognized in net periodic pension cost in 2016:
(Dollars in Thousands)		Cash Balance Plan				SERP				Total
Net actuarial loss		$	175			$	25			$	200
Prior service cost			—				—				—
Total expected to be recognized		$	175			$	25			$	200
Assets expected to be returned to the Company in 2016		$	—			$	—			$	—

 

 

The estimated expected benefits payments for the Cash Balance Plan and SERP are:

 

(Dollars in thousands)
For the Years Ending December 31:		Cash Balance Plan				SERP				TOTAL
2016		$	654			$	154			$	808
2017			436				152				588
2018			452				150				602
2019			466				148				614
2020			402				146				548
2021-2025			2,053				688				2,741
Total		$	4,463			$	1,438			$	5,901

 

Retirement Plan Assets— In general, the Cash Balance Plan’s investment management organizations make reasonable efforts to control market fluctuations through appropriate techniques including, but not limited to, adequate diversification. The specific investment strategy adopted by the plan referred to as the Long Term Growth of Capital Strategy, attempts to achieve long-term growth of capital with little concern for current income. Typical investors in this portfolio have a relatively aggressive investment philosophy, seeking long-term growth, and are not looking for current dividend income.

 

Prohibited investments include commodities and futures contracts, private placements, options, transactions which would result in unrelated business taxable income, and other investments prohibited by Employee Retirement Income Security Act.

 

The target range of allocation percentages for each major category of plan assets was:

 

Asset Category		Target Weight				Minimum Weight				Maximum Weight
Cash			0	%			0	%			10	%
Equities:
US			66	%			56	%			76	%
Non-US			7	%			0	%			14	%
Fixed Income			27	%			20	%			37	%

 

Equity investments must be listed on the New York, American, World, or other similar stock exchanges traded in the over-the-counter market with the requirement that such stocks have adequate liquidity relative to the size of the investment.

 

Fixed income investments must have a credit rating of B or better from Standard and Poor’s or Moody’s. The fixed income portfolio should be constructed so as to have an average maturity not exceeding 10 years. No more than 5% of the fixed income portfolio should be invested in any one issuer. U.S. Treasury and Agency securities are exempt from this restriction.

 

Cash and equivalent instruments that are acceptable are repurchase agreements, bankers’ acceptances, U.S. treasury bills, money market funds, and certificates of deposit.

 

The portfolio shall be structured to meet financial objectives over a period of 11 or more years. Over that time horizon, the total rate of return should equal at least 103% of the applicable blended benchmark returns and place in the top half of group performance. Benchmarks which may be used for portfolio performance comparison are as follows:

 

•

U.S. Large Cap Equities: S&P 500, Russell 1000, Russell 1000 Value, and Russell 1000 Growth

•

U.S. Mid Cap Equities: S&P 400 Mid Cap, Russell Mid Cap Value, and Russell Mid Cap Growth

•

U.S. Small Cap Equities: S&P 600 Small Cap, Russell 2000 Value, and Russell 2000 Growth

•

Non-U.S. Equities: MSCI EAFE IL

•

Fixed Income: Lehman Brothers Intermediate Government/Corporate

•

Cash: U.S. 3-Month Treasury Bill

 

 

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels were:

 

December 31, 2015		Level 1				Level 2				Level 3
(Dollars in thousands)		Quoted Prices in				Significant Other				Significant
		Active Markets for				Observable				Unobservable
Asset Category		Identical Assets				Inputs				Inputs
		(Level 1)				(Level 2)				(Level 3)
Cash		$	150			$	—			$	—
Equity Security:
Large-Cap			106				1,333				—
Mid-Cap			373				463				—
Small-Cap			100				457				—
Global and International			7				404				—
Emerging Market			—				—				—
Fixed Income – Bonds			573				480				—
Other			—				648				—
Total		$	1,309			$	3,785			$	—

 

December 31, 2014		Level 1				Level 2				Level 3
		Quoted Prices in				Significant Other				Significant
		Active Markets for				Observable				Unobservable
Asset Category		Identical Assets				Inputs				Inputs
		(Level 1)				(Level 2)				(Level 3)
Cash		$	66			$	—			$	—
Equity Security:
Large-Cap			19				1,610				—
Mid-Cap			469				500				—
Small-Cap			509				—				—
Global and International			21				371				—
Emerging Market			—				—				—
Fixed Income – Bonds			636				578				—
Other			—				705				—
Total		$	1,720			$	3,764			$	—

 

401(k) Plan —The Bank sponsors a 401(k) plan. Participation in the 401(k) plan is voluntary. Employees become eligible after completing 90 days service and attaining age 21. Employees may elect to contribute up to 12% of their compensation to the 401(k) plan. The Bank matches 100% of each employee’s contribution, up to a maximum of 6% of compensation. The Bank’s contribution to the 401(k) plan was $0.2 million in each of the years ended December 31, 2015 and 2014.

 

Deferred Compensation Plan —The Bank sponsors a nonqualified deferred compensation plan. The plan, which is unfunded, permits certain management employees to defer compensation in order to provide retirement and death benefits. The plan allows participants to receive the balance of the 6% Bank matching contribution on the 401(k) plan that would otherwise be forfeited to comply with the Internal Revenue Code. At both December 31, 2015 and 2014, the amount of the non-qualified deferred compensation plan liability was $0.1 million and $0.2 million, respectively.

 

Post-retirement Benefits —The Bank provides certain post-retirement benefits to select former executive officers. As of December 31, 2015 and 2014, the amount of the liability for these benefits was approximately $0.2 million.

 

Split Dollar Benefits —In 2002, upon investing in BOLI policies, the Company granted certain executives a split dollar life benefit by which the beneficiaries of the executive would receive a portion of the non-cash surrender value death benefit of the BOLI upon the executive’s demise. Thereafter, amounts are accrued by a charge to employee benefits. As of December 31, 2015 and 2014, $0.2 million was recorded in other liabilities for the split dollar benefit.

 

13. RELATED PARTY TRANSACTIONS

 

In the ordinary course of business, certain of the Company’s and Bank’s directors and executive officers, including immediate family members and

companies in which they have an interest, are loan customers. Those transactions do not involve more than the normal risk of collection nor do they present any unfavorable features. Total loans to such groups totaled $1.9 million as of December 31, 2015 and 2014. Unused lines available to be drawn were $0.3 million as of as of December 31, 2015 and December 31, 2014.

 

(Dollars in thousands)		December 31, 2015				December 31, 2014
Beginning Balance		$	1,944			$	1,994
Draws/Advances			132				229
Repayments			(212	)			(279	)
Ending Balance		$	1,864			$	1,944

 

14. REGULATORY MATTERS AND RESTRICTIONS

 

On August 7, 2015, the Bank entered into a new memorandum of understanding with the Federal Deposit Insurance Corporation and the Office of the North Carolina Commissioner of Banks. The informal agreement requires the Bank take certain actions to enhance its management of adversely classified assets, remain well-capitalized and improve earnings. It also restricts dividends that cannot be paid to the holding company without prior approval and requires reporting of progress of implementing additional management improvement plans. On August 19, 2010, the Company entered into a memorandum of understanding with the Federal Reserve Bank of Richmond. The informal agreement requires the Company to receive prior approval for payment of any dividends, to repurchase stock, or to receive any dividends from the Bank.

 

On August 20, 2010, the Company issued 11,735 shares of $1,000 liquidation value, Series B Fixed Rate Cumulative Perpetual Preferred Stock, (“Series B Preferred Stock”), under the Community Development Capital Initiative (“CDCI”), part of the United States Department of the Treasury (the “Treasury”) Troubled Asset Relief Program (“TARP”). Participation in the CDCI places restrictions on the Company’s ability to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its capital stock, including restrictions against the Company (i) increasing dividends payable on its common stock from the last quarterly cash dividend per share declared on the common stock prior to November 17, 2008; (ii) increasing its aggregate per share dividends and distributions above the aggregate dividends and distributions paid for the immediately prior fiscal year; and (iii) declaring or paying dividends or distributions on, or repurchasing, redeeming or otherwise acquiring for consideration, shares of its capital stock in the event that the Company fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on the Series B Preferred Stock. During 2015, the Company did not declare any dividends to its common stockholders. As a consequence of these restrictions, the Company may not pay further dividends to its common stockholders. These restrictions will continue until all of the Series B Preferred Stock has been redeemed in full.

 

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements may initiate certain mandatory and the possibility of additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1 and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2015 and December 31, 2014, that the Company and the Bank met all capital adequacy requirements to which they are subject. To be categorized as well capitalized, the Bank must maintain minimum common equity Tier 1, total risk-based, Tier 1 risk-based and Tier 1 leveraged ratios as set forth in the table below. In addition, the Bank’s MOU requires the Bank to maintain a Tier 1 Capital Ratio of not less than 8.0%, which is higher than general well-capitalized standards.

		December 31, 2015
										For Capital
										Adequacy								To Be Well
(Dollars in thousands)		Actual								Purposes								Capitalized
		Amount				Ratio				Amount				Ratio				Amount				Ratio
Total capital (to risk weighted assets)
Company		$	40,252				20.39	%		$	15,790				8.00	%			n/a				n/a
Bank			39,629				20.10				15,769				8.00			$	19,712				10.00	%
Tier 1 (to risk weighted assets)
Company		$	37,768				19.13	%		$	11,843				6.00	%			n/a				n/a
Bank			37,149				18.85				11,827				6.00			$	15,769				8.00	%
Common equity Tier 1 (to risk weighted assets)
Company		$	26,391				13.37	%		$	8,882				4.50	%			n/a				n/a
Bank			37,149				18.85				8,870				4.50			$	12,812				6.50	%
Tier 1 (to average total assets)
Company		$	37,768				12.55	%		$	12,037				4.00	%			n/a				n/a
Bank			37,149				12.35				12,028				4.00			$	15,035				5.00	%

 

 

		December 31, 2014
										For Capital
										Adequacy								To Be Well
(Dollars in thousands)		Actual								Purposes								Capitalized
		Amount				Ratio				Amount				Ratio				Amount				Ratio
Total capital (to risk weighted assets)
Company		$	38,101				19.03	%		$	16,014				8.00	%			n/a				n/a
Bank			36,991				18.50				15,997				8.00			$	19,996				10.00	%
Tier 1 (to risk weighted assets)
Company		$	35,587				17.78	%		$	8,007				4.00	%			n/a				n/a
Bank			34,479				17.24				7,999				4.00			$	11,998				6.00	%
Tier 1 (to average total assets)
Company		$	35,587				11.90	%		$	11,959				4.00	%			n/a				n/a
Bank			34,479				11.54				11,953				4.00			$	14,941				5.00	%

 

 

15. HOLDING COMPANY CONDENSED FINANCIAL INFORMATION

 

The condensed financial data for the Company (holding company only) was:

 

Condensed Balance Sheets:		December 31,
(Dollars in thousands)		2015				2014
Assets:
Cash and cash equivelents		$	224			$	605
Investment in subsidiary Bank			35,603				35,528
Other assets			435				486
Total Assets		$	36,262			$	36,619
Liabilities and Stockholders' Equity:
Total liabilities		$	38			$	41
Stockholders' equity			36,224				36,578
Total Liabilities and Stockholders' Equity		$	36,262			$	36,619

 

 

		For the Years Ended December 31,
Condensed Statements of Operations:		2015				2014
(Dollars in thousands)
Undistributed net earnings of subsidiary bank		$	541			$	1,290
Expenses, net			(194	)			(243	)
Net Income		$	347			$	1,047

 

 

Condensed Cash Flows:
(Dollars in thousands)		For the Years Ended December 31,
		2015				2014
Cash Flows from operating activities:
Net income		$	347			$	1,047
Adjustments to reconcile net income to net cash used in operating activities:
Undistributed net earnings of subsidiary			(541	)			(1,290	)
(Increase) decrease in other assets			51				(43	)
Decrease in other liabilities			(3	)			(1	)
Net cash used in operating activities			(146	)			(287	)
Investing Activities:
Dividends from subsidiary			—				325
Net cash provided by investing activities			—				325
Financing activities:
Dividends paid			(235	)			(363	)
Net cash used in financing activities			(235	)			(363	)
Net decrease in cash and cash equivalents			(381	)			(325	)
Cash and cash equivalents at beginning of year			605				930
Cash and cash equivalents at end of year		$	224			$	605

 

16. COMMITMENTS AND CONTINGENCIES

 

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk beyond the amount recognized on the Consolidated Balance Sheets. The contractual amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments.

 

The Bank’s exposure to credit losses in the event of non -performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank utilizes the same credit policies in making commitments and conditional obligations as it does for balance sheet instruments.

 

Commitments to extend credit are agreements to lend to a customer as long as there is not a violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank, upon extension of credit is based on management’s credit evaluation of the counter parties. Collateral varies and may include real estate, accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

 

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. To the extent deemed necessary, collateral of varying types and amounts is held to secure customer performance under certain of those letters of credit outstanding.

 

Financial instruments whose contract amounts represent credit risk as of December 31, 2015 and December 31, 2014, respectively, are commitments to extend credit (including availability of lines of credit), and standby letters of credit. Loan commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral deemed necessary by the Bank is based on management’s credit evaluation and underwriting guidelines for the particular loan.

 

The Bank records a reserve for credit commitments that is adjusted through Other liabilities and Other expense in the Consolidated Balance Sheets and Consolidated Statements of Income, respectively based on (i) the expected probability of funding and (ii) the loss history by loan type as determined in calculating the ALLL. The reserves included in Other liabilities as of December 31, 2015 and December 31, 2014 were $10 thousand and $34 thousand, respectively.

 

Commitments outstanding at December 31, 2015 are summarized in the following table:

 

(Dollars in thousands)		Commercial letters of credit				Other loan commitments				Total commitments
Less than one year		$	19			$	12,375			$	12,394
One to three years			250				5,487				5,737
Three to five years			—				114				114
More than five years			93				4,455				4,548
Total		$	362			$	22,431			$	22,793

 

17. FAIR VALUE MEASUREMENT

 

Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. Fair value measurements are required to be separately disclosed by level within the fair value hierarchy. The Company bases fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

For assets and liabilities recorded at fair value, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy.

 

Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon estimates, are often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors.

 

Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values.

 

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available-for-sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, loans held for investment, OREO, and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

 

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

 

Level 1 — Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.

 

Level 2 — Valuations are obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal market for these securities is the secondary institutional markets and valuations are based on observable market data in those markets. Level 2 securities include U. S. Agencies, state and municipal bonds and MBS.

 

Level 3 — Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets.

 

Assets and Liabilities Measured on a Recurring Basis:

 

Available For Sale ("AFS") Investment Securities: Investment securities 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 matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Level 1 securities include those traded on nationally recognized securities exchanges, U.S. Treasury securities, and money market funds. Level 2 securities include U.S. Agencies, MBS issued by government sponsored entities, state and municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets. The Company did not hold any Level 1 or Level 3 AFS Investment Securities as of December 31, 2015 and December 31, 2014.

 

Mortgage Serving Rights: Mortgage servicing rights do not trade in an active market with readily observable market data. As a result, the Company estimates the fair value of mortgage servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income. The Company stratifies its mortgage servicing portfolio on the basis of loan type. The assumptions used in the discounted cash flow model are those that we believe market participants would use in estimating future net servicing income, including estimates of loan prepayment rates, servicing costs, ancillary income, impound account balances, and discount rates. Significant assumptions in the valuation of mortgage servicing rights include changes in interest rates, estimated loan repayment rates, and the timing of cash flows, among other factors. Mortgage servicing rights are classified as Level 3 measurements due to the use of significant unobservable inputs, as well as significant management judgment and estimation.

 

Assets measured at fair value on a recurring basis as of December 31, 2015 were as follows:

 

(Dollars in thousands)						Quoted Prices in				Significant Other				Significant
						Active Markets for				Observable				Unobservable
						Identical Assets				Inputs				Inputs
Description		December 31, 2015				(Level 1)				(Level 2)				(Level 3)
Recurring:
U.S. Agencies		$	30,433			$	—			$	30,433			$	—
MBS
Residential			40,934				—				40,934				—
Municipals			8,574				—				8,574				—
Mortgage servicing rights			14				—				—				14
Total		$	79,955			$	—			$	79,941			$	14

 

Assets measured at fair value on a recurring basis as of December 31, 2014 were as follows:

 

(Dollars in thousands)						Quoted Prices in				Significant Other				Significant
						Active Markets for				Observable				Unobservable
						Identical Assets				Inputs				Inputs
Description		December 31, 2014				(Level 1)				(Level 2)				(Level 3)
Recurring:
U.S. Agencies		$	12,339			$	—			$	12,339			$	—
MBS
Residential			56,355				—				56,355				—
Municipals			1,009				—				1,009				—
Mortgage servicing rights			22				—				—				22
Total		$	69,725			$	—			$	69,703			$	22

 

 

The table below displays the change in all recurring Level 3 Assets from December 31, 2014 to December 31, 2015.

 

(Dollars in thousands)		Mortgage Servicing Rights
Beginning balance (December 31, 2014)		$	22
Amortization			8
Ending Balance (December 31, 2015)		$	14

  

Assets and Liabilities Measured on a Nonrecurring Basis:

 

Impaired loans: Impaired loans are evaluated and valued at the time the loan is identified as impaired, and are carried at the lower of cost or market value. Market value is measured based on the value of the collateral securing these loans or net present value of expected future cash flows discounted at the loan’s effective interest rate. Collateral may be real estate and/or business assets including equipment, inventory, and/or accounts receivable. The value of business equipment, inventory, and accounts receivable collateral is based on net book value on the business’ financial statements and, if necessary, discounted based on management’s review and analysis. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and the client’s selling costs and other expenses. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above. The Company records impaired loans as nonrecurring Level 3, because Management believes the underlying collateral is less than the appraised value.

 

OREO: Foreclosed assets are adjusted to fair value, less estimated carrying costs and costs to sell, upon transfer of the loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of the carrying value or the fair value, less estimated carry costs and costs to sell. Fair value is based upon independent market prices, appraised values of the collateral, or management’s estimation of the value of the collateral. The Company records foreclosed assets as nonrecurring Level 3.

 

Repossessed Collateral: Repossessed collateral is adjusted to fair value, less estimated carrying costs and costs to sell, upon transfer of the loans to repossessions. Subsequently, repossessions assets are carried at the lower of the carrying value or the fair value, less estimated carry costs and costs to sell. Fair value is based upon independent market prices, appraised values of the collateral, or management’s estimation of the value of the collateral. The Company records repossessions as nonrecurring Level 3.

 

Assets measured at fair value on a nonrecurring basis as of December 31, 2015 and December 31, 2014 were:

 

(Dollars in thousands)						Quoted Prices in				Significant Other				Significant
						Active Markets for				Observable				Unobservable
						Identical Assets				Inputs				Inputs
Description		December 31, 2015				(Level 1)				(Level 2)				(Level 3)
Nonrecurring:
OREO		$	2,764			$	—			$	—			$	2,764
Impaired loans:
Commercial real estate			7,257				—				—				7,257
Faith-based non-profit			16,148				—				—				16,148
Residential real estate			2,512				—				—				2,512
Consumer			—				—				—				—
Total		$	28,681			$	—			$	—			$	28,681

 

(Dollars in thousands)						Quoted Prices in				Significant Other				Significant
						Active Markets for				Observable				Unobservable
						Identical Assets				Inputs				Inputs
Description		December 31, 2014				(Level 1)				(Level 2)				(Level 3)
Nonrecurring:
OREO		$	3,069			$	—			$	—			$	3,069
Impaired loans:
Commercial real estate			9,060				—				—				9,060
Faith-based non-profit			17,119				—				—				17,119
Residential real estate			4,214				—				—				4,214
Consumer			—				—				—				—
Total		$	33,462			$	—			$	—			$	33,462

 

 

Quantitative Information about Level 3 Fair Value Measurements

 

(Dollars in thousands)

Significant

Significant

Valuation

Unobservable

Unobservable

Description

December 31, 2015

Technique

Inputs

Input Value

Nonrecurring:

OREO

$

2,764

discounted appraisals

collateral discounts

6-20%

Impaired loans

25,917

discounted appraisals

collateral discounts

6-20%

Total

$

28,681

 

(Dollars in thousands)

Significant

Significant

Valuation

Unobservable

Unobservable

Description

December 31, 2014

Technique

Inputs

Input Value

Nonrecurring:

OREO

$

3,069

discounted appraisals

collateral discounts

6-20%

Impaired loans

30,393

discounted appraisals

collateral discounts

6-20%

Total

$

33,462

The Company discloses estimated fair values for its significant financial instruments. The methodologies for estimating the fair value of financial assets and liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above. The methodologies for other financial assets and liabilities are discussed below.

 

The Company had no transfers between any of the three levels in 2015 or 2014.

 

Cash and Cash Equivalents: The carrying amount of cash, due from bank, and federal funds sold approximates fair value, and is therefore considered Level 1 input.

 

Loans (other than impaired), net of allowances for loan losses: Fair values are estimated for portfolios of loans with similar financial characteristics. The majority of the Company’s loans and lending-related commitments are not carried at fair value on a recurring basis on the Consolidated Balance Sheets, nor are they actively traded.

 

The fair value of performing loans is calculated by discounting scheduled cash flows through their individual contractual maturity, using discount rates that reflect the credit risk, overhead expenses, interest rate earned and again, contractual maturity of each loan less credit component. The maturity is based on contractual maturities for each loan, modified as required by an estimate of the effect of historical prepayments and current economic conditions.

 

For all loans, assumptions regarding the characteristics and segregation of loans, maturities, credit risk, cash flows, and discount rates are judgmentally determined using specific borrower and other available information, and are therefore considered a Level 3 input.

 

Accrued Interest Receivable and Payable: The fair value of interest receivable and payable is estimated to approximate the carrying amounts and are therefore considered Level 1 input.

 

Deposits: The fair value of deposits with no stated maturity, such as demand deposits, checking accounts, savings and money market accounts, is equal to the carrying amount. The fair value of certificates of deposit is based on the discounted value of contractual cash flows, where the discount rate is estimated using the market rates currently offered for deposits of similar remaining maturities and are therefore considered Level 2 input.

 

Borrowings: The fair value of borrowings is based on the discounted value of estimated cash flows. The discounted rate is estimated using market rates currently offered for similar advances or borrowings and are therefore considered Level 3 input.

 

Off-Balance Sheet Instruments: Since the majority of the Company’s off-balance sheet instruments consist of non-fee producing variable rate commitments, the Company has determined they do not have a distinguishable fair value.

 

As of December 31, 2015 and December 31, 2014, the carrying amounts and associated estimated fair value of financial assets and liabilities of the company are as follows:

 

 

		December 31, 2015
(Dollars in thousands)		Carrying				Estimated
		Amount				Fair Value				Level 1				Level 2				Level 3
Assets:
Cash, cash equivalents and interest-bearing time deposits		$	34,938			$	34,938			$	34,938			$	—			$	—
Investment securities available for sale			79,941				79,941				—				79,941				—
Loans, net of allowances for loan losses			161,414				165,105				—				—				165,105
Accrued interest receivable			785				785				785				—				—
Liabilities:
Non-maturity deposits		$	121,315			$	121,315			$	121,315			$	—			$	—
Maturity deposits			133,385				132,687				—				132,687				—
Other borrowings			938				889				—				—				889
Accrued interest payable			95				95				95				—				—

 

		December 31, 2014
(Dollars in thousands)		Carrying				Estimated
		Amount				Fair Value				Level 1				Level 2				Level 3
Assets:
Cash, cash equivalents and interest-bearing time deposits		$	35,574			$	35,574			$	35,574			$	—			$	—
Investment securities available for sale			69,703				69,703				—				69,703				—
Loans, net of allowances for loan losses			171,648				175,165												175,165
Accrued interest receivable			816				816				816				—
Liabilities:
Non-maturity deposits		$	119,383			$	119,383			$	119,383			$	—			$	—
Maturity deposits			136,477				135,965				—				135,965				—
Other borrowings			784				734				—				—				734
Accrued interest payable			76				76				76				—				—

 

18. PREFERRED STOCK

 

U.S. TREASURY DEPARTMENT’S CAPITAL PURCHASE PROGRAM and CDCI

 

On June 26, 2009, the Company issued 11,735 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock, having a liquidation preference of $1,000 per share ("Series A Preferred Stock") to the Treasury under the Treasury’s Capital Purchase Program for a purchase price of $11,735,000 in cash. On August 20, 2010, the Company completed an exchange of the Series A Preferred Stock for an equal number of shares of Series B Fixed Rate Cumulative Perpetual Preferred Stock, also having a liquidation preference of $1,000 per share, under the Treasury’s CDCI. Neither the Series A nor Series B Preferred Stock has any mandatory redemption and/or conversion features.

 

Under the CPP, the Series A Preferred Stock carried a dividend rate of 5% for the first five years after issuance, after which the dividend rate increased to 9% until such time as the Series A Preferred Stock is repurchased or redeemed. Under the CDCI, the Series B Preferred Stock carries a dividend rate of 2% for eight years, after which time the dividend rate increases to 9% until the Series B Preferred Stock is repurchased or redeemed. The Company paid all of the dividends due on the Series A Preferred Stock up to the date of closing of the CDCI exchange on August 20, 2010, and is current in its payment of dividends on the Series B Preferred Stock.

 

SERIES C JUNIOR PATICIPATING PREFERRED STOCK

 

On September 23, 2014, the Board of Directors declared a dividend of one preferred share purchase right for each outstanding share of the Company’s common stock, to purchase from the Company one one-hundredth of a share of Series C Junior Participating Preferred Stock, par value $0.01 per share, of the Company at a price of $10.00 per one one-hundredth of a share of preferred stock, subject to adjustment as provided in the associated rights agreement.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures.

 

The Company's management, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively), has concluded based on its evaluation as of the end of the period covered by this report, that the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms.

 

Management's Report on Internal Control Over Financial Reporting.

 

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in accordance with GAAP. Management has made a comprehensive review, evaluation and assessment of the Company's internal control over financial reporting as of December 31, 2015. Management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013), to make its assessment. Based on the evaluation, management determined that there were no material weaknesses in internal control and concluded internal control over financial reporting for the Company as of December 31, 2015 is effective.

 

In accordance with Section 404 of the Sarbanes-Oxley Act of 2002, management makes the following assertions:

 

·

Management has implemented a process to monitor and assess both the design and operating effectiveness of internal control over financial reporting.

 

·

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

This Annual Report on Form 10-K does not include an attestation report of the Company's independent registered public accounting Company regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting Company pursuant to rules of the Securities and Exchange Commission ("SEC") that permit the Company to provide only management's report in this Annual Report on Form 10-K.

 

Changes in Internal Control Over Financial Reporting.

 

There was no change in the Company's internal control over financial reporting that occurred during the fourth quarter of 2015, that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

a.

Directors and Executive Officers - The information required by this Item regarding the Company's directors, executive officers and all persons nominated or chosen to become such is set forth under the sections captioned “Proposal I-Election of Directors” and “Executive and Director Compensation”, in the Company's Proxy Statement, to be filed with the SEC with respect to the Annual Meeting of Stockholders to be held during June 2015, which sections are incorporated herein by reference.

 

b.

Section 16(a) Compliance - The information required by this Item regarding compliance with Section 16(a) of the Exchange Act is set forth under the Proxy Statement under the section captioned “Section 16(a) Beneficial Ownership Reporting Compliance, ” which section is incorporated herein by reference.

 

c.

Code of Ethics - The Company has adopted a Code of Ethics that is applicable to its principal executive and senior financial officers, as required by Section 406 of the Sarbanes-Oxley Act of 2002 and applicable SEC rules. A copy of the Company's Code of Ethics (called the “Code of Ethics for Principal Executive and Senior Financial Professionals”) adopted by the Board of Directors is available on the “Investor Information” page of the Company's website at www.mfbonline.com. In addition, the Bank has a separate Code of Ethics applicable to all of its officers and employees.

 

d.

In the event that the Company makes any amendment to, or grants any waivers of, a provision of its Code of Ethics for Principal Executive and Senior Financial Professionals that requires disclosure under applicable SEC rules, the Company intends to disclose such amendment or waiver by posting that information on the Company's website.

 

e.

Audit Committee - The information required by the Item regarding the Company's Audit Committee, including the Audit Committee Financial Expert is set forth under the Proxy Statement section captioned “Report of the Audit Committee,” which section is incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION

 

The information required by this Item is set forth under the section captioned “Executive and Director Compensation” in the Proxy Statement, which section is incorporated herein by reference.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information required by this Item is set forth under the section captioned “Stock Ownership” in the Proxy Statement, which section is incorporated herein by reference.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The information required by this Item is set forth under the sections captioned “Executive and Director Compensation - Indebtedness and Transactions with Related Persons”, “Director Independence”, “Nominating and Corporate Governance Committee”, “Compensation Committee” and “Audit Committee”, in the Proxy Statement, which sections are incorporated herein by reference.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The information required by this Item is set forth under the sections captioned “Audit Fees Paid to Independent Auditors”, and “Pre-Approval of Audit and Permissible Non-Audit Services” and “Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement, which sections are incorporated herein by reference.

PART IV

 

Item 15. Exhibits

Exhibits and Index of Exhibits

The following exhibits are filed with or incorporated by reference into this report.

 

Exhibit No.	Exhibit Description
Exhibit 3(i)(a)	Amended and Restated Articles of Incorporation of the Company, incorporated by reference to Exhibit 3(i) to the Form 10-QSB for the quarter ended September 30, 1999, filed with the SEC on November 12, 1999.
Exhibit 3(i)(b)	Articles of Amendment, adopted by the Shareholders of the Company on May 3, 2000, filed with the North Carolina Department of the Secretary of State on July 12, 2000, and incorporated by reference to Exhibit 3(v) to the Form 10-KSB for the year ended December 31, 2005, filed with the SEC on March 31, 2006.
Exhibit 3(i)(c)	Articles of Amendment, adopted by the Shareholders of the Company on June 9, 2009, filed with the North Carolina Department of the Secretary of State on June 11, 2009, and incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC on June 26, 2009.
Exhibit 3(i)(d)	Articles of Amendment, adopted by the Board of Directors of the Company on June 10, 2009, filed with the North Carolina Department of the Secretary of State on June 25, 2009, and incorporated by  reference to Exhibit 4.2 to the Form 8-K filed with the SEC on June 26, 2009.
Exhibit 3(i)(e)	Articles of Amendment, adopted by the Board of Directors of the Company on July 27, 2010, filed with the North Carolina Department of the Secretary of State on August 20, 2010, and incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC on August 23, 2010.
Exhibit 3(i)(f)	Articles of Amendment, adopted by the Board of Directors of the Company and filed with the North Carolina Department of the Secretary of State on September 23, 2014, incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC on September 23, 2014.
Exhibit 3(ii)	Amended and Restated Bylaws of the Company, dated November 12, 2014, incorporated by reference to Exhibit 3(ii) to the Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 12, 2014.
Exhibit 4(i)	Specimen Stock Certificate, incorporated by reference to Exhibit 4 to the Form 10-KSB for the year ended December 31, 2000, filed with the SEC on April 2, 2001.
Exhibit 4(ii)	Form of Certificate for the Fixed Rate Cumulative Perpetual Preferred Stock, Series B, incorporated by reference to Exhibit 4.2 to the From 8-K filed with the SEC on August 23, 2010.
Exhibit 4(iii)	Rights Agreement, dated as of September 23, 2014, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC on September 23, 2014.
Exhibit 10(i)	Letter Agreement and certain side letters, all dated August 20, 2010, between the Company and the United States Department of the Treasury, with respect to the issuance and sale of the Fixed Rate Cumulative Perpetual Preferred Stock, Series B, incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on August 23, 2010.
Exhibit 10(ii) *	Employment Agreement, dated August 11, 2014, among the Company, the Bank and James H. Sills III, incorporated by reference to Exhibit 99.1 to the Form 8-K filed with the SEC on August 14, 2014.
Exhibit 21	Subsidiaries of the Company, incorporated by reference to Exhibit 21 to the Form 10-KSB filed with the SEC on March 31, 2006.
Exhibit 31 (i)	Certification of James H. Sills III.
Exhibit 31 (ii)	Certification of Randall C. Hall.
Exhibit 32	Certification pursuant to 18 U.S.C. Section 1350.
Exhibit 99	Certification pursuant to the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009.
Exhibit 99 (ii)	Certification pursuant to the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009.
Exhibit 101	Financial Statements submitted in XBRL format

* Management contracts and compensatory arrangements.

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		M&F Bancorp, Inc.
March 16, 2016	By:	/s/ James H. Sills III
		James H. Sills III
		President and Chief Executive Officer

 

 

In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

 

 

Signature	Title	Date
/s/James H. Sills III	President, Chief Executive Officer and Director	March 16, 2016
James H. Sills III	(Principal Executive Officer)
/s/Randall C. Hall	Chief Financial Officer	March 16, 2016
Randall C. Hall	(Principal Financial Officer and Principal Accounting Officer)
/s/James A. Stewart	Chairman of the Board	March 16, 2016
James A. Stewart
/s/Willie T. Closs Jr.	Director	March 16, 2016
Willie T. Closs Jr.
/s/Patricia R. Healy	Director	March 16, 2016
Patricia R. Healy
/s/Michael L. Lawrence	Director	March 16, 2016
Michael L. Lawrence
/s/Raymond C. Pierce	Director	March 16, 2016
Raymond C. Pierce
/s/James H. Speed Jr.	Director	March 16, 2016
James H. Speed Jr.
/s/Connie J. White	Director	March 16, 2016
Connie J. White

 

INDEX TO EXHIBITS

 

 

Exhibit 31(i)	Certification of James H. Sills III.
Exhibit 31(ii)	Certification of Randall C. Hall.
Exhibit 32	Certification pursuant to 18 U.S.C. Section 1350.
Exhibit 99(i)	Certification Pursuant to the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009.
Exhibit 99(ii)	Certification Pursuant to the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009.
Exhibit 101	Financial Statements submitted in XBRL format