Carolina Financial (CARO) 10-Q 2015 Q3 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended September 30, 2015

OR

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

For the Transition Period from                      to

Commission file number001-10897

Carolina Financial Corporation

(Exact name of registrant as specified in its charter)

Delaware	57-1039673
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
288 Meeting Street, Charleston, South Carolina	29401
(Address of principal executive offices)	(Zip Code)

843-723-7700
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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.  Yesx     Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yesx     Noo

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.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso     Nox

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 9,758,583 shares of common stock, par value $0.01 per share, were issued and outstanding as of November 6, 2015.

TABLE OF CONTENTS

		Page
PART 1 –	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosure about Market Risks	65
Item 4.	Controls and Procedures	65
PART II -	OTHER INFORMATION	65
Item 1.	Legal Proceedings	65
Item 1A.	Risk Factors	65
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	65
Item 3.	Defaults Upon Senior Securities	65
Item 4.	Mine Safety Disclosures	65
Item 5.	Other Information	65
Item 6.	Exhibits	65

2

CAROLINA FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

	September 30, 2015		December 31, 2014
	(Unaudited)		(Audited)
	(In thousands, except share data)
ASSETS
Cash and due from banks	$	11,473		10,453
Interest-bearing cash		10,617		10,694
Cash and cash equivalents		22,090		21,147
Securities available-for-sale (cost of $313,312 at September 30, 2015 and $246,435 at December 31, 2014)		313,981		251,717
Securities held-to-maturity (fair value of $17,975 at September 30, 2015 and $27,385 at December 31, 2014)		17,112		25,544
Federal Home Loan Bank stock, at cost		7,794		5,405
Other investments		3,281		2,309
Derivative assets		2,812		1,689
Loans held for sale		31,697		40,912
Loans receivable, net of allowance for loan losses of $9,889 at September 30, 2015 and $9,035 at December 31, 2014		846,883		768,122
Premises and equipment, net		32,099		31,075
Accrued interest receivable		4,100		3,628
Real estate acquired through foreclosure, net		2,744		3,239
Deferred tax assets, net		4,907		4,715
Mortgage servicing rights		11,079		10,181
Cash value life insurance		21,893		21,532
Core deposit intangible		3,046		3,303
Other assets		4,647		4,499
Total assets	$	1,330,165		1,199,017
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Noninterest-bearing deposits	$	188,191		142,900
Interest-bearing deposits		845,760		821,290
Total deposits		1,033,951		964,190
Short-term borrowed funds		105,000		57,800
Long-term debt		68,465		61,740
Derivative liabilities		2,094		1,036
Drafts outstanding		2,657		3,320
Advances from borrowers for insurance and taxes		1,640		613
Accrued interest payable		304		312
Reserve for mortgage repurchase losses		4,088		4,999
Dividends payable to stockholders		293		243
Accrued expenses and other liabilities		7,433		11,064
Total liabilities		1,225,925		1,105,317
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $.01; 1,000,000 shares authorized at September 30, 2015 and December 31, 2014; no shares issued or outstanding		—		—
Common stock, par value $.01; 15,000,000 and 10,000,000 shares authorized at September 30, 2015 and December 31, 2014, respectively; 9,763,383 and 9,717,043 issued and outstanding at September 30, 2015 and December 31, 2014, respectively		98		97
Additional paid-in capital		24,073		23,194
Retained earnings		79,614		69,625
Accumulated other comprehensive income, net of tax		455		784
Total stockholders’ equity		104,240		93,700
Total liabilities and stockholders’ equity	$	1,330,165		1,199,017

See accompanying notes to consolidated financial statements.

3

CAROLINA FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2015			2014			2015			2014
	(In thousands, except share data)
Interest income
Loans	$	10,345			7,975			30,273			21,965
Investment securities		2,058			1,465			6,031			4,512
Dividends from FHLB		93			34			238			103
Other interest income		16			22			60			71
Total interest income		12,512			9,496			36,602			26,651
Interest expense
Deposits		1,122			894			3,094			2,607
Short-term borrowed funds		75			30			217			46
Long-term debt		426			514			1,391			1,538
Total interest expense		1,623			1,438			4,702			4,191
Net interest income		10,889			8,058			31,900			22,460
Provision for loan losses		—			—			—			—
Net interest income after provision for loan losses		10,889			8,058			31,900			22,460
Noninterest income
Mortgage banking income		4,753			3,294			13,874			9,174
Deposit service charges		915			520			2,638			1,468
Net loss on extinguishment of debt		—			(38	)		(1,215	)		(69	)
Net gain on sale of securities		1,017			213			1,459			693
Fair value adjustments on interest rate swaps		(1,246	)		(56	)		(1,253	)		(574	)
Net gain on sale of servicing assets		—			—			—			775
Net increase in cash value life insurance		172			178			530			551
Mortgage loan servicing income		1,330			1,262			3,956			3,793
Other		381			134			1,187			514
Total noninterest income		7,322			5,507			21,176			16,325
Noninterest expense
Salaries and employee benefits		7,204			5,865			21,453			16,724
Occupancy and equipment		1,821			1,239			5,332			3,274
Marketing and public relations		378			290			1,147			861
FDIC insurance		190			162			540			425
Provision for mortgage loan repurchase losses		(250	)		(250	)		(750	)		(500	)
Legal expense		97			248			347			609
Other real estate expense, net		4			75			114			382
Mortgage subservicing expense		418			360			1,236			1,049
Amortization of mortgage servicing rights		515			431			1,460			1,344
Other		2,004			1,813			6,084			5,163
Total noninterest expense		12,381			10,233			36,963			29,331
Income before income taxes		5,830			3,332			16,113			9,454
Income tax expense		1,949			931			5,302			2,861
Net income	$	3,881			2,401			10,811			6,593
Earnings per common share:
Basic	$	0.41			0.26			1.15			0.71
Diluted	$	0.40			0.25			1.13			0.69
Weighted average common shares outstanding:
Basic		9,463,722			9,344,683			9,421,042			9,335,495
Diluted		9,674,994			9,548,695			9,595,991			9,513,882

See accompanying notes to consolidated financial statements.

4

CAROLINA FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2015			2014			2015			2014
	(In thousands)
Net income	$	3,881			2,401			10,811			6,593
Other comprehensive income (loss), net of tax:
Unrealized (loss) gain on securities		1,150			361			(834	)		5,023
Tax effect		(414	)		(130	)		300			(1,808	)
Reclassification adjustment for gains included in earnings		(1,017	)		(213	)		(1,459	)		(693	)
Tax effect		366			77			525			249
Transfer from held-to-maturity to available for sale securities		—			—			1,604			—
Tax effect		—			—			(577	)		—
Accretion of unrealized losses on held-to-maturity securities previously recognized in other comprehensive income		—			49			175			148
Tax effect		—			(18	)		(63	)		(53	)
Other comprehensive income (loss), net of tax		85			126			(329	)		2,866
Comprehensive income	$	3,966			2,527			10,482			9,459

See accompanying notes to consolidated financial statements.

5

CAROLINA FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

(Unaudited)

												Accumulated
						Additional						Other
	Common Stock					Paid-in			Retained			Comprehensive
	Shares			Amount		Capital			Earnings			Income (Loss)			Total
	(In thousands, except share data)
Balance, December 31, 2013		9,636,490		$	96		22,337			62,169			(2,375	)		82,227
Stock awards		68,025			1		65			—			—			66
Stock options exercised		11,328			—		49			—			—			49
Excess tax benefit in connection with equity awards		—			—		126			—			—			126
Stock-based compensation expense, net		—			—		490			—			—			490
Net income		—			—		—			6,593			—			6,593
Dividends declared to stockholders		—			—		—			(612	)		—			(612	)
Other comprehensive income, net of tax		—			—		—			—			2,866			2,866
Balance, September 30, 2014		9,715,843		$	97		23,067			68,150			491			91,805
Balance, December 31, 2014		9,717,043		$	97		23,194			69,625			784			93,700
Stock awards		39,291			1		(1	)		—			—			—
Vested stock awards surrendered in cashless exercise		(6,567	)		—		(40	)		(41	)		—			(81	)
Stock options exercised		13,616			—		70			—			—			70
Excess tax benefit in connection with equity awards		—			—		189			—			—			189
Stock-based compensation expense, net		—			—		661			—			—			661
Net income		—			—		—			10,811			—			10,811
Dividends declared to stockholders		—			—		—			(781	)		—			(781	)
Other comprehensive loss, net of tax		—			—		—			—			(329	)		(329	)
Balance, September 30, 2015		9,763,383		$	98		24,073			79,614			455			104,240

See accompanying notes to consolidated financial statements.

6

CAROLINA FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months
	Ended September 30,
	2015			2014
	(In thousands)
Cash flows from operating activities:
Net income	$	10,811			6,593
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred tax benefit		126			182
Amortization of unearned discount/premiums on investments, net		2,377			1,906
Amortization of deferred loan fees		989			(2,088	)
Amortization of mortgage servicing rights		1,460			1,344
Amortization of core deposit intangibles		257			15
Gain on sale of available-for-sale securities, net		(1,459	)		(693	)
Mortgage banking income		(13,874	)		(9,174	)
Originations of loans held for sale		(820,109	)		(736,211	)
Proceeds from sale of loans held for sale		841,880			746,650
Loss on extinquishment of debt		1,215			69
Provision for mortgage loan repurchase losses		(750	)		(500	)
Mortgage loan losses paid, net of recoveries		(161	)		(335	)
Fair value adjustments on interest rate swaps		1,253			574
Stock-based compensation		661			490
Decrease in cash surrender value of bank owned life insurance		18			81
Depreciation		1,318			859
Loss on disposals of premises and equipment		8			8
Loss (gain) on sale of real estate acquired through foreclosure		3			(129	)
Write-down of real estate acquired through foreclosure		—			351
Gain on sale of servicing assets		—			(775	)
Originations of mortgage servicing assets		(2,358	)		(1,122	)
Decrease (increase) in:
Accrued interest receivable		(472	)		(186	)
Other assets		303			1,800
Increase (decrease) in:
Accrued interest payable		(8	)		(12	)
Dividends payable to stockholders		50			202
Accrued expenses and other liabilities		(3,645	)		(2,501	)
Cash flows provided by operating activities		19,893			7,398

Continued

7

CAROLINA FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

(Unaudited)

	For the Nine Months
	Ended September 30,
	2015			2014
	(In thousands)
Cash flows from investing activities:
Activity in available-for-sale securities:
Purchases	$	(189,117	)		(134,519	)
Maturities, payments and calls		38,876			26,739
Proceeds from sales		94,638			56,164
Activity in held-to-maturity securities:
Purchases		(497	)		—
Maturities, payments and calls		199			416
Increase in other investments		(967	)		(69	)
Increase in Federal Home Loan Bank stock		(2,389	)		(2,652	)
Increase in loans receivable, net		(80,942	)		(115,271	)
Proceeds from the sale of servicing assets		—			1,575
Purchase of premises and equipment		(2,403	)		(2,416	)
Proceeds from disposals of premises and equipment		34			—
Proceeds from sale of real estate acquired through foreclosure		1,684			3,142
Increase in core deposit intangibles		—			(175	)
Purchase of bank owned life insurance		(554	)		(550	)
Distribution of bank owned life insurance		175			—
Cash flows used in investing activities		(141,263	)		(167,616	)
Cash flows from financing activities:
Net increase in deposit accounts		69,761			86,371
Net increase in Federal Home Loan Bank advances		54,285			64,931
Principal repayment of subordinated debt		(1,575	)		(225	)
Net decrease in drafts outstanding		(663	)		(623	)
Net increase in advances from borrowers for insurance and taxes		1,027			567
Cash dividends paid on common stock		(781	)		(612	)
Net increase in excess tax benefit in connection with equity awards		189			126
Proceeds from exercise of stock options		70			49
Cash flows provided by financing activities		122,313			150,584
Net increase (decrease) in cash and cash equivalents		943			(9,634	)
Cash and cash equivalents, beginning of period		21,147			38,665
Cash and cash equivalents, end of period	$	22,090			29,031
Supplemental disclosure:
Cash paid for:
Interest on deposits and borrowed funds	$	4,710			4,203
Income taxes paid, net of refunds		4,261			3,061
Noncash investing and financing activities:
Transfer of loans receivable to real estate acquired through foreclosure	$	1,192			1,327
Transfer of held-to-maturity securities to available-for-sale securities		12,652			—
Change in unrealized gain on available-for-sale securities, net of tax effect		(534	)		3,215

See accompanying notes to consolidated financial statements.

8

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Carolina Financial Corporation (“Carolina Financial” or the “Company”), incorporated under the laws of the State of Delaware, is a bank holding company with two wholly-owned subsidiaries, CresCom Bank (the “Bank”) and Carolina Services Corporation of Charleston (“Carolina Services”). Crescent Mortgage Company operates as a wholly-owned subsidiary of CresCom Bank. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, the Bank and Carolina Services. In consolidation, all material intercompany accounts and transactions have been eliminated. The results of operations of the businesses acquired in transactions accounted for as purchases are included only from the dates of acquisition. All majority-owned subsidiaries are consolidated unless control is temporary or does not rest with the Company.

At September 30, 2015 and December 31, 2014, statutory business trusts (“Trusts”) created by the Company had outstanding trust preferred securities with an aggregate par value of $15,000,000. The principal assets of the Trusts are $15,465,000 of the Company’s subordinated debentures with identical rates of interest and maturities as the trust preferred securities. The Trusts have issued $465,000 of common securities to the Company and are included in other investments in the accompanying consolidated balance sheets. The Trusts are not consolidated subsidiaries of the Company.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months and the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission on March 20, 2015. There have been no significant changes to the accounting policies as disclosed in the Company’s Form 10-K.

Management’s Estimates

The financial statements are prepared in accordance with GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, including valuation for impaired loans, the valuation of real estate acquired in connection with foreclosure or in satisfaction of loans, the valuation of securities, the valuation of derivative instruments, the valuation of mortgage servicing rights, the determination of the reserve for mortgage loan repurchase losses, asserted and unasserted legal claims and deferred tax assets or liabilities. In connection with the determination of the allowance for loan losses and foreclosed real estate, management obtains independent appraisals for significant properties. Management must also make estimates in determining the estimated useful lives and methods for depreciating premises and equipment.

Management uses available information to recognize losses on loans and foreclosed real estate. However, future additions to the allowance may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses and foreclosed real estate. Such agencies may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the allowance for loan losses and valuation of foreclosed real estate may change materially in the near term.

9

Earnings Per Share

Basic earnings per share (“EPS”) represents income available to common stockholders divided by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflects additional shares that would have been outstanding if dilutive potential shares had been issued. Potential shares that may be issued by the Company relate solely to outstanding stock options, restricted stock (non-vested shares), and warrants, and are determined using the treasury stock method. Under the treasury stock method, the number of incremental shares is determined by assuming the issuance of stock for the outstanding stock options and warrants, reduced by the number of shares assumed to be repurchased from the issuance proceeds, using the average market price for the period of the Company’s stock. Weighted-average shares for the basic and diluted EPS calculations have been reduced by the average number of unvested restricted shares.

On January 15, 2014, the Board of Directors of the Company declared a two-for-one stock split to stockholders of record dated February 10, 2014, issued on February 28, 2014.

On October 15, 2014, the Board of Directors of the Company declared an additional two-for-one stock split to stockholders of record as of October 31, 2014, issued on November 14, 2014.

On June 22, 2015, the Board of Directors of the Company declared a six-for-five stock split representing a 20% stock dividend to stockholders of record as of July 15, 2015, payable on July 31, 2015.

As such, all share, earnings per share, and per share data have been retroactively adjusted to reflect the stock splits for all periods presented in accordance with GAAP.

Subsequent Events

Subsequent events are material events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the statement of financial condition but arose after that date. Management has reviewed events occurring through the date the financial statements were issued and no subsequent events occurred requiring accrual or disclosure except for the following:

On October 21, 2015, the Company declared a $0.03 per share dividend to stockholders of record on December 18, 2015, payable January 7, 2016.

Reclassification

Certain reclassifications of accounts reported for previous periods have been made in these consolidated financial statements. Such reclassifications had no effect on stockholders’ equity or the net income as previously reported.

Recently Issued Accounting Pronouncements

In January 2014, the Financial Accounting Standards Board (“FASB”) amended the Receivables topic of the Accounting Standards Codification (“ASC”). The amendments are intended to resolve diversity in practice with respect to when a creditor should reclassify a collateralized consumer mortgage loan to other real estate owned (“OREO”). In addition, the amendments require a creditor reclassify a collateralized consumer mortgage loan to OREO upon obtaining legal title to the real estate collateral, or the borrower voluntarily conveying all interest in the real estate property to the lender to satisfy the loan through a deed in lieu of foreclosure or similar legal agreement. The amendments are effective for the Company for annual periods, and interim periods within those annual periods beginning after December 15, 2014 with early implementation of the guidance permitted. In implementing this guidance, assets that are reclassified from real estate to loans are measured at the carrying value of the real estate at the date of adoption. Assets reclassified from loans to real estate are measured at the lower of the net amount of the loan receivable or the fair value of the real estate less costs to sell at the date of adoption. The Company applied the amendments prospectively. These amendments did not have a material effect on its financial statements.

10

In May 2014, 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 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 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 full retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.

In June 2014, the FASB issued guidance which makes limited amendments to the guidance on accounting for certain repurchase agreements. The new guidance (1) requires entities to account for repurchase-to-maturity transactions as secured borrowings (rather than as sales with forward repurchase agreements), (2) eliminates accounting guidance on linked repurchase financing transactions, and (3) expands disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers (specifically, repos, securities lending transactions, and repurchase-to-maturity transactions) accounted for as secured borrowings. The amendments will be effective for the Company for annual period beginning after December 15, 2014. These amendments did not have a material effect on its financial statements.

In June 2014, the FASB issued guidance which clarifies that performance targets associated with stock compensation should be treated as a performance condition and should not be reflected in the grant date fair value of the stock award. The amendments will be effective for the Company for fiscal years that begin after December 15, 2015. The Company will apply the guidance to stock awards with performance targets that are outstanding at the start of the first fiscal year in the financial statements and to all stock awards that are granted or modified after the effective date. 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.

11

In August 2015, the FASB issued amendments to the Interest topic of the Accounting Standards Codification 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.

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.

NOTE 2 - SECURITIES

The amortized cost, gross unrealized gains, gross unrealized losses and fair value of investments securities available-for-sale and held-to-maturity at September 30, 2015 and December 31, 2014 follows:

	September 30, 2015									December 31, 2014
			Gross		Gross							Gross		Gross
	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Value
Securities available-for-sale:	(In thousands)
Municipal securities	$	63,882		1,105		(188	)		64,799		43,119		1,621		(23	)		44,717
US government agencies		7,015		105		—			7,120		4,770		—		(22	)		4,748
Collateralized loan obligations		38,956		—		(328	)		38,628		25,883		11		(22	)		25,872
Mortgage-backed securities:
Agency		110,483		2,234		(125	)		112,592		122,727		2,856		(41	)		125,542
Non-agency		81,597		719		(394	)		81,922		49,936		1,065		(163	)		50,838
Total mortgage-backed securities		192,080		2,953		(519	)		194,514		172,663		3,921		(204	)		176,380
Trust preferred securities		11,379		1,228		(3,687	)		8,920		—		—		—			—
Total	$	313,312		5,391		(4,722	)		313,981		246,435		5,553		(271	)		251,717
Securities held-to-maturity:
Municipal securities	$	17,112		863		—			17,975		16,787		882		(17	)		17,652
Trust preferred securities		—		—		—			—		8,757		3,125		(2,149	)		9,733
Total	$	17,112		863		—			17,975		25,544		4,007		(2,166	)		27,385

12

As of December 31, 2014, the Company had all trust preferred securities classified as held-to-maturity. As a result of the implementation of the regulatory changes in risk weightings and capital deductions dictated by Basel III, the Company transferred all trust preferred securities to available-for-sale during 2015. The transfer was in accordance with ASC 320-10-25-6; therefore, management has determined the transfer out of held-to-maturity is consistent with the original designation and does not taint the remaining portfolio. The amortized cost of the securities reclassified to available-for-sale from held-to-maturity was $11.4 million. The net unrealized gains recorded in other comprehensive income during 2015 as result of this reclassification were approximately $1.0 million.

The following table presents unrealized losses related to the trust preferred securities that were recognized within other comprehensive income at the time of transfer to held-to-maturity as well as the unrealized gains and losses that are not presented in other comprehensive income at December 31, 2014.

	At December 31, 2014
								Recognized in OCI							Not Recognized in OCI
								Gross Unrealized							Gross Unrealized
	Purchased		Cumulative			Carrying							Amortized							Estimated		Collateralization
	Face Value		OTTI			Value		Gains		Losses			Cost		Gains		Losses			Fair Value		Percentage
	(In thousands)
Held-to-Maturity:
Trust Preferred Securities
Total A-Class	$	2,381		—			2,381		—		(558	)		1,823		336		(75	)		2,084		175% - 378%
Total B-Class		11,718		(2,635	)		9,083		—		(2,458	)		6,625		1,788		(2,074	)		6,339		96% - 111%
Total C-Class		2,727		(1,340	)		1,387		—		(1,078	)		309		1,001		—			1,310		92% - 92%
	$	16,826		(3,975	)		12,851		—		(4,094	)		8,757		3,125		(2,149	)		9,733

The underlying issuers in the pools were primarily financial institutions and to a lesser extent, insurance companies and real estate investment trusts. The Company owns both senior and mezzanine tranches in pooled trust preferred securities; however, the Company does not own any income notes. The senior and mezzanine tranches of trust preferred collateralized debt obligations generally have some protection from defaults in the form of over-collateralization and excess spread revenues, along with waterfall structures that redirect cash flows in the event certain coverage test requirements are failed. Generally, senior tranches have the greatest protection, with mezzanine tranches subordinated to the senior tranches, and income notes subordinated to the mezzanine tranches. Unrealized losses recognized in other comprehensive income relate to unrealized losses at the time of transfer from available-for-sale to held-to-maturity and are accreted in accordance with GAAP.

As of September 30, 2015, the Company had one senior trust preferred that was split-rated with an amortized cost of $1.1 million and a fair value of $779,000 and the Company had six mezzanine trust preferred securities with an amortized cost of $10.3 million and a fair value of $8.1 million that was below investment grade. As of December 31, 2014, $0.9 million of the pooled trust preferred securities were investment grade, $1.0 million were split-rated, and $6.9 million were below investment grade. In terms of risk-based capital calculation, the Company allocates additional risk-based capital to the below investment grade securities.

The amortized cost and fair value of debt securities by contractual maturity at September 30, 2015 follows:

	At September 30, 2015
	Amortized		Fair
	Cost		Value
	(In thousands)
Securities available-for-sale:
Less than one year	$	—		—
One to five years		289		294
Six to ten years		21,454		21,684
After ten years		291,569		292,003
Total	$	313,312		313,981
Securities held-to-maturity:
Less than one year	$	—		—
One to five years		—		—
Six to ten years		4,852		4,947
After ten years		12,260		13,028
Total	$	17,112		17,975

The contractual maturity dates of the securities were used for mortgage-backed securities and asset-backed securities. No estimates were made to anticipate principal repayments.

The following table summarizes the gross realized gains and losses from sales of investment securities available-for-sale for the periods indicated.

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2015			2014			2015			2014
	(In thousands)
Proceeds	$	32,829			27,604			94,638			56,164
Realized gains		1,026			340			1,605			860
Realized losses		(9	)		(127	)		(146	)		(167	)
Total investment securities gains, net	$	1,017			213			1,459			693

At September 30, 2015, the Company had pledged with a market value of $48.7 million of securities for Federal Home Loan Bank (“FHLB”) advances.

13

The gross unrealized losses and fair value of the Company’s investments available-for-sale with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2015 are as follows:

	At September 30, 2015
	Less than 12 Months							12 Months or Greater							Total
	Amortized		Fair		Unrealized			Amortized		Fair		Unrealized			Amortized		Fair		Unrealized
	Cost		Value		Losses			Cost		Value		Losses			Cost		Value		Losses
	(In thousands)
Available-for-sale:
Municipal securities	$	19,191		19,003		(188	)		—		—		—			19,191		19,003		(188	)
Collateralized loan obligations		25,249		25,021		(228	)		9,707		9,607		(100	)		34,956		34,628		(328	)
Mortgage-backed securities:
Agency		22,540		22,417		(123	)		866		864		(2	)		23,406		23,281		(125	)
Non-agency		26,319		26,064		(255	)		9,601		9,462		(139	)		35,920		35,526		(394	)
Total mortgage-backed securities		48,859		48,481		(378	)		10,467		10,326		(141	)		59,326		58,807		(519	)
Trust preferred securities		—		—		—			8,825		5,138		(3,687	)		8,825		5,138		(3,687	)
Total	$	93,299		92,505		(794	)		28,999		25,071		(3,928	)		122,298		117,576		(4,722	)
Held-to-maturity:
Municipal securities	$	—		—		—			—		—		—			—		—		—

The gross unrealized losses and fair value of the Company’s investments available-for-sale with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2014 are as follows:

	At December 31, 2014
	Less than 12 Months							12 Months or Greater							Total
	Amortized		Fair		Unrealized			Amortized		Fair		Unrealized			Amortized		Fair		Unrealized
	Cost		Value		Losses			Cost		Value		Losses			Cost		Value		Losses
	(In thousands)
Available-for-sale:
Municipal securities	$	2,479		2,475		(4	)		1,504		1,485		(19	)		3,983		3,960		(23	)
US government agencies		4,770		4,748		(22	)		—		—		—			4,770		4,748		(22	)
Collateralized loan obligations		14,708		14,686		(22	)		—		—		—			14,708		14,686		(22	)
Mortgage-backed securities:
Agency		17,541		17,500		(41	)		—		—		—			17,541		17,500		(41	)
Non-agency		14,284		14,138		(146	)		3,114		3,097		(17	)		17,398		17,235		(163	)
Total mortgage-backed securities		31,825		31,638		(187	)		3,114		3,097		(17	)		34,939		34,735		(204	)
Total	$	53,782		53,547		(235	)		4,618		4,582		(36	)		58,400		58,129		(271	)
Held-to-maturity:
Municipal securities	$	—		—		—			2,363		2,346		(17	)		2,363		2,346		(17	)
Trust preferred securities		—		—		—			7,326		5,177		(2,149	)		7,326		5,177		(2,149	)
Total	$	—		—		—			9,689		7,523		(2,166	)		9,689		7,523		(2,166	)

14

The Company reviews its investment securities portfolio at least quarterly and more frequently when economic conditions warrant, assessing whether there is any indication of other-than-temporary impairment (“OTTI”). Factors considered in the review include estimated future cash flows, length of time and extent to which market value has been less than cost, the financial condition and near term prospect of the issuer, and our intent and ability to retain the security to allow for an anticipated recovery in market value. If the review determines that there is OTTI, then an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made, or a portion may be recognized in other comprehensive income. The fair value of investments on which OTTI is recognized then becomes the new cost basis of the investment.

As of September 30, 2015, trust preferred securities had an amortized cost of $11.4 million and a fair value of $8.9 million. For each trust preferred security, impairment testing is performed on a quarterly basis using a detailed cash flow analysis. The major assumptions used during the quarterly impairment testing are described in the subsequent paragraph.

In 2009, the Company adopted a four year “burst” scenario for its modeled default rates (2010 - 2013) that replicated the default rates for the banking industry from the four peak years of the savings and loan crisis, which then reduced to 0.25% annually. The elevated default rate ended in 2013, and the constant default rate used by the Company is now 0.25% annually. All issuers that were currently in deferral were presumed to be in default. Additionally, all defaults are assumed to have a 15% recovery after two years and 1% of the pool is presumed to prepay annually. If this analysis results in a present value of expected cash flows that is less than the book value of a security (that is, a credit loss exists), OTTI is considered to have occurred. If there is no credit loss, any impairment is considered temporary. The cash flow analysis we performed used discount rates equal to the credit spread at the time of purchase for each security and then added the current three-month LIBOR forward interest rate curve. Based on the cash flow analysis performed at period end, management believes that there are no additional securities other-than-temporarily impaired at September 30, 2015.

At September 30, 2015 and December 31, 2014, the Company had 55 and 26, respectively, individual investments available-for-sale that were in an unrealized loss position. The unrealized losses on the Company’s investments in US government-sponsored agencies, municipal securities, and mortgage-backed securities (agency and non-agency) summarized above were attributable primarily to changes in interest rates. Management has performed various analyses, including cash flows, and determined that no OTTI expense was necessary for the three months or nine months ended September 30, 2015 or 2014.

The Company had 1 municipal securities and 4 trust preferred securities within the held-to-maturity portfolio that were in an unrealized loss position at December 31, 2014. There were no securities held-to-maturity in an unrealized loss position at September 30, 2015.

Management believes that there are no additional securities other-than-temporarily impaired at September 30, 2015. The Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell these securities before recovery of their amortized cost. Management continues to monitor these securities with a high degree of scrutiny. There can be no assurance that the Company will not conclude in future periods that conditions existing at that time indicate some or all of the securities may be sold or are other-than-temporarily impaired, which would require a charge to earnings in such periods.

15

NOTE 3 – DERIVATIVES

The derivative positions of the Company at September 30, 2015 and December 31, 2014 are as follows:

	At September 30,				At December 31,
	2015				2014
	Fair		Notional		Fair		Notional
	Value		Value		Value		Value
	(In thousands)
Derivative assets:
Mortgage loan interest rate lock commitments	$	2,299		160,207		1,122		106,440
Mortgage loan forward sales commitments		513		20,959		567		27,292
	$	2,812		181,166		1,689		133,732
Derivative liabilities:
Mortgage-backed securities forward sales commitments	$	773		112,301		506		93,000
Interest rate swaps		1,321		30,000		530		20,000
	$	2,094		142,301		1,036		113,000

The primary uses of derivative instruments are related to the mortgage banking activities of the Company. As such, the Company holds derivative instruments, which consist of rate lock agreements related to expected funding of fixed-rate mortgage loans to customers (interest rate lock commitments) and forward commitments to sell mortgage-backed securities and individual fixed-rate mortgage loans. The Company’s objective in obtaining the forward commitments is to mitigate the interest rate risk associated with the interest rate lock commitments and the mortgage loans that are held for sale. Derivatives related to these commitments are recorded as either a derivative asset or a derivative liability in the balance sheet and are measured at fair value. Both the interest rate lock commitments and the forward commitments are reported at fair value, with adjustments recorded in current period earnings in mortgage banking income within noninterest income in the consolidated statements of operations.

Derivative instruments not related to mortgage banking activities, were interest rate swap agreements that do not satisfy the hedge accounting requirements are recorded at fair value and are classified with resultant changes in fair value recorded in current period earnings in fair value adjustments on interest rate swaps within noninterest income in the consolidated statements of operations.

When using derivatives to hedge fair value and cash flow risks, the Company exposes itself to potential credit risk from the counterparty to the hedging instrument. This credit risk is normally a small percentage of the notional amount and fluctuates as interest rates change. The Company analyzes and approves credit risk for all potential derivative counterparties prior to execution of any derivative transaction. The Company seeks to minimize credit risk by dealing with highly rated counterparties and by obtaining collateralization for exposures above certain predetermined limits. If significant counterparty risk is determined, the Company would adjust the fair value of the derivative recorded to consider such risk.

16

NOTE 4 - LOANS RECEIVABLE, NET

Loans receivable, net at September 30, 2015 and December 31, 2014 are summarized by category as follows:

	At September 30,					At December 31,
	2015					2014
			% of Total					% of Total
	Amount		Loans			Amount		Loans
	(Dollars in thousands)
Loans secured by real estate:
One-to-four family	$	298,882		34.85	%		252,819		32.48	%
Home equity		23,915		2.79	%		27,547		3.54	%
Commercial real estate		338,767		39.49	%		317,912		40.85	%
Construction and development		81,352		9.48	%		92,008		11.82	%
Consumer loans		5,529		0.64	%		5,675		0.73	%
Commercial business loans		109,343		12.75	%		82,305		10.58	%
Total gross loans receivable		857,788		100.00	%		778,266		100.00	%
Less:
Allowance for loan losses		9,889					9,035
Deferred fees, net		1,016					1,109
Total loans receivable, net	$	846,883					768,122

Included in the loan totals were $69.2 and $80.2 million in loans acquired through branch acquisitions at September 30, 2015 and December 31, 2014, respectively. No allowance for loan losses related to the acquired loans is recorded on the acquisition date because the fair value of the loans acquired incorporates assumptions regarding credit risk.

The composition of gross loans outstanding, net of undisbursed amounts, by rate type is as follows:

	At September 30,				At December 31,
	2015				2014
	(Dollars in thousands)
Variable rate loans	$	379,024	44.19	%		337,802	43.40	%
Fixed rate loans		478,764	55.81	%		440,464	56.60	%
Total loans outstanding	$	857,788	100.00	%		778,266	100.00	%

17

The following table presents activity in the allowance for loan losses for the period indicated. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

Allowance for loan losses:	For the Three Months Ended September 30, 2015
	Loans Secured by Real Estate
	One-to-						Commercial			Construction
	four			Home			real			and						Commercial
	family			equity			estate			development			Consumer			business			Unallocated		Total
	(In thousands)
Balance at July 1, 2015	$	3,213			208			3,434			1,072			50			1,891			149		10,017
Provision for loan losses		241			(42	)		(17	)		(241	)		(28	)		53			34		—
Charge-offs		(623	)		—			—			—			(6	)		(26	)		—		(655	)
Recoveries		198			—			100			166			5			58			—		527
Balance at September 30, 2015	$	3,029			166			3,517			997			21			1,976			183		9,889

	For the Three Months Ended September 30, 2014
	Loans Secured by Real Estate
	One-to-				Commercial			Construction
	four		Home		real			and						Commercial
	family		equity		estate			development			Consumer			business			Unallocated		Total
	(In thousands)
Balance at July 1, 2014	$	2,504		207		3,173			1,225			28			947			578		8,662
Provision for loan losses		82		10		(399	)		(49	)		(11	)		282			85		—
Charge-offs		—		—		—			(2	)		(1	)		(59	)		—		(62	)
Recoveries		18		—		101			124			11			51			—		305
Balance at September 30, 2014	$	2,604		217		2,875			1,298			27			1,221			663		8,905

Allowance for loan losses:	For the Nine Months Ended September 30, 2015
	Loans Secured by Real Estate
	One-to-						Commercial			Construction
	four			Home			real			and						Commercial
	family			equity			estate			development			Consumer			business			Unallocated		Total
	(In thousands)
Balance at January 1, 2015	$	2,888			221			3,283			1,069			30			1,430			114		9,035
Provision for loan losses		240			(55	)		(116	)		(458	)		(25	)		345			69	��	—
Charge-offs		(623	)		—			—			(90	)		(9	)		(67	)		—		(789	)
Recoveries		524			—			350			476			25			268			—		1,643
Balance at September 30, 2015	$	3,029			166			3,517			997			21			1,976			183		9,889

	For the Nine Months Ended September 30, 2014
	Loans Secured by Real Estate
	One-to-						Commercial			Construction
	four			Home			real			and						Commercial
	family			equity			estate			development			Consumer			business			Unallocated			Total
	(In thousands)
Balance at January 1, 2014	$	2,472			231			2,855			1,418			42			339			734			8,091
Provision for loan losses		116			(14	)		(53	)		(401	)		(62	)		485			(71	)		—
Charge-offs		(73	)		—			(28	)		(172	)		(14	)		(59	)		—			(346	)
Recoveries		89			—			101			453			61			456			—			1,160
Balance at September 30, 2014	$	2,604			217			2,875			1,298			27			1,221			663			8,905

18

The following table disaggregates our allowance for loan losses and recorded investment in loans by impairment methodology.

	Loans Secured by Real Estate
	One-to-				Commercial		Construction
	four		Home		real		and				Commercial
	family		equity		estate		development		Consumer		business		Unallocated		Total
	(In thousands)
At September 30, 2015:
Allowance for loan losses ending balances:
Individually evaluated for impairment	$	255		—		343		129		9		3		—		739
Collectively evaluated for impairment		2,774		166		3,174		868		12		1,973		183		9,150
	$	3,029		166		3,517		997		21		1,976		183		9,889
Loans receivable ending balances:
Individually evaluated for impairment	$	4,184		—		9,504		633		75		1,065		—		15,461
Collectively evaluated for impairment		294,698		23,915		329,263		80,719		5,455		108,278		—		842,328
Total loans receivable	$	298,882		23,915		338,767		81,352		5,529		109,343		—		857,788
At December 31, 2014:
Allowance for loan losses ending balances:
Individually evaluated for impairment	$	364		—		30		90		1		—		—		485
Collectively evaluated for impairment		2,524		221		3,253		979		29		1,430		114		8,550
	$	2,888		221		3,283		1,069		30		1,430		114		9,035
Loans receivable ending balances:
Individually evaluated for impairment	$	3,249		63		8,153		267		30		1,730		—		13,492
Collectively evaluated for impairment		249,570		27,484		309,759		91,741		5,645		80,575		—		764,774
Total loans receivable	$	252,819		27,547		317,912		92,008		5,675		82,305		—		778,266

19

The following table presents impaired loans individually evaluated for impairment in the segmented portfolio categories and the corresponding allowance for loan losses as of September 30, 2015 and December 31, 2014. The recorded investment is defined as the original amount of the loan, net of any deferred costs and fees, less any principal reductions and direct charge-offs. Unpaid principal balance includes amounts previously included in charge-offs.

	At September 30, 2015						At December 31, 2014
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance
	(In thousands)
With no related allowance recorded:
Loans secured by real estate:
One-to-four family	$	3,870		5,367		—		2,008		3,731		—
Home equity		—		347		—		63		410		—
Commercial real estate		7,657		8,202		—		7,893		8,439		—
Construction and development		16		1,854		—		—		1,733		—
Consumer loans		66		431		—		29		506		—
Commercial business loans		1,062		2,257		—		1,730		2,927		—
		12,671		18,458		—		11,723		17,746		—
With an allowance recorded:
Loans secured by real estate:
One-to-four family		314		314		255		1,241		1,241		364
Home equity		—		—		—		—		—		—
Commercial real estate		1,847		1,847		343		260		260		30
Construction and development		617		617		129		267		267		90
Consumer loans		9		9		9		1		1		1
Commercial business loans		3		3		3		—		—		—
		2,790		2,790		739		1,769		1,769		485
Total:
Loans secured by real estate:
One-to-four family		4,184		5,681		255		3,249		4,972		364
Home equity		—		347		—		63		410		—
Commercial real estate		9,504		10,049		343		8,153		8,699		30
Construction and development		633		2,471		129		267		2,000		90
Consumer loans		75		440		9		30		507		1
Commercial business loans		1,065		2,260		3		1,730		2,927		—
	$	15,461		21,248		739		13,492		19,515		485

20

The following table presents the average recorded investment and interest income recognized on impaired loans individually evaluated for impairment in the segmented portfolio categories for the three months and nine months ended September 30, 2015 and 2014.

	For the Three Months Ended September 30,									For the Nine Months Ended September 30,
	2015					2014				2015				2014
	Average		Interest			Average		Interest		Average		Interest		Average		Interest
	Recorded		Income			Recorded		Income		Recorded		Income		Recorded		Income
	Investment		Recognized			Investment		Recognized		Investment		Recognized		Investment		Recognized
	(In thousands)
With no related allowance recorded:
Loans secured by real estate:
One-to-four family	$	3,631		71			5,051		39		3,305		190		5,413		84
Home equity		—		—			—		—		31		2		—		—
Commercial real estate		8,511		120			11,093		166		8,154		303		14,647		433
Construction and development		6		—			307		6		128		—		388		9
Consumer loans		54		27			23		—		41		28		22		1
Commercial business loans		1,140		25			2,358		55		1,500		112		2,367		107
		13,342		243			18,832		266		13,159		635		22,837		634
With an allowance recorded:
Loans secured by real estate:
One-to-four family		315		—			908		4		317		—		505		6
Home equity		—		—			—		—		—		—		—		—
Commercial real estate		1,046		(20	)		263		5		606		22		267		14
Construction and development		617		(2	)		267		—		257		15		156		1
Consumer loans		9		—			3		—		7		—		5		—
Commercial business loans		3		—			2		—		3		—		4		—
		1,990		(22	)		1,443		9		1,190		37		937		21
Total:
Loans secured by real estate:
One-to-four family		3,946		71			5,959		43		3,622		190		5,918		90
Home equity		—		—			—		—		31		2		—		—
Commercial real estate		9,557		100			11,356		171		8,760		325		14,914		447
Construction and development		623		(2	)		574		6		385		15		544		10
Consumer loans		63		27			26		—		48		28		27		1
Commercial business loans		1,143		25			2,360		55		1,503		112		2,371		107
	$	15,332		221			20,275		275		14,349		672		23,774		655

21

A loan is considered past due if the required principal and interest payment has not been received as of the due date. The following schedule is an aging of past due loans receivable by portfolio segment as of September 30, 2015 and December 31, 2014.

	At September 30, 2015
	Real Estate Loans
	One-to-				Commercial		Construction
	four		Home		real		and				Commercial
	family		equity		estate		development		Consumer		business		Total
	(In thousands)
30-59 days past due	$	—		—		—		9		14		30		53
60-89 days past due		106		—		—		—		—		—		106
90 days or more past due		2,114		—		547		490		59		3		3,213
Total past due		2,220		—		547		499		73		33		3,372
Current		296,662		23,915		338,220		80,853		5,456		109,310		854,416
Total loans receivable	$	298,882		23,915		338,767		81,352		5,529		109,343		857,788

	At December 31, 2014
	Real Estate Loans
	One-to-				Commercial		Construction
	four		Home		real		and				Commercial
	family		equity		estate		development		Consumer		business		Total
	(In thousands)
30-59 days past due	$	336		17		260		60		22		27		722
60-89 days past due		188		—		—		—		6		—		194
90 days or more past due		1,589		—		333		267		6		—		2,195
Total past due		2,113		17		593		327		34		27		3,111
Current		250,706		27,530		317,319		91,681		5,641		82,278		775,155
Total loans receivable	$	252,819		27,547		317,912		92,008		5,675		82,305		778,266

Loans are generally placed in nonaccrual status when the collection of principal and interest is 90 days or more past due, unless the obligation is both well-secured and in the process of collection. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest payments received while the loan is on nonaccrual are applied to the principal balance. No interest income was recognized on impaired loans subsequent to the nonaccrual status designation. A loan is returned to accrual status when the borrower makes consistent payments according to contractual terms and future payments are reasonably assured.

There were no loans past due 90 days or more and still accruing at September 30, 2015 or December 31, 2014.

22

The following is a schedule of loans receivable, by portfolio segment, on nonaccrual at September 30, 2015 and December 31, 2014.

	At September 30,		At December 31,
	2015		2014
Loans secured by real estate:	(In thousands)
One-to-four family	$	2,154		1,720
Home equity		—		63
Commercial real estate		2,019		333
Construction and development		633		267
Consumer loans		59		12
Commercial business loans		33		39
	$	4,898		2,434

The Company uses several metrics as credit quality indicators of current or potential risks as part of the ongoing monitoring of credit quality of its loan portfolio. The credit quality indicators are periodically reviewed and updated on a case-by-case basis. The Company uses the following definitions for the internal risk rating grades, listed from the least risk to the highest risk.

Pass: These loans range from minimal credit risk to average, however, still acceptable credit risk.

Special mention: A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the institution’s credit position at some future date.

Substandard: A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that may jeopardize the liquidation of the debt. A substandard loan is characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

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

The Company uses the following definitions in the tables below:

Nonperforming: Loans on nonaccrual status plus loans greater than 90 days past due still accruing interest.

Performing: All current loans plus loans less than 90 days past due.

23

The following is a schedule of the credit quality of loans receivable, by portfolio segment, as of September 30, 2015 and December 31, 2014.

	At September 30, 2015
	Real Estate Loans
	One-to-				Commercial		Construction
	four		Home		real		and				Commercial
	family		equity		estate		development		Consumer		business		Total
	(In thousands)
Internal Risk Rating Grades:
Pass	$	296,007		23,915		328,778		80,510		5,470		109,019		843,699
Special Mention		545		—		7,823		209		—		169		8,746
Substandard		2,330		—		2,166		633		59		155		5,343
Total loans receivable	$	298,882		23,915		338,767		81,352		5,529		109,343		857,788
Performing	$	296,728		23,915		336,748		80,719		5,470		109,310		852,890
Nonperforming:
90 days or more and still accruing		—		—		—		—		—		—		—
Nonaccrual		2,154		—		2,019		633		59		33		4,898
Total nonperforming		2,154		—		2,019		633		59		33		4,898
Total loans receivable	$	298,882		23,915		338,767		81,352		5,529		109,343		857,788

	At December 31, 2014
	Real Estate Loans
	One-to-				Commercial		Construction
	four		Home		real		and				Commercial
	family		equity		estate		development		Consumer		business		Total
	(In thousands)
Internal Risk Rating Grades:
Pass	$	249,781		27,485		307,283		91,441		5,661		81,499		763,150
Special Mention		1,318		—		10,037		300		1		217		11,873
Substandard		1,720		63		592		267		12		589		3,243
Total loans receivable	$	252,819		27,548		317,912		92,008		5,674		82,305		778,266
Performing	$	251,099		27,485		317,579		91,741		5,662		82,266		775,832
Nonperforming:
90 days or more and still accruing		—		—		—		—		—		—		—
Nonaccrual		1,720		63		333		267		12		39		2,434
Total nonperforming		1,720		63		333		267		12		39		2,434
Total loans receivable	$	252,819		27,548		317,912		92,008		5,674		82,305		778,266

24

Troubled Debt Restructurings

At September 30, 2015, there were $10.6 million in loans designated as troubled debt restructurings of which $10.6 million were accruing. At December 31, 2014, there were $10.8 million in loans designated as troubled debt restructurings of which $10.7 million were accruing.

There were no loans designated as troubled debt restructuring during the three months ended September 30, 2015 or the three and nine months ended September 30, 2014. There was one relationship totaling fourteen loans designated as a troubled debt restructuring during the nine months ended September 30, 2015. All loans within this relationship were designated as a troubled debt restructuring due to a change in payment structure. Eleven loans were within the one-to-four family loan segment with a pre-modification and post-modification recorded investment of $749,000. Two loans were within the commercial real estate loan segment with a pre-modification and post-modification recorded investment of $147,000. One loan was within the commercial and industrial loan segment with a pre-modification and post-modification recorded investment of $14,000.

No loans previously restructured in the twelve months prior to September 30, 2015 and 2014 went into default during the three and nine months ended September 30, 2015 and 2014.

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

NOTE 5 – REAL ESTATE ACQUIRED THROUGH FORECLOSURE

The following presents summarized activity in other real estate owned for the periods ended September 30, 2015 and December 31, 2014:

	September 30,			December 31,
	2015			2014
	(In thousands)
Balance at beginning of period	$	3,239			6,273
Additions		1,192			1,461
Sales		(1,687	)		(3,969	)
Write downs		—			(526	)
Balance at end of period	$	2,744			3,239

A summary of the composition of real estate acquired through foreclosure follows:

	At September 30,		At December 31,
	2015		2014
	(In thousands)
Real estate loans:
One-to-four family	$	884		245
Commercial real estate		468		954
Construction and development		1,392		2,040
	$	2,744		3,239

25

NOTE 6 - DEPOSITS

Deposits outstanding by type of account at September 30, 2015 and December 31, 2014 are summarized as follows:

	At September 30,		At December 31,
	2015		2014
	(In thousands)
Noninterest-bearing demand accounts	$	188,191		142,900
Interest-bearing demand accounts		158,981		183,550
Savings accounts		39,050		36,630
Money market accounts		224,219		246,116
Certificates of deposit:
Less than $250,000		404,802		335,740
$250,000 or more		18,708		19,254
Total certificates of deposit		423,510		354,994
Total deposits	$	1,033,951		964,190

The aggregate amount of brokered certificates of deposit was $92.1 million and $77.3 million at September 30, 2015 and December 31, 2014, respectively. The aggregate amount of institutional certificates of deposit was $48.9 million and $44.8 million at September 30, 2015 and December 31, 2014, respectively. Brokered certificates of deposit and institutional certificates are included in the table above under certificates of deposit less than $250,000.

The Company has pledged $15.1 million of securities as of September 30, 2015 to secure public agency funds.

NOTE 7 – ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

Current accounting literature requires disclosures about the fair value of all financial instruments whether or not recognized in the balance sheet, for which it is practicable to estimate the value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized through immediate settlement of the instrument. Certain items are specifically excluded from disclosure requirements, including the Company’s stock, premises and equipment, accrued interest receivable and payable and other assets and liabilities.

The fair value of a financial instrument is an amount at which the asset or obligation could be exchanged in a current transaction between willing parties, other than in a forced sale. Fair values are estimated at a specific point in time based on relevant market information and information about the financial instruments. Because no market value exists for a significant portion of the financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors.

The Company has used management’s best estimate of fair value based on the above assumptions. Thus the fair values presented may not be the amounts that could be realized in an immediate sale or settlement of the instrument. In addition, any income taxes or other expenses that would be incurred in an actual sale or settlement are not taken into consideration in the fair values presented.

26

The Company determines the fair value of its financial instruments based on the fair value hierarchy established under ASC 820-10, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the financial instrument’s fair value measurement in its entirety. There are three levels of inputs that may be used to measure fair value. The three levels of inputs of the valuation hierarchy are defined below:

Level 1	Quoted prices (unadjusted) in active markets for identical assets and liabilities for the instrument or security to be valued. Level 1 assets include marketable equity securities as well as U.S. Treasury securities that are highly liquid and are actively traded in over-the-counter markets.
Level 2	Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or model-based valuation techniques for which all significant assumptions are derived principally from or corroborated by observable market data. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined by using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. U.S. Government sponsored agency securities, mortgage-backed securities issued by U.S. Government sponsored enterprises and agencies, obligations of states and municipalities, collateralized mortgage obligations issued by U.S. Government sponsored enterprises, and mortgage loans held-for-sale are generally included in this category. Certain private equity investments that invest in publicly traded companies are also considered Level 2 assets.
Level 3	Unobservable inputs that are supported by little, if any, market activity for the asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow models and similar techniques, and may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability. These methods of valuation may result in a significant portion of the fair value being derived from unobservable assumptions that reflect The Company’s own estimates for assumptions that market participants would use in pricing the asset or liability. This category primarily includes collateral-dependent impaired loans, other real estate, certain equity investments, and certain private equity investments.

Cash and due from banks - The carrying amounts of these financial instruments approximate fair value. All mature within 90 days and present no anticipated credit concerns.

Interest-bearing cash - The carrying amounts of these financial instruments approximate fair value.

Securities available-for-sale and securities held-to-maturity – Fair values for investment securities available-for-sale and securities held-to-maturity are based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions.

FHLB stock and other investments - The carrying amounts of these financial instruments approximate fair value.

27

Mortgage loans held for sale – Mortgage loans held for sale are recorded at either fair value, if elected, or the lower of cost or fair value on an individual loan basis. Origination fees and costs for loans held for sale recorded at lower of cost or market are capitalized in the basis of the loan and are included in the calculation of realized gains and losses upon sale. Origination fees and costs are recognized in earnings at the time of origination for loans held for sale that are recorded at fair value. Fair value is derived from observable current market prices, when available, and includes loan servicing value. When observable market prices are not available, the Company uses judgment and estimates fair value using internal models, in which the Company uses its best estimates of assumptions it believes would be used by market participants in estimating fair value. Mortgage loans held for sale are classified within Level 2 of the valuation hierarchy.

Loans receivable - For variable rate loans that reprice frequently and have no significant change in credit risk, estimated fair values are based on carrying values and are classified as Level 3. Estimated fair values for certain mortgage loans and consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics and are classified as Level 3. Estimated fair values for commercial real estate and commercial loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality and are classified as Level 3. Estimated fair values on impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable. Impaired loans not requiring a specific charge against the allowance represent loans for which the fair value of the expected repayments or collateral meet or exceed the recorded investment in the loan. Loans which are deemed to be impaired are primarily valued on a nonrecurring basis at the fair value of the underlying real estate collateral. Such fair values are obtained using independent appraisals, which the Company considers to be Level 3 inputs.

Mortgage servicing rights - The Company initially measures servicing assets and liabilities retained related to the sale of residential loans held for sale (“mortgage servicing rights”) at fair value, if practicable. For subsequent measurement purposes, the Company measures servicing assets and liabilities based on the lower of cost or market.

Bank-owned life insurance - The cash surrender value of bank owned life insurance policies held by the Bank approximates fair values of the policies.

Deposits - The estimated fair value of demand deposits, savings accounts, and money market accounts is the amount payable on demand at the reporting date. The estimated fair value of fixed maturity certificates of deposits is estimated by discounting the future cash flows using rates currently offered for deposits of similar remaining maturities.

Short-term borrowed funds - The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings maturing within 90 days approximate their fair values. Estimated fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Long-term debt - The estimated fair values of the Company’s long-term debt are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

28

Derivative assets and liabilities – The primary use of derivative instruments is related to the mortgage banking activities of the Company. The Company’s wholesale mortgage banking subsidiary enters into interest rate lock commitments related to expected funding of residential mortgage loans at specified times in the future. Interest rate lock commitments that relate to the origination of mortgage loans that will be held-for-sale are considered derivative instruments under applicable accounting guidance. As such, the Company records its interest rate lock commitments and forward loan sales commitments at fair value, determined as the amount that would be required to settle each of these derivative financial instruments at the balance sheet date. In the normal course of business, the mortgage subsidiary enters into contractual interest rate lock commitments to extend credit, if approved, at a fixed interest rate and with fixed expiration dates. The commitments become effective when the borrowers “lock-in” a specified interest rate within the time frames established by the mortgage banking subsidiary. Market risk arises if interest rates move adversely between the time of the interest rate lock by the borrower and the sale date of the loan to an investor. To mitigate the effect of the interest rate risk inherent in providing interest rate lock commitments to borrowers, the mortgage banking subsidiary enters into best efforts forward sales contracts with third party investors. The forward sales contracts lock in a price for the sale of loans similar to the specific interest rate lock commitments. Both the interest rate lock commitments to the borrowers and the forward sales contracts to the investors that extend through to the date the loan may close are derivatives, and accordingly, are marked to fair value through earnings. In estimating the fair value of an interest rate lock commitment, the Company assigns a probability to the interest rate lock commitment based on an expectation that it will be exercised and the loan will be funded. The fair value of the interest rate lock commitment is derived from the fair value of related mortgage loans, which is based on observable market data and includes the expected net future cash flows related to servicing of the loans. The fair value of the interest rate lock commitment is also derived from inputs that include guarantee fees negotiated with the agencies and private investors, buy-up and buy-down values provided by the agencies and private investors, and interest rate spreads for the difference between retail and wholesale mortgage rates. Management also applies fall-out ratio assumptions for those interest rate lock commitments for which we do not close a mortgage loan. The fall-out ratio assumptions are based on the mortgage subsidiary’s historical experience, conversion ratios for similar loan commitments, and market conditions. While fall-out tendencies are not exact predictions of which loans will or will not close, historical performance review of loan-level data provides the basis for determining the appropriate fall out ratios. In addition, on a periodic basis, the mortgage banking subsidiary performs analysis of actual rate lock fall-out experience to determine the sensitivity of the mortgage pipeline to interest rate changes from the date of the commitment through loan origination, and then period end, using applicable published mortgage-backed investment security prices. The expected fall-out ratios (or conversely the “pull-through” percentages) are applied to the determined fair value of the unclosed mortgage pipeline in accordance with GAAP. Changes to the fair value of interest rate lock commitments are recognized based on interest rate changes, changes in the probability that the commitment will be exercised, and the passage of time. The fair value of the forward sales contracts to investors considers the market price movement of the same type of security between the trade date and the balance sheet date. These instruments are defined as Level 2 within the valuation hierarchy.

Derivative instruments not related to mortgage banking activities, including financial futures commitments and interest rate swap agreements that do not satisfy the hedge accounting requirements are recorded at fair value and are classified with resultant changes in fair value being recognized in noninterest income in the consolidated statement of operations. Fair values for these instruments are based on quoted market prices, when available. As such, the fair value adjustments for derivatives with fair values based on quoted market prices are recurring Level 1.

Commitments to extend credit – The carrying amounts of these commitments are considered to be a reasonable estimate of fair value because the commitments underlying interest rates are based upon current market rates.

Off-balance sheet financial instruments – Contract values and fair values for off-balance sheet, credit-related financial instruments are based on estimated fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and counterparties’ credit standing.

29

The carrying amount and estimated fair value of the Company’s financial instruments at September 30, 2015 and December 31, 2014 are as follows:

	At September 30, 2015
	Carrying		Fair Value
	Amount		Total		Level 1		Level 2		Level 3
Financial assets:	(In thousands)
Cash and due from banks	$	11,473		11,473		11,473		—		—
Interest-bearing cash		10,617		10,617		10,617		—		—
Securities available-for-sale		313,981		313,981		—		313,981		—
Securities held-to-maturity		17,112		17,975		—		17,975		—
Federal Home Loan Bank stock		7,794		7,794		—		—		7,794
Other investments		3,281		3,281		—		—		3,281
Derivative assets		2,812		2,812		—		2,812		—
Loans held for sale		31,697		31,697		—		31,697		—
Loans receivable, net		846,883		849,630		—		—		849,630
Cash value life insurance		21,893		21,893		—		21,893		—
Accrued interest receivable		4,100		4,100		—		4,100		—
Mortgage servicing rights		11,079		16,218		—		16,218		—
Financial liabilities:
Deposits		1,033,951		1,034,347		—		1,034,347		—
Short-term borrowed funds		105,000		104,895		—		104,895		—
Long-term debt		68,465		71,192		—		71,192		—
Derivative liabilities		2,094		2,094		1,321		773		—
Accrued interest payable		304		304		—		304		—

	At December 31, 2014
	Carrying		Fair Value
	Amount		Total		Level 1		Level 2		Level 3
Financial assets:	(In thousands)
Cash and due from banks	$	10,453		10,453		10,453		—		—
Interest-bearing cash		10,694		10,694		10,694		—		—
Securities available-for-sale		251,717		251,717		—		251,717		—
Securities held-to-maturity		25,544		27,385		—		27,385		—
Federal Home Loan Bank stock		5,405		5,405		—		—		5,405
Other investments		2,309		2,309		—		—		2,309
Derivative assets		1,689		1,689		—		1,689		—
Loans held for sale		40,912		40,912		—		40,912		—
Loans receivable, net		768,122		785,109		—		—		785,109
Cash value life insurance		21,532		21,532		—		21,532		—
Accrued interest receivable		3,628		3,628		—		3,628		—
Mortgage servicing rights		10,181		15,147		—		15,147		—
Financial liabilities:
Deposits		964,190		962,763		—		962,763		—
Short-term borrowed funds		57,800		57,745		—		57,745		—
Long-term debt		61,740		65,516		—		65,516		—
Derivative liabilities		1,036		1,036		530		506		—
Accrued interest payable		312		312		—		312		—

30

	At September 30, 2015				At December 31, 2014
	Notional		Estimated		Notional		Estimated
	Amount		Fair Value		Amount		Fair Value
Off-Balance Sheet Financial Instruments:	(In thousands)
Commitments to extend credit	$	68,854		—		68,181		—
Standby letters of credit		835		—		1,982		—
Derivative assets:
Mortgage loan interest rate lock commitments		160,207		2,299		106,440		1,122
Mortgage loan forward sales commitments		20,959		513		27,292		567
Derivative liabilities:
Mortgage-backed securities forward sales commitments		112,301		773		93,000		506
Interest rate swaps		30,000		1,321		20,000		530

In determining appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to fair value disclosures. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3.

Following is a description of valuation methodologies used for assets recorded at fair value on a recurring and non-recurring basis.

31

Investment Securities Available-for-Sale

Measurement is on a recurring basis upon quoted market prices, if available. If quoted market prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for prepayment assumptions, projected credit losses, and liquidity. At September 30, 2015 and December 31, 2014, the Company’s investment securities available-for-sale are recurring Level 2.

Mortgage Loans Held for Sale

Mortgage loans held for sale are recorded at either fair value, if elected, or the lower of cost or fair value on an individual loan basis. Origination fees and costs for loans held for sale recorded at lower of cost or market are capitalized in the basis of the loan and are included in the calculation of realized gains and losses upon sale. Origination fees and costs are recognized in earnings at the time of origination for loans held for sale that are recorded at fair value. Fair value is derived from observable current market prices, when available, and includes loan servicing value. When observable market prices are not available, the Company uses judgment and estimates fair value using internal models, in which the Company uses its best estimates of assumptions it believes would be used by market participants in estimating fair value. Mortgage loans held for sale are classified within Level 2 of the valuation hierarchy.

Derivative Assets and Liabilities

The primary use of derivative instruments is related to the mortgage banking activities of the Company. The Company’s wholesale mortgage banking subsidiary enters into interest rate lock commitments related to expected funding of residential mortgage loans at specified times in the future. Interest rate lock commitments that relate to the origination of mortgage loans that will be held-for-sale are considered derivative instruments under applicable accounting guidance. As such, the Company records its interest rate lock commitments and forward loan sales commitments at fair value, determined as the amount that would be required to settle each of these derivative financial instruments at the balance sheet date. In the normal course of business, the mortgage subsidiary enters into contractual interest rate lock commitments to extend credit, if approved, at a fixed interest rate and with fixed expiration dates. The commitments become effective when the borrowers “lock-in” a specified interest rate within the time frames established by the mortgage banking subsidiary. Market risk arises if interest rates move adversely between the time of the interest rate lock by the borrower and the sale date of the loan to an investor. To mitigate the effect of the interest rate risk inherent in providing interest rate lock commitments to borrowers, the mortgage banking subsidiary enters into best efforts forward sales contracts with third party investors. The forward sales contracts lock in a price for the sale of loans similar to the specific interest rate lock commitments. Both the interest rate lock commitments to the borrowers and the forward sales contracts to the investors that extend through to the date the loan may close are derivatives, and accordingly, are marked to fair value through earnings. In estimating the fair value of an interest rate lock commitment, the Company assigns a probability to the interest rate lock commitment based on an expectation that it will be exercised and the loan will be funded. The fair value of the interest rate lock commitment is derived from the fair value of related mortgage loans, which is based on observable market data and includes the expected net future cash flows related to servicing of the loans. The fair value of the interest rate lock commitment is also derived from inputs that include guarantee fees negotiated with the agencies and private investors, buy-up and buy-down values provided by the agencies and private investors, and interest rate spreads for the difference between retail and wholesale mortgage rates. Management also applies fall-out ratio assumptions for those interest rate lock commitments for which we do not close a mortgage loan. The fall-out ratio assumptions are based on the mortgage subsidiary’s historical experience, conversion ratios for similar loan commitments, and market conditions. While fall-out tendencies are not exact predictions of which loans will or will not close, historical performance review of loan-level data provides the basis for determining the appropriate fall-out ratios. In addition, on a periodic basis, the mortgage banking subsidiary performs analysis of actual rate lock fall-out experience to determine the sensitivity of the mortgage pipeline to interest rate changes from the date of the commitment through loan origination, and then period end, using applicable published mortgage-backed investment security prices. The expected fall-out ratios (or conversely the “pull-through” percentages) are applied to the determined fair value of the unclosed mortgage pipeline in accordance with GAAP. Changes to the fair value of interest rate lock commitments are recognized based on interest rate changes, changes in the probability that the commitment will be exercised, and the passage of time. The fair value of the forward sales contracts to investors considers the market price movement of the same type of security between the trade date and the balance sheet date. These instruments are defined as Level 2 within the valuation hierarchy.

Derivative instruments not related to mortgage banking activities, including financial futures commitments and interest rate swap agreements that do not satisfy the hedge accounting requirements are recorded at fair value and are classified with resultant changes in fair value being recognized in noninterest income in the consolidated statement of operations. Fair values for these instruments are based on quoted market prices, when available. As such, the fair value adjustments for derivatives with fair values based on quoted market prices in an active market are recurring Level 1.

Impaired Loans

Loans that are considered impaired are recorded at fair value on a nonrecurring basis. Once a loan is considered impaired, the fair value is measured using one of several methods, including collateral liquidation value, market value of similar debt and discounted cash flows. Those impaired loans not requiring a specific charge against the allowance represent loans for which the fair value of the expected repayments or collateral meet or exceed the recorded investment in the loan. Loans which are deemed to be impaired are primarily valued on a nonrecurring basis at the fair value of the underlying real estate collateral. Such fair values are obtained using independent appraisals, which the Company considers to be Level 3 inputs.

Other Real Estate Owned (“OREO”)

OREO is carried at the lower of carrying value or fair value on a nonrecurring basis.  Fair value is based upon independent appraisals or management’s estimation of the collateral and is considered a Level 3 measurement.  When the OREO value is based upon a current appraisal or when a current appraisal is not available or there is estimated further impairment, the measurement is considered a Level 3 measurement.

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Assets and liabilities measured at fair value on a recurring basis are as follows as of September 30, 2015 and December 31, 2014:

	Quoted market price		Significant other		Significant other
	in active markets		observable inputs		unobservable inputs
	(Level 1)		(Level 2)		(Level 3)
	(In thousands)
September 30, 2015
Available-for-sale investment securities:
Municipal securities	$	—		64,799		—
US government agencies		—		7,120		—
Collateralized loan obligations		—		38,628		—
Mortgage-backed securities:
Agency		—		112,592		—
Non-agency		—		81,922		—
Trust Preferred Securities		—		8,920		—
Loans held for sale		—		31,697		—
Derivative assets:
Mortgage loan interest rate lock commitments		—		2,299		—
Mortgage loan forward sales commitments		—		513		—
Derivative liabilities:
Mortgage-backed securities forward sales commitments		—		773		—
Interest rate swaps		1,321		—		—
Total	$	1,321		349,263		—
December 31, 2014
Available-for-sale investment securities:
Municipal securities	$	—		44,717		—
US government agencies		—		4,748		—
Collateralized loan obligations		—		25,872		—
Mortgage-backed securities:
Agency		—		125,542		—
Non-agency		—		50,838		—
Loans held for sale		—		40,912		—
Derivative assets:
Mortgage loan interest rate lock commitments		—		1,122		—
Mortgage loan forward sales commitment		—		567		—
Derivative liabilities:
Mortgage-backed securities forward sales commitments		—		506		—
Interest rate swaps		530		—		—
Total	$	530		294,824		—

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Assets measured at fair value on a nonrecurring basis are as follows as of September 30, 2015 and December 31, 2014:

	Quoted market price		Significant other		Significant other
	in active markets		observable inputs		unobservable inputs
	(Level 1)		(Level 2)		(Level 3)
	(In thousands)
September 30, 2015
Impaired loans:
Loans secured by real estate:
One-to-four family	$	—		—		3,929
Home equity		—		—		—
Commercial real estate		—		—		9,161
Construction and development		—		—		504
Consumer loans		—		—		66
Commercial business loans		—		—		1,062
Real estate owned:
One-to-four family		—		—		884
Commercial real estate		—		—		468
Construction and development		—		—		1,392
Total	$	—		—		17,466
December 31, 2014
Impaired loans:
Loans secured by real estate:
One-to-four family	$	—		—		2,885
Home equity		—		—		63
Commercial real estate		—		—		8,123
Construction and development		—		—		177
Consumer loans		—		—		29
Commercial business loans		—		—		1,730
Real estate owned:
One-to-four family		—		—		2,040
Commercial real estate		—		—		245
Construction and development		—		—		954
Total	$	—		—		16,246

For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of September 30, 2015 and December 31, 2014, the significant unobservable inputs used in the fair value measurements were as follows:

	September 30, 2015 and December 31, 2014
		Significant	Significant Unobservable
	Valuation Technique	Observable Inputs	Inputs
Impaired Loans	Appraisal Value	Appraisals and or sales of	Appraisals discounted 10% to 20% for
		comparable properties	sales commissions and other holding costs
Real estate owned	Appraisal Value/	Appraisals and or sales of	Appraisals discounted 10% to 20% for
	Comparison Sales/	comparable properties	sales commissions and other holding costs
	Other estimates

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NOTE 8 - EARNINGS PER SHARE

Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding plus the weighted average number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Diluted earnings per share include the effects of outstanding stock options and restricted stock issued by the Company, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises and vesting were used to acquire shares of common stock at the average market price during the reporting period.

On January 15, 2014, the Board of Directors of the Company declared a two-for-one stock split to stockholders of record dated February 10, 2014, issued on February 28, 2014.

On October 15, 2014, the Board of Directors of the Company declared an additional two-for-one stock split to stockholders of record as of October 31, 2014, issued on November 14, 2014.

On June 22, 2015, the Board of Directors of the Company declared a six-for-five stock split representing a 20% stock dividend to stockholders of record as of July 15, 2015, payable on July 31, 2015.

All share, earnings per share, and per share data have been retroactively adjusted to reflect the stock splits for all periods presented in accordance with GAAP.

The following is a summary of the reconciliation of weighted average shares outstanding for the three months and nine months ended September 30, 2015 and 2014:

	For the Three Months Ended September 30,
	2015				2014
	Basic		Diluted		Basic		Diluted
Weighted average shares outstanding		9,463,722		9,463,722		9,344,683		9,344,683
Effect of dilutive securities		—		211,272		—		204,012
Weighted average shares outstanding		9,463,722		9,674,994		9,344,683		9,548,695

	For the Nine Months Ended September 30,
	2015				2014
	Basic		Diluted		Basic		Diluted
Weighted average shares outstanding		9,421,042		9,421,042		9,335,495		9,335,495
Effect of dilutive securities		—		174,949		—		178,387
Weighted average shares outstanding		9,421,042		9,595,991		9,335,495		9,513,882

The following is a summary of the reconciliation of shares issued and outstanding and unvested restricted stock awards as of September 30, 2015 and 2014:

	As of September 30,
	2015			2014
Issued and outstanding shares		9,763,383			9,715,843
Less nonvested restricted stock awards		(299,606	)		(370,680	)
Period end dilutive shares		9,463,777			9,345,163

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NOTE 9 – SUPPLEMENTAL SEGMENT INFORMATION

The Company has three reportable segments: community banking, wholesale mortgage banking (“mortgage banking”) and other. The community banking segment provides traditional banking services offered through CresCom Bank. The mortgage banking segment provides wholesale mortgage loan origination and servicing offered through Crescent Mortgage Company. The other segment provides managerial and operational support to the other business segments through Carolina Services and Carolina Financial.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on net income.

The Company accounts for intersegment revenues and expenses as if the revenue/expense transactions were generated to third parties, that is, at current market prices.

The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each segment has different types and levels of credit and interest rate risk.

The following tables present selected financial information for the Company’s reportable business segments for the three months and nine months ended September 30, 2015 and 2014:

	Community			Mortgage
For the Three Months Ended September 30, 2015	Banking			Banking		Other			Eliminations			Total
	(In thousands)
Interest income	$	11,971			550		4			(13	)		12,512
Interest expense		1,475			37		148			(37	)		1,623
Net interest income (expense)		10,496			513		(144	)		24			10,889
Provision for loan losses		(5	)		5		—			—			—
Noninterest income from external customers		1,670			5,652		—			—			7,322
Intersegment noninterest income		1			8		1,768			(1,777	)		—
Noninterest expense		6,444			3,901		2,036			—			12,381
Intersegment noninterest expense		1,528			241		—			(1,769	)		—
Income (loss) before income taxes		4,200			2,026		(412	)		16			5,830
Income tax expense (benefit)		1,346			753		(156	)		6			1,949
Net income (loss)	$	2,854			1,273		(256	)		10			3,881

	Community			Mortgage
For the Three Months Ended September 30, 2014	Banking			Banking		Other			Eliminations			Total
	(In thousands)
Interest income	$	9,034			436		4			22			9,496
Interest expense		1,303			12		136			(13	)		1,438
Net interest income (expense)		7,731			424		(132	)		35			8,058
Provision for loan losses		(31	)		31		—			—			—
Noninterest income from external customers		1,139			4,351		17			—			5,507
Intersegment noninterest income		—			31		1,510			(1,541	)		—
Noninterest expense		4,792			3,783		1,658			—			10,233
Intersegment noninterest expense		1,269			240		—			(1,509	)		—
Income (loss) before income taxes		2,840			752		(263	)		3			3,332
Income tax expense (benefit)		850			177		(97	)		1			931
Net income (loss)	$	1,990			575		(166	)		2			2,401

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The following tables present selected financial information for the Company’s reportable business segments for the nine months ended September 30, 2015 and 2014:

	Community			Mortgage
For the Nine Months Ended September 30, 2015	Banking			Banking		Other			Eliminations			Total
	(In thousands)
Interest income	$	35,139			1,423		12			28			36,602
Interest expense		4,263			89		439			(89	)		4,702
Net interest income (expense)		30,876			1,334		(427	)		117			31,900
Provision for loan losses		(57	)		57		—			—			—
Noninterest income from external customers		4,569			16,605		2			—			21,176
Intersegment noninterest income		3			84		5,304			(5,391	)		—
Noninterest expense		19,019			11,989		5,955			—			36,963
Intersegment noninterest expense		4,584			723		—			(5,307	)		—
Income (loss) before income taxes		11,902			5,254		(1,076	)		33			16,113
Income tax expense (benefit)		3,758			1,947		(416	)		13			5,302
Net income (loss)	$	8,144			3,307		(660	)		20			10,811

	Community			Mortgage
For the Nine Months Ended September 30, 2014	Banking			Banking		Other			Eliminations			Total
	(In thousands)
Interest income	$	25,555			995		12			89			26,651
Interest expense		3,786			12		405			(12	)		4,191
Net interest income (expense)		21,769			983		(393	)		101			22,460
Provision for loan losses		(41	)		41		—			—			—
Noninterest income from external customers		3,012			13,277		36			—			16,325
Intersegment noninterest income		—			126		4,529			(4,655	)		—
Noninterest expense		13,173			11,183		4,975			—			29,331
Intersegment noninterest expense		3,809			720		—			(4,529	)		—
Income (loss) before income taxes		7,840			2,442		(803	)		(25	)		9,454
Income tax expense (benefit)		2,351			816		(296	)		(10	)		2,861
Net income (loss)	$	5,489			1,626		(507	)		(15	)		6,593

The following tables present selected financial information for the Company’s reportable business segments for September 30, 2015 and December 31, 2014:

	Community		Mortgage
At September 30, 2015	Banking		Banking		Other		Eliminations			Total
	(In thousands)
Assets	$	1,321,448		66,716		120,851		(178,850	)		1,330,165
Loans receivable, net		832,418		16,699		—		(2,234	)		846,883
Loans held for sale		2,306		29,391		—		—			31,697
Deposits		1,036,124		—		—		(2,173	)		1,033,951
Borrowed funds		158,000		1,500		15,465		(1,500	)		173,465

	Community		Mortgage
At December 31, 2014	Banking		Banking		Other		Eliminations			Total
	(In thousands)
Assets	$	1,192,419		67,952		111,096		(172,450	)		1,199,017
Loans receivable, net		764,881		10,808		—		(7,567	)		768,122
Loans held for sale		1,547		39,365		—		—			40,912
Deposits		966,309		—		—		(2,119	)		964,190
Borrowed funds		104,076		6,800		15,465		(6,801	)		119,540

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion reviews our results of operations for the three months and nine months ended September 30, 2015 as compared to the three months and nine months ended September 30, 2014 and assesses our financial condition as of September 30, 2015 as compared to December 31, 2014. You should read the following discussion and analysis in conjunction with the accompanying consolidated financial statements and the related notes and the consolidated financial statements and the related notes for the year ended December 31, 2014 included in our Form 10-K for that period. Results for the three months and nine months ended September 30, 2015 are not necessarily indicative of the results for the year ending December 31, 2015 or any future period.

Cautionary Warning Regarding Forward-Looking Statements

This report, including information included or incorporated by reference in this report, contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may relate to our financial condition, results of operation, plans, objectives, or future performance. These statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. The words “may,” “would,” “could,” “should,” “will,” “expect,” “anticipate,” “predict,” “project,” “potential,” “believe,” “continue,” “assume,” “intend,” “plan,” and “estimate,” as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties that could cause our actual results to differ from those anticipated in any forward-looking statements include, but are not limited to, the following:

· our ability to maintain appropriate levels of capital and to comply with our capital ratio requirements;

· examinations by our regulatory authorities, including the possibility that the regulatory authorities may, among other things, require us to increase our allowance for loan losses or write-down assets or otherwise impose restrictions or conditions on our operations, including, but not limited to, our ability to acquire or be acquired;

· changes in economic conditions, either nationally or regionally and especially in our primary service areas, resulting in, among other things, a deterioration in credit quality;

· an increase in interest rates, resulting in a decline in our mortgage production and a decrease in the profitability of our mortgage banking operations;

· credit losses as a result of declining real estate values, increasing interest rates, increasing unemployment, changes in payment behavior or other factors;

· credit losses because our loans are concentrated by loan type, industry segment, borrower type, or location of the borrower or collateral;

· changes in the amount of our loan portfolio collateralized by real estate and weaknesses in the Carolinas and national real estate markets;

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· the rate of delinquencies and amount of loans charged-off;

· the adequacy of the level of our allowance for loan losses and the amount of loan loss provisions required in future periods;

· the rate of loan growth in recent or future years;

· our ability to attract and retain key personnel;

· our ability to retain our existing customers, including our deposit relationships;

· significant increases in competitive pressure in the banking and financial services industries;

· adverse changes in asset quality and resulting credit risk-related losses and expenses;

· changes in the interest rate environment which could reduce anticipated or actual margins;

· changes in political conditions or the legislative or regulatory environment, including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act and regulations adopted thereunder, changes in federal or state tax laws or interpretations thereof by taxing authorities and other governmental initiatives affecting the banking and financial service industries;

· inflation;

· increased funding costs due to market illiquidity, increased competition for funding, or increased regulatory requirements with regard to funding;

· our business continuity plans or data security systems could prove to be inadequate, resulting in a material interruption in, or disruption to, business and a negative impact on results of operations;

· changes in deposit flows;

· changes in technology;

· changes in monetary and tax policies;

· changes in accounting policies, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board and the Financial Accounting Standards Board;

· loss of consumer confidence and economic disruptions resulting from terrorist activities or other military actions;

· our expectations regarding our operating revenues, expenses, effective tax rates and other results of operations;

· the general decline in the real estate and lending markets;

· our anticipated capital expenditures and our estimates regarding our capital requirements and our ability to successfully integrate acquired businesses;

· our liquidity and working capital requirements;

· competitive pressures among depository and other financial institutions;

39

· the growth rates of the markets in which we compete;

· our anticipated strategies for growth and sources of new operating revenues;

· our current and future products, services, applications and functionality and plans to promote them;

· our ability to retain and hire necessary employees and to staff our operations appropriately;

· management compensation and the methodology for its determination;

· our ability to compete in our industry and innovation by our competitors;

· our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business;

· increased cybersecurity risk, including potential business disruptions or financial losses; and

· estimates and estimate methodologies used in preparing our consolidated financial statements and determining option exercise prices.

If any of these risks or uncertainties materialize, or if any of the assumptions underlying such forward-looking statements proves to be incorrect, our results could differ materially from those expressed, implied or projected by us in such forward-looking statements. For information with respect to factors that could cause actual results to differ from the expectations stated in the forward-looking statements, see “Risk Factors” under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014. We urge investors to consider all of these factors carefully in evaluating the forward-looking statements contained in this Quarterly Report on Form 10-Q and our other reports filed pursuant to the Securities Exchange Act of 1934. We make these forward-looking statements as of the date of this document and we do not intend, and assume no obligation, to update the forward-looking statements or to update the reasons why actual results could differ from those expressed, implied or projected by us in the forward-looking statements.

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Company Overview

The Company is a Delaware corporation and bank holding company that was incorporated in 1996 and began operations in 1997. It operates principally through CresCom Bank, a South Carolina state-chartered bank (the “Bank”). Crescent Mortgage Company operates as a wholly-owned subsidiary of CresCom Bank. CresCom Bank provides a full range of commercial and retail banking financial services designed to meet the financial needs of our customers through its branch network in South Carolina and North Carolina. Crescent Mortgage Company, headquartered in Atlanta, Georgia, is a wholesale mortgage company that provides mortgage banking services in 45 states and has partnered with over 2,000 community banks, credit unions and mortgage brokers.

Like most community banks, we derive a significant portion of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, both interest-bearing and noninterest-bearing. Consequently, one of the key measures of our success is our amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits and borrowed funds. In order to maximize our net interest income, we must not only manage the volume of these balance sheet items, but also the yields that we earn on our interest-earning assets and the rates that we pay on interest-bearing liabilities.

There are risks inherent in all loans, so we maintain an allowance for loan losses to absorb probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by charging a provision for loan losses against our operating earnings.

In addition to earning interest on our loans and investments, we derive a portion of our income from Crescent Mortgage Company through mortgage banking income as well as servicing income. We also earn income through fees that we charge to our customers. Likewise, we incur other operating expenses as well.

Economic conditions, competition, and the monetary and fiscal policies of the federal government significantly affect most financial institutions, including the Bank. Lending and deposit activities and fee income generation are influenced by levels of business spending and investment, consumer income, consumer spending and savings, capital market activities, and competition among financial institutions as well as client preferences, interest rate conditions and prevailing market rates on competing products in our market areas.

Executive Summary of Operating Results

At September 30, 2015, our total assets were $1.3 billion, an increase of $131.1 million, from total assets of $1.2 billion at December 31, 2014. The largest components of our total assets are loans receivable and securities which were $846.9 million and $331.1 million, respectively at September 30, 2015. Comparatively, our loans receivable and securities totaled $768.1 million and $277.3 million, respectively, at December 31, 2014. At September 30, 2015 loans held for sale were $31.7 million compared to $40.9 million as of December 31, 2014. Our liabilities and stockholders’ equity at September 30, 2015 totaled $1.2 billion and $104.2 million, respectively, compared to liabilities of $1.1 billion and stockholders’ equity of $93.7 million at December 31, 2014. The principal components of our liabilities are deposits which were $1.0 billion and $964.2 million at September 30, 2015 and December 31, 2014, respectively. The increase in total assets and liabilities during 2015 primarily related to strong loan growth, an increase in securities funded by deposits growth, and an increase in borrowings.

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The Company reported net income for the three months ended September 30, 2015 of $3.9 million, or $0.40 per diluted share, as compared to $2.4 million, or $0.25 per diluted share, for the three months ended September 30, 2014. Net income for the nine months ended September 30, 2015 totaled $10.8 million, or $1.13 per diluted share, compared to net income of $6.6 million, or $0.69 per diluted share, for the nine months ended September 30, 2014.

The increase in net income from period to period is attributable to the significant growth in loans and securities, increased checking fees, and improved results from the Company’s retail mortgage team as well as significantly improved results from Crescent Mortgage Company. During the third quarter, the Bank recorded a $1.2 million loss on interest rate swaps as a result of interest rate movements which were partially offset by a $1.0 million net gain on sale of securities by the Bank. The Bank uses interest rate swaps to help offset fair value losses on its available-for-sale investment portfolio due to interest rate changes.  

The allowance for loan losses was $9.9 million, or 1.15% of total loans at September 30, 2015, compared to $9.0 million, or 1.16% of total loans, at December 31, 2014. Included in the loan totals were $69.2 and $80.2 million in loans acquired through branch acquisitions at September 30, 2015 and December 31, 2014, respectively. No allowance for loan losses related to the acquired loans is recorded on the acquisition date because the fair value of the loans acquired incorporates assumptions regarding credit risk.

The Company experienced net recoveries of $854,000 and $814,000 for the nine months ended September 30, 2015 and 2014, respectively. Asset quality has remained relatively consistent since year end, with nonperforming assets to total assets slightly increasing to 0.57% as of September 30, 2015 as compared to 0.47% as of December 31, 2014. No provision expense for loan losses was recorded during 2015 or 2014 primarily due to the net recoveries experienced.

At September 30, 2015, the Company’s regulatory capital ratios exceeded the minimum levels currently required. Stockholders’ equity totaled $104.2 million as of September 30, 2015 compared to $93.7 million at December 31, 2014. The implementation of Basel III capital framework did not have a material effect on the Company’s regulatory capital ratios.

Recent Events

On April 29, 2015, the stockholders of the Company approved an increase in the number of authorized common shares from 10,000,000 to 15,000,000.

On June 22, 2015, the Board of Directors of the Company declared a six-for-five stock split representing a 20% stock dividend to stockholders of record as of July 15, 2015, payable on July 31, 2015.

On October 21, 2015, the Company declared a $0.03 per share dividend to stockholders of record on December 18, 2015, payable January 7, 2016.

All share, earnings per share, and per share data have been retroactively adjusted to reflect stock splits for all period presented in accordance with generally accepted accounting principles.

42

Critical Accounting Policies

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States and with general practices within the banking industry in the preparation of our financial statements. Our significant accounting policies are described in the notes to our consolidated financial statements within Item 1 “Financial Statements” elsewhere in this report.

Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgment and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgment and assumptions we make, actual results could differ from these judgments and estimates that could have a material impact on the carrying values of our assets and liabilities and our results of operations. Management has reviewed and approved these critical accounting policies and discussed them with the audit committee of the Board of Directors.

Allowance for Loan Losses. The allowance for loan losses is the critical accounting policy that requires the most significant judgment and estimates used in preparation of our consolidated financial statements. Some of the more critical judgments supporting the amount of our allowance for loan losses include judgments about the credit worthiness of borrowers, the estimated value of the underlying collateral, the assumptions about cash flow, determination of loss factors for estimating credit losses, the impact of current events, and conditions, and other factors impacting the level of probable inherent losses. Under different conditions or using different assumptions, the actual amount of credit losses incurred by us may be different from management’s estimates provided in our consolidated financial statements. Refer to the portion of this discussion that addresses our allowance for loan losses for a more complete discussion of our processes and methodology for determining our allowance for loan losses.

Other-Than Temporary Impairment. The evaluation and recognition of other-than-temporary impairment, or OTTI, on certain investments including our private label mortgage-backed securities and trust preferred securities requires significant judgment and estimates. Some of the more critical judgments supporting the evaluation of OTTI include projected cash flows including prepayment assumptions, default rates and severities of losses on the underlying collateral within the security. Under different conditions or utilizing different assumptions, the actual OTTI realized by us may be different from the actual amounts recognized in our consolidated financial statements. See notes to our consolidated financial statements in item I “Financial Statements” for the disclosure of certain assumptions used in the determination of OTTI.

Derivatives.The determination of fair value related to derivatives of the Company requires significant judgment and estimates. The primary uses of derivative instruments are related to the mortgage banking activities of the Company. As such, the Company holds derivative instruments, which consist of rate lock agreements related to expected funding of fixed-rate mortgage loans to customers (“interest rate lock commitments”) and forward commitments to sell mortgage-backed securities and individual fixed-rate mortgage loans (“forward commitments”). The Company’s objective in obtaining the forward commitments is to mitigate the interest rate risk associated with the interest rate lock commitments and the mortgage loans that are held for sale. Derivatives related to these commitments are recorded as either a derivative asset or a derivative liability in the balance sheet and are measured at fair value. Both the interest rate lock commitments and the forward commitments are reported at fair value, with adjustments recorded in current period earnings in net gain on sale of loans held for sale within noninterest income section of the consolidated statements of operations.

Derivative instruments not related to mortgage banking activities, including interest rate swap agreements, that do not satisfy the hedge accounting requirements, are recorded at fair value and changes in fair value are recognized in noninterest income in the consolidated statements of operations.

For additional discussion related to the determination of fair value related to derivative instruments, see notes to the financial statements in Item I “Financial Statements.”

43

Mortgage Repurchase Reserve. The establishment of the mortgage repurchases reserves related to various representations and warranties related to mortgages sold in the secondary market. Management’s estimate of losses require significant judgment and estimates. Some of the more critical factors are incorporated into the estimation of the mortgage repurchase reserve include the defects on internal quality assurance, default expectations, historical investor repurchase demand and appeals success rates, reimbursement by correspondent and other third party originators, changes in regulatory repurchase framework, and projected loss severity. The Company establishes a reserve at the time loans are sold and continually updates the reserve estimate during the estimated loan life. To the extent that economic conditions and the housing market do not recover or future investor repurchase demand and appeals success rates differ from past experience, the Company could continue to have increased demands and increased loss severities on repurchases, causing future additions to the repurchase reserve. Refer to the “Mortgage Operations” below for additional discussion.

Business Combinations.The Company accounts for its acquisitions under ASC Topic 805,Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. No allowance for loan losses related to the acquired loans is recorded on the acquisition date because the fair value of the loans acquired incorporates assumptions regarding credit risk. As provided for under GAAP, management has up to twelve months following the date of the acquisition to finalize the fair values of acquired assets and assumed liabilities. Once management has finalized the fair values of acquired assets and assumed liabilities within this twelve month period, management considers such values to be the day 1 fair values (“Day 1 Fair Values”).

Results of Operations

Summary

The Company reported net income for the three months ended September 30, 2015 of $3.9 million, or $0.40 per diluted share, as compared to $2.4 million, or $0.25 per diluted share, for the three months ended September 30, 2014. Net income for the nine months ended September 30, 2015 totaled $10.8 million, or $1.13 per diluted share, compared to net income of $6.6 million, or $0.69 per diluted share, for the nine months ended September 30, 2014.

The increase in net income from period to period is attributable to the significant growth in loans and securities, increased checking fees, and improved results from the Company’s retail mortgage team as well as significantly improved results from Crescent Mortgage Company. Also during the third quarter of 2015, the Bank recorded a $1.2 million fair value adjustment loss on interest rate swaps as a result of interest rate movements during the third quarter of 2015. Partially offsetting the loss on interest rate swaps was a $1.0 million gain on sale of securities recognized by the Bank. The Bank uses interest rate swaps to help offset fair value losses on its available for sale investment portfolio due to interest rate changes.

For additional information regarding the effects of the wholesale mortgage banking subsidiary on net income, refer to Note 9 under Item 1 “Financial Statements”.

44

Net Interest Income and Margin

Net interest income is a significant component of our net income. Net interest income is the difference between income earned on interest-earning assets and interest paid on interest-bearing liabilities. Net interest income is determined by the yields earned on interest-earning assets, rates paid on interest-bearing liabilities, the relative balances of interest-earning assets and interest-bearing liabilities, the degree of mismatch, and the maturity and repricing characteristics of interest-earning assets and interest-bearing liabilities.

Net interest income increased to $10.9 million for the three months ended September 30, 2015 from $8.1 million for the three months ended September 30, 2014. During the nine months ended September 30, 2015, net interest income increased to $31.9 million from $22.5 million for the nine months ended September 30, 2014. The increase in net interest income is a result of the increase in average interest-earning assets balances as well as a decrease in rates paid on interest-bearing liabilities and a shift to lower cost funding sources. Additionally, the Company collected and recognized in interest income, previously unrecognized interest totaling $460,000 related to the resolution of a nonperforming asset that paid off during the quarter ended June 30, 2015.

The increase in average earnings assets for the three months and nine months ended September 30, 2015 is primarily the result of increased balances of loans receivable and securities.

The growth in loan balances was primarily the result of the following:

Ÿ	Residential mortgage –In addition to selling a portion of its production, the Company has retained a portion of the mortgage production. Due to the emphasis to grow the residential mortgage portfolio, loans receivable within the one-to-four family portfolio has increased $38.6 million since September 30, 2014. This growth includes loans acquired in Branch Acquisition during the fourth quarter of 2014, described further below.
Ÿ	Commercial lending – during 2014 and 2015, the Company expanded its commercial lending team by hiring additional loan officers in its Charleston and Myrtle Beach markets of South Carolina.  The Company also has opened loan production offices in the upstate of South Carolina and Wilmington, North Carolina.  As a result, loans receivable within the commercial real estate and construction and development portfolios have grown $52.5 million and $6.3 million, respectively, since September 30, 2014.  This growth includes loans acquired in a branch acquisition described further below.
Ÿ	Syndicated loans – The Charleston and Myrtle Beach markets of South Carolina have provided limited opportunities for the Bank to develop a Commercial and Industrial (“C&I”) loan portfolio.  The Company’s primary markets are generally concentrated in real estate lending.  However, in order to diversify our lending portfolio, the Company began a syndicated loan program in 2014 to purchase C&I loans to retain in the loan portfolio.  These loans typically have terms of seven years and are tied to a floating rate index such as libor or prime. To effectively manage this new line of lending, the Company hired an experienced senior lending executive in 2014 with relevant experience to lead and manage this area of the loan portfolio and retained a consulting firm that specializes in syndicated loans.  Syndicated loans have grown $37.5 million since September 30, 2014. As of September 30, 2015, the syndicated loan portfolio outstanding was $78.5 million and is grouped within commercial business loans. As of September 30, 2015, the Moody’s weighted average credit facility rating of the syndicated loan portfolio was Ba2, with no credit rated less than B2.
Ÿ	Acquisition of 13 branches – On December 12, 2014, the Company finalized the acquisition of 13 branches from First Community Bank.  Loans acquired totaled $70.0 million after fair value adjustments with approximately $20.7 million in one-to-four family, $18.2 million in commercial real estate and $20.9 million in construction and development with the remaining loans consisting of consumer, home equity, and commercial business loans.

The growth in securities is a result of the Company’s continued effort to deploy capital into earning assets as we grow the balance sheet.

The decrease in rates paid on interest-bearing liabilities is based on the continued historically low interest rates that have positively impacted our ability to reduce funding cost. We have also shifted to lower cost funding sources through the Company’s sustained efforts to grow checking, savings, and money market accounts during 2014 and continuing into 2015. As a result of these efforts, the Company experienced significant growth in checking, savings, and money market accounts which typically yield less than other forms of interest-bearing liabilities. Checking, savings and money market balances increased $127.4 million since September 30, 2014, including deposits assumed in the two branch acquisitions completed in 2014. In addition, short term borrowings increased period over period as a result of the rise in mortgage production as well as the growth in loans during 2015. Syndicated loans, which are typically tied to floating rate indexes, have grown $37.5 million since September 30, 2014.

45

The following table sets forth information related to our average balance sheet, average yields on assets, and average costs of liabilities for the periods indicated (dollars in thousands). We derived these yields or costs by dividing income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated. During the same periods, we had no securities purchased with agreements to resell. All investments were owned at an original maturity of over one year. Nonaccrual loans are included in earning assets in the following tables. Loan yields reflect the negative impact on our earnings of loans on nonaccrual status. The net of capitalized loan costs and fees, which are considered immaterial, are amortized into interest income on loans.

	For The Three Months Ended September 30,
	2015								2014
				Interest		Average						Interest		Average
	Average			Earned/		Yield/			Average			Earned/		Yield/
	Balance			Paid		Rate			Balance			Paid		Rate
Interest-earning assets:
Loans held for sale	$	43,193			431		3.96	%		36,598			382		4.08	%
Loans receivable, net (1)		842,578			9,914		4.67	%		633,617			7,593		4.75	%
Interest-bearing cash		8,056			5		0.25	%		17,603			11		0.25	%
Securities available for sale		291,925			1,927		2.58	%		208,534			1,255		2.39	%
Securities held to maturity		17,149			131		2.99	%		24,185			210		3.44	%
Federal Home Loan Bank stock		7,843			93		4.70	%		5,063			34		2.69	%
Other investments		3,633			11		1.20	%		1,949			11		2.24	%
Total interest-earning assets		1,214,377			12,512		4.09	%		927,549			9,496		4.06	%
Non-earning assets		108,005								84,443
Total assets	$	1,322,382								1,011,992
Interest-bearing liabilities:
Demand accounts		183,564			47		0.10	%		125,824			43		0.14	%
Money market accounts		228,338			105		0.18	%		208,299			103		0.20	%
Savings accounts		38,707			13		0.13	%		25,345			8		0.13	%
Certificates of deposit		407,699			957		0.93	%		311,344			740		0.94	%
Short-term borrowed funds		116,679			75		0.26	%		44,939			30		0.26	%
Long-term debt		57,869			426		2.92	%		70,822			514		2.88	%
Total interest-bearing liabilities		1,032,856			1,623		0.62	%		786,573			1,438		0.73	%
Noninterest-bearing deposits		169,463								120,594
Other liabilities		17,737								14,381
Stockholders’ equity		102,326								90,444
Total liabilities and
Stockholders’ equity	$	1,322,382								1,011,992
Net interest spread							3.47	%							3.33	%
Net interest margin		3.56	%							3.45	%
Net interest margin (tax-equivalent) (2)		3.66	%							3.53	%
Net interest income					10,889								8,058

(1) Average balances of loans include nonaccrual loans.

(2) The tax-equivalent net interest margin reflects tax-exempt income on a tax-equivalent basis.

Our net interest margin was 3.56%, or 3.66% on a tax-equivalent basis, for the three months ended September 30, 2015 compared to 3.45%, or 3.53% on a tax equivalent basis, for the three months ended September 30, 2014. The increase in our net margin primarily resulted from an increase in average noninterest-bearing deposits and a shift to lower cost deposits positively impacting the rate paid on interest-bearing liabilities.

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Our net interest spread, which is not on a tax-equivalent basis, was 3.47% for the three months ended September 30, 2015 as compared to 3.33% for the same period in 2014. The net interest spread is the difference between the yield we earn on our interest-earning assets and the rate we pay on our interest-bearing liabilities. The 14 basis point increase in net interest spread is a result of the 3 basis point increase in yield on interest-earning assets and a 11 basis point decrease in rate paid on interest-bearing liabilities.

	For The Nine Months Ended September 30,
	2015								2014
				Interest		Average						Interest		Average
	Average			Earned/		Yield/			Average			Earned/		Yield/
	Balance			Paid		Rate			Balance			Paid		Rate
Interest-earning assets:
Loans held for sale	$	40,978			1,181		3.85	%		30,241			899		3.92	%
Loans receivable, net (1)		811,568			29,092		4.79	%		589,458			21,066		4.78	%
Interest-bearing cash		15,089			28		0.25	%		21,392			39		0.24	%
Securities available for sale		279,704			5,606		2.64	%		196,746			3,880		2.64	%
Securities held to maturity		20,320			425		2.76	%		24,250			632		3.48	%
Federal Home Loan Bank stock		7,486			238		4.25	%		4,154			103		3.32	%
Other investments		2,884			32		1.48	%		1,924			32		2.22	%
Total interest-earning assets		1,178,029			36,602		4.15	%		868,165			26,651		4.10	%
Non-earning assets		105,154								83,466
Total assets	$	1,283,183								951,631
Interest-bearing liabilities:
Demand accounts		168,134			153		0.12	%		104,653			129		0.16	%
Money market accounts		236,822			328		0.19	%		213,247			371		0.23	%
Savings accounts		38,034			37		0.13	%		23,638			29		0.16	%
Certificates of deposit		380,546			2,576		0.91	%		305,504			2,078		0.91	%
Short-term borrowed funds		115,513			217		0.25	%		20,372			46		0.30	%
Long-term debt		51,530			1,391		3.61	%		71,230			1,538		2.89	%
Total interest-bearing liabilities		990,579			4,702		0.63	%		738,644			4,191		0.76	%
Noninterest-bearing deposits		175,945								112,117
Other liabilities		17,854								13,836
Stockholders’ equity		98,805								87,034
Total liabilities and
Stockholders’ equity	$	1,283,183								951,631
Net interest spread							3.52	%							3.34	%
Net interest margin		3.62	%							3.46	%
Net interest margin (tax-equivalent) (2)		3.71	%							3.55	%
Net interest income					31,900								22,460

(1) Average balances of loans include nonaccrual loans.

(2) The tax-equivalent net interest margin reflects tax-exempt income on a tax-equivalent basis.

Our net interest margin was 3.62%, or 3.71% on a tax-equivalent basis, for the nine months ended September 30, 2015 compared to 3.46%, or 3.55% on a tax-equivalent basis, for the nine months ended September 30, 2014. The increase in our net margin primarily resulted from the increase in average noninterest-bearing deposits and a shift to lower cost deposits positively impacting the rate paid on interest-bearing liabilities.

Our net interest spread, which is not on a tax-equivalent basis, was 3.52% for the nine months ended September 30, 2015 as compared to 3.34% for the same period in 2014. The net interest spread is the difference between the yield we earn on our interest-earning assets and the rate we pay on our interest-bearing liabilities. The 18 basis point increase in net interest spread is a result of the 5 basis point increase in yield on interest-earning assets and a 13 basis point decrease in rate paid on interest-bearing liabilities.

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Provision for Loan Loss

We have established an allowance for loan losses through a provision for loan losses charged as an expense on our consolidated statements of operations. We review our loan portfolio periodically to evaluate our outstanding loans and to measure both the performance of the portfolio and the adequacy of the allowance for loan losses. Please see the discussion below under “Allowance for Loan Losses” for a description of the factors we consider in determining the amount of the provision we expense each period to maintain this allowance.

Following is a summary of the activity in the allowance for loan losses during the periods ended September 30, 2015 and 2014.

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2015			2014			2015			2014
	(Dollars in thousands)
Balance, beginning of period	$	10,017			8,662			9,035			8,091
Provision for loan losses		—			—			—			—
Loan charge-offs		(655	)		(62	)		(789	)		(346	)
Loan recoveries		527			305			1,643			1,160
Balance, end of period	$	9,889			8,905			9,889			8,905

The Company experienced net charge offs of $128,000 and net recoveries of $243,000 during the three months ended September 30, 2015 and 2014, respectively. For the nine months ended September 30, 2015, the Company experienced net recoveries of $854,000 compared to $814,000 for the nine months ended September 30, 2014. Asset quality has remained relatively consistent since year end, with nonperforming assets to total assets of 0.57% as of September 30, 2015 as compared to 0.47% as of December 31, 2014. No provision expense was recorded during the 2015 or 2014 periods presented primarily due to the net recoveries experienced.

Provision expense is recorded based on our assessment of general loan loss risk as well as asset quality. The allowance for loan losses is management’s estimate of probable credit losses inherent in the loan portfolio at the balance sheet date. Management determines the allowance based on an ongoing evaluation. Estimating the amount of the allowance for loan losses requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on non-impaired loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. For further discussion regarding the calculation of the allowance, see the “Allowance for Loan Losses” discussion below.

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Noninterest Income and Expense

Noninterest income provides us with additional revenues that are significant sources of income. The major components of noninterest income for the three and nine months ended September 30, 2015 and 2014 are presented below:

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2015			2014			2015			2014
	(In thousands)
Noninterest income:
Mortgage banking income	$	4,753			3,294			13,874			9,174
Deposit service charges		915			520			2,638			1,468
Net loss on extinguishment of debt		—			(38	)		(1,215	)		(69	)
Net gain on sale of securities		1,017			213			1,459			693
Fair value adjustments on interest rate swaps		(1,246	)		(56	)		(1,253	)		(574	)
Net gain on sale of servicing assets		—			—			—			775
Net increase in cash value life insurance		172			178			530			551
Mortgage loan servicing income		1,330			1,262			3,956			3,793
Other		381			134			1,187			514
Total noninterest income	$	7,322			5,507			21,176			16,325

Noninterest income increased $1.8 million to $7.3 million for the three months ended September 30, 2015 from $5.5 million for the three months ended September 30, 2014. For the nine months ended September 30, 2015, noninterest income increased $4.9 million to $21.2 million from $16.3 million for the nine months ended September 30, 2014. The increase in noninterest income primarily relates to the increase in mortgage banking income from our retail mortgage team as well as our wholesale mortgage banking subsidiary and an increase in deposit service charges during the period.

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The increase in mortgage banking income is attributable to an increase in originations as well as overall margin expansion experienced during 2015. The following table provides a break out of mortgage banking income from our retail mortgage team“Community banking” and Crescent Mortgage Company “Wholesale mortgage banking”.

	For the Three Months Ended September 30,
	Loan Originations				Mortgage Banking Income				Margin
	2015		2014		2015		2014		2015			2014
Additional segment information:
Community banking	$	17,642		7,613		4 31		204		2.44	%		2.68	%
Wholesale mortgage banking		261,948		278,695		4,322		3,090		1.65	%		1.11	%
Total mortgage banking income	$	279,590		286,308		4,753		3,294		1.70	%		1.15	%

	For the Nine Months Ended September 30,
	Loan Originations				Mortgage Banking Income				Margin
	2015		2014		2015		2014		2015			2014
Additional segment information:
Community banking	$	50,430		20,558		1,231	$	483		2.44	%		2.35	%
Wholesale mortgage banking		769,679		715,508		12,643		8,691		1.64	%		1.21	%
Total mortgage banking income	$	820,109		736,066		13,874	$	9,174		1.69	%		1.25	%

For the first nine months of 2015, 66% of originations were from purchase requests while 34% were from refinance requests. This compares to 70% originations from purchase requests and 30% from refinance requests for the first nine months of 2014.

The increase in deposit service charge income is a result of the increase in deposits assumed as part of the two branch acquisitions during 2014 as well as the Company’s sustained efforts to grow checking, savings, and money market accounts. As a result of these efforts, the Company experienced significant growth in number of checking accounts. Furthermore, checking, savings and money market balances have increased $127.4 million since September 30, 2014, including the effect of deposits assumed in the two branch acquisitions completed in 2014.

For the nine months ended September 30, 2015, the Company incurred a $1.2 million loss on extinguishment of debt as a result of the prepayment of a Federal Home Loan Bank borrowing. This compares to a loss on extinguishment of debt of $69,000 for the nine months ended September 30, 2014.

Partially offsetting the overall increase in noninterest income for the nine months ended September 30, 2015 was a decrease in the net gain on sale of servicing assets. During the first quarter of 2014, the Company sold $147.7 million in unpaid principal balance of mortgage servicing rights for a net gain of $775,000. There were no servicing rights sold during 2015.

During the three months ended September 30, 2015 and 2014, the Company recognized a net gain on sale of available-for-sale securities of $1.0 million and $213,000, respectively. During the nine months ended September 30, 2015 and 2014, the Company recognized net gains on sale of available-for-sale securities of $1.5 million and $693,000, respectively.

The fair value adjustment on interest rate swaps reduced noninterest income by $1.2 million and $56,000 for the three months ended September 30, 2015 and 2014, respectively. Fair value adjustments on interest rate swaps reduced noninterest income by $1.3 million and $574,000 for the nine months ended September 30, 2015 and 2014, respectively. The change in fair value adjustment on interest rate swaps relates to the change in interest rates from period to period. The Bank uses interest rate swaps to help offset fair value losses on its available-for-sale investment portfolio due to interest rate changes.  

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The following table sets forth for the periods indicated the primary components of noninterest expense:

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2015			2014			2015			2014
	(In thousands)
Noninterest expense:
Salaries and employee benefits	$	7,204			5,865			21,453			16,724
Occupancy and equipment		1,821			1,239			5,332			3,274
Marketing and public relations		378			290			1,147			861
FDIC insurance		190			162			540			425
Provision for mortgage loan repurchase losses		(250	)		(250	)		(750	)		(500	)
Legal expense		97			248			347			609
Other real estate expense, net		4			75			114			382
Mortgage subservicing expense		418			360			1,236			1,049
Amortization of mortgage servicing rights		515			431			1,460			1,344
Other		2,004			1,813			6,084			5,163
Total noninterest expense	$	12,381			10,233			36,963			29,331

Noninterest expense represents the largest expense category for the Company. Noninterest expense increased $2.1 million to $12.4 million for the three months ended September 30, 2015 from $10.2 million for the three months ended September 30, 2014. For the nine months ended September 30, 2015, noninterest expense increased $7.6 million to $37.0 million compared to $29.3 million for the nine months ended September 30, 2014. The increase in noninterest expense for the three and nine months ended September 30, 2015 compared to the prior periods is primarily a result of the increase in salaries and employee benefits paid as well as the increase in expenses related to occupancy and equipment.

The increase in salaries and employee benefits as well as occupancy and equipment are primarily a result of the personnel and occupancy costs associated with the two acquisitions of branches completed during 2014. The company added approximately 72 employees and 13 branches during 2014 as a result of these acquisitions. In addition, the Company opened three branches and two loan production offices during 2014 which also added to the increase in depreciation and operational expense of the Company.

Income Tax Expense

As a result of increased income reducing the effect of non-taxable municipal interest, our effective tax rate increased to 33.4% for three month period ended September 30, 2015, compared to 27.9% for the three month period ended September 30, 2014. For the nine months ended September 30, 2015, our effective tax rate increased to 32.9% compared to 30.3% for the nine months ended September 30, 2014.

Balance Sheet Review

Investment Securities

Our primary objective in managing the investment portfolio is to maintain a portfolio of high quality, highly liquid investments yielding competitive returns. We are required under federal regulations to maintain adequate liquidity to ensure safe and sound operations. We maintain investment balances based on a continuing assessment of cash flows, the level of current and expected loan production, current interest rate risk strategies and the assessment of the potential future direction of market interest rate changes. Investment securities differ in terms of default, interest rate, liquidity and expected rate of return risk.

At September 30, 2015, our investment securities portfolio, excluding FHLB stock and other investments, was $331.1 million or approximately 24.9% of our assets. Our available-for-sale investment portfolio included US agency securities, municipal securities, collateralized loan obligations, mortgage-backed securities (agency and non-agency), and trust preferred securities with a fair value of $314.0 million and an amortized cost of $313.3 million for a net unrealized gain of $669,000. Our held-to-maturity portfolio include municipal securities with a fair value of $18.0 million and a cost of $17.1 million for a net unrealized gain of $863,000.

As securities are purchased, they are designated as held-to-maturity or available-for-sale based upon our intent, which incorporates liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements. We do not currently hold, nor have we ever held, any securities that are designated as trading securities.

During 2015, the Company transferred trust preferred securities totaling $11.4 million from available-for-sale to held-to-matuirty as a result of the implementation of the regulatory changes in risk weightings and capital deductions dictated by Basel III. The transfer was in accordance with ASC 320-10-25-6; therefore, management has determined the transfer out of held-to-maturity is consistent with the original designation and does not taint the remaining portfolio.

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The following table summarizes issuer concentrations of agency mortgage-backed securities for which aggregate fair values exceed 10% of stockholders’ equity at September 30, 2015:

	Aggregate		Aggregate		Fair Value
	Amortized		Fair		as a % of
Issuer	Cost		Value		Stockholders’ Equity
(Dollars in thousands)
GNMA	$	68,003		68,828		66.03	%
FNMA		30,317		31,197		29.93	%
FHLMC		12,163		12,567		12.06	%
	$	110,483		112,592		108.02	%

See Note 2 under Item 1 “Financial Statements” herein for additional disclosures related to the Company’s evaluation of securities for OTTI as well as the transfer of held-to-maturity securities to available-for-sale during the first quarter of 2015.

Loans by Type

Since loans typically provide higher interest yields than other types of interest-earning assets, a substantial percentage of our earning assets are invested in our loan portfolio. Loans outstanding, net of the allowance at September 30, 2015 and December 2014 were $846.9 million and $768.1 million, respectively.

Our loan portfolio consists primarily of loans secured by real estate mortgages. As of September 30, 2015, our loan portfolio included $742.9 million, or 86.6%, of gross loans secured by real estate.As of December 31, 2014, our loan portfolio included $690.3 million, or 88.7%, of gross loans secured by real estate. Substantially all of our real estate loans are secured by residential or commercial property. We obtain a security interest in real estate, in addition to any other available collateral. This collateral is taken to increase the likelihood of the ultimate repayment of the loan. Generally, we limit the loan-to-value ratio on loans to coincide with the appropriate regulatory guidelines. The Bank’s primary markets are generally concentrated in real estate lending. In order to diversify our lending portfolio, the Bank began a syndicated loan program during 2014. As of September 30, 2015, syndicated loans were $78.5 million and are included within commercial business loans in the table below. We attempt to maintain a relatively diversified loan portfolio to help reduce the risk inherent in concentration in certain types of collateral and business types.

As shown in the table below, gross loans receivable increased $79.5 million since December 31, 2014. The increase in loans receivable primarily relates to the Bank’s focus on growing residential mortgage, commercial lending, and syndicated loans.

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The following table summarizes loans by type and percent of total at the end of the periods indicated:

	At September 30,					At December 31,
	2015					2014
			% of Total					% of Total
	Amount		Loans			Amount		Loans
	(Dollars in thousands)
Loans secured by real estate:
One-to-four family	$	298,882		34.85	%		252,819		32.48	%
Home equity		23,915		2.79	%		27,547		3.54	%
Commercial real estate		338,767		39.49	%		317,912		40.85	%
Construction and development		81,352		9.48	%		92,008		11.82	%
Consumer loans		5,529		0.64	%		5,675		0.73	%
Commercial business loans		109,343		12.75	%		82,305		10.58	%
Total gross loans receivable		857,788		100.00	%		778,266		100.00	%
Less:
Allowance for loan losses		9,889					9,035
Deferred fees, net		1,016					1,109
Total loans receivable, net	$	846,883					768,122

Maturities and Sensitivity of Loans to Changes in Interest Rates

The information in the following table is based on the contractual maturities of individual loans, including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms upon maturity. Actual repayments of loans may differ from the maturities reflected below because borrowers have the right to prepay obligations with or without prepayment penalties.

The following table summarizes the loan maturity distribution by type and related interest rate characteristics.

	At September 30, 2015
			After one
	One Year		but within		After five
	or Less		five years		years		Total
	(In thousands)
Loans secured by real estate:
One-to-four family	$	7,990		45,781		245,111		298,882
Home equity		3,011		8,333		12,571		23,915
Commercial real estate		27,131		254,559		57,077		338,767
Construction and development		19,586		47,859		13,907		81,352
Consumer loans		1,313		3,449		767		5,529
Commercial business loans		10,740		31,623		66,980		109,343
Total gross loans receivable		69,771		391,604		396,413		857,788
Less:
Deferred fees, net		40		906		70		1,016
Total loans receivable	$	69,731		390,698		396,343		856,772
Loans maturing - after one year
Variable rate loans							$	341,247
Fixed rate loans								445,794
							$	787,041

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Nonperforming and Problem Assets

Nonperforming assets include loans on which interest is not being accrued, accruing loans that are 90 days or more delinquent and foreclosed property. Foreclosed property consists of real estate and other assets acquired as a result of a borrower’s loan default. Generally, a loan is placed on nonaccrual status when it becomes 90 days past due as to principal or interest, or when we believe, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the loan is doubtful. A payment of interest on a loan that is classified as nonaccrual is recognized as a reduction of principal when received. In general, a nonaccrual loan may be placed back onto accruing status once the borrower has made a minimum of six consecutive payments in accordance with the loan terms. Further, the borrower must show capacity to continue performing into the future prior to restoration of accrual status. As of September 30, 2015 and December 31 2014, we had no loans 90 days past due and still accruing.

Troubled Debt Restructurings (“TDRs”)

The Company designates loan modifications as TDRs when, for economic or legal reasons related to the borrower’s financial difficulties, it grants a concession to the borrower that it would not otherwise consider. Loans on nonaccrual status at the date of modification are initially classified as nonaccrual TDRs. Loans on accruing status at the date of modification are initially classified as accruing TDRs at the date of modification, if the note is reasonably assured of repayment and performance is in accordance with its modified terms. Such loans may be designated as nonaccrual loans subsequent to the modification date if reasonable doubt exists as to the collection of interest or principal under the restructuring agreement. Nonaccrual TDRs are returned to accrual status when there is economic substance to the restructuring, there is well documented credit evaluation of the borrower’s financial condition, the remaining balance is reasonably assured of repayment in accordance with its modified terms, and the borrower has demonstrated repayment performance in accordance with the modified terms for a reasonable period of time, generally a minimum of six months.

The following table summarizes nonperforming and problem assets at the end of the periods indicated.

	At September 30,			At December 31,
	2015			2014
	(In thousands)
Loans receivable:
Nonaccrual loans-renegotiated loans	$	63			58
Nonaccrual loans-other		4,835	��		2,376
Accruing loans 90 days or more delinquent		—			—
Real estate acquired through foreclosure, net		2,744			3,239
Total Non-Performing Assets	$	7,642			5,673
Problem Assets not included in Non-Performing Assets-Accruing renegotiated loans outstanding	$	10,550			10,798

At September 30, 2015, nonperforming assets were $7.6 million, or 0.57% of total assets. Comparatively, nonperforming assets were $5.7 million, or 0.47% of total assets, at December 31, 2014. Nonperforming loans were 0.57% and 0.31% of gross loans receivable at September 30, 2015 and December 31, 2014, respectively.

Potential problem loans, which are not included in nonperforming loans, amounted to approximately $10.6 million, or 1.23% of gross loans at September 30, 2015, compared to $10.8 million, or 1.39% of gross loans at December 31, 2014. Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have serious doubts about the borrower’s ability to comply with present repayment terms.

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Substantially all of the nonaccrual loans, accruing loans 90 days or more delinquent and accruing renegotiated loans at September 30, 2015 and December 31, 2014 are collateralized by real estate. The Bank utilizes third party appraisers to determine the fair value of collateral dependent loans. Our current loan and appraisal policies require the Bank to obtain updated appraisals on an annual basis, either through a new external appraisal or an internal appraisal evaluation. Impaired loans are individually reviewed on a quarterly basis to determine the level of impairment. We typically charge-off a portion or create a specific reserve for impaired loans when we do not expect repayment to occur as agreed upon under the original terms of the loan agreement. Management believes based on information known and available currently, the probable losses related to problem assets are adequately reserved in the allowance for loan losses.

Credit quality indicators generally showed improvement during 2014 and continuing into 2015 as the Company experienced reduced loan migrations to nonaccrual status, and lower loss severity on individual problem asset. The Company believes this general trend in reduced loans migrating into nonaccrual status is an indication of improving credit quality in the Company’s overall loan portfolio and a leading indicator of reduced credit losses going forward. Nevertheless, the Company can make no assurances that nonperforming assets will continue to improve in future periods. The Company continues to monitor the loan portfolio and foreclosed assets very carefully and is continually working to reduce its problem assets.

Allowance for Loan Losses

The allowance for loan losses is management’s estimate of probable credit losses inherent in the loan portfolio at the balance sheet date. Management determines the allowance based on an ongoing evaluation. Estimating the amount of the allowance for loan losses requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on non-impaired loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The allowance consists of specific and general components.

The general component covers nonimpaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by major loan category and is based on the actual loss history trends for the previous 20 quarters. The actual loss experience is supplemented with internal and external qualitative factors as considered necessary at each period and given the facts at the time. These qualitative factors adjust the 20 quarter historical loss rate to recognize the most recent loss results and changes in the economic conditions to ensure the estimated losses in the portfolio are recognized in the period incurred and that the allowance at each balance sheet date is adequate and appropriate in accordance with GAAP. Qualitative factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries for the most recent twelve quarters; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations.

The specific component relates to loans that are individually classified as impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. These analyses involve a high degree of judgment in estimating the amount of loss associated with specific loans, including estimating the amount and timing of future cash flows and collateral values. Impaired loans are evaluated for impairment using the discounted cash flow methodology or based on the net realizable value of the underlying collateral. Impaired loans are individually reviewed on a quarterly basis to determine the level of impairment. See additional discussion in section “Nonperforming and Problem Assets” above.

While management uses the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the valuations or, if required by regulators, based upon information available to them at the time of their examinations. Such adjustments to original estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels may vary from previous estimates. To the extent actual outcomes differ from management’s estimates, additional provisions for loan losses could be required that could adversely affect the Bank’s earnings or financial position in future periods.

At September 30, 2015 and December 31, 2014, the allowance for loan losses was $9.9 million and $9.0 million, respectively, or 1.15% and 1.16% of outstanding loans, respectively. Included in the loan totals were $69.2 and $80.2 million in loans acquired through branch acquisitions at September 30, 2015 and December 31, 2014, respectively. No allowance for loan losses related to the acquired loans is recorded on the acquisition date because the fair value of the loans acquired incorporates assumptions regarding credit risk.

The Company experienced net charge offs of $128,000 and net recoveries of $243,000 during the three months ended September 30, 2015 and 2014, respectively. For the nine months ended September 30, 2015, the Company experienced net recoveries of $854,000 compared to $814,000 for the nine months ended September 30, 2014. Asset quality has remained relatively consistent since year end, with nonperforming assets to total assets of 0.57% as of September 30, 2015 as compared to 0.47% as of December 31, 2014. No provision expense was recorded during 2015 or 2014 primarily due to the net recoveries experienced.

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The following table summarizes the activity related to our allowance for loan losses for the three months and nine months ended September 30, 2015 and 2014.

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2015			2014			2015			2014
	(Dollars in thousands)
Balance, beginning of period	$	10,017			8,662			9,035			8,091
Provision for loan losses		—			—			—			—
Loan charge-offs:
Loans secured by real estate:
One-to-four family		(623	)		—			(623	)		(73	)
Home equity		—			—			—			—
Commercial real estate		—			—			—			(28	)
Construction and development		—			(2	)		(90	)		(172	)
Consumer loans		(6	)		(1	)		(9	)		(14	)
Commercial business loans		(26	)		(59	)		(67	)		(59	)
Total loan charge-offs		(655	)		(62	)		(789	)		(346	)
Loan recoveries:
Loans secured by real estate:
One-to-four family		198			18			524			89
Home equity		—			—			—			—
Commercial real estate		100			101			350			101
Construction and development		166			124			476			453
Consumer loans		5			11			25			61
Commercial business loans		58			51			268			456
Total loan recoveries		527			305			1,643			1,160
Net loan (charge-offs) recoveries		(128	)		243			854			814
Balance, end of period	$	9,889			8,905			9,889			8,905
Allowance for loan losses as a percentage of loans receivable (end of period)		1.15	%		1.35	%		1.15	%		1.35	%
Net charge-offs (recoveries) to average loans receivable (annualized)		0.06	%		(0.15	)%		(0.21	)%		(0.28	)%

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Mortgage Operations

Mortgage Activities and Servicing

Our wholesale mortgage banking operations are conducted through our mortgage origination subsidiary, Crescent Mortgage Company. Mortgage activities involve the purchase of mortgage loans and table funded originations for the purpose of generating gains on sales of loans and fee income on the origination of loans and is included in mortgage banking income in the accompanying consolidated statements of operations. While the Company originates residential one-to-four family loans that are held in its loan portfolio, the majority of new loans are generally sold pursuant to secondary market guidelines through Crescent Mortgage Company. Generally, residential mortgage loans are sold and, depending on the pricing in the marketplace, servicing rights are either sold or retained. The level of loan sale activity and its contribution to the Company’s profitability depends on maintaining a sufficient volume of loan originations and margin. Changes in the level of interest rates and the local economy affect the volume of loans originated by the Company and the amount of loan sales and loan fees earned. Discussion related to the impact and changes within the mortgage operations are provided in “Results of Operations”. Additional segment information is provided in Note 9 under Item 1 “Financial Statements”.

Loan Servicing

We retain the rights to service a portion of the loans we sell on the secondary market, as part of our mortgage banking activities, for which we receive service fee income. These rights are known as mortgage servicing rights, or MSRs, where the owner of the MSR acts on behalf of the mortgage loan owner and has the contractual right to receive a stream of cash flows in exchange for performing specified mortgage servicing functions. These duties typically include, but are not limited to, performing loan administration, collection, and default activities, including the collection and remittance of loan payments, responding to customer inquiries, accounting for principal and interest, holding custodial (impound) funds for the payment of property taxes and insurance premiums, counseling delinquent mortgagors, modifying loans and supervising foreclosures and property dispositions. We subservice the duties and responsibilities obligated to the owner of the MSR to a third party provider for which we pay a fee.

We recognize the rights to service mortgage loans for others as an asset. We initially record the MSR at fair value and subsequently account for the asset at lower of cost or market using the amortization method. Servicing assets are amortized in proportion to, and over the period of, the estimated net servicing income and are carried at amortized cost. A valuation is performed by an independent third party on a quarterly basis to assess the servicing assets for impairment based on the fair value at each reporting date. The fair value of servicing assets is determined by calculating the present value of the estimated net future cash flows consistent with contractually specified servicing fees. This valuation is performed on a disaggregated basis, based on loan type and year of production. Generally, loan servicing becomes more valuable when interest rates rise (as prepayments typically decrease) and less valuable when interest rates decline (as prepayments typically increase). As discussed in detail in notes to the consolidated financial statements, we use an appropriate weighted average constant prepayment rate, discount rate, and other defined assumptions to model the respective cash flows and determine the fair value of the servicing asset at each reporting date.

The Company was servicing $2.0 billion and $1.9 billion of loans for others at September 30, 2015 and December 31, 2014, respectively. Mortgage servicing rights asset had a balance of $11.1 million and $10.2 million at September 30, 2015 and December 31, 2014, respectively. The economic estimated fair value of the mortgage servicing rights was $16.2 million and $15.1 million at September 30, 2015 and December 31, 2014, respectively. The amortization expense related to the mortgage servicing rights was $515,000 and $431,000 during the three months ended September 30, 2015 and 2014, respectively. Amortization expense related to mortgage servicing rights was $1.5 million and $1.3 million during the nine months ended September 30, 2015 and 2014, respectively.

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Below is a roll-forward of activity in the balance of the servicing assets for the three months and nine months ended September 30, 2015 and 2014.

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2015			2014			2015			2014
	(In thousands)
MSR beginning balance	$	10,644			9,843			10,181			10,908
Amount capitalized		950			474			2,358			1,122
Amount sold		—			—			—			(800	)
Amount amortized		(515	)		(431	)		(1,460	)		(1,344	)
MSR ending balance	$	11,079			9,886			11,079			9,886

Reserve For Mortgage Repurchase Losses

Loans held for sale have primarily been fixed-rate single-family residential mortgage loans under contracts to be sold in the secondary market. In most cases, loans in this category are sold within 30 days of closing. Buyers generally have recourse to return a purchased loan to the Company under limited circumstances. An estimation of mortgage repurchase losses is reviewed on a quarterly basis.  The representations and warranties in our loan sale agreements provide that we repurchase or indemnify the investors for losses or costs on loans we sell under certain limited conditions.  Some of these conditions include underwriting errors or omissions, fraud or material misstatements by the borrower in the loan application or invalid market value on the collateral property due to deficiencies in the appraisal.  In addition to these representations and warranties, our loan sale contracts define a condition in which the borrower defaults during a short period of time, typically 120 days to one year, as an early payment default, or EPD.  In the event of an EPD, we are required to return the premium paid by the investor for the loan as well as certain administrative fees, and in some cases repurchase the loan or indemnify the investor.  Because the level of mortgage loan repurchase losses depends upon economic factors, investor demand strategies and other external conditions that may change over the life of the underlying loans, the level of the liability for mortgage loan repurchase losses is difficult to estimate and requires considerable management judgment.

The following table demonstrates the activity for the reserve for mortgage repurchase losses for the three and nine months ended September 30, 2015 and 2014.

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2015			2014			2015			2014
	(In thousands)
Beginning Balance	$	4,362			5,533			4,999			6,108
Losses paid		(25	)		(10	)		(162	)		(364	)
Recoveries		1			—			1			29
Provision for mortgage repurchase losses		(250	)		(250	)		(750	)		(500	)
Ending balance	$	4,088			5,273			4,088			5,273

For the three months and nine months ended September 30, 2015, the Company recorded a negative provision for mortgage repurchase losses of $250,000 and $750,000, respectively, compared to a negative provision for mortgage repurchase losses of $250,000 and $500,00 for the three and nine months ended September 30, 2014, respectively. The decline in the provision for mortgage loan repurchase losses is related to several factors.The Company sells mortgage loans to various third parties, including government-sponsored entities (“GSEs”), under contractual provisions that include various representations and warranties as previously stated. The Company establishes the reserve for mortgage loan repurchase losses based on a combination of factors, including estimated levels of defects on internal quality assurance, default expectations, historical investor repurchase demand and appeals success rates, reimbursement by correspondent and other third party originators, and projected loss severity. Prior to 2012, there was no expiration date related to representations and warranties as long as the loan sold to the investor was outstanding. As a result, the Company received loan repurchase requests years after the loan was originated and sold to various third parties. In the latter part of 2012, the regulatory framework for certain GSEs changed where, under certain circumstances, the loan repurchase risk was limited for production beginning in January 2013. In addition, in May 2014, additional regulatory changes further limited loan repurchase risk.

As a result, the Company performed an analysis of its reserve for mortgage loan repurchase losses and, based on management’s judgment and interpretation of such regulatory changes, reduced the reserve accordingly. Management will continue to monitor how the GSEs implement the regulatory changes and trends. If such trends continue to be favorable, there is a possibility that additional reductions in this reserve could occur in future periods.

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Deposits

We provide a range of deposit services, including noninterest-bearing demand accounts, interest-bearing demand and savings accounts, money market accounts and time deposits. These accounts generally pay interest at rates established by management based on competitive market factors and management’s desire to increase or decrease certain types or maturities of deposits. Deposits continue to be our primary funding source. At September 30, 2015 deposits totaled $1.0 billion, an increase of $69.8 million from deposits of $964.2 million at December 31, 2014.

Our retail deposits represented $892.9 million, or 86.4% of total deposits at September 30, 2015, while our out-of-market, comprised of our brokered and institutional deposits, represented $141.0 million, or 13.6% of our total deposits. Our retail deposits represented $842.1 million, or 87.3% of total deposits at December 31, 2014, while our out-of-market, comprised of our brokered and institutional deposits, represented $122.1 million, or 12.7% of our total deposits.

The following table shows the average balance amounts and the average rates paid on deposits held by us.

	Ended September 30,
	2015					2014
	Average		Average			Average		Average
	Balance		Rate			Balance		Rate
	(Dollars in thousands)
Interest-bearing demand accounts	$	168,134		0.12	%		104,653		0.16	%
Money market accounts		236,822		0.19	%		213,247		0.23	%
Savings accounts		38,034		0.13	%		23,638		0.16	%
Certificates of deposit less than $100,000		230,342		0.88	%		207,506		0.93	%
Certificates of deposit of $100,000 or more		150,204		0.94	%		97,998		0.86	%
Total interest-bearing average deposits		823,536					647,042
Noninterest-bearing deposits		175,945					112,117
Total average deposits	$	999,481					759,159

The maturity distribution of our time deposits of $100,000 or more is as follows:

	At September 30, 2015
	(In thousands)
Three months or less	$	18,261
Over three through six months		30,158
Over six through twelve months		45,977
Over twelve months		83,465
Total certificates of deposits	$	177,861

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Short Term Borrowings

The following tables outline our various sources of short-term borrowed funds during the three and nine months ended September 30, 2015 and 2014 and the amounts outstanding at the end of each period, the maximum amount for each component during the periods, the average amounts for each period, and the average interest rate that we paid for each borrowings source. The maximum month-end balance represents the high indebtedness for each component of borrowed funds at any time during each of the periods shown.

						Maximum
				Period		Month	Average for the
		Ending		End		End	Period
		Balance		Rate		Balance	Balance	Rate
At or for the three months ended September 30, 2015		(Dollars in thousands)
	Short-term FHLB advances	$	105,000	0.18% - 0.64%		132,500	116,667	0.26%
	Other short-term borrowings	—		0.00	%	—	12	0.73%

						Maximum
				Period		Month	Average for the
		Ending		End		End	Period
		Balance		Rate		Balance	Balance	Rate
At or for the three months ended September 30, 2014		(Dollars in thousands)
	Short-term FHLB advances	$	92,500	0.16% - 0.64%		92,500	44,095	0.25%
	Subordinated debenture	300		2.68	%	300	300	2.68%
	Other short-term borrowings	—		—		10,000	5,434	0.76%

						Maximum
				Period		Month	Average for the
		Ending		End		End	Period
		Balance		Rate		Balance	Balance	Rate
At or for the nine months ended September 30, 2015		(Dollars in thousands)
	Unsecured line of credit	$	—	0.00	%	36	9	3.99%
	Short-term FHLB advances	105,000		0.18% - 0.64%		147,500	115,333	0.18%
	Other short-term borrowings	—		0.00	%	—	4	0.55%
	Subordinated debenture	—		0.00	%	300	167	4.89%

						Maximum
				Period		Month	Average for the
		Ending		End		End	Period
		Balance		Rate		Balance	Balance	Rate
At or for the nine months ended September 30, 2014		(Dollars in thousands)
	Short-term FHLB advances	$	92,500	0.16% - 0.64%		92,500	19,889	0.19%
	Subordinated debenture	300		2.68	%	300	300	2.02%
	Other short-term borrowings	—		0.00	%	10,000	183	0.56%

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Liquidity

Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss, and the ability to raise additional funds by increasing liabilities. Liquidity management involves monitoring our sources and uses of funds in order to meet our day-to-day cash flow requirements while maximizing profits. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of our investment portfolio is fairly predictable and subject to a high degree of control at the time investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to the same degree of control.

The Company utilizes borrowing facilities in order to maintain adequate liquidity including: the FHLB of Atlanta advance window, the Federal Reserve Bank (“FRB”), and federal funds purchased. The Company also uses wholesale deposit products, including brokered deposits as well as national certificate of deposit services. Additionally, the Company has certain investment securities classified as available-for-sale that are carried at market value with changes in market value, net of tax, recorded through stockholders’ equity.

Lines of credit with the FHLB of Atlanta are based upon FHLB-approved percentages of Bank assets, but must be supported by appropriate collateral to be available. The Company has pledged first lien residential mortgage, second lien residential mortgage, residential home equity line of credit, commercial mortgage and multifamily mortgage portfolios under blanket lien agreements. At September 30, 2015, the Company had FHLB advances of $158 million outstanding with excess collateral pledged to the FHLB during those periods that would support additional borrowings of approximately $91.5 million.

Lines of credit with the FRB are based on collateral pledged. At September 30, 2015, the Company had lines available with the FRB for $87.2 million. At September 30, 2015, the Company had no FRB advances outstanding.

Capital Resources

The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.

The prompt corrective action regulations provide five categories, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If a bank is only adequately capitalized, regulatory approval is required to, among other things, accept, renew or roll-over brokered deposits. If a bank is undercapitalized, capital distributions and growth and expansion are limited, and plans for capital restoration are required.

In July 2013, the Board of Governors of the Federal Reserve Board and the FDIC approved the final rules implementing the Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (commonly known as Basel III). Under the final rules, which began for the Company and the Bank on January 1, 2015 and are subject to a phase-in period through January 1, 2019, minimum requirements will increase for both the quantity and quality of capital held by the Company and the Bank. The rules include a new common equity Tier 1 capital to risk-weighted assets ratio (CET1 ratio) of 4.5% and a capital conservation buffer of 2.5% of risk-weighted assets, which when fully phased-in, results in a minimum CET1 ratio of 7.0%. Basel III raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% (which, with the capital conservation buffer, results in a minimum Tier 1 capital ratio of 8.5% when fully phased-in), results in a minimum total capital to risk-weighted assets ratio of 10.5% (with the capital conservation buffer fully phased-in), and requires a minimum leverage ratio of 4.0%. Basel III also makes changes to risk weights for certain assets and off-balance-sheet exposures. Management expects that the capital ratios for the Company and the Bank under Basel III will continue to exceed the well capitalized minimum capital requirements.

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The actual capital amounts and ratios as well as minimum amounts for each regulatory defined category for the Company and the Bank at September 30, 2015 and December 31, 2014 are as follows:

											To Be Well
						Minimum Required					Capitalized Under
						For Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Regulations
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
September 30, 2015
Carolina Financial Corporation
CET1 capital (to risk weighted assets)	$	100,620		10.71	%		42,279		4.50	%		N/A		N/A
Tier 1 capital (to risk weighted assets)		115,620		12.31	%		56,372		6.00	%		N/A		N/A
Total capital (to risk weighted assets)		125,509		13.36	%		75,163		8.00	%		N/A		N/A
Tier 1 capital (to total average assets)		100,620		8.76	%		52,766		4.00	%		N/A		N/A
CresCom Bank
CET1 capital (to risk weighted assets)		115,674		12.34	%		42,181		4.50	%		60,929		6.50	%
Tier 1 capital (to risk weighted assets)		115,674		12.34	%		56,242		6.00	%		74,989		8.00	%
Total capital (to risk weighted assets)		125,563		13.40	%		74,989		8.00	%		93,737		10.00	%
Tier 1 capital (to total average assets)		115,674		8.77	%		52,736		4.00	%		65,920		5.00	%
December 31, 2014
Carolina Financial Corporation
Tier 1 capital (to risk weighted assets)	$	104,613		12.03	%		34,787		4.00	%		N/A		N/A
Total risk based capital (to risk weighted assets)		114,323		13.15	%		69,574		8.00	%		N/A		N/A
Tier 1 capital (to total average assets)		104,613		9.49	%		44,079		4.00	%		N/A		N/A
CresCom Bank
Tier 1 capital (to risk weighted assets)		103,319		11.90	%		34,716		4.00	%		52,074		6.00	%
Total risk based capital (to risk weighted assets)		113,029		13.02	%		69,433		8.00	%		86,791		10.00	%
Tier 1 capital (to total average assets)		103,319		9.40	%		43,985		4.00	%		54,981		5.00	%

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Market Risk Management and Interest Rate Risk

The effective management of market risk is essential to achieving the Company’s objectives. As a financial institution, the Company’s most significant market risk exposure is interest rate risk. The primary objective of managing interest rate risk is to minimize the effect that changes in interest rates have on net income. This is accomplished through active asset and liability management, which requires the strategic pricing of asset and liability accounts and management of appropriate maturity mixes of assets and liabilities. The expected result of these strategies is the development of appropriate maturity and re-pricing opportunities in those accounts to produce consistent net income during periods of changing interest rates. The Bank’s asset/liability management committee, or ALCO, monitors loan, investment and liability portfolios to ensure comprehensive management of interest rate risk. These portfolios are analyzed for proper fixed-rate and variable-rate mixes under various interest rate scenarios. The asset/liability management process is designed to achieve relatively stable net interest margins and assure liquidity by coordinating the volumes, maturities or re-pricing opportunities of interest-earning assets, deposits and borrowed funds. It is the responsibility of the ALCO to determine and achieve the most appropriate volume and mix of interest-earning assets and interest-bearing liabilities, as well as ensure an adequate level of liquidity and capital, within the context of corporate performance goals. The ALCO meets regularly to review the Company’s interest rate risk and liquidity positions in relation to present and prospective market and business conditions, and adopts funding and balance sheet management strategies that are intended to ensure that the potential impact on earnings and liquidity as a result of fluctuations in interest rates is within acceptable standards. The Board of Directors also sets policy guidelines and establishes long-term strategies with respect to interest rate risk exposure and liquidity.

The Company uses interest rate sensitivity analysis to measure the sensitivity of projected net interest income to changes in interest rates. Management monitors the Company’s interest sensitivity by means of a computer model that incorporates current volumes, average rates earned and paid, and scheduled maturities, payments of asset and liability portfolios, together with multiple scenarios of prepayments, repricing opportunities and anticipated volume growth. Interest rate sensitivity analysis shows the effect that the indicated changes in interest rates would have on net interest income as projected for the next 12 months under the current interest rate environment. The resulting change in net interest income reflects the level of sensitivity that net interest income has in relation to changing interest rates.

As of September 30, 2015, the following table summarizes the forecasted impact on net interest income using a base case scenario given upward movements in interest rates of 100, 200, and 300 basis points based on forecasted assumptions of prepayment speeds, nominal interest rates and loan and deposit repricing rates. Downward movements do not appear to be applicable due to the low interest rate environment experienced since 2013. Estimates are based on current economic conditions, historical interest rate cycles and other factors deemed to be relevant. However, underlying assumptions may be impacted in future periods which were not known to management at the time of the issuance of the Consolidated Financial Statements. Therefore, management’s assumptions may or may not prove valid. No assurance can be given that changing economic conditions and other relevant factors impacting our net interest income will not cause actual occurrences to differ from underlying assumptions. In addition, this analysis does not consider any strategic changes to our balance sheet which management may consider as a result of changes in market conditions.

Interest Rate Scenario			Annualized Hypothetical Percentage Change in
	Change	Prime Rate	Net Interest Income
	0.00%	3.25%	0.0%
	1.00%	4.25%	-0.4%
	2.00%	5.25%	0.0%
	3.00%	6.25%	0.0%

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The primary uses of derivative instruments are related to the mortgage banking activities of the Company. As such, the Company holds derivative instruments, which consist of rate lock agreements related to expected funding of fixed-rate mortgage loans to customers (interest rate lock commitments) and forward commitments to sell mortgage-backed securities and individual fixed-rate mortgage loans. The Company’s objective in obtaining the forward commitments is to mitigate the interest rate risk associated with the interest rate lock commitments and the mortgage loans that are held for sale. Derivatives related to these commitments are recorded as either a derivative asset or a derivative liability in the balance sheet and are measured at fair value. Both the interest rate lock commitments and the forward commitments are reported at fair value, with adjustments recorded in current period earnings within the noninterest income of the consolidated statements of operations.

Derivative instruments not related to mortgage banking activities, including financial futures commitments and interest rate swap agreements that do not satisfy the hedge accounting requirements, are recorded at fair value and are classified with resultant changes in fair value being recognized in noninterest income in the consolidated statement of operations.

When using derivatives to hedge fair value and cash flow risks, the Company exposes itself to potential credit risk from the counterparty to the hedging instrument. This credit risk is normally a small percentage of the notional amount and fluctuates as interest rates change. The Company analyzes and approves credit risk for all potential derivative counterparties prior to execution of any derivative transaction. The Company seeks to minimize credit risk by dealing with highly rated counterparties and by obtaining collateralization for exposures above certain predetermined limits. If significant counterparty risk is determined, the Company would adjust the fair value of the derivative recorded asset balance to consider such risk.

Accounting, Reporting, and Regulatory Matters

Information regarding recent authoritative pronouncements that could impact the accounting, reporting, and/or disclosure of the financial information by the Company are included in Note 1 under Item 1 “Financial Statements”

Effect of Inflation and Changing Prices

The effect of relative purchasing power over time due to inflation has not been taken into account in our consolidated financial statements. Rather, our financial statements have been prepared on an historical cost basis in accordance with GAAP.

Unlike most industrial companies, our assets and liabilities are primarily monetary in nature. Therefore, the effect of changes in interest rates will have a more significant impact on our performance than the effect of changing prices and inflation in general. In addition, interest rates may generally increase as the rate of inflation increases, although not necessarily in the same magnitude. As discussed previously, we seek to manage the relationships between interest sensitive assets and liabilities in order to protect against wide rate fluctuations, including those resulting from inflation.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk Management and Interest Rate Risk, and Liquidity.

Item 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Management, including our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the three months ended September 30, 2015, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

We are a party to claims and lawsuits arising in the ordinary course of business. Management is not aware of any material pending legal proceedings against the Company which, if determined adversely, would have a material adverse impact on the Company’s financial position, results of operations or cash flows.

Item 1A RISK FACTORS.

Not applicable

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

Not applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable

Item 4. MINE SAFETY DISCLOSURES.

Not applicable

Item 5. OTHER INFORMATION.

Not applicable

Item 6. EXHIBITS.

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Index to Exhibits attached hereto and are incorporated herein by reference.

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SIGNATURES

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

	CAROLINA FINANCIAL CORPORATION
	Registrant
Date: November 6, 2015	/s/ Jerold L. Rexroad
	Jerold L. Rexroad
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: November 6, 2015	/s/ William A. Gehman, III
	William A. Gehman III
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

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INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Restated Certificate of Incorporation.*
3.2	Restated Bylaws.*
31.1	Rule 13a-14(a) Certification of the Principal Executive Officer.
31.2	Rule 13a-14(a) Certification of the Principal Financial Officer.
32	Section 1350 Certifications.
101	The following materials from the Quarterly Report on Form 10-Q of Carolina Financial Corporation for the quarter ended September 30, 2015, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Consolidated Financial Statements.

* Incorporated by reference from the Company’s Registration Statement on Form S-3 filed on August 31, 2015.

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