10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

Commission file number 000-027307

(Exact name of registrant as specified in charter)

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

(919) 687-7800

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

As of May 14, 2014, there were 2,031,337 shares outstanding of the issuer's common stock, no par value.

M&F BANCORP, INC. AND SUBSIDIARY

INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013	3
Consolidated Statements of Income (Loss) for the three months ended March 31, 2014 and 2013	4
Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2014 and 2013	5
Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2014 and 2013	6
Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013	7
Notes to Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 4. Controls and Procedures	41
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	42
Item 6. Exhibits	43
SIGNATURES	45

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M&F BANCORP, INC. AND SUBSIDIARY

PART I

FINANCIAL INFORMATION

Item 1 - Financial Statements

CONSOLIDATED BALANCE SHEETS
	March 31,			December 31,
(Dollars in thousands)	2014			2013
	(Unaudited)
ASSETS
Cash and cash equivalents
Cash and due from banks	$	3,100		$	3,390
Interest-bearing deposits		20,217			22,193
Federal funds sold		3,000			3,000
Total cash and cash equivalents		26,317			28,583
Investment securities available for sale, at fair value		66,756			65,919
Other invested assets		308			389
Loans, net of unearned income and deferred fees		187,032			189,475
Allowances for loan losses		(3,486	)		(3,493	)
Loans, net		183,546			185,982
Interest receivable		796			912
Bank premises and equipment, net		4,314			4,373
Cash surrender value of bank-owned life insurance		6,242			6,191
Other real estate owned		3,205			3,032
Deferred tax assets and taxes receivable, net		3,910			4,153
Other assets		4,536			1,955
TOTAL ASSETS	$	299,930		$	301,489
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Interest-bearing deposits	$	208,201		$	211,870
Noninterest-bearing deposits		49,876			48,057
Total deposits		258,077			259,927
Other borrowings		826			847
Other liabilities		4,479			4,578
Total liabilities		263,382			265,352
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
Series B Preferred Stock-  $1,000 liquidation value per share, 11,735 shares issued and outstanding		11,727			11,727
Common stock, no par value 10,000,000 shares authorized; 2,031,337 shares issued and outstanding		8,732			8,732
Retained earnings		17,321			17,103
Accumulated other comprehensive loss		(1,232	)		(1,425	)
Total stockholders' equity		36,548			36,137
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	299,930		$	301,489

See notes to consolidated financial statements.  

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M&F BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (LOSS)
	For the Three Months Ended
	March 31,
(Dollars in thousands except for share and per share data)	2014			2013
(Unaudited)
Interest income:
Loans, including fees	$	2,489		$	2,454
Investment securities, including dividends
Taxable		318			180
Tax-exempt		9			9
Other		17			24
Total interest income		2,833			2,667
Interest expense:
Deposits		173			189
Borrowings		1			22
Total interest expense		174			211
Net interest income		2,659			2,456
Less provision for loan losses		—			—
Net interest income after provision for loan losses		2,659			2,456
Noninterest income:
Service charges		302			290
Rental income		48			79
Cash surrender value of life insurance		51			50
Other income		56			1
Total noninterest income		457			420
Noninterest expense:
Salaries and employee benefits		1,303			1,466
Occupancy and equipment		365			375
Directors fees		55			83
Marketing		36			42
Professional fees		203			253
Information technology		205			213
FDIC deposit insurance		149			102
Other real estate owned expense, net		57			17
Gains at foreclosure		(13	)		—
Delivery expenses		46			39
Other		296			272
Total noninterest expense		2,702			2,862
Income before income taxes		414			14
Income tax expense		137			4
Net income		277			10
Less preferred stock dividends and accretion		(59	)		(59	)
Net income (loss) available to common stockholders	$	218		$	(49	)
Basic and diluted earnings (loss) per share of common stock:	$	0.11		$	(0.02	)
Weighted average shares of common stock outstanding:
Basic and diluted		2,031,337			2,031,337

See notes to consolidated financial statements.  

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M&F BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
	For the Three Months Ended
(Dollars in thousands)	March 31,
(Unaudited)	2014			2013
Net income	$	277		$	10
Other comprehensive income (loss):
Investment Securities:
Unrealized holding gains (losses) on securities available for sale		310			(76	)
Tax Effect		(117	)		8
Net of tax amount		193			(68	)
Defined benefit pension plans:
Net actuarial gain		(54	)		(90	)
Tax effect		—			—
Prior service cost		54			90
Tax effect		—			—
Net of tax amount		—			—
Other comprehensive income (loss), net of tax		193			(68	)
Comprehensive income (loss)	$	470		$	(58	)

See notes to consolidated financial statements

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M&F BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months Ended March 31, 2014 and 2013
										Accumulated
	Number									Other
(Dollars in thousands except for share data)	of		Common		Preferred		Retained			Comprehensive
(Unaudited)	Shares		Stock		Stock		Earnings			Loss			Total
Balances as of December 31, 2012		2,031,337	$	8,732	$	11,725	$	17,230		$	(1,408	)	$	36,279
Net income								10						10
Other comprehensive loss, net of tax											(68	)		(68	)
Dividends declared on preferred stock								(59	)					(59	)
Balances as of March 31, 2013		2,031,337	$	8,732	$	11,725	$	17,181		$	(1,476	)	$	36,162
Balances as of December 31, 2013		2,031,337	$	8,732	$	11,727	$	17,103		$	(1,425	)		36,137
Net income								277						277
Other comprehensive income, net of tax											193			193
Dividends declared on preferred stock								(59	)					(59	)
Balances as of March 31, 2014		2,031,337	$	8,732	$	11,727	$	17,321		$	(1,232	)	$	36,548

See notes to consolidated financial statements  

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M&F BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
	For the Three Months Ended
	March 31,
(Dollars in thousands)	2014			2013
(Unaudited)
Cash flows from operating activities:
Net income	$	277		$	10
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		85			88
Amortization of discounts/premiums on investments, net		165			310
Loan purchase accounting amortization, net		—			43
Deferred income tax provision		56			—
Deferred loan origination fees and costs, net		43			30
Increase in cash surrender value of bank owned life insurance		(51	)		(50	)
Gain at foreclosure		(13	)		—
Writedown of other real estate owned		21			—
Net changes in:
Accrued interest receivable and other assets		470			82
Other liabilities		(99	)		(161	)
Net cash  provided by operating activities		954			352
Cash flows from investing activities:
Activity in available for sale securities:
Maturities and calls		1,192			—
Principal collections		3,073			4,162
Purchases		(4,957	)		(4,137	)
FHLB stock redemptions		81			99
Net increase in loans		(653	)		(6,494	)
Purchases of bank premises and equipment		(26	)		(28	)
Net cash used in  investing activities		(1,290	)		(6,398	)
Cash flows from financing activities:
Net decrease in deposits		(1,850	)		(24,141	)
Proceeds from other borrowings		31			31
Repayments of other borrowings		(52	)		(51	)
Cash dividends		(59	)		(59	)
Net cash used in financing activities		(1,930	)		(24,220	)
Net decrease in cash and cash equivalents		(2,266	)		(30,266	)
Cash and cash equivalents as of the beginning of the period		28,583			42,586
Cash and cash equivalents as of the end of the period	$	26,317		$	12,320

See notes to consolidated financial statements.

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M&F BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
	Three Months Ended March 31,
(Dollars in thousands)	2014			2013
(Unaudited)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during period for:
Interest	$	171		$	259
Income Taxes	$	12		$	—
Noncash Transactions:
Loans transferred to OREO	$	181		$	—
Net unrealized gain (loss) on investment securities available for sale, net of deferred income tax	$	193		$	(68	)
Loans transferred to foreclosed assets	$	3		$	—
Transfer of participation loans sold from other borrowings to loans	$	—		$	(2,010	)
Loan transfer to other assets	$	(2,862	)	$	—

See notes to consolidated financial statements.

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

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

Basis of Presentation

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

The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and in accordance with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. The accompanying Consolidated Financial Statements and Notes are unaudited except for the balance sheet and footnote information as of December 31, 2013, which were derived from the Company’s audited consolidated Annual Report on Form 10-K as of and for the year ended December 31, 2013.

The Consolidated Financial Statements included herein do not include all the information and notes required by GAAP and should be read in conjunction with the Consolidated Financial Statements and the related notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2013.

In the opinion of management, the interim financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position, results of operations and cash flows in the Consolidated Financial Statements. The unaudited operating results for the periods presented may not be indicative of annual results.

Segment Reporting

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

Use of Estimates

The financial statements are prepared in accordance with GAAP, which require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

New Accounting Pronouncements –

In January 2014, the Financial Accounting Standards Board (“FASB”) amended the “Receivables—Troubled Debt Restructurings by Creditors” subtopic of the Codification to address the reclassification of consumer mortgage loans collateralized by residential real estate upon foreclosure. The amendments clarify the criteria for determining that an in substance repossession or foreclosure has occurred, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. The amendments also outline interim and annual disclosure requirements. The amendments will be effective for the Company for interim and annual reporting periods beginning after December 15, 2014. Companies are allowed to use either a modified retrospective transition method or a prospective transition method when adopting this update. Early adoption is permitted. 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.

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

2. INVESTMENT SECURITIES

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

Our available for sale securities totaled $66.8 million and $65.9 million as of March 31, 2014 and December 31, 2013, respectively. Securities with a fair value of $1.0 million were pledged to the Federal Reserve Bank of Richmond (“Federal Reserve Bank”) and an additional $3.8 million and $20.1 million in investments were pledged to public housing authorities in North Carolina and the North Carolina Department of State Treasurer as collateral for public deposits at March 31, 2014. Securities with a fair value of $1.0 million were pledged to the Federal Reserve Bank and an additional $3.5 million and $15.4 million in investments were pledged to public housing authorities in North Carolina and the North Carolina Department of State Treasurer as collateral for public deposits at December 31, 2013. Our investment portfolio consists of the following securities:

· U.S. government agency securities ,

· U.S. government sponsored residential mortgage backed securities (“MBS”), and

· Municipal securities (“Municipals”)

The amortized cost, gross unrealized gains and losses and fair values of investment securities at March 31, 2014 and December 31, 2013 were:

(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
(Unaudited)
March 31, 2014
US government agencies	$	8,496	$	3	$	(122	)	$	8,377
Government sponsored MBS
Residential		57,120		163		(369	)		56,914
Municipals
North Carolina		1,482		17		(34	)		1,465
Total	$	67,098	$	183	$	(525	)	$	66,756
December 31, 2013
US government agencies	$	7,000		—	$	(234	)	$	6,766
Government sponsored MBS
Residential		58,086		118		(506	)		57,698
Municipals
North Carolina		1,485		21		(51	)		1,455
Total	$	66,571	$	139	$	(791	)	$	65,919

There were no gross realized gains or losses on sales or calls of securities during the three-month periods ended March 31, 2014 or 2013.

The amortized cost and estimated market values of securities as of March 31, 2014 and December 31, 2013 by contractual maturities are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. MBS, which are not due at a single maturity date, are grouped based upon the final payment date. MBS may mature prior to the applicable final payment date because of principal prepayments.

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

(Dollars in thousands)	As of March 31, 2014
(Unaudited)	Fair Value		Amortized Cost
US government agencies
Due after one year through five years	$	6,493	$	6,496
Due after five years through ten years		1,884		2,000
Total US government agencies	$	8,377	$	8,496
Government sponsored MBS
Residential
Due within one year	$	10,592	$	10,637
Due after one year through five years		23,753		23,850
Due after five years through ten years		13,545		13,596
Due after ten years		9,024		9,037
Total government sponsored MBS	$	56,914	$	57,120
Municipals
North Carolina
Due within one year	$	468	$	465
Due after one year through five years		437		422
Due after five years through ten years		560		595
Total North Carolina municipal bonds	$	1,465	$	1,482

(Dollars in thousands)	As of December 31, 2013
	Fair Value		Amortized Cost
US government agencies
Due within one year	$	4,934	$	5,000
Due after one year through five years		1,832		2,000
Total US government agencies	$	6,766	$	7,000
Government sponsored MBS
Residential
Due within one year	$	12,090	$	12,156
Due after one year through five years		25,152		25,314
Due after five years through ten years		12,450		12,560
Due after ten years		8,006		8,056
Total government sponsored MBS	$	57,698	$	58,086
Municipals
North Carolina
Due within one year	$	472	$	465
Due after one year through five years		437		423
Due after five years through ten years		546		597
Total North Carolina municipal bonds	$	1,455	$	1,485

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

All securities owned as of March 31, 2014 and December 31, 2013 are investment grade. The unrealized losses were attributable to changes in market interest rates. The Company evaluates securities for other than temporary impairment on a quarterly basis. Consideration is given to the financial condition and near-term prospects of the issuer, the length of time and extent to which the fair value has been less than cost, and our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Based on these evaluations, the Company did not deem any securities to be impaired during 2013 or the first three months of 2014.

As of March 31, 2014 and December 31, 2013, the Company held 56 and 68investment positions, respectively, with unrealized losses of $525 thousand and $791 thousand, respectively. These investments were in U.S. government agencies, Government sponsored MBS and Municipals. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. Management had determined that all declines in market values of available-for-sale securities are not other-than-temporary, and the Company will not likely be required to sell these securities.

As of March 31, 2014 and December 31, 2013, the fair value of securities with gross unrealized losses by length of time that the individual securities have been in an unrealized loss position is as follows:

(Dollars in thousands)	Less Than 12 Months					12 Months or Greater					Total
(Unaudited)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
March 31, 2014
US government agencies	$	3,439	$	(57	)	$	935	$	(65	)	$	4,374	$	(122	)
Government sponsored MBS
Residential		29,945		(248	)		4,489		(121	)		34,434		(369	)
Municipals
North Carolina		560		(34	)		—		—			560		(34	)
Total	$	33,944	$	(339	)	$	5,424	$	(186	)	$	39,368	$	(525	)

(Dollars in thousands)	Less Than 12 Months					12 Months or Greater				Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2013
US government agencies	$	6,766	$	(234	)		—	$	—	$	6,766	$	(234	)
Government sponsored MBS
Residential		46,373		(506	)		20		—		46,393		(506	)
Municipals
North Carolina		546		(51	)		—		—		546		(51	)
Total	$	53,685	$	(791	)	$	20	$	—	$	53,705	$	(791	)

3. FHLB STOCK

To be a member of the FHLB System, the Bank is required to maintain an investment in capital stock of the FHLB in an amount equal to 0.09% and 0.12% at March 31, 2014 and December 31, 2013, respectively, of its total assets as of December 31 of the prior year (up to a maximum of $15.0 million and $20.0 million at March 31, 2014 and December 31, 2013, respectively), plus 4.5% of its outstanding FHLB advances. The carrying value of FHLB stock, which is included in Other Invested Assets on the Consolidated Balance Sheets, as of March 31, 2014 and December 31, 2013 was $0.3 million and $0.4 million, respectively. No ready market exists for the FHLB stock, and it has no quoted market value; however, management believes that the cost approximates the market value as of March 31, 2014 and December 31, 2013. The FHLB, of which the Bank is a member, has been impacted by the Recession that began in 2008. Management has reviewed its investment in FHLB stock for impairment and does not believe it is impaired as of March 31, 2014 or December 31, 2013.

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

4. RECONCILIATIONS OF BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE ("EPS")

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

5. ACCUMULATED OTHER COMPREHENSIVE INCOME

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

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT
For The Three Months Ended March 31, 2014 and 2013
(Dollars in thousands)
(Unaudited)
	Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total
Balance as of December 31, 2012	$	426		$	(1,834	)	$	(1,408	)
Other comprehensive loss before reclassifications		(68	)		—			(68	)
Amounts reclassified from accumulated other comprehensive loss		—			—			—
Net current-period other comprehensive loss		(68	)		—			(68	)
Balance as of March 31, 2013	$	358		$	(1,834	)	$	(1,476	)
Balance as of December 31, 2013	$	(405	)	$	(1,020	)	$	(1,425	)
Other comprehensive loss before reclassifications		193			—			193
Amounts reclassified from accumulated other comprehensive loss		—			—			—
Net current-period other comprehensive loss		193			—			193
Balance as of March 31, 2014	$	(212	)	$	(1,020	)	$	(1,232	)

All amounts are net of tax.   

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

6. LOANS AND ALLOWANCE FOR LOAN LOSSES

The activity in the Company’s allowance for loan losses (“ALLL”) for the first three months of 2014 and 2013 and related asset balances at March 31, 2014 and December 31, 2013 is summarized as follows:

	For the Three Months Ended March 31, 2014
							Faith-
							Based			Residential
				Commercial			Non-			Real						Other
(Dollars in thousands)	Commercial			Real Estate			Profit			Estate			Consumer			Loans			Unallocated		Total
ALLL:
Total ending ALLL balances as of December 31, 2013	$	184		$	808		$	1,883		$	493		$	19		$	106		$	—	$	3,493
For the three months ended March 31, 2014
Charge-offs		—			—			—			(7	)		(1	)		(6	)		—		(14	)
Recoveries		—			—			—			4			—			3			—		7
Provision for loan losses		(6	)		(109	)		(87	)		122			1			(66	)		145		—
Total ending ALLL balances as of March 31, 2014	$	178		$	699		$	1,796		$	612		$	19		$	37		$	145	$	3,486

	For the Three Months Ended March 31, 2013
						Faith-
						Based		Residential
				Commercial		Non-		Real						Other
(Dollars in thousands)	Commercial			Real Estate		Profit		Estate			Consumer			Loans			Unallocated			Total
ALLL:
Total ending ALLL balances as of December 31, 2012	$	90		$	881	$	1,246	$	937		$	30		$	54		$	261		$	3,499
For the three months ended March 31, 2013
Charge-offs		—			—		—		—			(7	)		—			—			(7	)
Recoveries		—			—		—		4			5			—			—			9
Provision for loan losses		(14	)		311		32		(90	)		(1	)		(6	)		(232	)		—
Total ending ALLL balances as of March 31, 2013	$	76		$	1,192	$	1,278	$	851		$	27		$	48		$	29		$	3,501

14

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

	March 31, 2014
					Faith
					Based
			Commercial		Non-		Residential				Other
(Dollars in thousands)	Commercial		Real Estate		Profit		Real Estate		Consumer		Loans		Unallocated		Total
ALLL:
Ending ALLL balance attributable to loans:
Individually evaluated for impairment	$	—	$	5	$	746	$	214	$	—	$	—	$	—	$	965
Collectively evaluated for impairment		178		694		1,050		398		19		37		145		2,521
Total ending ALLL balance	$	178	$	699	$	1,796	$	612	$	19	$	37	$	145	$	3,486
Loans:
Loans individually evaluated for impairment	$	—	$	9,044	$	16,577	$	3,427	$	8	$	—	$	—	$	29,056
Loans collectively evaluated for impairment		12,118		42,999		74,848		24,628		1,333		2,050		—		157,976
Total ending loans balance	$	12,118	$	52,043	$	91,425	$	28,055	$	1,341	$	2,050	$	—	$	187,032

	December 31, 2013
					Faith
					Based
			Commercial		Non-		Residential				Other
(Dollars in thousands)	Commercial		Real Estate		Profit		Real Estate		Consumer		Loans		Unallocated		Total
ALLL:
Ending ALLL balance attributable to loans:
Individually evaluated for impairment	$	—	$	—	$	931	$	75	$	—	$	—	$	—	$	1,006
Collectively evaluated for impairment		184		808		952		418		19		106		—		2,487
Total ending ALLL balance	$	184	$	808	$	1,883	$	493	$	19	$	106	$	—	$	3,493
Loans:
Loans individually evaluated for impairment	$	—	$	9,029	$	17,661	$	3,947	$	11	$	—	$	—	$	30,648
Loans collectively evaluated for impairment		12,344		50,060		67,802		24,966		1,329		2,326		—		158,827
Total ending loans balance	$	12,344	$	59,089	$	85,463	$	28,913	$	1,340	$	2,326	$	—	$	189,475

15

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

The Bank experienced $7 thousand in net loan charge-offs for the three months ended March 31, 2014 compared to $2 thousand in net loan recoveries for the three months ended March 31, 2013. Annualized net charge-offs/(recoveries) as a percent of average loan balances outstanding totaled 0.02% and 0.00% during the three month periods ended March 31, 2014 and 2013, respectively, and 0.19% for the year ended December 31, 2013.

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

A portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its ALLL. The composition of the loan portfolio, net of deferred fees and costs, by loan classification as of March 31, 2014 and December 31, 2013 was as follows:

(Dollars in thousands)	March 31, 2014			December 31, 2013
Commercial	$	12,118		$	12,344
Commercial real estate:
Construction		498			4,758
Owner occupied		23,117			22,186
Other		28,428			32,145
Faith-based non-profit:
Construction		7,129			—
Owner Occupied		82,373			78,761
Other		1,923			6,702
Residential real estate:
First mortgage		21,589			22,350
Multifamily		3,185			3,271
Home equity		2,883			3,051
Construction		398			241
Consumer		1,341			1,340
Other loans		2,050			2,326
Loans, net of deferred fees		187,032			189,475
ALLL		(3,486	)		(3,493	)
Loans, net of ALLL	$	183,546		$	185,982

The Bank has a concentration of loans to faith-based non-profit organizations, in which the Bank has specialized lending experience. As of March 31, 2014, the percentage of loans in this niche, which included construction, real estate secured, and lines of credit, comprised approximately 48.88% of the total loan portfolio and the reserve for these loans was 51.52% of the total allowance. Historically the Bank has experienced low levels of loan losses in this niche; however, repayment of these loans is generally dependent on voluntary contributions which some have been adversely affected by the recent economic downturn.

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

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

16

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

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

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

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

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

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

Loans may be returned to accrual status when all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment within a reasonable period of time, and the borrower has demonstrated payment performance for a minimum of six months in accordance with the contractual terms involving payments of cash or cash equivalents. During the non-accrual period, all payments received will be applied to principal. After a loan is returned to accruing status, foregone interest will be accreted to interest income on a pro-rata basis over the remaining term of the loan if full repayment of principal and interest is reasonably assured.

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

17

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

The following tables show past due loans and loans past due 90 days or more and still accruing for the quarters ended March 31, 2014 and December 31, 2013:

					90 Days
March 31, 2014	30-59 Days		60-89 Days		Or More		Total Past
(Dollars in thousands)	Past Due		Past Due		Past Due		Due		Current		Total
Commercial	$	—	$	—	$	—	$	—	$	12,118	$	12,118
Commercial real estate:
Construction		—		—		—		—		498		498
Owner occupied		2,387		—		2,770		5,157		17,960		23,117
Other		33		910		532		1,475		26,953		28,428
Faith-based non-profit:
Construction		—		67		—		67		7,062		7,129
Owner Occupied		679		484		380		1,543		80,830		82,373
Other		—		—		—		—		1,923		1,923
Residential real estate:
First mortgage		3,635		282		2,349		6,266		15,323		21,589
Multifamily		—		—		—		—		3,185		3,185
Home equity		58		4		202		264		2,619		2,883
Construction		—		—		—		—		398		398
Consumer		—		14		8		22		1,319		1,341
Other loans		—		—		—		—		2,050		2,050
Total	$	6,792	$	1,761	$	6,241	$	14,794	$	172,238	$	187,032

					90 Days
December 31, 2013	30-59 Days		60-89 Days		Or More		Total Past
(Dollars in thousands)	Past Due		Past Due		Past Due		Due		Current		Total
Commercial	$	—	$	4	$	—	$	4	$	12,340	$	12,344
Commercial real estate:
Construction		—		—		—		—		4,758		4,758
Owner occupied		77		—		2,675		2,752		19,434		22,186
Other		—		—		642		642		31,503		32,145
Faith-based non-profit:
Construction		—		—		—		—		—		—
Owner Occupied		2,859		29		333		3,221		75,540		78,761
Other		1		—		—		1		6,701		6,702
Residential real estate:
First mortgage		747		275		2,602		3,624		18,726		22,350
Multifamily		—		—		—		—		3,271		3,271
Home equity		241		—		118		359		2,692		3,051
Construction		—		—		—		—		241		241
Consumer		6		3		9		18		1,322		1,340
Other loans		—		—		—		—		2,326		2,326
Total	$	3,931	$	311	$	6,379	$	10,621	$	178,854	$	189,475

At March 31, 2014 and December 31, 2013, the total recorded investment in impaired loans amounted to $29.1 million and $30.7 million, respectively. Of these impaired loans, $6.4 million and $6.7 million were on non-accrual at March 31, 2014 and December 31, 2013, respectively.

18

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

The recorded investment and related information for impaired loans is summarized as follows for March 31, 2014 and December 31, 2013:

	March 31, 2014
							Interest
	Unpaid						Earned		Average
	Principal		Recorded		ALLL		For the		Recorded
(Dollars in thousands)	Balance		Investment		Allocated		Year		Investment
With no related allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		359		361		—		7		362
Owner occupied		3,159		3,159		—		32		3,171
Other		867		869		—		6		3,186
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		8,502		8,518		—		128		11,361
Other		—		—		—		—		—
Residential real estate:
First mortgage		2,750		2,744		—		19		2,931
Multifamily		—		—		—		—		—
Home equity		82		83		—		1		80
Construction		—		—		—		—		—
Consumer		8		8		—		—		10
Impaired loans with no allowance recorded	$	15,727	$	15,742	$	—	$	193	$	21,101
With an allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		—		—		—		—		—
Owner occupied		—		—		—		—		—
Other		4,660		4,676		5		49		2,338
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		8,075		8,089		746		102		5,794
Other		—		—		—		—		—
Residential real estate:
First mortgage		545		523		196		3		573
Multifamily		—		—		—		—		—
Home equity		78		78		19		1		105
Construction		—		—		—		—		—
Consumer		—		—		—		—		—
Impaired loans with allowance recorded	$	13,358	$	13,366	$	966	$	155	$	8,810
Impaired loans	$	29,085	$	29,108	$	966	$	348	$	29,911

19

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

	March 31, 2013
	At end of period						For Period Ended
	Unpaid						Interest		Average
	Principal		Recorded		ALLL		Income		Recorded
(Dollars in thousands)	Balance		Investment		Allocated		Recognized		Investment
With no related allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	295
Commercial real estate:
Construction		366		366		—		7		279
Owner occupied		524		524		—		8		581
Other		6,279		6,279		—		59		4,742
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		14,336		14,336		—		142		10,193
Other		—		—		—		—		—
Residential real estate:
First mortgage		3,094		3,060		—		7		1,258
Multifamily		—		—		—		—		—
Home equity		103		103		—		—		92
Construction		—		—		—		—		—
Consumer		14		14		—		—		4
Impaired loans with no allowance recorded	$	24,716	$	24,682	$	—	$	223	$	17,444
With an allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		—		—		—		—		—
Owner occupied		237		237		209		5		59
Other		—		—		—		—		501
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		425		425		27		7		214
Other		—		—		—		—		—
Residential real estate:
First mortgage		1,153		1,153		288		—		660
Multifamily		—		—		—		—		—
Home equity		—		—		—		—		—
Construction		—		—		—		—		—
Consumer		—		—		—		—		—
Impaired loans with allowance recorded	$	1,815	$	1,815	$	524	$	12	$	1,434
Impaired loans	$	26,531	$	26,497	$	524	$	235	$	18,878

20

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

	December 31, 2013
							Interest
	Unpaid						Earned		Average
	Principal		Recorded		ALLL		For the		Recorded
(Dollars in thousands)	Balance		Investment		Allocated		Year		Investment
With no related allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	74
Commercial real estate:
Construction		363		364		—		28		321
Owner occupied		3,181		3,183		—		142		1,194
Other		5,486		5,503		—		256		4,858
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		14,151		14,203		—		681		12,880
Other		—		—		—		—		—
Residential real estate:
First mortgage		3,116		3,119		—		213		2,143
Multifamily		—		—		—		—		—
Home equity		77		77		—		3		50
Construction		—		—		—		—		—
Consumer		11		11		—		—		9
Impaired loans with no allowance recorded	$	26,385	$	26,460	$	—	$	1,323	$	21,529
With an allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		—		—		—		—		—
Owner occupied		—		—		—		—		59
Other		—		—		—		—		251
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		3,510		3,500		931		242		631
Other		—		—		—		—		—
Residential real estate:
First mortgage		621		623		38		29		1,017
Multifamily		—		—		—		—		—
Home equity		131		131		37		6		42
Construction		—		—		—		—		—
Consumer		—		—		—		—		—
Impaired loans with allowance recorded	$	4,262	$	4,254	$	1,006	$	277	$	2,000
Impaired loans	$	30,647	$	30,714	$	1,006	$	1,600	$	23,529

21

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

The recorded investment in TDRs, which are included in total impaired loans, was $25.3 million, $21.1 million and $26.4 million at March 31, 2014, March 31, 2013 and December 31, 2013, respectively.

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

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

The ALLL is management's estimate of probable losses that are inherent in the loan portfolio. The ALLL is based on regular quarterly assessments. The methodologies for measuring the appropriate level of the ALLL include the combination of a quantitative historical loss history by loan type and a qualitative analysis for loans not classified as impaired or TDRs ("ASC 450 reserve"), and a specific allowance method for impaired and TDR loans ("ASC 310 reserve"). The qualitative analysis for the ASC 450 reserve is patterned after the guidelines provided under Securities Exchange Commission (“SEC”) Staff Accounting Bulletin 102 and the Federal Financial Institutions Examination Council (“FFIEC”) Interagency Policy Statement on the Allowance for Loan and Lease Losses and include the following:

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

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

· Changes in the nature and volume of the loan portfolio;

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

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

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

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

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

Management has developed, from historical loan and economic information, quantitative drivers for certain qualitative factors. Management has identified which factors, by nature, are subjective, such as lending policies, competition and regulatory requirements. The quantitative drivers of qualitative factors, to which different weights are assigned based on management’s judgment, are reviewed and updated quarterly based on updated quarterly and eight-quarter rolling data. The quantitative loss history is based on an eight-quarter rolling history of losses incurred by different loan types within the loan portfolio.

A specific ALLL is established for loans identified as impaired or TDRs, based on significant conditions or circumstances related to the specific credits. The specific allowance amounts are determined by a method prescribed by ASC 310, Receivables. Loans identified as impaired and non-accruing TDRs are accounted for in accordance with one of three valuations: (i) the present value of future cash flows discounted at the loan's effective interest rate; (ii) the loan's observable market price, or (iii) the fair value of the collateral, if the loan is collateral dependent, less estimated liquidation costs.

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

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

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

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

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

Reserve for Unfunded Commitments - The Unfunded Reserve is a component of other liabilities and represents the estimate for probable credit losses inherent in unfunded commitments to extend credit. Unfunded commitments to extend credit include loans with usable balances available, new commitments to lend that are not yet funded, and standby and commercial letters of credit. The process used to determine the Unfunded Reserve is consistent with the process for determining the quantitative portion of the ASC 450 reserve, as adjusted for estimated funding probabilities and historical eight quarter rolling quantitative loan loss factors. The level of the Unfunded Reserve is adjusted by recording an expense or recovery in other noninterest expense. The balances of $20.4 thousand and $12.5 thousand for March 31, 2014 and December 31, 2013, respectively, are reflected in other liabilities on the Consolidated Balance Sheets.

The following table presents the recorded investment in non-accrual loans and loans past due over 90 days still on accrual by class of loans as of March 31, 2014 and December 31, 2013, respectively:

					90 Days
					or More
					Past Due
March 31, 2014					Still
(Dollars in thousands)	Non-accrual		Number		Accruing		Number
Commercial	$	—		—	$	—		—
Commercial real estate:
Construction		—		—		—		—
Owner occupied		2,655		3		151		1
Other		532		3		—		—
Faith-based non-profit:
Construction		—		—		—		—
Owner Occupied		28		1		353		2
Other		—		—		—		—
Residential real estate:
First mortgage		3,124		40		251		4
Multifamily		—		—		—		—
Home equity		102		6		109		2
Construction		—		—		—		—
Consumer		8		1		—		—
Other loans		—		—		—		—
Total	$	6,449		54	$	864		9

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

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

Non-accrual loans and loans past due over 90 days still accruing interest include both smaller balance homogenous loans that are collectively evaluated for impairment and individually classified impaired loans. Loans for which principal or interest is in default for 90 days or more are classified as a non-accrual unless they are well secured and in process of collection.

Those loans over 90 days still accruing interest were in the process of modification. In these cases, the borrowers are still making payments. Borrowers have continued to make payments on these loans while administrative and legal due processes are proceeding which will enable the Bank to extend or modify maturity dates.

Unrecognized income on non-accrual loans at March 31, 2014 and December 31, 2013 was $0.2 million and $0.5 million, respectively.

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

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

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

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

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

· Loss. Based on current facts and circumstances, loans classified as loss are not expected to be repaid, or that collateral will be difficult to liquidate. Loans classified as loss are charged off to the ALLL with board approval.

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

25

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

The following is a breakdown of loans by risk categories at March 31, 2014 and December 31, 2013:

March 31, 2014
(Dollars in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Commercial	$	12,117	$	—	$	1	$	—	$	12,118
Commercial real estate:
Construction		139		—		359		—		498
Owner occupied		17,741		1,430		3,946		—		23,117
Other		24,710		2,699		1,019		—		28,428
Faith-based non-profit:
Construction		7,129		—		—		—		7,129
Owner Occupied		71,058		4,395		6,920		—		82,373
Other		1,923		—		—		—		1,923
Residential real estate:
First mortgage		17,691		421		3,477		—		21,589
Multifamily		3,091		32		62		—		3,185
Home equity		2,511		—		372		—		2,883
Construction		398		—		—		—		398
Consumer		1,328		—		13		—		1,341
Other loans		2,050		—		—		—		2,050
Total	$	161,886	$	8,977	$	16,169	$	—	$	187,032

December 31, 2013
(Dollars in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Commercial	$	12,342	$	—	$	2	$	—	$	12,344
Commercial real estate:
Construction		4,396		—		362		—		4,758
Owner occupied		17,586		625		3,975		—		22,186
Other		27,584		2,703		1,858		—		32,145
Faith-based non-profit:
Construction		—		—		—		—		—
Owner Occupied		66,626		7,474		4,661		—		78,761
Other		6,701		1		—		—		6,702
Residential real estate:
First mortgage		17,890		427		4,033		—		22,350
Multifamily		3,171		38		62		—		3,271
Home equity		2,668		—		383		—		3,051
Construction		241		—		—		—		241
Consumer		1,323		—		17		—		1,340
Other loans		2,326		—		—		—		2,326
Total	$	162,854	$	11,268	$	15,353	$	—	$	189,475

Loans Modified as a TDR - Loans are considered to have been modified as a TDR when the Company makes certain concessions to a borrower experiencing financial difficulty. Concessions to the borrower at modification may include interest rate reductions, principal or interest forgiveness, forbearance, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. Generally, a non-accrual loan that has been modified as a TDR remains on non-accrual status for a period of six months to demonstrate that the borrower is able to meet the terms of the modified loan. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. Since the economic crisis began in 2008, management has elected to offer concessions to borrowers with identified financial weaknesses, even if the borrowers have continued making scheduled payments, working with the borrowers to enable them to continue meeting their obligations to repay the debt to the Company.

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

The following tables present TDRs as of March 31, 2014 and December 31, 2013.

	Troubled Debt Restructurings
	March 31, 2014
					Non-accrual				Total
	Accrual Status				Status				Modifications
(Dollars in thousands)	Number		Amount		Number		Amount		Number		Amount
Commercial real estate:
Construction		2	$	359		—	$	—		2	$	359
Owner occupied		4		504		1		2,576		5		3,080
Other		5		4,994		—		—		5		4,994
Faith-based non-profit:
Owner occpied		21		17,545		1		28		22		17,573
Residential real estate:
First mortgage		1		29		2		222		3		251
		33	$	23,431		4	$	2,826		37	$	26,257

	Troubled Debt Restructurings
	December 31, 2013
					Non-accrual				Total
	Accrual Status				Status				Modifications
(Dollars in thousands)	Number		Amount		Number		Amount		Number		Amount
Commercial real estate:
Construction		2	$	362		—	$	—		2	$	362
Owner occupied		4		506		1		2,598		5		3,104
Other		5		4,953		—		—		5		4,953
Faith-based non-profit:
Owner occpied		21		17,632		1		29		22		17,661
Residential real estate:
First mortgage		1		29		3		244		4		273
		33	$	23,482		5	$	2,871		38	$	26,353

No loans were restructured during the three months ended March 31, 2014. Loans totaling $3.1 million were restructured during the 12 months ended March 31, 2014. One loan totaling $2.6 million was placed on non-accrual due to delinquency. All loans restructured during that period were paying as restructured as of March 31, 2014. No loans were restructured during the three months ended March 31, 2013. Loans totaling $3.2 million were restructured during the 12 months ended March 31, 2013. All loans restructured during that period were paying as restructured as of March 31, 2013. The Company defines default as the loan becoming more than 90 days past due, foreclosed upon or charged-off.

There were no loans modified as TDRs and with a payment default, with the payment default occurring within 12 months of the restructure date, and the payment default occurring during the three months ended March 31, 2014 and 2013.

TDR defaults can result in a higher ALLL and a corresponding higher provision for loan losses because they generally negatively impact the timing of and expected collections from these impaired loans. Impaired loans, which include TDRs, are evaluated for specific additions to the ALLL by subtracting the recorded investment in these impaired loans from their fair values. Fair values are generally determined by the present value of future cash flows, collateral value, or liquidation value. Defaults generally reduce the present value of the future cash flows and can negatively influence the collateral values if the declining real estate values are affecting the sale of collateral.

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

7. OTHER REAL ESTATE OWNED (“OREO”)

At the time of foreclosure, real estate is recorded at fair market value based on appraised value less estimated costs to sell, such as realtor, legal and recording fees and expenses. Subsequent to foreclosure, properties are appraised annually and adjusted to the lower of carrying amount or fair market value less estimated costs to sell. At March 31, 2014 and December 31, 2013, OREO totaled $3.2 million and $3.0 million, respectively.

8. BORROWINGS

Borrowings as of March 31, 2014 consisted of an FHLB borrowing of $0.7 million with an interest rate of 0.50% that matures in 2020 and a capital lease of $0.2 million with an interest rate of 1.60%. Borrowings as of December 31, 2013 consisted of an FHLB borrowing of $0.7 million with an interest rate of 0.50% that matures in 2020 and a capital lease of $0.2 million with an interest rate of 1.60%.

The Company has federal funds lines of credit with three correspondent banks totaling $10.0 million at March 31, 2014 and December 31, 2013. The Company periodically tests its federal funds lines of credit with its correspondent banks. These lines were tested during the three months ended March 31, 2014. The Company had unused borrowing capacity with the FHLB of $5.2 million as of March 31, 2014 and $5.3 million as of December 31, 2013, respectively. In addition, the Company has the ability to borrow from the Federal Reserve Bank to the extent of investment securities pledged to the Federal Reserve Bank.

9. COMMITMENTS AND CONTINGENCIES

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

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

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

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

Financial instruments whose contract amounts represent credit risk as of March 31, 2014 and December 31, 2013, respectively, are commitments to extend credit (including availability of lines of credit), and standby letters of credit. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral deemed necessary by the Bank is based on management’s credit evaluation and underwriting guidelines for the particular loan.

Commitments outstanding at March 31, 2014 are summarized in the following table:

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

	Commercial letters of credit		Other loan commitments		Total commitments
Less than one year	$	122	$	6,250	$	6,372
One to three years		297		5,320		5,617
Three to five years		—		16,981		16,981
More than five years		93		2,379		2,472
Total	$	512	$	30,930	$	31,442

10. FAIR VALUE MEASUREMENT

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

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

Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon estimates, are often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values.

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

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

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

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

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

Assets and Liabilities Measured on a Recurring Basis:

Available-for-Sale Investment Securities: Investment securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Level 1 securities include those traded on nationally recognized securities exchanges, U.S. Treasury securities, and money market funds. Level 2 securities include U.S. government agency securities, mortgage-backed securities issued by government-sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

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

(Dollars in thousands)			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	March 31, 2014		(Level 1)		(Level 2)		(Level 3)
Recurring:
US government agencies	$	8,377	$	—	$	8,377	$	—
Government sponsored MBS
Residential		56,914		—		56,914		—
Municipal securities
North Carolina		1,465		—		1,465		—
Mortgage servicing rights		24		—		—		24
Total	$	66,780	$	—	$	66,756	$	24

Assets measured at fair value on a recurring basis as of December 31, 2013 were:

(Dollars in thousands)			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	December 31, 2013		(Level 1)		(Level 2)		(Level 3)
Recurring:
US government agencies	$	6,766	$	—	$	6,766	$	—
Government sponsored MBS
Residential		57,698		—		57,698		—
Municipal securities
North Carolina		1,455		—		1,455		—
Mortgage Servicing Rights	$	25		—		—		25
Total	$	65,944	$	—	$	65,919	$	25

The table below displays changes in all recurring Level 3 Assets from December 31, 2013 to March 31, 2014 and December 31, 2012 to December 31, 2013.

(Dollars in thousands)	Mortgage Servicing Rights
Beginning balance (December 31, 2013)	$	25
Amortization		1
Ending Balance (March 31, 2014)	$	24

(Dollars in thousands)	Mortgage Servicing Rights
Beginning balance (December 31, 2012)	$	36
Amortization		11
Ending Balance (December 31, 2013)	$	25

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

Assets and Liabilities Measured on a Nonrecurring Basis:

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

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

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

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

Assets measured at fair value on a nonrecurring basis as of March 31, 2014 and December 31, 2013 were:

(Dollars in thousands)			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	March 31, 2014		(Level 1)		(Level 2)		(Level 3)
Nonrecurring:
OREO	$	3,205	$	—	$	—	$	3,205
Repossessed collateral		593		—		—		593
Impaired loans:
Commercial real estate		9,060		—		—		9,060
Faith-based non-profit		15,861		—		—		15,861
Residential real estate		3,213		—		—		3,213
Consumer		8		—		—		8
Total	$	31,940	$	—	$	—	$	31,940

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

(Dollars in thousands)			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	December 31, 2013		(Level 1)		(Level 2)		(Level 3)
Nonrecurring:
OREO	$	3,032	$	—	$	—	$	3,032
Repossessed collateral		590		—		—		590
Impaired loans:
Commercial real estate		9,050		—		—		9,050
Faith-based non-profit		16,772		—		—		16,772
Residential real estate		3,875		—		—		3,875
Consumer		11		—		—		11
Total	$	33,330	$	—	$	—	$	33,330

Quantitative Information about Level 3 Fair Value Measurements

(Dollars in thousands)				Significant	Significant
			Valuation	Unobservable	Unobservable
Description	March 31, 2014		Technique	Inputs	Input Value
Nonrecurring:
OREO	$	3,205	discounted appraisals	collateral discounts		6-20%
Repossessed collateral		593	discounted appraisals	collateral discounts		20-50%
Impaired loans		28,142	discounted appraisals	collateral discounts		6-20%
Total	$	31,940

(Dollars in thousands)				Significant	Significant
			Valuation	Unobservable	Unobservable
Description	December 31, 2013		Technique	Inputs	Input Value
Nonrecurring:
OREO	$	3,032	discounted appraisals	collateral discounts		6-20%
Repossessed collateral		590	discounted appraisals	collateral discounts		20-50%
Impaired loans		29,708	discounted appraisals	collateral discounts		6-20%
Total	$	33,330

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

The Company had no transfers between any of the three levels in 2013 or 2014.

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

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

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

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M&F BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, continued

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

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

Deposits: The fair value of deposits with no stated maturity, such as demand deposits, checking accounts, savings and money market accounts, is equal to the carrying amount and is therefore considered a Level 1 input. The fair value of certificates of deposit is based on the discounted value of contractual cash flows, where the discount rate is estimated using the market rates currently offered for deposits of similar remaining maturities and is therefore considered a Level 2 input.

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

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

As of March 31, 2014 and December 31, 2013, the carrying amounts and associated estimated fair value of financial assets and liabilities of the Company are as follows:

	March 31, 2014
(Dollars in thousands)	Carrying		Estimated
	Amount		Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	26,317	$	26,317	$	26,317	$	—	$	—
Investment securities available for sale		66,756		66,756		—		66,756		—
Loans, net of allowances for loan losses		183,546		187,340						187,340
Accrued interest receivable		796		796		796		—
Liabilities:
Non-maturity deposits	$	123,540	$	123,540		123,540		—		—
Maturity deposits		134,537		134,055		—		134,055		—
Other borrowings		826		774		—		—		774
Accrued interest payable		78		78		78		—		—

	December 31, 2013
(Dollars in thousands)	Carrying		Estimated
	Amount		Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	28,583	$	28,583	$	28,583	$	—	$	—
Investment securities available for sale		65,919		65,919		—		65,919		—
Loans, net of allowances for loan losses		185,982		189,387						189,387
Accrued interest receivable		912		912		912		—
Liabilities:
Non-maturity deposits	$	116,115	$	116,115		116,115		—		—
Maturity deposits		143,812		143,314		—		143,314		—
Other borrowings		847		791		—		—		791
Accrued interest payable		75		75		75		—		—

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ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

The following discussion and analysis is intended to aid the reader in understanding and evaluating the Company’s consolidated results of operations and financial condition. This discussion is designed to provide more comprehensive information about the major components of the Company’s results of operations, financial condition, liquidity, and capital resources than may be obtained from reading the financial statements alone. This discussion should be read in conjunction with, and is qualified in its entirety by reference to, the Company’s Consolidated Financial Statements, including the related notes thereto presented under Item 1 in this Quarterly Report on Form 10-Q. All information presented is consolidated data unless otherwise specified.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent expectations and beliefs of the Company and Mechanics and Farmers Bank (the “Bank”), including but not limited to the Company’s operations, performance, financial condition, growth or strategies. These forward-looking statements are identified by words such as “expects”, “anticipates”, “should”, “estimates”, “believes” and variations of these words and other similar statements. For this purpose, any statements contained in this quarterly Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements involve estimates, assumptions, risks and uncertainties that could cause actual results to differ materially from current projections depending on a variety of important factors, including but not limited to those risk factors identified in the section headed "Risk Factors", beginning on page 10 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Securities and Exchange Commission (the "SEC") on March 18, 2014 (the "Annual Report"). The Company undertakes no obligation to update any forward-looking statement, whether written or not, which may be made from time to time by or on behalf of the Company.

IMPACT OF RECENT DEVELOPMENTS ON THE BANKING INDUSTRY

In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act was intended primarily to overhaul the financial regulatory framework following the global financial crisis and has impacted, and will continue to impact, all financial institutions including the Company and the Bank. The Dodd-Frank Act contains provisions that have, among other things, established a Bureau of Consumer Financial Protection (the "CFPB"), established a systemic risk regulator, consolidated certain federal bank regulators and imposed increased corporate governance and executive compensation requirements on financial institutions. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations and to prepare numerous studies and reports for the U.S. Congress. The federal agencies are given significant discretion in drafting and implementing regulations. Many regulations have been promulgated, and more additional regulations are expected to be issued in 2014 and thereafter. Consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for many months or years.

Many of the provisions of the Dodd-Frank Act are focused on financial institutions that are significantly larger than the Company and the Bank. As rules and regulations are promulgated by the federal agencies, the Bank will have to address each to ensure compliance with applicable provisions of the Act and compliance costs are expected to increase.

It is expected that the Dodd-Frank Act and the regulations it requires could increase the non-interest expense and compliance costs of the Bank and comparable financial institutions. Although neither the possible increase in the Bank’s interest expense and compliance costs, nor any one or more of the other aspects of Dodd-Frank Act discussed above, may have a material effect upon the Company’s future financial performance by themselves, the specific impact of the Dodd-Frank Act cannot be determined with specificity until after all required or otherwise proposed regulations are issued in final form. We believe that our operating income will be adversely affected, as will the operating expenses of other community financial institutions, in the future as a consequence of the implementation of the Dodd-Frank Act. Because of the current uncertainty about the schedule of implementation, the breadth of the regulations expected to be issued, and other similar factors, we cannot quantify the amount of any adverse impact.

The banking industry, including the Company, is operating in a challenging and volatile economic environment. The effects of the downturn in the housing market have adversely impacted credit markets, consumer confidence and the broader economy. Although the Bank remains profitable, it has not been immune to the impact of the recent recession or the increased focus of banking regulators upon capital and liquidity levels.

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EXECUTIVE SUMMARY

As discussed in more detail below, the following is an executive summary of the Company’s significant results for the three months ended March 31, 2014.

· Net income before preferred stock dividends was $277 thousand and $10 thousand for the three months ended March 31, 2014 and 2013, respectively. Net income available to common stockholders was $218 thousand or $0.11 per share for the quarter ended March 31, 2013 compared to a net loss of $49 thousand or $0.02 per share for the quarter ended March 31, 2013.

· Net interest income totaled $2.7 million and $2.5 million for the three months ended March 31, 2014 and 2013, respectively. The net interest margin on a tax equivalent (“TE”) basis for the three months ended March 31, 2014 was 3.75% compared to 3.61% for the three months ended March 31, 2013, an increase of 14 basis points (“bps”).

· The balance of the ALLL as a percentage of loans outstanding increased slightly in the first three months of 2014 to 1.86% as of March 31, 2014 compared to 1.84% as of December 31, 2013. Loans outstanding decreased $2.4 million from $189.4 at December 31, 2013 to $187.0 million at March 31, 2014. Net charge-offs were $7 thousand during the three months ended March 31, 2014 compared to net recoveries of $2 thousand during the three months ended March 31, 2013. There was no provision for loan losses the first quarters ended March 31, 2014 or 2013.

· Noninterest income increased by $37 thousand in the first quarter of 2014 compared to the same period in 2013, mainly due to realized death benefit on a Bank-Owned Life Insurance policy (“BOLI”).

· Noninterest expense decreased $160 thousand in the first quarter of 2014 compared to the same period in 2013 primarily driven by decreases in salaries and benefits, directors fees and professional fees.

· Preferred stock dividends and accretion in the quarters ended March 31, 2014 and 2013 were $59 thousand. The dividend yield for the three months ended March 31, 2014 and 2013 was 2.00%.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The following discussion and analysis of the Company’s financial condition and results of operations are based on the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires the Company to make estimates and judgments regarding uncertainties that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to the allowance for loan losses, investment values, income taxes, contingencies, and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. However, because future events and their effects cannot be determined with certainty, actual results may differ from these estimates under different assumptions or conditions, and the Company may be exposed to gains or losses that could be material.

The Company’s significant accounting policies are discussed below and in the Annual Report. Management believes that the following accounting policies are the most critical to aid in fully understanding and evaluating the Company’s reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. Management has reviewed these critical accounting policies and related disclosures with the Audit Committee of the Board of Directors.

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

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

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

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

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

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

FINANCIAL CONDITION

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

Assets. Total assets decreased from $301.5 million at December 31, 2013 to $299.9 million at March 31, 2014. Cash and cash equivalents decreased from $28.6 million at December 31, 2013 to $26.3 million at March 31, 2014. The decrease in cash was primarily caused by a decrease of $1.9 million in total deposits. Investment securities increased by $0.8 million, primarily due to net purchases of investments. Gross loans decreased $2.4 million primarily due to net loan run-off. OREO increased slightly from $3.0 million at December 31, 2013 to $3.2 million at March 31, 2014. Other assets increased $2.6 million during the three month period primarily due to the reclassification of $2.9 million from loans to other assets, which reflected the sale of a loan during March 2014 for which proceeds had not yet been received at March 31, 2014.

Liabilities. Total liabilities decreased from $265.4 million at December 31, 2013 to $263.4 million at March 31, 2014. The change was primarily driven by $8.5 million decrease in Bank’s time deposits greater than $100,000 – primarily Certificate of Deposit Account Registry Service (“CDARS”) deposits, which are subject to significant volatility due to seasonality, but significantly offset by growth in core deposits, such as interest-checking, savings and non-interest bearing deposits. Other borrowings decreased by $21 thousand due to principal payments on long-term leases.

Stockholders’ Equity. Total consolidated stockholders’ equity increased from $36.1 million at December 31, 2013 to $36.5 million at March 31, 2014. For the three months ended March 31, 2014, the net increase in retained earnings was comprised of $277 thousand of net income, offset by dividends on preferred stock of $59 thousand. The Company did not pay a common stock dividend in the first quarter of 2014. Accumulated other comprehensive loss represents the unrealized loss on available-for-sale securities and the unrealized loss related to the deferred pension liability, net of deferred taxes. Accumulated other comprehensive loss was in a net unrealized loss position of $1.2 million at March 31, 2014 compared to a net unrealized loss position of $1.4 million at December 31, 2013.

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RESULTS OF OPERATIONS

Three months ended March 31, 2014 compared with three months ended March 31, 2013

General. Net income before preferred stock dividends was $277 thousand and $10 thousand for the three months ended March 31, 2014 and 2013, respectively. Preferred stock dividends and accretion in the quarters ended March 31, 2014 and 2013 were $59 thousand. Dividend yield on the Company’s preferred stock for the three months ended March 31, 2014 and 2013 was 2.00%. Net income available to common stockholders for the three months ended March 31, 2014 was $218 thousand or $0.11 per share compared to a net loss available to common stockholders for the three months ended March 31, 2013 of $49 thousand or $0.02 per share, respectively.

Net Interest Income. Net interest income, the difference between total interest income from loans and investments, and total interest expenses from deposits and borrowings, is the Company’s principal source of earnings. The amount of net interest income is determined by the volume of interest-earning assets, the level of rates earned on those assets, and the volume and cost of underlying funding from deposits and borrowings. Net interest income increased $203 thousand, or 8.27%, from $2.5 million for the three months ended March 31, 2013 to $2.7 million for the three months ended March 31, 2014. Average earning assets for the three months ended March 31, 2014 were $284.0 million, up 4.11% compared to $272.8 million for the three months ended March 31, 2013. Net interest margin is the total of net interest income divided by average earning assets. On a fully TE basis, net interest margin was 3.75% and 3.61% for the three months ended March 31, 2014 and 2013, respectively. Net interest spread is the difference between rates earned on interest-earning assets and the interest paid on deposits and borrowed funds. The net interest spread increased 17 bps to 3.67% for the three months ended March 31, 2014 from 3.50% for the three months ended March 31, 2013. The yield on average interest-earning assets was 4.00% and 3.92% for the three months ended March 31, 2014 and 2013, an increase of 8 bps, while the interest rate on average interest-bearing liabilities for those periods was 0.33% and 0.42%, respectively, a decrease of 9 bps due to the ongoing low interest rate environment.

Interest income increased 6.22% for the three months ended March 31, 2014 to $2.8 million from $2.7 million for the three months ended March 31, 2013. The average balances of loans, which had overall yields of 5.28% and 5.63% for the three months ended March 31, 2014 and 2013, respectively, increased from $174.3 million for the three months ended March 31, 2014 to $188.6 million for the three months ended March 31, 2014. The average balance of investment securities increased $3.8 million from $61.3 million for the three months ended March 31, 2013 to $65.1 million for the three months ended March 31, 2014. The TE yield on investment securities increased from 1.27% for the three months ended March 31, 2013 to 2.04% for the three months ended March 31, 2014. The average balances of federal funds and other short-term investments decreased from $37.2 million for the three months ended March 31, 2013 to $30.3 million for the three months ended March 31, 2014. The average yield in this category was 0.22% and 0.24% during the first quarter of 2014 and 2013, respectively.

Interest expense decreased 17.54% for the three months ended March 31, 2014 to $174 thousand from $211 thousand for the three months ended March 31, 2013. Average total interest-bearing deposits, including savings, interest-bearing demand deposits and time deposits increased from $198.0 million for the three months ended March 31, 2013 to $211.6 million for the three months ended March 31, 2014. The average rate paid on interest-bearing deposits decreased 5 bps from 0.38% for the three months ended March 31, 2013 to 0.33% for the three months ended March 31, 2014.

The average rate on borrowings decreased from 3.02% for the three months ended March 31, 2013 to 0.48% for the three months ended March 31, 2014. The average borrowings outstanding decreased $2.1 million from $2.9 million during three months ended March 31, 2013 to $0.8 million during the three months ended March 31, 2014. The interest expense on borrowed funds decreased $21 thousand to $1 thousand during the first quarter of 2014 compared to $22 thousand during the same period in 2013.

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

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Average Balances, Interest Earned or Paid, and Interest Yields/Rates

For the Three Months Ended March 31, 2014 and 2013

(Dollars in thousands)	2014									2013
	Average Balance			Amount Earned/Paid			Average Rate			Average Balance			Amount Earned/Paid			Average Rate
Assets
Loans receivable (1):	$	188,616		$	2,489			5.28	%	$	174,307		$	2,454			5.63	%
Taxable securities		64,223			318			1.98			60,376			180			1.19
Nontaxable securities(2)		888			9			6.60			891			9			6.58
Federal funds sold and other interest on short-term investments		30,277			17			0.22			37,217			24			0.26
Total interest earning assets		284,004			2,833			4.00	%		272,791			2,667			3.92	%
Cash and due from banks		3,125									2,942
Other assets		21,002									20,899
Allowance for loan losses		(3,489	)								(3,523	)
Total assets	$	304,642								$	293,109
Liabilities and Equity
Savings deposits	$	51,910		$	16			0.12	%	$	52,204		$	22			0.17	%
Interest-bearing demand deposits		21,808			4			0.07			24,479			5			0.08
Time deposits		137,873			153			0.44			121,307			162			0.53
Total interest-bearing deposits		211,591			173			0.33			197,990			189			0.38
Borrowed funds		838			1			0.48			2,918			22			3.02
Total interest-bearing liabilities		212,429			174			0.33	%		200,908			211			0.42	%
Non-interest-bearing deposits		51,304									50,065
Other liabilities		4,570									6,010
Total liabilities		268,303									256,983
Stockholders' equity		36,339									36,126
Total liabilities and stockholders' equity	$	304,642								$	293,109
Net interest income				$	2,659								$	2,456
Non-taxable securities					9									9
Tax equivalent adjustment (3)					6									6
Tax equivalent net interest income				$	2,665								$	2,462
Net interest spread (4)								3.67	%								3.50	%
Net interest margin (5)					3.75	%								3.61	%

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

(2) The tax equivalent rate is computed using a blended federal and state tax rate of 38.55%

(3) The tax equivalent adjustment is computed using a  blended tax rate of 37.96% as of 2014 and 38.55% as of 2013.

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

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

Provision for loan losses. There was no provision for loan losses for the three months ended March 31, 2014 or 2013, due to a decrease in loans outstanding and a decrease in historical loss ratios used to calculate the ALLL on performing loans in 2014.

Noninterest Income. Noninterest income increased 8.81%, or $37 thousand, for the three months ended March 31, 2014 compared to the three months ended March 31, 2013. The increase was due to the realization of death benefit income of $55 thousand on a BOLI policy during 2014 compared to none during the comparable quarter of 2013. Service charge income increased by $12 thousand primarily due to increased fees earned from overdraft and non-sufficient-fee (“NSF”) income, which is customer activity based. Rental income decreased by $31 thousand for the three months ended March 31, 2014 when compared to the same period in 2013. The decrease in rental income was driven by lower occupancy and occupancy rates during the first quarter of 2014 as compared to the same period in 2013.

Noninterest Expense. Noninterest expense represents the costs of operating the Company and the Bank. Management regularly monitors all categories of noninterest expense with the goal of improving productivity and operating performance. Noninterest expense decreased 5.59% to $2.7 million for the three months ended March 31, 2014 from $2.9 million for the three months ended March 31, 2013.

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Salaries and employee benefits expenses for the three months ended March 31, 2014 and March 31, 2013 were $1.3 million and $1.5 million, respectively. Salaries decreased $102 thousand, while employee benefits decreased $61 thousand. The decrease in employee benefits was primarily due to decreased retirement benefit costs associated with the Company’s deferred compensation plans, while the decrease in salaries was primarily due to the retirements of individuals, whose positions have not yet been filled.

Occupancy expense decreased $10 thousand during the three months ended March 31, 2014 from the same period in 2013. Decreases in repairs and maintenance primarily accounted for the decrease.

Information technology costs decreased by 3.76%, or $8 thousand, to $205 thousand in 2014, mainly due to decreased core processing charges.

Directors and advisory board fees decreased by $28 thousand or 33.73% from $83 thousand in the first quarter of 2013 to $55 thousand in the corresponding 2014 period as a result of fewer committee and board meetings during the period.

Professional fees decreased by $50 thousand or 19.76% from 2013 to 2014 primarily as a result of lower audit and legal expenses.

Net OREO expenses increased $40 thousand from $17 thousand in the first quarter of 2013 to $57 thousand in the corresponding 2014 period. A write-down during 2014 in the amount of $21 thousand compared to none during 2013, and a $16 thousand increase in property taxes over the comparable quarter in 2013 accounted for the majority of the increase.

FDIC deposit insurance expense increased from $102 thousand for the three months ended March 31, 2013 to $149 thousand for the three months ended March 31, 2014. The increase represents larger average deposit balances during 2014 compared to 2013.

During the first quarter of 2014, the Company realized a $13 thousand gain at foreclosure compared to no gains during the comparable quarter of 2013.

Other expenses increased $24 thousand for the three months ended March 31, 2014 from the three months ended March 31, 2013. The increase in other expenses was primarily driven by an increase in off-balance sheet provisions for unfunded letters and lines of credit.

Provision for Income Taxes. The Company recorded an income tax expense of $137 thousand and $4 thousand for the three months ended March 31, 2014 and 2013, respectively. The overall effective rate increased from a tax expense of 28.57% in 2013 to a tax expense of 33.09% in 2014. The increase in the effective tax rate during 2014 was largely driven by permanent differences in non-taxable income in proportion to taxable income during the period.

ASSET QUALITY

ALLL. The provision for loan losses is the amount charged against earnings, to establish an adequate allowance for loan losses. Loan losses and recoveries are charged to or credited to this allowance, rather than reported as a direct expense or recovery. As of March 31, 2014 and December 31, 2013, the allowance for loan losses was $3.5 million, which represented approximately 1.86% and 1.84% of total loans outstanding on those respective dates.

Nonperforming assets, defined as non-accruing loans plus OREO and other repossessed assets, at March 31, 2014 were 3.42% of total assets compared to 3.43% at December 31, 2013.

Of the non-accruing loans totaling $6.4 million at March 31, 2014, 99.87% of the outstanding balance is secured by real estate, which management believes mitigates the risk of loss. TDRs in compliance with their modified terms totaled $21.8 million or 86.19% of total TDRs at March 31, 2014. GAAP does not provide specific guidance on when a loan may be returned to accrual status. Federal banking regulators have provided guidance that interest on impaired loans, including TDRs, should only be recorded when there has been a sustained period of repayment performance, the loan is well secured, and collection under any revised terms is assessed as probable. The Company follows this Federal banking regulators guidance.

Loans are generally placed on non-accrual status when the scheduled payments reach 90 days past due. Loans are charged-off, with Board approval, when the Chief Credit Officer and his staff determine that all reasonable means of collection of the outstanding balances, except through foreclosure, have been exhausted. The Company continues its collection efforts subsequent to charge-off, which results in some recoveries each year. See Note 6 to the consolidated financial statements for additional discussion of loans and ALLL.

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Past due loans increased from $10.6 million at December 31, 2013 to $14.8 million at March 31, 2014. The majority of the increase, approximately $3.1 million, was attributable to loans that had matured and were in the process of being renewed.

Liquidity and Capital Resources

Liquidity, Interest Rate Sensitivity and Market Risks

The objectives of the Company’s liquidity management policy include providing adequate funds to meet the needs of depositors and borrowers at all times, providing funds to meet the basic needs for on-going operations of the Company, and to meet regulatory requirements. The 28.28% liquidity ratio is the sum of cash, overnight funds, and un-pledged, marketable securities divided by the sum of deposits and short-term borrowings (less the full amount of pledged deposits). Management believes that core deposit activity, $5.2 million in available borrowing capacity from the FHLB of Atlanta at March 31, 2014, and Fed Funds accommodations of $10.0 million will be adequate to meet the short-term and long-term liquidity needs of the Company. The Company had $675 thousand outstanding from the FHLB as of March 31, 2014. The maximum outstanding balance from FHLB at any time during the first quarter of 2014 was $681 thousand. The Company periodically draws on its Fed Funds accommodations to test the lines availability.

The Company participates in the Certificate of Deposit Account Registry Service (“CDARS”) program, which enables depositors to receive FDIC insurance coverage for deposits otherwise exceeding the maximum insurable amount. Through the CDARS program, deposits in excess of the maximum insurable amount are placed with multiple participating financial institutions. All of the Bank’s CDARS brokered deposits are reciprocal, relationship-based deposits. There are several large depositors in the CDARS program and the largest continuing depositor has renewed annual $20 million in deposits for several years. During the third quarter of 2013, the depositor committed to increasing the relationship to $25 million. There is no guarantee, however, this trend will continue. In management’s opinion, the large depositors have stable and long-term relationships with the Bank.

Capital Resources

The Company and the Bank are subject to various regulatory capital requirements administered by their federal and state banking regulators. Failure to satisfy minimum capital requirements may result in certain mandatory and additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s Consolidated Financial Statements. The Bank is required to obtain the non-objection of its regulators before engaging in any transactions that would materially change the composition of the Bank’s balance sheet. Also, the Bank’s Memorandum of Understanding with its regulators requires the Bank to maintain a tier 1 leverage capital ratio of not less than 8.00%, and a total risk based capital ratio of not less than 10.00%.

The March 31, 2014 and December 31, 2013 regulatory capital levels of the Company and Bank compared to the regulatory standards were:

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	March 31, 2014
						For Capital
						Adequacy					To Be Well
(Dollars in thousands)	Actual					Purposes					Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital (to risk weighted assets)
Company	$	37,537		17.28	%	$	17,384		8.00	%	$	21,731		10.00	%
Bank		36,194		16.66			17,375		8.00			21,719		10.00
Tier 1 (to risk weighted assets)
Company	$	34,815		16.02	%	$	8,692		4.00	%	$	13,038		6.00	%
Bank		33,469		15.41			8,688		4.00			13,032		6.00
Tier 1 (to average total assets)
Company	$	34,815		11.52	%	$	12,084		4.00	%	$	15,105		5.00	%
Bank		33,469		11.10			12,065		4.00			15,082		5.00

	December 31, 2013
						For Capital
						Adequacy					To Be Well
(Dollars in thousands)	Actual					Purposes					Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital (to risk weighted assets)
Company	$	37,006		17.42	%	$	16,990		8.00	%	$	21,238		10.00	%
Bank		35,573		16.77			16,975		8.00			21,219		10.00
Tier 1 (to risk weighted assets)
Company	$	34,341		16.17	%	$	8,495		4.00	%	$	12,743		6.00	%
Bank		32,910		15.51			8,487		4.00			12,731		6.00
Tier 1 (to average total assets)
Company	$	34,341		11.87	%	$	11,576		4.00	%	$	14,471		5.00	%
Bank		32,910		10.69			12,316		4.00			15,395		5.00

Item 4 — Controls and Procedures

The Company’s management, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer (its principal executive officer and principal financial officer, respectively), has concluded, based on its evaluation as of the end of the period covered by this report, that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, (“the Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and formats.

There were no changes in internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1 - Legal Proceedings

From time to time, the Company becomes involved in legal proceedings occurring in the ordinary course of business. Management believes there currently are no pending or threatened proceedings that are reasonably likely to result in a material effect on the Company’s consolidated financial condition or results of operations.

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ITEM 6. EXHIBITS
The following exhibits are filed with or incorporated by reference into this report.
Exhibit No.	Description of Exhibit
Exhibit 3(i)(a)	Amended and Restated Articles of Incorporation of the Company, incorporated by reference to Exhibit 3(i) to the Form 10-QSB for the quarter ended September 30, 1999, filed with the SEC on November 12, 1999.
Exhibit 3(i)(b)	Articles of Amendment, adopted by the Shareholders of the Company on May 3, 2000, filed with the North Carolina Department of the Secretary of State on July 12, 2000, and incorporated by reference to Exhibit 3(v) to the Form 10KSB for the year ended December 31, 2005, filed with the SEC on March 31, 2006.
Exhibit 3(i)(c)	Articles of Amendment, adopted by the Shareholders of the Company on June 9, 2009, filed with the North Carolina Department of the Secretary of State on June 11, 2009, and incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC on June 26, 2009.
Exhibit 3(i)(d)	Articles of Amendment, adopted by the Board of Directors of the Company on June 10, 2009, filed with the North Carolina Department of the Secretary of State on June 25, 2009, and incorporated by reference to Exhibit 4.2 to the Form 8-K filed with the SEC on June 26, 2009.
Exhibit 3(i)(e)	Articles of Amendment, adopted by the Board of Directors of the Company on July 27, 2010, filed with the North Carolina Department of the Secretary of State on August 20, 2010, and incorporated by reference to Exhibit 4.1 to the Form 8-K Filed with the SEC on August 23, 2010.
Exhibit 3(ii)	Restated Bylaws of the Company, incorporated by reference to Exhibit 99.1 to the Form 8-K filed with the SEC on April 6, 2009.
Exhibit 4(i)	Specimen Stock Certificate, incorporated by reference to Exhibit 4 to the Form 10-KSB for the year ended December 31, 2000, filed with the SEC on April 2, 2001.
Exhibit 4(ii)	Form of Certificate for the Fixed Rate Cumulative Perpetual Preferred Stock, Series B, incorporated by reference to Exhibit 4.2 to the Form 8-K filed with the SEC on August 23, 2010.
Exhibit 10(i)*	Employment Agreement dated January 12, 2007 by and among Kim D. Saunders, the Company and the Bank, incorporated by reference to Exhibit 99.1 to the Form 8-K filed with the SEC on January 18, 2007.
Exhibit 10(ii)	Letter Agreement and certain side letters, all dated August 20, 2010, between the Company and the United States Department of the Treasury, with respect to the issuance and sale of the Fixed Rate Cumulative Perpetual Preferred Stock, Series B, incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on August 23, 2010.
Exhibit 10(iii) *	Employment Agreement Amendment, dated June 26, 2009, among the Company, the Bank and Kim D. Saunders, incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC on June 26, 2009.
Exhibit 31(i)	Certification of Kim D. Saunders.
Exhibit 31(ii)	Certification of Randall C. Hall.
Exhibit 32	Certification pursuant to 18 U.S.C. Section 1350.

43

Index

M&F BANCORP, INC.

Exhibit 101 Financial information submitted in XBRL format.

* Management contracts and compensatory arrangements.

44

Index

M&F BANCORP, INC.

SIGNATURES

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

	M&F Bancorp, Inc.
Date: May 14, 2014	By:	/s/ Kim D. Saunders
		Kim D. Saunders
		President, Chief Executive Officer
	By:	/s/ Randall C. Hall
		Randall C. Hall
		Chief Financial Officer

45

Index

M&F BANCORP, INC.

Index to Exhibits

Exhibit No.	Description of Exhibit
Exhibit 31(i)	Certification of Kim D. Saunders.
Exhibit 31(ii)	Certification of Randall C. Hall.
Exhibit 32	Certification pursuant to 18 U.S.C. Section 1350.
Exhibit 101	Financial information submitted in XBRL format.

46

EX-31.I

Exhibit 31 (i)

RULE 13a-14(a) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Kim D. Saunders, certify that:

1.          I have reviewed this quarterly report on Form 10-Q of M & F Bancorp, Inc.:

2.           Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to

state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2014	/s/ Kim D. Saunders
	Kim D. Saunders
	President and Chief Executive Officer
	M&F Bancorp, Inc.

47

EX-31.II

Exhibit 31 (ii)

RULE 13a-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Randall C. Hall, certify that:

1.          I have reviewed this quarterly report on Form 10-Q of M & F Bancorp, Inc.:

2.           Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to

state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2014	/s/ Randall C. Hall
	Randall C. Hall
	Chief Financial Officer
	M&F Bancorp, Inc.

48

EX-32

Exhibit 32

M & F BANCORP, INC.

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 the undersigned officers of M & F Bancorp, Inc. (the “Company”) certify that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2014 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 14, 2014	/s/ Kim D. Saunders
	Kim D. Saunders
	President, Chief Executive Officer
Dated: May 14, 2014	/s/ Randall C. Hall
	Randall C. Hall
	Chief Financial Officer

* This certification is made solely for purpose of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.

49

XML

OTHER REAL ESTATE OWNED (Details Narrative) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Real Estate [Abstract]
OREO	$ 3,205	$ 3,032

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 3) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Aging Schedule of Loans Receivable
30-59 Days Past Due	$ 6,792	$ 3,931
60-89 Days Past Due	1,761	311
90 Days or More Past Due	6,241	6,379
Total past due	14,794	10,621
Current	172,238	178,854
Loans, net of unearned income and deferred fees	187,032	189,475
Commercial [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due
60-89 Days Past Due		4
90 Days or More Past Due
Total past due		4
Current	12,118	12,340
Loans, net of unearned income and deferred fees	12,118	12,344
Commercial Real Estate Construction [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due
60-89 Days Past Due
90 Days or More Past Due
Total past due
Current	498	4,758
Loans, net of unearned income and deferred fees	498	4,758
Commercial Real Estate Owner Occupied [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due	2,387	77
60-89 Days Past Due
90 Days or More Past Due	2,770	2,675
Total past due	5,157	2,752
Current	17,960	19,434
Loans, net of unearned income and deferred fees	23,117	22,186
Commercial Real Estate Other [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due	33
60-89 Days Past Due	910
90 Days or More Past Due	532	642
Total past due	1,475	642
Current	26,953	31,503
Loans, net of unearned income and deferred fees	28,428	32,145
Faith Based Non-Profit Construction [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due
60-89 Days Past Due	67
90 Days or More Past Due
Total past due	67
Current	7,062
Loans, net of unearned income and deferred fees	7,129
Faith Based Non-Profit Owner Occupied [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due	679	2,859
60-89 Days Past Due	484	29
90 Days or More Past Due	380	333
Total past due	1,543	3,221
Current	80,830	75,540
Loans, net of unearned income and deferred fees	82,373	78,761
Faith Based Non-Profit Other [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due		1
60-89 Days Past Due
90 Days or More Past Due
Total past due		1
Current	1,923	6,701
Loans, net of unearned income and deferred fees	1,923	6,702
Residential Real Estate First Mortgage [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due	3,635	747
60-89 Days Past Due	282	275
90 Days or More Past Due	2,349	2,602
Total past due	6,266	3,624
Current	15,323	18,726
Loans, net of unearned income and deferred fees	21,589	22,350
Residential Real Estate Multifamily [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due
60-89 Days Past Due
90 Days or More Past Due
Total past due
Current	3,185	3,271
Loans, net of unearned income and deferred fees	3,185	3,271
Residential Real Estate Home Equity [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due	58	241
60-89 Days Past Due	4
90 Days or More Past Due	202	118
Total past due	264	359
Current	2,619	2,692
Loans, net of unearned income and deferred fees	2,883	3,051
Residential Real Estate Construction [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due
60-89 Days Past Due
90 Days or More Past Due
Total past due
Current	398	241
Loans, net of unearned income and deferred fees	398	241
Consumer [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due		6
60-89 Days Past Due	14	3
90 Days or More Past Due	8	9
Total past due	22	18
Current	1,319	1,322
Loans, net of unearned income and deferred fees	1,341	1,340
Other [Member]
Aging Schedule of Loans Receivable
30-59 Days Past Due
60-89 Days Past Due
90 Days or More Past Due
Total past due
Current	2,050	2,326
Loans, net of unearned income and deferred fees	$ 2,050	$ 2,326

XML

INVESTMENT SECURITIES (Details 1) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Fair Value
Total debt securities	$ 66,756	$ 65,919
US government agencies [Member]
Fair Value
Due within one year		4,934
Due after one year through five years	6,493	1,832
Due after five years through ten years	1,884
Total debt securities	8,377	6,766
Amortized Cost
Due within one year		5,000
Due after one year through five years	6,496	2,000
Due after five years through ten years	2,000
Total debt securities	8,496	7,000
Government sponsored MBS - Residential [Member]
Fair Value
Due within one year	10,592	12,090
Due after one year through five years	23,753	25,152
Due after five years through ten years	13,545	12,450
Due after ten years	9,024	8,006
Total debt securities	56,914	57,698
Amortized Cost
Due within one year	10,637	12,156
Due after one year through five years	23,850	25,314
Due after five years through ten years	13,596	12,560
Due after ten years	9,037	8,056
Total debt securities	57,120	58,086
Municipal securities - North Carolina [Member]
Fair Value
Due within one year	468	472
Due after one year through five years	437	437
Due after five years through ten years	560	546
Total debt securities	1,465	1,455
Amortized Cost
Due within one year	465	465
Due after one year through five years	422	423
Due after five years through ten years	595	597
Total debt securities	$ 1,482	$ 1,485

XML

FAIR VALUE MEASUREMENT (Details) (Fair Value Measured on a Recurring Basis [Member], USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Fair value of assets	$ 66,780	$ 65,944
Mortgage Servicing Rights [Member]
Fair value of assets	24	25
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair value of assets
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Mortgage Servicing Rights [Member]
Fair value of assets
Significant Other Observable Inputs (Level 2) [Member]
Fair value of assets	66,756	65,919
Significant Other Observable Inputs (Level 2) [Member] | Mortgage Servicing Rights [Member]
Fair value of assets
Significant Unobservable Inputs (Level 3) [Member]
Fair value of assets	24	25
Significant Unobservable Inputs (Level 3) [Member] | Mortgage Servicing Rights [Member]
Fair value of assets	24	25	36
US Government Agencies [Member]
Fair value of assets	8,377	6,766
US Government Agencies [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair value of assets
US Government Agencies [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair value of assets	8,377	6,766
US Government Agencies [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair value of assets
Government Mortgage-backed Securities [Member]
Fair value of assets	56,914	57,698
Government Mortgage-backed Securities [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair value of assets
Government Mortgage-backed Securities [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair value of assets	56,914	57,698
Government Mortgage-backed Securities [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair value of assets
Non-Government Mortgage-backed Securities [Member]
Fair value of assets	1,465	1,455
Non-Government Mortgage-backed Securities [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Fair value of assets
Non-Government Mortgage-backed Securities [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair value of assets	1,465	1,455
Non-Government Mortgage-backed Securities [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair value of assets

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 7) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014 N	Dec. 31, 2013 N
Accrual status
Number of loans, TDRs	33	33
TDRs arising during period Recorded Investment	$ 23,431	$ 23,482
Non-accrual Status
Number of loans, TDRs	4	5
TDRs arising during period Recorded Investment	2,826	2,871
Total
Number of loans, TDRs	37	38
TDRs arising during period Post-Modification Recorded Investment	26,257	26,353
Commercial Real Estate Construction [Member]
Accrual status
Number of loans, TDRs	2	2
TDRs arising during period Recorded Investment	359	362
Non-accrual Status
Number of loans, TDRs
TDRs arising during period Recorded Investment
Total
Number of loans, TDRs	2	2
TDRs arising during period Post-Modification Recorded Investment	359	362
Commercial Real Estate Owner Occupied [Member]
Accrual status
Number of loans, TDRs	4	4
TDRs arising during period Recorded Investment	504	506
Non-accrual Status
Number of loans, TDRs	1	1
TDRs arising during period Recorded Investment	2,576	2,598
Total
Number of loans, TDRs	5	5
TDRs arising during period Post-Modification Recorded Investment	3,080	3,104
Commercial Real Estate Other [Member]
Accrual status
Number of loans, TDRs	5	5
TDRs arising during period Recorded Investment	4,994	4,953
Non-accrual Status
Number of loans, TDRs
TDRs arising during period Recorded Investment
Total
Number of loans, TDRs	5	5
TDRs arising during period Post-Modification Recorded Investment	4,994	4,953
Faith Based Non-Profit Owner Occupied [Member]
Accrual status
Number of loans, TDRs	21	21
TDRs arising during period Recorded Investment	17,545	17,632
Non-accrual Status
Number of loans, TDRs	1	1
TDRs arising during period Recorded Investment	28	29
Total
Number of loans, TDRs	22	22
TDRs arising during period Post-Modification Recorded Investment	17,573	17,661
Residential Real Estate First Mortgage [Member]
Accrual status
Number of loans, TDRs	1	1
TDRs arising during period Recorded Investment	29	29
Non-accrual Status
Number of loans, TDRs	2	3
TDRs arising during period Recorded Investment	222	244
Total
Number of loans, TDRs	3	4
TDRs arising during period Post-Modification Recorded Investment	$ 251	$ 273

XML

INVESTMENT SECURITIES

3 Months Ended

Mar. 31, 2014

Investments, Debt and Equity Securities [Abstract]

INVESTMENT SECURITIES

2. INVESTMENT SECURITIES

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

Our available for sale securities totaled $66.8 million and $65.9 million as of March 31, 2014 and December 31, 2013, respectively. Securities with a fair value of $1.0 million were pledged to the Federal Reserve Bank of Richmond (“Federal Reserve Bank”) and an additional $3.8 million and $20.1 million in investments were pledged to public housing authorities in North Carolina and the North Carolina Department of State Treasurer as collateral for public deposits at March 31, 2014. Securities with a fair value of $1.0 million were pledged to the Federal Reserve Bank and an additional $3.5 million and $15.4 million in investments were pledged to public housing authorities in North Carolina and the North Carolina Department of State Treasurer as collateral for public deposits at December 31, 2013. Our investment portfolio consists of the following securities:

· U.S. government agency securities ,

· U.S. government sponsored residential mortgage backed securities (“MBS”), and

· Municipal securities (“Municipals”)

The amortized cost, gross unrealized gains and losses and fair values of investment securities at March 31, 2014 and December 31, 2013 were:

(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
(Unaudited)
March 31, 2014
US government agencies	$	8,496	$	3	$	(122	)	$	8,377
Government sponsored MBS
Residential		57,120		163		(369	)		56,914
Municipals
North Carolina		1,482		17		(34	)		1,465
Total	$	67,098	$	183	$	(525	)	$	66,756
December 31, 2013
US government agencies	$	7,000		—	$	(234	)	$	6,766
Government sponsored MBS
Residential		58,086		118		(506	)		57,698
Municipals
North Carolina		1,485		21		(51	)		1,455
Total	$	66,571	$	139	$	(791	)	$	65,919

There were no gross realized gains or losses on sales or calls of securities during the three-month periods ended March 31, 2014 or 2013.

The amortized cost and estimated market values of securities as of March 31, 2014 and December 31, 2013 by contractual maturities are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. MBS, which are not due at a single maturity date, are grouped based upon the final payment date. MBS may mature prior to the applicable final payment date because of principal prepayments.

(Dollars in thousands)	As of March 31, 2014
(Unaudited)	Fair Value		Amortized Cost
US government agencies
Due after one year through five years	$	6,493	$	6,496
Due after five years through ten years		1,884		2,000
Total US government agencies	$	8,377	$	8,496
Government sponsored MBS
Residential
Due within one year	$	10,592	$	10,637
Due after one year through five years		23,753		23,850
Due after five years through ten years		13,545		13,596
Due after ten years		9,024		9,037
Total government sponsored MBS	$	56,914	$	57,120
Municipals
North Carolina
Due within one year	$	468	$	465
Due after one year through five years		437		422
Due after five years through ten years		560		595
Total North Carolina municipal bonds	$	1,465	$	1,482

(Dollars in thousands)	As of December 31, 2013
	Fair Value		Amortized Cost
US government agencies
Due within one year	$	4,934	$	5,000
Due after one year through five years		1,832		2,000
Total US government agencies	$	6,766	$	7,000
Government sponsored MBS
Residential
Due within one year	$	12,090	$	12,156
Due after one year through five years		25,152		25,314
Due after five years through ten years		12,450		12,560
Due after ten years		8,006		8,056
Total government sponsored MBS	$	57,698	$	58,086
Municipals
North Carolina
Due within one year	$	472	$	465
Due after one year through five years		437		423
Due after five years through ten years		546		597
Total North Carolina municipal bonds	$	1,455	$	1,485

All securities owned as of March 31, 2014 and December 31, 2013 are investment grade. The unrealized losses were attributable to changes in market interest rates. The Company evaluates securities for other than temporary impairment on a quarterly basis. Consideration is given to the financial condition and near-term prospects of the issuer, the length of time and extent to which the fair value has been less than cost, and our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Based on these evaluations, the Company did not deem any securities to be impaired during 2013 or the first three months of 2014.

As of March 31, 2014 and December 31, 2013, the Company held 56 and 68investment positions, respectively, with unrealized losses of $525 thousand and $791 thousand, respectively. These investments were in U.S. government agencies, Government sponsored MBS and Municipals. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. Management had determined that all declines in market values of available-for-sale securities are not other-than-temporary, and the Company will not likely be required to sell these securities.

As of March 31, 2014 and December 31, 2013, the fair value of securities with gross unrealized losses by length of time that the individual securities have been in an unrealized loss position is as follows:

(Dollars in thousands)	Less Than 12 Months					12 Months or Greater					Total
(Unaudited)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
March 31, 2014
US government agencies	$	3,439	$	(57	)	$	935	$	(65	)	$	4,374	$	(122	)
Government sponsored MBS
Residential		29,945		(248	)		4,489		(121	)		34,434		(369	)
Municipals
North Carolina		560		(34	)		—		—			560		(34	)
Total	$	33,944	$	(339	)	$	5,424	$	(186	)	$	39,368	$	(525	)

(Dollars in thousands)	Less Than 12 Months					12 Months or Greater				Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2013
US government agencies	$	6,766	$	(234	)		—	$	—	$	6,766	$	(234	)
Government sponsored MBS
Residential		46,373		(506	)		20		—		46,393		(506	)
Municipals
North Carolina		546		(51	)		—		—		546		(51	)
Total	$	53,685	$	(791	)	$	20	$	—	$	53,705	$	(791	)

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FAIR VALUE MEASUREMENT (Details 1) (Fair Value Measured on a Recurring Basis [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Balance ending	$ 66,780	$ 65,944
Significant Unobservable Inputs (Level 3) [Member]
Balance ending	24	25
Mortgage Servicing Rights [Member]
Balance ending	24	25
Mortgage Servicing Rights [Member] | Significant Unobservable Inputs (Level 3) [Member]
Balance beginning	25	36
Amortization	1	11
Balance ending	$ 24	$ 25

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Unrealized Gains and Losses on Available-for-Sale Securities
Balance, beginning	$ (405)	$ 426
Other comprehensive loss before reclassifications	193	(68)
Amounts reclassified from accumulated other comprehensive income
Net current-period other comprehensive loss	193	(68)
Balance, ending	(212)	358
Defined Benefit Pension Items
Balance, beginning	(1,020)	(1,834)
Other comprehensive loss before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Net current period other comprehensive loss
Balance, ending	(1,020)	(1,834)
Total
Accumulated other comprehensive loss	(1,425)	(1,408)
Other comprehensive loss before reclassifications	193	(68)
Amounts reclassified from accumulated other comprehensive loss
Net current period other comprehensive loss	193	(68)
Accumulated other comprehensive loss	$ (1,232)	$ (1,476)

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FHLB STOCK (Details Narrative) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Fhlb Stock Details Narrative
Required investment in FHLB stock as a percent of total assets	0.09%	0.12%
Base amount, as a component of the maximum amount of FHLB stock that may be purchased	$ 15,000	$ 20,000
Percent of outstanding FHLB advances, as a component of the maximum amount of FHLB stock that may be purchased	4.50%
Carrying value of FHLB stock	$ 300	$ 400

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FAIR VALUE MEASUREMENT (Details 2) (USD $)
In Thousands, unless otherwise specified

3 Months Ended

12 Months Ended

Mar. 31, 2014

Dec. 31, 2013

Non-Recurring Fair Value Measurements

OREO

$ 3,205

$ 3,032

Other Real Estate Owned- Fair Value [Member]

Non-Recurring Fair Value Measurements

Valuation technique

discounted appraisals

discounted appraisals

Significant Unobservable Inputs

collateral discounts

collateral discounts

General range of significant input values, minimum

6.00%

6.00%

General range of significant input values, maximum

20.00%

20.00%

Repossessed Collateral [Member]

Non-Recurring Fair Value Measurements

Valuation technique

discounted appraisals

discounted appraisals

Significant Unobservable Inputs

collateral discounts

collateral discounts

General range of significant input values, minimum

20.00%

20.00%

General range of significant input values, maximum

50.00%

50.00%

Impaired Loans [Member]

Non-Recurring Fair Value Measurements

Valuation technique

discounted appraisals

discounted appraisals

Significant Unobservable Inputs

collateral discounts

collateral discounts

General range of significant input values, minimum

6.00%

6.00%

General range of significant input values, maximum

20.00%

20.00%

Nonrecurring [Member]

Non-Recurring Fair Value Measurements

OREO

3,205

3,032

Repossessed Collateral

593

590

Impaired Loans - Commercial Real Estate

9,060

9,050

Impaired Loans - Faith-based non-profit

15,861

16,772

Impaired Loans - Residential real estate

3,213

3,875

Impaired Loans - Consumer

8

11

Total Fair Value, non-recurring

31,940

33,330

Nonrecurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]

Non-Recurring Fair Value Measurements

OREO

Repossessed Collateral

Impaired Loans - Commercial Real Estate

Impaired Loans - Faith-based non-profit

Impaired Loans - Residential real estate

Impaired Loans - Consumer

Total Fair Value, non-recurring

Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) [Member]

Non-Recurring Fair Value Measurements

OREO

Repossessed Collateral

Impaired Loans - Commercial Real Estate

Impaired Loans - Faith-based non-profit

Impaired Loans - Residential real estate

Impaired Loans - Consumer

Total Fair Value, non-recurring

Nonrecurring [Member] | Significant Unobservable Inputs (Level 3) [Member]

Non-Recurring Fair Value Measurements

OREO

3,205

3,032

Repossessed Collateral

593

590

Impaired Loans - Commercial Real Estate

9,060

9,050

Impaired Loans - Faith-based non-profit

15,861

16,772

Impaired Loans - Residential real estate

3,213

3,875

Impaired Loans - Consumer

8

11

Total Fair Value, non-recurring

31,940

33,330

Mortgage Servicing Rights

$ 28,142

$ 29,708

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Beginning balance	$ 3,493	$ 3,499
Charge-offs	(14)	(7)
Recoveries	7	9
Provision for loan losses
Ending balance	3,486	3,501
Commercial [Member]
Beginning balance	184	90
Charge-offs
Recoveries
Provision for loan losses	(6)	(14)
Ending balance	178	76
Commercial Real Estate [Member]
Beginning balance	808	881
Charge-offs
Recoveries
Provision for loan losses	(109)	311
Ending balance	699	1,192
Faith Based Non-Profit [Member]
Beginning balance	1,883	1,246
Charge-offs
Recoveries
Provision for loan losses	(87)	32
Ending balance	1,796	1,278
Residential Real Estate [Member]
Beginning balance	493	937
Charge-offs	(7)
Recoveries	4	4
Provision for loan losses	122	(90)
Ending balance	612	851
Consumer [Member]
Beginning balance	19	30
Charge-offs	(1)	(7)
Recoveries		5
Provision for loan losses	1	(1)
Ending balance	19	27
Other [Member]
Beginning balance	106	54
Charge-offs	(6)
Recoveries	3
Provision for loan losses	(66)	(6)
Ending balance	37	48
Unallocated [Member]
Beginning balance		261
Charge-offs
Recoveries
Provision for loan losses	145	(232)
Ending balance	$ 145	$ 29

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 1) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Ending balances: Allowance for loan losses
Individually evaluated for impairment	$ 965	$ 1,006
Collectively evaluated for impairment	2,521	2,487
Allowances for loan losses	3,486	3,493	3,501	3,499
Ending balances: Loans
Individually evaluated for impairment	29,056	30,648
Collectively evaluated for impairment	157,976	158,827
Loans, net of unearned income and deferred fees	187,032	189,475
Commercial [Member]
Ending balances: Allowance for loan losses
Individually evaluated for impairment
Collectively evaluated for impairment	178	184
Allowances for loan losses	178	184	76	90
Ending balances: Loans
Individually evaluated for impairment
Collectively evaluated for impairment	12,118	12,344
Loans, net of unearned income and deferred fees	12,118	12,344
Commercial Real Estate [Member]
Ending balances: Allowance for loan losses
Individually evaluated for impairment	5
Collectively evaluated for impairment	694	808
Allowances for loan losses	699	808	1,192	881
Ending balances: Loans
Individually evaluated for impairment	9,044	9,029
Collectively evaluated for impairment	42,999	50,060
Loans, net of unearned income and deferred fees	52,043	59,089
Faith Based Non-Profit [Member]
Ending balances: Allowance for loan losses
Individually evaluated for impairment	746	931
Collectively evaluated for impairment	1,050	952
Allowances for loan losses	1,796	1,883	1,278	1,246
Ending balances: Loans
Individually evaluated for impairment	16,577	17,661
Collectively evaluated for impairment	74,848	67,802
Loans, net of unearned income and deferred fees	91,425	85,463
Residential Real Estate [Member]
Ending balances: Allowance for loan losses
Individually evaluated for impairment	214	75
Collectively evaluated for impairment	398	418
Allowances for loan losses	612	493	851	937
Ending balances: Loans
Individually evaluated for impairment	3,427	3,947
Collectively evaluated for impairment	24,628	24,966
Loans, net of unearned income and deferred fees	28,055	28,913
Consumer [Member]
Ending balances: Allowance for loan losses
Individually evaluated for impairment
Collectively evaluated for impairment	19	19
Allowances for loan losses	19	19	27	30
Ending balances: Loans
Individually evaluated for impairment	8	11
Collectively evaluated for impairment	1,333	1,329
Loans, net of unearned income and deferred fees	1,341	1,340
Other [Member]
Ending balances: Allowance for loan losses
Individually evaluated for impairment
Collectively evaluated for impairment	37	106
Allowances for loan losses	37	106	48	54
Ending balances: Loans
Individually evaluated for impairment
Collectively evaluated for impairment	2,050	2,326
Loans, net of unearned income and deferred fees	2,050	2,326
Unallocated [Member]
Ending balances: Allowance for loan losses
Individually evaluated for impairment
Collectively evaluated for impairment	145
Allowances for loan losses	145		29	261
Ending balances: Loans
Individually evaluated for impairment
Collectively evaluated for impairment
Loans, net of unearned income and deferred fees

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

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

Basis of Presentation

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

The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and in accordance with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. The accompanying Consolidated Financial Statements and Notes are unaudited except for the balance sheet and footnote information as of December 31, 2013, which were derived from the Company’s audited consolidated Annual Report on Form 10-K as of and for the year ended December 31, 2013.

The Consolidated Financial Statements included herein do not include all the information and notes required by GAAP and should be read in conjunction with the Consolidated Financial Statements and the related notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2013.

In the opinion of management, the interim financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position, results of operations and cash flows in the Consolidated Financial Statements. The unaudited operating results for the periods presented may not be indicative of annual results.

Segment Reporting

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

Use of Estimates

The financial statements are prepared in accordance with GAAP, which require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

New Accounting Pronouncements –

In January 2014, the Financial Accounting Standards Board (“FASB”) amended the “Receivables—Troubled Debt Restructurings by Creditors” subtopic of the Codification to address the reclassification of consumer mortgage loans collateralized by residential real estate upon foreclosure. The amendments clarify the criteria for determining that an in substance repossession or foreclosure has occurred, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. The amendments also outline interim and annual disclosure requirements. The amendments will be effective for the Company for interim and annual reporting periods beginning after December 15, 2014. Companies are allowed to use either a modified retrospective transition method or a prospective transition method when adopting this update. Early adoption is permitted. 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.

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 2) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Loans, net of unearned income and deferred fees	$ 187,032	$ 189,475
Allowances for loan losses	(3,486)	(3,493)	(3,501)	(3,499)
Loans, net	183,546	185,982
Commercial [Member]
Loans, net of unearned income and deferred fees	12,118	12,344
Allowances for loan losses	(178)	(184)	(76)	(90)
Commercial Real Estate Construction [Member]
Loans, net of unearned income and deferred fees	498	4,758
Commercial Real Estate Owner Occupied [Member]
Loans, net of unearned income and deferred fees	23,117	22,186
Commercial Real Estate Other [Member]
Loans, net of unearned income and deferred fees	28,428	32,145
Faith Based Non-Profit Construction [Member]
Loans, net of unearned income and deferred fees	7,129
Faith Based Non-Profit Owner Occupied [Member]
Loans, net of unearned income and deferred fees	82,373	78,761
Faith Based Non-Profit Other [Member]
Loans, net of unearned income and deferred fees	1,923	6,702
Residential Real Estate First Mortgage [Member]
Loans, net of unearned income and deferred fees	21,589	22,350
Residential Real Estate Multifamily [Member]
Loans, net of unearned income and deferred fees	3,185	3,271
Residential Real Estate Home Equity [Member]
Loans, net of unearned income and deferred fees	2,883	3,051
Residential Real Estate Construction [Member]
Loans, net of unearned income and deferred fees	398	241
Consumer [Member]
Loans, net of unearned income and deferred fees	1,341	1,340
Allowances for loan losses	(19)	(19)	(27)	(30)
Other [Member]
Loans, net of unearned income and deferred fees	2,050	2,326
Allowances for loan losses	$ (37)	$ (106)	$ (48)	$ (54)

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BORROWINGS (Details Narrative) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
FHLB advances, maturing fully in 2020	$ 700	$ 700
Federal Home Loan Bank interest rate	0.50%	0.50%
Capital lease	200	200
Capital lease, interest rate	1.60%	1.60%
Federal funds lines of credit	10,000	10,000
Federal funds unused funds	$ 5,200	$ 5,300

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CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Cash and cash equivalents
Cash and due from banks	$ 3,100	$ 3,390
Interest-bearing deposits	20,217	22,193
Federal funds sold	3,000	3,000
Total cash and cash equivalents	26,317	28,583
Investment securities available for sale, at fair value	66,756	65,919
Other invested assets	308	389
Loans, net of unearned income and deferred fees	187,032	189,475
Allowances for loan losses	(3,486)	(3,493)
Loans, net	183,546	185,982
Interest receivable	796	912
Bank premises and equipment, net	4,314	4,373
Cash surrender value of bank-owned life insurance	6,242	6,191
Other real estate owned	3,205	3,032
Deferred tax assets and taxes receivable, net	3,910	4,153
Other assets	4,536	1,955
TOTAL ASSETS	299,930	301,489
Deposits
Interest-bearing deposits	208,201	211,870
Noninterest-bearing deposits	49,876	48,057
Total deposits	258,077	259,927
Other borrowings	826	847
Other liabilities	4,479	4,578
Total liabilities	263,382	265,352
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
Series B Preferred Stock - $1,000 liquidation value per share, 11,735 shares issued and outstanding	11,727	11,727
Common stock, no par value 10,000,000 shares authorized; 2,031,337 shares issued and outstanding	8,732	8,732
Retained earnings	17,321	17,103
Accumulated other comprehensive loss	(1,232)	(1,425)
Total stockholders' equity	36,548	36,137
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 299,930	$ 301,489

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FAIR VALUE MEASUREMENT (Details 3) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Assets:
Cash and cash equivalents	$ 26,317	$ 28,583	$ 12,320	$ 42,586
Investment securities available for sale	66,756	65,919
Loans, net of allowances for loan losses	183,546	185,982
Accrued interest receivable	796	912
Liabilities:
Other borrowings	826	847
Carrying Amount [Member]
Assets:
Cash and cash equivalents	26,317	28,583
Investment securities available for sale	66,756	65,919
Loans, net of allowances for loan losses	183,546	185,982
Accrued interest receivable	796	912
Liabilities:
Non-maturity deposits	123,540	116,115
Maturity deposits	134,537	143,812
Other borrowings	826	847
Accrued interest payable	78	75
Fair Value [Member]
Assets:
Cash and cash equivalents	26,317	28,583
Investment securities available for sale	66,756	65,919
Loans, net of allowances for loan losses	187,340	189,387
Accrued interest receivable	796	912
Liabilities:
Non-maturity deposits	123,540	116,115
Maturity deposits	134,055	143,314
Other borrowings	774	791
Accrued interest payable	78	75
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Assets:
Cash and cash equivalents	26,317	28,583
Investment securities available for sale
Accrued interest receivable	796	912
Liabilities:
Non-maturity deposits	123,540	116,115
Maturity deposits
Other borrowings
Accrued interest payable	78	75
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Cash and cash equivalents
Investment securities available for sale	66,756	65,919
Accrued interest receivable
Liabilities:
Non-maturity deposits
Maturity deposits	134,055	143,314
Other borrowings
Accrued interest payable
Significant Unobservable Inputs (Level 3) [Member]
Assets:
Cash and cash equivalents
Investment securities available for sale
Loans, net of allowances for loan losses	187,340	189,387
Liabilities:
Non-maturity deposits
Maturity deposits
Other borrowings	774	791
Accrued interest payable

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	Common Stock [Member]	Preferred Stock [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Total
Balance, Beginning at Dec. 31, 2012	$ 8,732	$ 11,725	$ 17,230	$ (1,408)	$ 36,279
Balance, Beginning, shares at Dec. 31, 2012	2,031,337
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income			10		10
Other comprehensive income (loss), net of tax				(68)	(68)
Dividends declared on preferred stock			(59)		(59)
Balance, Ending at Mar. 31, 2013	8,732	11,725	17,181	(1,476)	36,162
Balance, Ending, shares at Mar. 31, 2013	2,031,337
Balance, Beginning at Dec. 31, 2013	8,732	11,727	17,103	(1,425)	36,137
Balance, Beginning, shares at Dec. 31, 2013	2,031,337				2,031,337
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income			277		277
Other comprehensive income (loss), net of tax				193	193
Dividends declared on preferred stock			(59)		(59)
Balance, Ending at Mar. 31, 2014	$ 8,732	$ 11,727	$ 17,321	$ (1,232)	$ 36,548
Balance, Ending, shares at Mar. 31, 2014	2,031,337				2,031,337

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 5) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014 N	Dec. 31, 2013 N
Non-accrual Loans	$ 6,449	$ 6,720
Number of non-accrual loans	54	59
Loans past due over 90 days still accruing	864	695
Number of loans past due over 90 days still accruing	9	7
Commercial [Member]
Non-accrual Loans
Number of non-accrual loans
Loans past due over 90 days still accruing
Number of loans past due over 90 days still accruing
Commercial Real Estate Construction [Member]
Non-accrual Loans
Number of non-accrual loans
Loans past due over 90 days still accruing
Number of loans past due over 90 days still accruing
Commercial Real Estate Owner Occupied [Member]
Non-accrual Loans	2,655	2,676
Number of non-accrual loans	3	3
Loans past due over 90 days still accruing	151
Number of loans past due over 90 days still accruing	1
Commercial Real Estate Other [Member]
Non-accrual Loans	532	532
Number of non-accrual loans	3	3
Loans past due over 90 days still accruing		110
Number of loans past due over 90 days still accruing		1
Faith Based Non-Profit Construction [Member]
Non-accrual Loans
Number of non-accrual loans
Loans past due over 90 days still accruing
Number of loans past due over 90 days still accruing
Faith Based Non-Profit Owner Occupied [Member]
Non-accrual Loans	28	29
Number of non-accrual loans	1	1
Loans past due over 90 days still accruing	353	332
Number of loans past due over 90 days still accruing	2	1
Faith Based Non-Profit Other [Member]
Non-accrual Loans
Number of non-accrual loans
Loans past due over 90 days still accruing
Number of loans past due over 90 days still accruing
Residential Real Estate First Mortgage [Member]
Non-accrual Loans	3,124	3,348
Number of non-accrual loans	40	43
Loans past due over 90 days still accruing	251	253
Number of loans past due over 90 days still accruing	4	5
Residential Real Estate Multifamily [Member]
Non-accrual Loans
Number of non-accrual loans
Loans past due over 90 days still accruing
Number of loans past due over 90 days still accruing
Residential Real Estate Home Equity [Member]
Non-accrual Loans	102	124
Number of non-accrual loans	6	7
Loans past due over 90 days still accruing	109
Number of loans past due over 90 days still accruing	2
Residential Real Estate Construction [Member]
Non-accrual Loans
Number of non-accrual loans
Loans past due over 90 days still accruing
Number of loans past due over 90 days still accruing
Consumer [Member]
Non-accrual Loans	8	11
Number of non-accrual loans	1	2
Loans past due over 90 days still accruing
Number of loans past due over 90 days still accruing
Other [Member]
Non-accrual Loans
Number of non-accrual loans
Loans past due over 90 days still accruing
Number of loans past due over 90 days still accruing

XML

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of commitments

Commitments outstanding at March 31, 2014 are summarized in the following table:

	Commercial letters of credit		Other loan commitments		Total commitments
Less than one year	$	122	$	6,250	$	6,372
One to three years		297		5,320		5,617
Three to five years		—		16,981		16,981
More than five years		93		2,379		2,472
Total	$	512	$	30,930	$	31,442

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 6) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Loans, net of unearned income and deferred fees	$ 187,032	$ 189,475
Pass [Member]
Loans, net of unearned income and deferred fees	161,886	162,854
Special Mention [Member]
Loans, net of unearned income and deferred fees	8,977	11,268
Substandard [Member]
Loans, net of unearned income and deferred fees	16,169	15,353
Doubtful [Member]
Loans, net of unearned income and deferred fees
Commercial [Member]
Loans, net of unearned income and deferred fees	12,118	12,344
Commercial [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	12,117	12,342
Commercial [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees
Commercial [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees	1	2
Commercial [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees
Commercial Real Estate Construction [Member]
Loans, net of unearned income and deferred fees	498	4,758
Commercial Real Estate Construction [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	139	4,396
Commercial Real Estate Construction [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees
Commercial Real Estate Construction [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees	359	362
Commercial Real Estate Construction [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees
Commercial Real Estate Owner Occupied [Member]
Loans, net of unearned income and deferred fees	23,117	22,186
Commercial Real Estate Owner Occupied [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	17,741	17,586
Commercial Real Estate Owner Occupied [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees	1,430	625
Commercial Real Estate Owner Occupied [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees	3,946	3,975
Commercial Real Estate Owner Occupied [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees
Commercial Real Estate Other [Member]
Loans, net of unearned income and deferred fees	28,428	32,145
Commercial Real Estate Other [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	24,710	27,584
Commercial Real Estate Other [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees	2,699	2,703
Commercial Real Estate Other [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees	1,019	1,858
Commercial Real Estate Other [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees
Faith Based Non-Profit Construction [Member]
Loans, net of unearned income and deferred fees	7,129
Faith Based Non-Profit Construction [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	7,129
Faith Based Non-Profit Construction [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees
Faith Based Non-Profit Construction [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees
Faith Based Non-Profit Construction [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees
Faith Based Non-Profit Owner Occupied [Member]
Loans, net of unearned income and deferred fees	82,373	78,761
Faith Based Non-Profit Owner Occupied [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	71,058	66,626
Faith Based Non-Profit Owner Occupied [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees	4,395	7,474
Faith Based Non-Profit Owner Occupied [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees	6,920	4,661
Faith Based Non-Profit Owner Occupied [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees
Faith Based Non-Profit Other [Member]
Loans, net of unearned income and deferred fees	1,923	6,702
Faith Based Non-Profit Other [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	1,923	6,701
Faith Based Non-Profit Other [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees		1
Faith Based Non-Profit Other [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees
Faith Based Non-Profit Other [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees
Residential Real Estate First Mortgage [Member]
Loans, net of unearned income and deferred fees	21,589	22,350
Residential Real Estate First Mortgage [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	17,691	17,890
Residential Real Estate First Mortgage [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees	421	427
Residential Real Estate First Mortgage [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees	3,477	4,033
Residential Real Estate First Mortgage [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees
Residential Real Estate Multifamily [Member]
Loans, net of unearned income and deferred fees	3,185	3,271
Residential Real Estate Multifamily [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	3,091	3,171
Residential Real Estate Multifamily [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees	32	38
Residential Real Estate Multifamily [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees	62	62
Residential Real Estate Multifamily [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees
Residential Real Estate Home Equity [Member]
Loans, net of unearned income and deferred fees	2,883	3,051
Residential Real Estate Home Equity [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	2,511	2,668
Residential Real Estate Home Equity [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees
Residential Real Estate Home Equity [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees	372	383
Residential Real Estate Home Equity [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees
Residential Real Estate Construction [Member]
Loans, net of unearned income and deferred fees	398	241
Residential Real Estate Construction [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	398	241
Residential Real Estate Construction [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees
Residential Real Estate Construction [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees
Residential Real Estate Construction [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees
Consumer [Member]
Loans, net of unearned income and deferred fees	1,341	1,340
Consumer [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	1,328	1,323
Consumer [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees
Consumer [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees	13	17
Consumer [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees
Other [Member]
Loans, net of unearned income and deferred fees	2,050	2,326
Other [Member] | Pass [Member]
Loans, net of unearned income and deferred fees	2,050	2,326
Other [Member] | Special Mention [Member]
Loans, net of unearned income and deferred fees
Other [Member] | Substandard [Member]
Loans, net of unearned income and deferred fees
Other [Member] | Doubtful [Member]
Loans, net of unearned income and deferred fees

XML

INVESTMENT SECURITIES (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Available-for-sale Securities, Amortized Cost Basis	$ 67,098	$ 66,571
Available-for-sale Securities, Gross Unrealized Gains	183	139
Available-for-sale Securities, Gross Unrealized Losses	(525)	(791)
Available-for-sale Securities, Debt Securities	66,756	65,919
US government agencies [Member]
Available-for-sale Securities, Amortized Cost Basis	8,496	7,000
Available-for-sale Securities, Gross Unrealized Gains	3
Available-for-sale Securities, Gross Unrealized Losses	(122)	(234)
Available-for-sale Securities, Debt Securities	8,377	6,766
Government sponsored MBS - Residential [Member]
Available-for-sale Securities, Amortized Cost Basis	57,120	58,086
Available-for-sale Securities, Gross Unrealized Gains	163	118
Available-for-sale Securities, Gross Unrealized Losses	(369)	(506)
Available-for-sale Securities, Debt Securities	56,914	57,698
Municipal securities - North Carolina [Member]
Available-for-sale Securities, Amortized Cost Basis	1,482	1,485
Available-for-sale Securities, Gross Unrealized Gains	17	21
Available-for-sale Securities, Gross Unrealized Losses	(34)	(51)
Available-for-sale Securities, Debt Securities	$ 1,465	$ 1,455

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:
Net income	$ 277	$ 10
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	85	88
Amortization of discounts/premiums on investments, net	165	310
Loan purchase accounting amortization, net		43
Deferred income tax provision	56
Deferred loan origination fees and costs, net	43	30
Increase in cash surrender value of bank owned life insurance	(51)	(50)
Gain at foreclosure	(13)
Writedown of other real estate owned	21
Net changes in:
Accrued interest receivable and other assets	470	82
Other liabilities	(99)	(161)
Net cash provided by operating activities	954	352
Activity in available-for-sale securities:
Maturities and calls	1,192
Principal collections	3,073	4,162
Purchases	(4,957)	(4,137)
FHLB stock redemptions	81	99
Net increase in loans	(653)	(6,494)
Purchases of bank premises and equipment	(26)	(28)
Net cash used in investing activities	(1,290)	(6,398)
Cash flows from financing activities:
Net decrease in deposits	(1,850)	(24,141)
Proceeds from other borrowings	31	31
Repayments of other borrowings	(52)	(51)
Cash dividends	(59)	(59)
Net cash used in financing activities	(1,930)	(24,220)
Net decrease in cash and cash equivalents	(2,266)	(30,266)
Cash and cash equivalents as of the beginning of the period	28,583	42,586
Cash and cash equivalents as of the end of the period	26,317	12,320
Cash paid during period for:
Interest	171	259
Income taxes	12
Noncash Transactions
Loans transferred to OREO	181
Net unrealized gain (loss) on investment securities available for sale, net of deferred income tax	193	(68)
Loans transferred to foreclosed assets	3
Transfer of participation loans sold from other borrowings to loans		(2,010)
Loans transferred to other assets	$ (2,862)

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Series B Preferred stock, liquidation value (in dollars per share)	$ 1,000	$ 1,000
Series B Preferred stock, issued (in shares)	11,735	11,735
Series B Preferred stock, outstanding (in shares)	11,735	11,735
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, authorized (in shares)	10,000,000	10,000,000
Common stock, issued (in shares)	2,031,337	2,031,337
Common stock, outstanding (in shares)	2,031,337	2,031,337

XML

FAIR VALUE MEASUREMENT

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

10. FAIR VALUE MEASUREMENT

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

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

Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon estimates, are often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values.

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

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

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

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

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

Assets and Liabilities Measured on a Recurring Basis:

Available-for-Sale Investment Securities: Investment securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. Level 1 securities include those traded on nationally recognized securities exchanges, U.S. Treasury securities, and money market funds. Level 2 securities include U.S. government agency securities, mortgage-backed securities issued by government-sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.

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

(Dollars in thousands)			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	March 31, 2014		(Level 1)		(Level 2)		(Level 3)
Recurring:
US government agencies	$	8,377	$	—	$	8,377	$	—
Government sponsored MBS
Residential		56,914		—		56,914		—
Municipal securities
North Carolina		1,465		—		1,465		—
Mortgage servicing rights		24		—		—		24
Total	$	66,780	$	—	$	66,756	$	24

Assets measured at fair value on a recurring basis as of December 31, 2013 were:

(Dollars in thousands)			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	December 31, 2013		(Level 1)		(Level 2)		(Level 3)
Recurring:
US government agencies	$	6,766	$	—	$	6,766	$	—
Government sponsored MBS
Residential		57,698		—		57,698		—
Municipal securities
North Carolina		1,455		—		1,455		—
Mortgage Servicing Rights	$	25		—		—		25
Total	$	65,944	$	—	$	65,919	$	25

The table below displays changes in all recurring Level 3 Assets from December 31, 2013 to March 31, 2014 and December 31, 2012 to December 31, 2013.

(Dollars in thousands)	Mortgage Servicing Rights
Beginning balance (December 31, 2013)	$	25
Amortization		1
Ending Balance (March 31, 2014)	$	24

(Dollars in thousands)	Mortgage Servicing Rights
Beginning balance (December 31, 2012)	$	36
Amortization		11
Ending Balance (December 31, 2013)	$	25

Assets and Liabilities Measured on a Nonrecurring Basis:

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

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

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

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

Assets measured at fair value on a nonrecurring basis as of March 31, 2014 and December 31, 2013 were:

(Dollars in thousands)			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	March 31, 2014		(Level 1)		(Level 2)		(Level 3)
Nonrecurring:
OREO	$	3,205	$	—	$	—	$	3,205
Repossessed collateral		593		—		—		593
Impaired loans:
Commercial real estate		9,060		—		—		9,060
Faith-based non-profit		15,861		—		—		15,861
Residential real estate		3,213		—		—		3,213
Consumer		8		—		—		8
Total	$	31,940	$	—	$	—	$	31,940

(Dollars in thousands)			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	December 31, 2013		(Level 1)		(Level 2)		(Level 3)
Nonrecurring:
OREO	$	3,032	$	—	$	—	$	3,032
Repossessed collateral		590		—		—		590
Impaired loans:
Commercial real estate		9,050		—		—		9,050
Faith-based non-profit		16,772		—		—		16,772
Residential real estate		3,875		—		—		3,875
Consumer		11		—		—		11
Total	$	33,330	$	—	$	—	$	33,330

Quantitative Information about Level 3 Fair Value Measurements

(Dollars in thousands)				Significant	Significant
			Valuation	Unobservable	Unobservable
Description	March 31, 2014		Technique	Inputs	Input Value
Nonrecurring:
OREO	$	3,205	discounted appraisals	collateral discounts		6-20%
Repossessed collateral		593	discounted appraisals	collateral discounts		20-50%
Impaired loans		28,142	discounted appraisals	collateral discounts		6-20%
Total	$	31,940

(Dollars in thousands)				Significant	Significant
			Valuation	Unobservable	Unobservable
Description	December 31, 2013		Technique	Inputs	Input Value
Nonrecurring:
OREO	$	3,032	discounted appraisals	collateral discounts		6-20%
Repossessed collateral		590	discounted appraisals	collateral discounts		20-50%
Impaired loans		29,708	discounted appraisals	collateral discounts		6-20%
Total	$	33,330

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

The Company had no transfers between any of the three levels in 2013 or 2014.

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

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

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

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

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

Deposits: The fair value of deposits with no stated maturity, such as demand deposits, checking accounts, savings and money market accounts, is equal to the carrying amount and is therefore considered a Level 1 input. The fair value of certificates of deposit is based on the discounted value of contractual cash flows, where the discount rate is estimated using the market rates currently offered for deposits of similar remaining maturities and is therefore considered a Level 2 input.

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

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

As of March 31, 2014 and December 31, 2013, the carrying amounts and associated estimated fair value of financial assets and liabilities of the Company are as follows:

	March 31, 2014
(Dollars in thousands)	Carrying		Estimated
	Amount		Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	26,317	$	26,317	$	26,317	$	—	$	—
Investment securities available for sale		66,756		66,756		—		66,756		—
Loans, net of allowances for loan losses		183,546		187,340						187,340
Accrued interest receivable		796		796		796		—
Liabilities:
Non-maturity deposits	$	123,540	$	123,540		123,540		—		—
Maturity deposits		134,537		134,055		—		134,055		—
Other borrowings		826		774		—		—		774
Accrued interest payable		78		78		78		—		—

	December 31, 2013
(Dollars in thousands)	Carrying		Estimated
	Amount		Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	28,583	$	28,583	$	28,583	$	—	$	—
Investment securities available for sale		65,919		65,919		—		65,919		—
Loans, net of allowances for loan losses		185,982		189,387						189,387
Accrued interest receivable		912		912		912		—
Liabilities:
Non-maturity deposits	$	116,115	$	116,115		116,115		—		—
Maturity deposits		143,812		143,314		—		143,314		—
Other borrowings		847		791		—		—		791
Accrued interest payable		75		75		75		—		—

XML

Document And Entity Information	3 Months Ended
	Mar. 31, 2014	May 14, 2014
Document And Entity Information
Entity Registrant Name	M&F BANCORP INC /NC/
Entity Central Index Key	0001094738
Document Period End Date	Mar. 31, 2014
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Amendment Flag	false
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,031,337
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2014

Summary Of Significant Accounting Policies Policies

Nature of Operations

Nature of Operations

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

Basis of Presentation

Basis of Presentation

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

The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and in accordance with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. The accompanying Consolidated Financial Statements and Notes are unaudited except for the balance sheet and footnote information as of December 31, 2013, which were derived from the Company’s audited consolidated Annual Report on Form 10-K as of and for the year ended December 31, 2013.

The Consolidated Financial Statements included herein do not include all the information and notes required by GAAP and should be read in conjunction with the Consolidated Financial Statements and the related notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2013.

In the opinion of management, the interim financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position, results of operations and cash flows in the Consolidated Financial Statements. The unaudited operating results for the periods presented may not be indicative of annual results.

Segment Reporting

Segment Reporting

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

Use of Estimates

Use of Estimates

The financial statements are prepared in accordance with GAAP, which require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

New Accounting Pronouncements

New Accounting Pronouncements –

In January 2014, the Financial Accounting Standards Board (“FASB”) amended the “Receivables—Troubled Debt Restructurings by Creditors” subtopic of the Codification to address the reclassification of consumer mortgage loans collateralized by residential real estate upon foreclosure. The amendments clarify the criteria for determining that an in substance repossession or foreclosure has occurred, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. The amendments also outline interim and annual disclosure requirements. The amendments will be effective for the Company for interim and annual reporting periods beginning after December 15, 2014. Companies are allowed to use either a modified retrospective transition method or a prospective transition method when adopting this update. Early adoption is permitted. 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.

XML

CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Interest income:
Loans, including fees	$ 2,489	$ 2,454
Investment securities, including dividends
Taxable	318	180
Tax-exempt	9	9
Other	17	24
Total interest income	2,833	2,667
Interest expense:
Deposits	173	189
Borrowings	1	22
Total interest expense	174	211
Net interest income	2,659	2,456
Less provision for loan losses
Net interest income after provision for loan losses	2,659	2,456
Noninterest income:
Service charges	302	290
Rental income	48	79
Cash surrender value of life insurance	51	50
Other income	56	1
Total noninterest income	457	420
Noninterest expense:
Salaries and employee benefits	1,303	1,466
Occupancy and equipment	365	375
Directors fees	55	83
Marketing	36	42
Professional fees	203	253
Information technology	205	213
FDIC deposit insurance	149	102
Other real estate owned expense expense, net	57	17
Gains at foreclosure	(13)
Delivery expenses	46	39
Other	296	272
Total noninterest expense	2,702	2,862
Income before income taxes	414	14
Income tax expense	137	4
Net income	277	10
Less preferred stock dividends and accretion	(59)	(59)
Net income (loss) available to common stockholders	$ 218	$ (49)
Basic and diluted earnings (loss) per share of common stock (in dollars per share):	$ 0.11	$ (0.02)
Weighted average shares of common stock outstanding:
Basic and diluted (in shares)	2,031,337	2,031,337

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ACCUMULATED OTHER COMPREHENSIVE INCOME

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Note [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME

5. ACCUMULATED OTHER COMPREHENSIVE INCOME

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

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT
For The Three Months Ended March 31, 2014 and 2013
(Dollars in thousands)
(Unaudited)
	Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total
Balance as of December 31, 2012	$	426		$	(1,834	)	$	(1,408	)
Other comprehensive loss before reclassifications		(68	)		—			(68	)
Amounts reclassified from accumulated other comprehensive loss		—			—			—
Net current-period other comprehensive loss		(68	)		—			(68	)
Balance as of March 31, 2013	$	358		$	(1,834	)	$	(1,476	)
Balance as of December 31, 2013	$	(405	)	$	(1,020	)	$	(1,425	)
Other comprehensive loss before reclassifications		193			—			193
Amounts reclassified from accumulated other comprehensive loss		—			—			—
Net current-period other comprehensive loss		193			—			193
Balance as of March 31, 2014	$	(212	)	$	(1,020	)	$	(1,232	)

All amounts are net of tax.   

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RECONCILIATIONS OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

RECONCILIATIONS OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE ("EPS")

4. RECONCILIATIONS OF BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE ("EPS")

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

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FAIR VALUE MEASUREMENT (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on a recurring basis

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

(Dollars in thousands)			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	March 31, 2014		(Level 1)		(Level 2)		(Level 3)
Recurring:
US government agencies	$	8,377	$	—	$	8,377	$	—
Government sponsored MBS
Residential		56,914		—		56,914		—
Municipal securities
North Carolina		1,465		—		1,465		—
Mortgage servicing rights		24		—		—		24
Total	$	66,780	$	—	$	66,756	$	24

Assets measured at fair value on a recurring basis as of December 31, 2013 were:

(Dollars in thousands)			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	December 31, 2013		(Level 1)		(Level 2)		(Level 3)
Recurring:
US government agencies	$	6,766	$	—	$	6,766	$	—
Government sponsored MBS
Residential		57,698		—		57,698		—
Municipal securities
North Carolina		1,455		—		1,455		—
Mortgage Servicing Rights	$	25		—		—		25
Total	$	65,944	$	—	$	65,919	$	25

Schedule of fair value of Level 3 assets

The table below displays changes in all recurring Level 3 Assets from December 31, 2013 to March 31, 2014 and December 31, 2012 to December 31, 2013.

(Dollars in thousands)	Mortgage Servicing Rights
Beginning balance (December 31, 2013)	$	25
Amortization		1
Ending Balance (March 31, 2014)	$	24

(Dollars in thousands)	Mortgage Servicing Rights
Beginning balance (December 31, 2012)	$	36
Amortization		11
Ending Balance (December 31, 2013)	$	25

Schedule of assets and liabilities measured at fair value on a non recurring basis

Assets measured at fair value on a nonrecurring basis as of March 31, 2014 and December 31, 2013 were:

(Dollars in thousands)			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	March 31, 2014		(Level 1)		(Level 2)		(Level 3)
Nonrecurring:
OREO	$	3,205	$	—	$	—	$	3,205
Repossessed collateral		593		—		—		593
Impaired loans:
Commercial real estate		9,060		—		—		9,060
Faith-based non-profit		15,861		—		—		15,861
Residential real estate		3,213		—		—		3,213
Consumer		8		—		—		8
Total	$	31,940	$	—	$	—	$	31,940

(Dollars in thousands)			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
Description	December 31, 2013		(Level 1)		(Level 2)		(Level 3)
Nonrecurring:
OREO	$	3,032	$	—	$	—	$	3,032
Repossessed collateral		590		—		—		590
Impaired loans:
Commercial real estate		9,050		—		—		9,050
Faith-based non-profit		16,772		—		—		16,772
Residential real estate		3,875		—		—		3,875
Consumer		11		—		—		11
Total	$	33,330	$	—	$	—	$	33,330

Quantitative Information about Level 3 Fair Value Measurements

(Dollars in thousands)				Significant	Significant
			Valuation	Unobservable	Unobservable
Description	March 31, 2014		Technique	Inputs	Input Value
Nonrecurring:
OREO	$	3,205	discounted appraisals	collateral discounts		6-20%
Repossessed collateral		593	discounted appraisals	collateral discounts		20-50%
Impaired loans		28,142	discounted appraisals	collateral discounts		6-20%
Total	$	31,940

(Dollars in thousands)				Significant	Significant
			Valuation	Unobservable	Unobservable
Description	December 31, 2013		Technique	Inputs	Input Value
Nonrecurring:
OREO	$	3,032	discounted appraisals	collateral discounts		6-20%
Repossessed collateral		590	discounted appraisals	collateral discounts		20-50%
Impaired loans		29,708	discounted appraisals	collateral discounts		6-20%
Total	$	33,330

Schedule of carrying amount and fair value of financial instruments

As of March 31, 2014 and December 31, 2013, the carrying amounts and associated estimated fair value of financial assets and liabilities of the Company are as follows:

	March 31, 2014
(Dollars in thousands)	Carrying		Estimated
	Amount		Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	26,317	$	26,317	$	26,317	$	—	$	—
Investment securities available for sale		66,756		66,756		—		66,756		—
Loans, net of allowances for loan losses		183,546		187,340						187,340
Accrued interest receivable		796		796		796		—
Liabilities:
Non-maturity deposits	$	123,540	$	123,540		123,540		—		—
Maturity deposits		134,537		134,055		—		134,055		—
Other borrowings		826		774		—		—		774
Accrued interest payable		78		78		78		—		—

	December 31, 2013
(Dollars in thousands)	Carrying		Estimated
	Amount		Value		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	28,583	$	28,583	$	28,583	$	—	$	—
Investment securities available for sale		65,919		65,919		—		65,919		—
Loans, net of allowances for loan losses		185,982		189,387						189,387
Accrued interest receivable		912		912		912		—
Liabilities:
Non-maturity deposits	$	116,115	$	116,115		116,115		—		—
Maturity deposits		143,812		143,314		—		143,314		—
Other borrowings		847		791		—		—		791
Accrued interest payable		75		75		75		—		—

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INVESTMENT SECURITIES (Tables)

3 Months Ended

Mar. 31, 2014

Investments, Debt and Equity Securities [Abstract]

Schedule of Investment Securities

The amortized cost, gross unrealized gains and losses and fair values of investment securities at March 31, 2014 and December 31, 2013 were:

(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
(Unaudited)
March 31, 2014
US government agencies	$	8,496	$	3	$	(122	)	$	8,377
Government sponsored MBS
Residential		57,120		163		(369	)		56,914
Municipals
North Carolina		1,482		17		(34	)		1,465
Total	$	67,098	$	183	$	(525	)	$	66,756
December 31, 2013
US government agencies	$	7,000		—	$	(234	)	$	6,766
Government sponsored MBS
Residential		58,086		118		(506	)		57,698
Municipals
North Carolina		1,485		21		(51	)		1,455
Total	$	66,571	$	139	$	(791	)	$	65,919

Schedule of Investment Securities maturities

(Dollars in thousands)	As of March 31, 2014
(Unaudited)	Fair Value		Amortized Cost
US government agencies
Due after one year through five years	$	6,493	$	6,496
Due after five years through ten years		1,884		2,000
Total US government agencies	$	8,377	$	8,496
Government sponsored MBS
Residential
Due within one year	$	10,592	$	10,637
Due after one year through five years		23,753		23,850
Due after five years through ten years		13,545		13,596
Due after ten years		9,024		9,037
Total government sponsored MBS	$	56,914	$	57,120
Municipals
North Carolina
Due within one year	$	468	$	465
Due after one year through five years		437		422
Due after five years through ten years		560		595
Total North Carolina municipal bonds	$	1,465	$	1,482

(Dollars in thousands)	As of December 31, 2013
	Fair Value		Amortized Cost
US government agencies
Due within one year	$	4,934	$	5,000
Due after one year through five years		1,832		2,000
Total US government agencies	$	6,766	$	7,000
Government sponsored MBS
Residential
Due within one year	$	12,090	$	12,156
Due after one year through five years		25,152		25,314
Due after five years through ten years		12,450		12,560
Due after ten years		8,006		8,056
Total government sponsored MBS	$	57,698	$	58,086
Municipals
North Carolina
Due within one year	$	472	$	465
Due after one year through five years		437		423
Due after five years through ten years		546		597
Total North Carolina municipal bonds	$	1,455	$	1,485

Schedule of Securities in an unrealized loss position

As of March 31, 2014 and December 31, 2013, the fair value of securities with gross unrealized losses by length of time that the individual securities have been in an unrealized loss position is as follows:

(Dollars in thousands)	Less Than 12 Months					12 Months or Greater					Total
(Unaudited)	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
March 31, 2014
US government agencies	$	3,439	$	(57	)	$	935	$	(65	)	$	4,374	$	(122	)
Government sponsored MBS
Residential		29,945		(248	)		4,489		(121	)		34,434		(369	)
Municipals
North Carolina		560		(34	)		—		—			560		(34	)
Total	$	33,944	$	(339	)	$	5,424	$	(186	)	$	39,368	$	(525	)

(Dollars in thousands)	Less Than 12 Months					12 Months or Greater				Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2013
US government agencies	$	6,766	$	(234	)		—	$	—	$	6,766	$	(234	)
Government sponsored MBS
Residential		46,373		(506	)		20		—		46,393		(506	)
Municipals
North Carolina		546		(51	)		—		—		546		(51	)
Total	$	53,685	$	(791	)	$	20	$	—	$	53,705	$	(791	)

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BORROWINGS

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

BORROWINGS

8. BORROWINGS

Borrowings as of March 31, 2014 consisted of an FHLB borrowing of $0.7 million with an interest rate of 0.50% that matures in 2020 and a capital lease of $0.2 million with an interest rate of 1.60%. Borrowings as of December 31, 2013 consisted of an FHLB borrowing of $0.7 million with an interest rate of 0.50% that matures in 2020 and a capital lease of $0.2 million with an interest rate of 1.60%.

The Company has federal funds lines of credit with three correspondent banks totaling $10.0 million at March 31, 2014 and December 31, 2013. The Company periodically tests its federal funds lines of credit with its correspondent banks. These lines were tested during the three months ended March 31, 2014. The Company had unused borrowing capacity with the FHLB of $5.2 million as of March 31, 2014 and $5.3 million as of December 31, 2013, respectively. In addition, the Company has the ability to borrow from the Federal Reserve Bank to the extent of investment securities pledged to the Federal Reserve Bank.

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LOANS AND ALLOWANCE FOR LOAN LOSSES

3 Months Ended

Mar. 31, 2014

Receivables [Abstract]

LOANS AND ALLOWANCE FOR LOAN LOSSES

6. LOANS AND ALLOWANCE FOR LOAN LOSSES

The activity in the Company’s allowance for loan losses (“ALLL”) for the first three months of 2014 and 2013 and related asset balances at March 31, 2014 and December 31, 2013 is summarized as follows:

	For the Three Months Ended March 31, 2014
							Faith-
							Based			Residential
				Commercial			Non-			Real						Other
(Dollars in thousands)	Commercial			Real Estate			Profit			Estate			Consumer			Loans			Unallocated		Total
ALLL:
Total ending ALLL balances as of December 31, 2013	$	184		$	808		$	1,883		$	493		$	19		$	106		$	—	$	3,493
For the three months ended March 31, 2014
Charge-offs		—			—			—			(7	)		(1	)		(6	)		—		(14	)
Recoveries		—			—			—			4			—			3			—		7
Provision for loan losses		(6	)		(109	)		(87	)		122			1			(66	)		145		—
Total ending ALLL balances as of March 31, 2014	$	178		$	699		$	1,796		$	612		$	19		$	37		$	145	$	3,486

	For the Three Months Ended March 31, 2013
						Faith-
						Based		Residential
				Commercial		Non-		Real						Other
(Dollars in thousands)	Commercial			Real Estate		Profit		Estate			Consumer			Loans			Unallocated			Total
ALLL:
Total ending ALLL balances as of December 31, 2012	$	90		$	881	$	1,246	$	937		$	30		$	54		$	261		$	3,499
For the three months ended March 31, 2013
Charge-offs		—			—		—		—			(7	)		—			—			(7	)
Recoveries		—			—		—		4			5			—			—			9
Provision for loan losses		(14	)		311		32		(90	)		(1	)		(6	)		(232	)		—
Total ending ALLL balances as of March 31, 2013	$	76		$	1,192	$	1,278	$	851		$	27		$	48		$	29		$	3,501

	March 31, 2014
					Faith
					Based
			Commercial		Non-		Residential				Other
(Dollars in thousands)	Commercial		Real Estate		Profit		Real Estate		Consumer		Loans		Unallocated		Total
ALLL:
Ending ALLL balance attributable to loans:
Individually evaluated for impairment	$	—	$	5	$	746	$	214	$	—	$	—	$	—	$	965
Collectively evaluated for impairment		178		694		1,050		398		19		37		145		2,521
Total ending ALLL balance	$	178	$	699	$	1,796	$	612	$	19	$	37	$	145	$	3,486
Loans:
Loans individually evaluated for impairment	$	—	$	9,044	$	16,577	$	3,427	$	8	$	—	$	—	$	29,056
Loans collectively evaluated for impairment		12,118		42,999		74,848		24,628		1,333		2,050		—		157,976
Total ending loans balance	$	12,118	$	52,043	$	91,425	$	28,055	$	1,341	$	2,050	$	—	$	187,032

	December 31, 2013
					Faith
					Based
			Commercial		Non-		Residential				Other
(Dollars in thousands)	Commercial		Real Estate		Profit		Real Estate		Consumer		Loans		Unallocated		Total
ALLL:
Ending ALLL balance attributable to loans:
Individually evaluated for impairment	$	—	$	—	$	931	$	75	$	—	$	—	$	—	$	1,006
Collectively evaluated for impairment		184		808		952		418		19		106		—		2,487
Total ending ALLL balance	$	184	$	808	$	1,883	$	493	$	19	$	106	$	—	$	3,493
Loans:
Loans individually evaluated for impairment	$	—	$	9,029	$	17,661	$	3,947	$	11	$	—	$	—	$	30,648
Loans collectively evaluated for impairment		12,344		50,060		67,802		24,966		1,329		2,326		—		158,827
Total ending loans balance	$	12,344	$	59,089	$	85,463	$	28,913	$	1,340	$	2,326	$	—	$	189,475

The Bank experienced $7 thousand in net loan charge-offs for the three months ended March 31, 2014 compared to $2 thousand in net loan recoveries for the three months ended March 31, 2013. Annualized net charge-offs/(recoveries) as a percent of average loan balances outstanding totaled 0.02% and 0.00% during the three month periods ended March 31, 2014 and 2013, respectively, and 0.19% for the year ended December 31, 2013.

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

A portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its ALLL. The composition of the loan portfolio, net of deferred fees and costs, by loan classification as of March 31, 2014 and December 31, 2013 was as follows:

(Dollars in thousands)	March 31, 2014			December 31, 2013
Commercial	$	12,118		$	12,344
Commercial real estate:
Construction		498			4,758
Owner occupied		23,117			22,186
Other		28,428			32,145
Faith-based non-profit:
Construction		7,129			—
Owner Occupied		82,373			78,761
Other		1,923			6,702
Residential real estate:
First mortgage		21,589			22,350
Multifamily		3,185			3,271
Home equity		2,883			3,051
Construction		398			241
Consumer		1,341			1,340
Other loans		2,050			2,326
Loans, net of deferred fees		187,032			189,475
ALLL		(3,486	)		(3,493	)
Loans, net of ALLL	$	183,546		$	185,982

The Bank has a concentration of loans to faith-based non-profit organizations, in which the Bank has specialized lending experience. As of March 31, 2014, the percentage of loans in this niche, which included construction, real estate secured, and lines of credit, comprised approximately 48.88% of the total loan portfolio and the reserve for these loans was 51.52% of the total allowance. Historically the Bank has experienced low levels of loan losses in this niche; however, repayment of these loans is generally dependent on voluntary contributions which some have been adversely affected by the recent economic downturn.

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

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

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

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

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

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

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

Loans may be returned to accrual status when all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment within a reasonable period of time, and the borrower has demonstrated payment performance for a minimum of six months in accordance with the contractual terms involving payments of cash or cash equivalents. During the non-accrual period, all payments received will be applied to principal. After a loan is returned to accruing status, foregone interest will be accreted to interest income on a pro-rata basis over the remaining term of the loan if full repayment of principal and interest is reasonably assured.

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

The following tables show past due loans and loans past due 90 days or more and still accruing for the quarters ended March 31, 2014 and December 31, 2013:

					90 Days
March 31, 2014	30-59 Days		60-89 Days		Or More		Total Past
(Dollars in thousands)	Past Due		Past Due		Past Due		Due		Current		Total
Commercial	$	—	$	—	$	—	$	—	$	12,118	$	12,118
Commercial real estate:
Construction		—		—		—		—		498		498
Owner occupied		2,387		—		2,770		5,157		17,960		23,117
Other		33		910		532		1,475		26,953		28,428
Faith-based non-profit:
Construction		—		67		—		67		7,062		7,129
Owner Occupied		679		484		380		1,543		80,830		82,373
Other		—		—		—		—		1,923		1,923
Residential real estate:
First mortgage		3,635		282		2,349		6,266		15,323		21,589
Multifamily		—		—		—		—		3,185		3,185
Home equity		58		4		202		264		2,619		2,883
Construction		—		—		—		—		398		398
Consumer		—		14		8		22		1,319		1,341
Other loans		—		—		—		—		2,050		2,050
Total	$	6,792	$	1,761	$	6,241	$	14,794	$	172,238	$	187,032

					90 Days
December 31, 2013	30-59 Days		60-89 Days		Or More		Total Past
(Dollars in thousands)	Past Due		Past Due		Past Due		Due		Current		Total
Commercial	$	—	$	4	$	—	$	4	$	12,340	$	12,344
Commercial real estate:
Construction		—		—		—		—		4,758		4,758
Owner occupied		77		—		2,675		2,752		19,434		22,186
Other		—		—		642		642		31,503		32,145
Faith-based non-profit:
Construction		—		—		—		—		—		—
Owner Occupied		2,859		29		333		3,221		75,540		78,761
Other		1		—		—		1		6,701		6,702
Residential real estate:
First mortgage		747		275		2,602		3,624		18,726		22,350
Multifamily		—		—		—		—		3,271		3,271
Home equity		241		—		118		359		2,692		3,051
Construction		—		—		—		—		241		241
Consumer		6		3		9		18		1,322		1,340
Other loans		—		—		—		—		2,326		2,326
Total	$	3,931	$	311	$	6,379	$	10,621	$	178,854	$	189,475

At March 31, 2014 and December 31, 2013, the total recorded investment in impaired loans amounted to $29.1 million and $30.7 million, respectively. Of these impaired loans, $6.4 million and $6.7 million were on non-accrual at March 31, 2014 and December 31, 2013, respectively.

The recorded investment and related information for impaired loans is summarized as follows for March 31, 2014 and December 31, 2013:

	March 31, 2014
							Interest
	Unpaid						Earned		Average
	Principal		Recorded		ALLL		For the		Recorded
(Dollars in thousands)	Balance		Investment		Allocated		Year		Investment
With no related allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		359		361		—		7		362
Owner occupied		3,159		3,159		—		32		3,171
Other		867		869		—		6		3,186
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		8,502		8,518		—		128		11,361
Other		—		—		—		—		—
Residential real estate:
First mortgage		2,750		2,744		—		19		2,931
Multifamily		—		—		—		—		—
Home equity		82		83		—		1		80
Construction		—		—		—		—		—
Consumer		8		8		—		—		10
Impaired loans with no allowance recorded	$	15,727	$	15,742	$	—	$	193	$	21,101
With an allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		—		—		—		—		—
Owner occupied		—		—		—		—		—
Other		4,660		4,676		5		49		2,338
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		8,075		8,089		746		102		5,794
Other		—		—		—		—		—
Residential real estate:
First mortgage		545		523		196		3		573
Multifamily		—		—		—		—		—
Home equity		78		78		19		1		105
Construction		—		—		—		—		—
Consumer		—		—		—		—		—
Impaired loans with allowance recorded	$	13,358	$	13,366	$	966	$	155	$	8,810
Impaired loans	$	29,085	$	29,108	$	966	$	348	$	29,911

	March 31, 2013
	At end of period						For Period Ended
	Unpaid						Interest		Average
	Principal		Recorded		ALLL		Income		Recorded
(Dollars in thousands)	Balance		Investment		Allocated		Recognized		Investment
With no related allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	295
Commercial real estate:
Construction		366		366		—		7		279
Owner occupied		524		524		—		8		581
Other		6,279		6,279		—		59		4,742
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		14,336		14,336		—		142		10,193
Other		—		—		—		—		—
Residential real estate:
First mortgage		3,094		3,060		—		7		1,258
Multifamily		—		—		—		—		—
Home equity		103		103		—		—		92
Construction		—		—		—		—		—
Consumer		14		14		—		—		4
Impaired loans with no allowance recorded	$	24,716	$	24,682	$	—	$	223	$	17,444
With an allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		—		—		—		—		—
Owner occupied		237		237		209		5		59
Other		—		—		—		—		501
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		425		425		27		7		214
Other		—		—		—		—		—
Residential real estate:
First mortgage		1,153		1,153		288		—		660
Multifamily		—		—		—		—		—
Home equity		—		—		—		—		—
Construction		—		—		—		—		—
Consumer		—		—		—		—		—
Impaired loans with allowance recorded	$	1,815	$	1,815	$	524	$	12	$	1,434
Impaired loans	$	26,531	$	26,497	$	524	$	235	$	18,878

	December 31, 2013
							Interest
	Unpaid						Earned		Average
	Principal		Recorded		ALLL		For the		Recorded
(Dollars in thousands)	Balance		Investment		Allocated		Year		Investment
With no related allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	74
Commercial real estate:
Construction		363		364		—		28		321
Owner occupied		3,181		3,183		—		142		1,194
Other		5,486		5,503		—		256		4,858
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		14,151		14,203		—		681		12,880
Other		—		—		—		—		—
Residential real estate:
First mortgage		3,116		3,119		—		213		2,143
Multifamily		—		—		—		—		—
Home equity		77		77		—		3		50
Construction		—		—		—		—		—
Consumer		11		11		—		—		9
Impaired loans with no allowance recorded	$	26,385	$	26,460	$	—	$	1,323	$	21,529
With an allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		—		—		—		—		—
Owner occupied		—		—		—		—		59
Other		—		—		—		—		251
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		3,510		3,500		931		242		631
Other		—		—		—		—		—
Residential real estate:
First mortgage		621		623		38		29		1,017
Multifamily		—		—		—		—		—
Home equity		131		131		37		6		42
Construction		—		—		—		—		—
Consumer		—		—		—		—		—
Impaired loans with allowance recorded	$	4,262	$	4,254	$	1,006	$	277	$	2,000
Impaired loans	$	30,647	$	30,714	$	1,006	$	1,600	$	23,529

The recorded investment in TDRs, which are included in total impaired loans, was $25.3 million, $21.1 million and $26.4 million at March 31, 2014, March 31, 2013 and December 31, 2013, respectively.

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

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

The ALLL is management's estimate of probable losses that are inherent in the loan portfolio. The ALLL is based on regular quarterly assessments. The methodologies for measuring the appropriate level of the ALLL include the combination of a quantitative historical loss history by loan type and a qualitative analysis for loans not classified as impaired or TDRs ("ASC 450 reserve"), and a specific allowance method for impaired and TDR loans ("ASC 310 reserve"). The qualitative analysis for the ASC 450 reserve is patterned after the guidelines provided under Securities Exchange Commission (“SEC”) Staff Accounting Bulletin 102 and the Federal Financial Institutions Examination Council (“FFIEC”) Interagency Policy Statement on the Allowance for Loan and Lease Losses and include the following:

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

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

· Changes in the nature and volume of the loan portfolio;

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

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

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

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

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

Management has developed, from historical loan and economic information, quantitative drivers for certain qualitative factors. Management has identified which factors, by nature, are subjective, such as lending policies, competition and regulatory requirements. The quantitative drivers of qualitative factors, to which different weights are assigned based on management’s judgment, are reviewed and updated quarterly based on updated quarterly and eight-quarter rolling data. The quantitative loss history is based on an eight-quarter rolling history of losses incurred by different loan types within the loan portfolio.

A specific ALLL is established for loans identified as impaired or TDRs, based on significant conditions or circumstances related to the specific credits. The specific allowance amounts are determined by a method prescribed by ASC 310, Receivables. Loans identified as impaired and non-accruing TDRs are accounted for in accordance with one of three valuations: (i) the present value of future cash flows discounted at the loan's effective interest rate; (ii) the loan's observable market price, or (iii) the fair value of the collateral, if the loan is collateral dependent, less estimated liquidation costs.

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

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

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

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

Reserve for Unfunded Commitments - The Unfunded Reserve is a component of other liabilities and represents the estimate for probable credit losses inherent in unfunded commitments to extend credit. Unfunded commitments to extend credit include loans with usable balances available, new commitments to lend that are not yet funded, and standby and commercial letters of credit. The process used to determine the Unfunded Reserve is consistent with the process for determining the quantitative portion of the ASC 450 reserve, as adjusted for estimated funding probabilities and historical eight quarter rolling quantitative loan loss factors. The level of the Unfunded Reserve is adjusted by recording an expense or recovery in other noninterest expense. The balances of $20.4 thousand and $12.5 thousand for March 31, 2014 and December 31, 2013, respectively, are reflected in other liabilities on the Consolidated Balance Sheets.

The following table presents the recorded investment in non-accrual loans and loans past due over 90 days still on accrual by class of loans as of March 31, 2014 and December 31, 2013, respectively:

					90 Days
					or More
					Past Due
March 31, 2014					Still
(Dollars in thousands)	Non-accrual		Number		Accruing		Number
Commercial	$	—		—	$	—		—
Commercial real estate:
Construction		—		—		—		—
Owner occupied		2,655		3		151		1
Other		532		3		—		—
Faith-based non-profit:
Construction		—		—		—		—
Owner Occupied		28		1		353		2
Other		—		—		—		—
Residential real estate:
First mortgage		3,124		40		251		4
Multifamily		—		—		—		—
Home equity		102		6		109		2
Construction		—		—		—		—
Consumer		8		1		—		—
Other loans		—		—		—		—
Total	$	6,449		54	$	864		9

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

Non-accrual loans and loans past due over 90 days still accruing interest include both smaller balance homogenous loans that are collectively evaluated for impairment and individually classified impaired loans. Loans for which principal or interest is in default for 90 days or more are classified as a non-accrual unless they are well secured and in process of collection.

Those loans over 90 days still accruing interest were in the process of modification. In these cases, the borrowers are still making payments. Borrowers have continued to make payments on these loans while administrative and legal due processes are proceeding which will enable the Bank to extend or modify maturity dates.

Unrecognized income on non-accrual loans at March 31, 2014 and December 31, 2013 was $0.2 million and $0.5 million, respectively.

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

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

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

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

· Loss. Based on current facts and circumstances, loans classified as loss are not expected to be repaid, or that collateral will be difficult to liquidate. Loans classified as loss are charged off to the ALLL with board approval.

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

The following is a breakdown of loans by risk categories at March 31, 2014 and December 31, 2013:

March 31, 2014
(Dollars in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Commercial	$	12,117	$	—	$	1	$	—	$	12,118
Commercial real estate:
Construction		139		—		359		—		498
Owner occupied		17,741		1,430		3,946		—		23,117
Other		24,710		2,699		1,019		—		28,428
Faith-based non-profit:
Construction		7,129		—		—		—		7,129
Owner Occupied		71,058		4,395		6,920		—		82,373
Other		1,923		—		—		—		1,923
Residential real estate:
First mortgage		17,691		421		3,477		—		21,589
Multifamily		3,091		32		62		—		3,185
Home equity		2,511		—		372		—		2,883
Construction		398		—		—		—		398
Consumer		1,328		—		13		—		1,341
Other loans		2,050		—		—		—		2,050
Total	$	161,886	$	8,977	$	16,169	$	—	$	187,032

December 31, 2013
(Dollars in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Commercial	$	12,342	$	—	$	2	$	—	$	12,344
Commercial real estate:
Construction		4,396		—		362		—		4,758
Owner occupied		17,586		625		3,975		—		22,186
Other		27,584		2,703		1,858		—		32,145
Faith-based non-profit:
Construction		—		—		—		—		—
Owner Occupied		66,626		7,474		4,661		—		78,761
Other		6,701		1		—		—		6,702
Residential real estate:
First mortgage		17,890		427		4,033		—		22,350
Multifamily		3,171		38		62		—		3,271
Home equity		2,668		—		383		—		3,051
Construction		241		—		—		—		241
Consumer		1,323		—		17		—		1,340
Other loans		2,326		—		—		—		2,326
Total	$	162,854	$	11,268	$	15,353	$	—	$	189,475

Loans Modified as a TDR - Loans are considered to have been modified as a TDR when the Company makes certain concessions to a borrower experiencing financial difficulty. Concessions to the borrower at modification may include interest rate reductions, principal or interest forgiveness, forbearance, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. Generally, a non-accrual loan that has been modified as a TDR remains on non-accrual status for a period of six months to demonstrate that the borrower is able to meet the terms of the modified loan. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. Since the economic crisis began in 2008, management has elected to offer concessions to borrowers with identified financial weaknesses, even if the borrowers have continued making scheduled payments, working with the borrowers to enable them to continue meeting their obligations to repay the debt to the Company.

The following tables present TDRs as of March 31, 2014 and December 31, 2013.

	Troubled Debt Restructurings
	March 31, 2014
					Non-accrual				Total
	Accrual Status				Status				Modifications
(Dollars in thousands)	Number		Amount		Number		Amount		Number		Amount
Commercial real estate:
Construction		2	$	359		—	$	—		2	$	359
Owner occupied		4		504		1		2,576		5		3,080
Other		5		4,994		—		—		5		4,994
Faith-based non-profit:
Owner occpied		21		17,545		1		28		22		17,573
Residential real estate:
First mortgage		1		29		2		222		3		251
		33	$	23,431		4	$	2,826		37	$	26,257

	Troubled Debt Restructurings
	December 31, 2013
					Non-accrual				Total
	Accrual Status				Status				Modifications
(Dollars in thousands)	Number		Amount		Number		Amount		Number		Amount
Commercial real estate:
Construction		2	$	362		—	$	—		2	$	362
Owner occupied		4		506		1		2,598		5		3,104
Other		5		4,953		—		—		5		4,953
Faith-based non-profit:
Owner occpied		21		17,632		1		29		22		17,661
Residential real estate:
First mortgage		1		29		3		244		4		273
		33	$	23,482		5	$	2,871		38	$	26,353

No loans were restructured during the three months ended March 31, 2014. Loans totaling $3.1 million were restructured during the 12 months ended March 31, 2014. One loan totaling $2.6 million was placed on non-accrual due to delinquency. All loans restructured during that period were paying as restructured as of March 31, 2014. No loans were restructured during the three months ended March 31, 2013. Loans totaling $3.2 million were restructured during the 12 months ended March 31, 2013. All loans restructured during that period were paying as restructured as of March 31, 2013. The Company defines default as the loan becoming more than 90 days past due, foreclosed upon or charged-off.

There were no loans modified as TDRs and with a payment default, with the payment default occurring within 12 months of the restructure date, and the payment default occurring during the three months ended March 31, 2014 and 2013.

TDR defaults can result in a higher ALLL and a corresponding higher provision for loan losses because they generally negatively impact the timing of and expected collections from these impaired loans. Impaired loans, which include TDRs, are evaluated for specific additions to the ALLL by subtracting the recorded investment in these impaired loans from their fair values. Fair values are generally determined by the present value of future cash flows, collateral value, or liquidation value. Defaults generally reduce the present value of the future cash flows and can negatively influence the collateral values if the declining real estate values are affecting the sale of collateral.

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OTHER REAL ESTATE OWNED

3 Months Ended

Mar. 31, 2014

Real Estate [Abstract]

OTHER REAL ESTATE OWNED ("OREO")

7. OTHER REAL ESTATE OWNED (“OREO”)

At the time of foreclosure, real estate is recorded at fair market value based on appraised value less estimated costs to sell, such as realtor, legal and recording fees and expenses. Subsequent to foreclosure, properties are appraised annually and adjusted to the lower of carrying amount or fair market value less estimated costs to sell. At March 31, 2014 and December 31, 2013, OREO totaled $3.2 million and $3.0 million, respectively.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

9. COMMITMENTS AND CONTINGENCIES

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

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

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

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

Financial instruments whose contract amounts represent credit risk as of March 31, 2014 and December 31, 2013, respectively, are commitments to extend credit (including availability of lines of credit), and standby letters of credit. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral deemed necessary by the Bank is based on management’s credit evaluation and underwriting guidelines for the particular loan.

Commitments outstanding at March 31, 2014 are summarized in the following table:

	Commercial letters of credit		Other loan commitments		Total commitments
Less than one year	$	122	$	6,250	$	6,372
One to three years		297		5,320		5,617
Three to five years		—		16,981		16,981
More than five years		93		2,379		2,472
Total	$	512	$	30,930	$	31,442

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Details 4) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance	$ 15,727	$ 24,716	$ 26,385
Impaired loans with no related allowance - Recorded Investment	15,742	24,682	26,460
Imapired loans with no related allowance - Interest earned	193	223	1,323
Impaired loans with related allowance - Average Recorded Investment	21,101	17,444	21,529
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance	13,358	1,815	4,262
Impaired loans with allowance - Recorded Investment	13,366	1,815	4,254
Impaired loans with related allowance - Related Allowance	966	524	1,006
Impaired loans with related allowance - Interest earned	155	12	277
Impaired loans with related allowance - Average Recorded Investment	8,810	1,434	2,000
Total impaired loans
Impaired loans with allowance - Unpaid Principal Balance	29,085	26,531	30,647
Impaired loans with allowance - Recorded Investment	29,108	26,497	30,714
Impaired loans with related allowance - Interest earned	348	235	1,600
Impaired loans with related allowance - Average Recorded Investment	29,911	18,878	23,529
Commercial [Member]
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance
Impaired loans with no related allowance - Recorded Investment
Imapired loans with no related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment		295	74
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance
Impaired loans with allowance - Recorded Investment
Impaired loans with related allowance - Related Allowance
Impaired loans with related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment
Commercial Real Estate Construction [Member]
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance	359	366	363
Impaired loans with no related allowance - Recorded Investment	361	366	364
Imapired loans with no related allowance - Interest earned	7	7	28
Impaired loans with related allowance - Average Recorded Investment	362	279	321
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance
Impaired loans with allowance - Recorded Investment
Impaired loans with related allowance - Related Allowance
Impaired loans with related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment
Commercial Real Estate Owner Occupied [Member]
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance	3,159	524	3,181
Impaired loans with no related allowance - Recorded Investment	3,159	524	3,183
Imapired loans with no related allowance - Interest earned	32	8	142
Impaired loans with related allowance - Average Recorded Investment	3,171	581	1,194
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance		237
Impaired loans with allowance - Recorded Investment		237
Impaired loans with related allowance - Related Allowance		209
Impaired loans with related allowance - Interest earned		5
Impaired loans with related allowance - Average Recorded Investment		59	59
Commercial Real Estate Other [Member]
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance	867	6,279	5,486
Impaired loans with no related allowance - Recorded Investment	869	6,279	5,503
Imapired loans with no related allowance - Interest earned	6	59	256
Impaired loans with related allowance - Average Recorded Investment	3,186	4,742	4,858
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance	4,660
Impaired loans with allowance - Recorded Investment	4,676
Impaired loans with related allowance - Related Allowance	5
Impaired loans with related allowance - Interest earned	49
Impaired loans with related allowance - Average Recorded Investment	2,338	501	251
Faith Based Non-Profit Construction [Member]
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance
Impaired loans with no related allowance - Recorded Investment
Imapired loans with no related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance
Impaired loans with allowance - Recorded Investment
Impaired loans with related allowance - Related Allowance
Impaired loans with related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment
Faith Based Non-Profit Owner Occupied [Member]
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance	8,502	14,336	14,151
Impaired loans with no related allowance - Recorded Investment	8,518	14,336	14,203
Imapired loans with no related allowance - Interest earned	128	142	681
Impaired loans with related allowance - Average Recorded Investment	11,361	10,193	12,880
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance	8,075	425	3,510
Impaired loans with allowance - Recorded Investment	8,089	425	3,500
Impaired loans with related allowance - Related Allowance	746	27	931
Impaired loans with related allowance - Interest earned	102	7	242
Impaired loans with related allowance - Average Recorded Investment	5,794	214	631
Faith Based Non-Profit Other [Member]
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance
Impaired loans with no related allowance - Recorded Investment
Imapired loans with no related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance
Impaired loans with allowance - Recorded Investment
Impaired loans with related allowance - Related Allowance
Impaired loans with related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment
Residential Real Estate First Mortgage [Member]
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance	2,750	3,094	3,116
Impaired loans with no related allowance - Recorded Investment	2,744	3,060	3,119
Imapired loans with no related allowance - Interest earned	19	7	213
Impaired loans with related allowance - Average Recorded Investment	2,931	1,258	2,143
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance	545	1,153	621
Impaired loans with allowance - Recorded Investment	523	1,153	623
Impaired loans with related allowance - Related Allowance	196	288	38
Impaired loans with related allowance - Interest earned	3		29
Impaired loans with related allowance - Average Recorded Investment	573	660	1,017
Residential Real Estate Multifamily [Member]
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance
Impaired loans with no related allowance - Recorded Investment
Imapired loans with no related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance
Impaired loans with allowance - Recorded Investment
Impaired loans with related allowance - Related Allowance
Impaired loans with related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment
Residential Real Estate Home Equity [Member]
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance	82	103	77
Impaired loans with no related allowance - Recorded Investment	83	103	77
Imapired loans with no related allowance - Interest earned	1		3
Impaired loans with related allowance - Average Recorded Investment	80	92	50
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance	78		131
Impaired loans with allowance - Recorded Investment	78		131
Impaired loans with related allowance - Related Allowance	19		37
Impaired loans with related allowance - Interest earned	1		6
Impaired loans with related allowance - Average Recorded Investment	105		42
Residential Real Estate Construction [Member]
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance
Impaired loans with no related allowance - Recorded Investment
Imapired loans with no related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance
Impaired loans with allowance - Recorded Investment
Impaired loans with related allowance - Related Allowance
Impaired loans with related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment
Consumer [Member]
Loans with no related allowance recorded:
Impaired loans with no related allowance - Unpaid Principal Balance	8	14	11
Impaired loans with no related allowance - Recorded Investment	8	14	11
Imapired loans with no related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment	10	4	9
Loans with an allowance recorded:
Impaired loans with allowance - Unpaid Principal Balance
Impaired loans with allowance - Recorded Investment
Impaired loans with related allowance - Related Allowance
Impaired loans with related allowance - Interest earned
Impaired loans with related allowance - Average Recorded Investment

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Tables)

3 Months Ended

Mar. 31, 2014

Receivables [Abstract]

Schedule of Allowance for Loan Losses

The activity in the Company’s allowance for loan losses (“ALLL”) for the first three months of 2014 and 2013 and related asset balances at March 31, 2014 and December 31, 2013 is summarized as follows:

	For the Three Months Ended March 31, 2014
							Faith-
							Based			Residential
				Commercial			Non-			Real						Other
(Dollars in thousands)	Commercial			Real Estate			Profit			Estate			Consumer			Loans			Unallocated		Total
ALLL:
Total ending ALLL balances as of December 31, 2013	$	184		$	808		$	1,883		$	493		$	19		$	106		$	—	$	3,493
For the three months ended March 31, 2014
Charge-offs		—			—			—			(7	)		(1	)		(6	)		—		(14	)
Recoveries		—			—			—			4			—			3			—		7
Provision for loan losses		(6	)		(109	)		(87	)		122			1			(66	)		145		—
Total ending ALLL balances as of March 31, 2014	$	178		$	699		$	1,796		$	612		$	19		$	37		$	145	$	3,486

	For the Three Months Ended March 31, 2013
						Faith-
						Based		Residential
				Commercial		Non-		Real						Other
(Dollars in thousands)	Commercial			Real Estate		Profit		Estate			Consumer			Loans			Unallocated			Total
ALLL:
Total ending ALLL balances as of December 31, 2012	$	90		$	881	$	1,246	$	937		$	30		$	54		$	261		$	3,499
For the three months ended March 31, 2013
Charge-offs		—			—		—		—			(7	)		—			—			(7	)
Recoveries		—			—		—		4			5			—			—			9
Provision for loan losses		(14	)		311		32		(90	)		(1	)		(6	)		(232	)		—
Total ending ALLL balances as of March 31, 2013	$	76		$	1,192	$	1,278	$	851		$	27		$	48		$	29		$	3,501

	March 31, 2014
					Faith
					Based
			Commercial		Non-		Residential				Other
(Dollars in thousands)	Commercial		Real Estate		Profit		Real Estate		Consumer		Loans		Unallocated		Total
ALLL:
Ending ALLL balance attributable to loans:
Individually evaluated for impairment	$	—	$	5	$	746	$	214	$	—	$	—	$	—	$	965
Collectively evaluated for impairment		178		694		1,050		398		19		37		145		2,521
Total ending ALLL balance	$	178	$	699	$	1,796	$	612	$	19	$	37	$	145	$	3,486
Loans:
Loans individually evaluated for impairment	$	—	$	9,044	$	16,577	$	3,427	$	8	$	—	$	—	$	29,056
Loans collectively evaluated for impairment		12,118		42,999		74,848		24,628		1,333		2,050		—		157,976
Total ending loans balance	$	12,118	$	52,043	$	91,425	$	28,055	$	1,341	$	2,050	$	—	$	187,032

	December 31, 2013
					Faith
					Based
			Commercial		Non-		Residential				Other
(Dollars in thousands)	Commercial		Real Estate		Profit		Real Estate		Consumer		Loans		Unallocated		Total
ALLL:
Ending ALLL balance attributable to loans:
Individually evaluated for impairment	$	—	$	—	$	931	$	75	$	—	$	—	$	—	$	1,006
Collectively evaluated for impairment		184		808		952		418		19		106		—		2,487
Total ending ALLL balance	$	184	$	808	$	1,883	$	493	$	19	$	106	$	—	$	3,493
Loans:
Loans individually evaluated for impairment	$	—	$	9,029	$	17,661	$	3,947	$	11	$	—	$	—	$	30,648
Loans collectively evaluated for impairment		12,344		50,060		67,802		24,966		1,329		2,326		—		158,827
Total ending loans balance	$	12,344	$	59,089	$	85,463	$	28,913	$	1,340	$	2,326	$	—	$	189,475

Loan Portfolio Schedule

A portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its ALLL. The composition of the loan portfolio, net of deferred fees and costs, by loan classification as of March 31, 2014 and December 31, 2013 was as follows:

(Dollars in thousands)	March 31, 2014			December 31, 2013
Commercial	$	12,118		$	12,344
Commercial real estate:
Construction		498			4,758
Owner occupied		23,117			22,186
Other		28,428			32,145
Faith-based non-profit:
Construction		7,129			—
Owner Occupied		82,373			78,761
Other		1,923			6,702
Residential real estate:
First mortgage		21,589			22,350
Multifamily		3,185			3,271
Home equity		2,883			3,051
Construction		398			241
Consumer		1,341			1,340
Other loans		2,050			2,326
Loans, net of deferred fees		187,032			189,475
ALLL		(3,486	)		(3,493	)
Loans, net of ALLL	$	183,546		$	185,982

Schedule of Past Due loans

The following tables show past due loans and loans past due 90 days or more and still accruing for the quarters ended March 31, 2014 and December 31, 2013:

					90 Days
March 31, 2014	30-59 Days		60-89 Days		Or More		Total Past
(Dollars in thousands)	Past Due		Past Due		Past Due		Due		Current		Total
Commercial	$	—	$	—	$	—	$	—	$	12,118	$	12,118
Commercial real estate:
Construction		—		—		—		—		498		498
Owner occupied		2,387		—		2,770		5,157		17,960		23,117
Other		33		910		532		1,475		26,953		28,428
Faith-based non-profit:
Construction		—		67		—		67		7,062		7,129
Owner Occupied		679		484		380		1,543		80,830		82,373
Other		—		—		—		—		1,923		1,923
Residential real estate:
First mortgage		3,635		282		2,349		6,266		15,323		21,589
Multifamily		—		—		—		—		3,185		3,185
Home equity		58		4		202		264		2,619		2,883
Construction		—		—		—		—		398		398
Consumer		—		14		8		22		1,319		1,341
Other loans		—		—		—		—		2,050		2,050
Total	$	6,792	$	1,761	$	6,241	$	14,794	$	172,238	$	187,032

					90 Days
December 31, 2013	30-59 Days		60-89 Days		Or More		Total Past
(Dollars in thousands)	Past Due		Past Due		Past Due		Due		Current		Total
Commercial	$	—	$	4	$	—	$	4	$	12,340	$	12,344
Commercial real estate:
Construction		—		—		—		—		4,758		4,758
Owner occupied		77		—		2,675		2,752		19,434		22,186
Other		—		—		642		642		31,503		32,145
Faith-based non-profit:
Construction		—		—		—		—		—		—
Owner Occupied		2,859		29		333		3,221		75,540		78,761
Other		1		—		—		1		6,701		6,702
Residential real estate:
First mortgage		747		275		2,602		3,624		18,726		22,350
Multifamily		—		—		—		—		3,271		3,271
Home equity		241		—		118		359		2,692		3,051
Construction		—		—		—		—		241		241
Consumer		6		3		9		18		1,322		1,340
Other loans		—		—		—		—		2,326		2,326
Total	$	3,931	$	311	$	6,379	$	10,621	$	178,854	$	189,475

Schedule of Impaired Loans

The recorded investment and related information for impaired loans is summarized as follows for March 31, 2014 and December 31, 2013:

	March 31, 2014
							Interest
	Unpaid						Earned		Average
	Principal		Recorded		ALLL		For the		Recorded
(Dollars in thousands)	Balance		Investment		Allocated		Year		Investment
With no related allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		359		361		—		7		362
Owner occupied		3,159		3,159		—		32		3,171
Other		867		869		—		6		3,186
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		8,502		8,518		—		128		11,361
Other		—		—		—		—		—
Residential real estate:
First mortgage		2,750		2,744		—		19		2,931
Multifamily		—		—		—		—		—
Home equity		82		83		—		1		80
Construction		—		—		—		—		—
Consumer		8		8		—		—		10
Impaired loans with no allowance recorded	$	15,727	$	15,742	$	—	$	193	$	21,101
With an allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		—		—		—		—		—
Owner occupied		—		—		—		—		—
Other		4,660		4,676		5		49		2,338
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		8,075		8,089		746		102		5,794
Other		—		—		—		—		—
Residential real estate:
First mortgage		545		523		196		3		573
Multifamily		—		—		—		—		—
Home equity		78		78		19		1		105
Construction		—		—		—		—		—
Consumer		—		—		—		—		—
Impaired loans with allowance recorded	$	13,358	$	13,366	$	966	$	155	$	8,810
Impaired loans	$	29,085	$	29,108	$	966	$	348	$	29,911

	March 31, 2013
	At end of period						For Period Ended
	Unpaid						Interest		Average
	Principal		Recorded		ALLL		Income		Recorded
(Dollars in thousands)	Balance		Investment		Allocated		Recognized		Investment
With no related allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	295
Commercial real estate:
Construction		366		366		—		7		279
Owner occupied		524		524		—		8		581
Other		6,279		6,279		—		59		4,742
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		14,336		14,336		—		142		10,193
Other		—		—		—		—		—
Residential real estate:
First mortgage		3,094		3,060		—		7		1,258
Multifamily		—		—		—		—		—
Home equity		103		103		—		—		92
Construction		—		—		—		—		—
Consumer		14		14		—		—		4
Impaired loans with no allowance recorded	$	24,716	$	24,682	$	—	$	223	$	17,444
With an allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		—		—		—		—		—
Owner occupied		237		237		209		5		59
Other		—		—		—		—		501
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		425		425		27		7		214
Other		—		—		—		—		—
Residential real estate:
First mortgage		1,153		1,153		288		—		660
Multifamily		—		—		—		—		—
Home equity		—		—		—		—		—
Construction		—		—		—		—		—
Consumer		—		—		—		—		—
Impaired loans with allowance recorded	$	1,815	$	1,815	$	524	$	12	$	1,434
Impaired loans	$	26,531	$	26,497	$	524	$	235	$	18,878

	December 31, 2013
							Interest
	Unpaid						Earned		Average
	Principal		Recorded		ALLL		For the		Recorded
(Dollars in thousands)	Balance		Investment		Allocated		Year		Investment
With no related allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	74
Commercial real estate:
Construction		363		364		—		28		321
Owner occupied		3,181		3,183		—		142		1,194
Other		5,486		5,503		—		256		4,858
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		14,151		14,203		—		681		12,880
Other		—		—		—		—		—
Residential real estate:
First mortgage		3,116		3,119		—		213		2,143
Multifamily		—		—		—		—		—
Home equity		77		77		—		3		50
Construction		—		—		—		—		—
Consumer		11		11		—		—		9
Impaired loans with no allowance recorded	$	26,385	$	26,460	$	—	$	1,323	$	21,529
With an allowance recorded:
Commercial	$	—	$	—	$	—	$	—	$	—
Commercial real estate:
Construction		—		—		—		—		—
Owner occupied		—		—		—		—		59
Other		—		—		—		—		251
Faith based non-profit:
Construction		—		—		—		—		—
Owner occupied		3,510		3,500		931		242		631
Other		—		—		—		—		—
Residential real estate:
First mortgage		621		623		38		29		1,017
Multifamily		—		—		—		—		—
Home equity		131		131		37		6		42
Construction		—		—		—		—		—
Consumer		—		—		—		—		—
Impaired loans with allowance recorded	$	4,262	$	4,254	$	1,006	$	277	$	2,000
Impaired loans	$	30,647	$	30,714	$	1,006	$	1,600	$	23,529

Schedule of non-accrual loans

The following table presents the recorded investment in non-accrual loans and loans past due over 90 days still on accrual by class of loans as of March 31, 2014 and December 31, 2013, respectively:

					90 Days
					or More
					Past Due
March 31, 2014					Still
(Dollars in thousands)	Non-accrual		Number		Accruing		Number
Commercial	$	—		—	$	—		—
Commercial real estate:
Construction		—		—		—		—
Owner occupied		2,655		3		151		1
Other		532		3		—		—
Faith-based non-profit:
Construction		—		—		—		—
Owner Occupied		28		1		353		2
Other		—		—		—		—
Residential real estate:
First mortgage		3,124		40		251		4
Multifamily		—		—		—		—
Home equity		102		6		109		2
Construction		—		—		—		—
Consumer		8		1		—		—
Other loans		—		—		—		—
Total	$	6,449		54	$	864		9

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

Loans by risk category

The following is a breakdown of loans by risk categories at March 31, 2014 and December 31, 2013:

March 31, 2014
(Dollars in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Commercial	$	12,117	$	—	$	1	$	—	$	12,118
Commercial real estate:
Construction		139		—		359		—		498
Owner occupied		17,741		1,430		3,946		—		23,117
Other		24,710		2,699		1,019		—		28,428
Faith-based non-profit:
Construction		7,129		—		—		—		7,129
Owner Occupied		71,058		4,395		6,920		—		82,373
Other		1,923		—		—		—		1,923
Residential real estate:
First mortgage		17,691		421		3,477		—		21,589
Multifamily		3,091		32		62		—		3,185
Home equity		2,511		—		372		—		2,883
Construction		398		—		—		—		398
Consumer		1,328		—		13		—		1,341
Other loans		2,050		—		—		—		2,050
Total	$	161,886	$	8,977	$	16,169	$	—	$	187,032

December 31, 2013
(Dollars in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Commercial	$	12,342	$	—	$	2	$	—	$	12,344
Commercial real estate:
Construction		4,396		—		362		—		4,758
Owner occupied		17,586		625		3,975		—		22,186
Other		27,584		2,703		1,858		—		32,145
Faith-based non-profit:
Construction		—		—		—		—		—
Owner Occupied		66,626		7,474		4,661		—		78,761
Other		6,701		1		—		—		6,702
Residential real estate:
First mortgage		17,890		427		4,033		—		22,350
Multifamily		3,171		38		62		—		3,271
Home equity		2,668		—		383		—		3,051
Construction		241		—		—		—		241
Consumer		1,323		—		17		—		1,340
Other loans		2,326		—		—		—		2,326
Total	$	162,854	$	11,268	$	15,353	$	—	$	189,475

Schedule of Troubled Debt Restructurings

The following tables present TDRs as of March 31, 2014 and December 31, 2013.

	Troubled Debt Restructurings
	March 31, 2014
					Non-accrual				Total
	Accrual Status				Status				Modifications
(Dollars in thousands)	Number		Amount		Number		Amount		Number		Amount
Commercial real estate:
Construction		2	$	359		—	$	—		2	$	359
Owner occupied		4		504		1		2,576		5		3,080
Other		5		4,994		—		—		5		4,994
Faith-based non-profit:
Owner occpied		21		17,545		1		28		22		17,573
Residential real estate:
First mortgage		1		29		2		222		3		251
		33	$	23,431		4	$	2,826		37	$	26,257

	Troubled Debt Restructurings
	December 31, 2013
					Non-accrual				Total
	Accrual Status				Status				Modifications
(Dollars in thousands)	Number		Amount		Number		Amount		Number		Amount
Commercial real estate:
Construction		2	$	362		—	$	—		2	$	362
Owner occupied		4		506		1		2,598		5		3,104
Other		5		4,953		—		—		5		4,953
Faith-based non-profit:
Owner occpied		21		17,632		1		29		22		17,661
Residential real estate:
First mortgage		1		29		3		244		4		273
		33	$	23,482		5	$	2,871		38	$	26,353

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INVESTMENT SECURITIES (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Securities in an Unrealized Loss Position for Less than 12 Months
Fair Value	$ 33,944	$ 53,685
Unrealized Losses	(339)	(791)
Securities in an Unrealized Loss Position for More than 12 Months
Fair Value	5,424	20
Unrealized Losses	(186)
Securities Total
Total Fair Value	39,368	53,705
Total Unrealized Losses	(525)	(791)
US government agencies [Member]
Securities in an Unrealized Loss Position for Less than 12 Months
Fair Value	3,439	6,766
Unrealized Losses	(57)	(234)
Securities in an Unrealized Loss Position for More than 12 Months
Fair Value	935
Unrealized Losses	(65)
Securities Total
Total Fair Value	4,374	6,766
Total Unrealized Losses	(122)	(234)
Government sponsored MBS - Residential [Member]
Securities in an Unrealized Loss Position for Less than 12 Months
Fair Value	29,945	46,373
Unrealized Losses	(248)	(506)
Securities in an Unrealized Loss Position for More than 12 Months
Fair Value	4,489	20
Unrealized Losses	(121)
Securities Total
Total Fair Value	34,434	46,393
Total Unrealized Losses	(369)	(506)
Municipal securities - North Carolina [Member]
Securities in an Unrealized Loss Position for Less than 12 Months
Fair Value	560	546
Unrealized Losses	(34)	(51)
Securities in an Unrealized Loss Position for More than 12 Months
Fair Value
Unrealized Losses
Securities Total
Total Fair Value	560	546
Total Unrealized Losses	$ (34)	$ (51)

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COMMITMENTS AND CONTINGENCIES (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Guarantee Obligations less than 1 year	$ 6,372
Guarantee Obligations 1 to 3 years	5,617
Guarantee Obligations 3 to 5 years	16,981
Guarantee Obligations more than 5 years	2,472
Obligations to extend credit	31,442
Commerical Letters of Credit [Member]
Guarantee Obligations less than 1 year	122
Guarantee Obligations 1 to 3 years	297
Guarantee Obligations 3 to 5 years
Guarantee Obligations more than 5 years	93
Obligations to extend credit	512
Other Commercial Loan Commitments [Member]
Guarantee Obligations less than 1 year	6,250
Guarantee Obligations 1 to 3 years	5,320
Guarantee Obligations 3 to 5 years	16,981
Guarantee Obligations more than 5 years	2,379
Obligations to extend credit	$ 30,930

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 277	$ 10
Investment Securites
Unrealized holding gains (losses) on securities available for sale	310	(76)
Tax Effect	(117)	8
Net of tax amount	193	(68)
Defined benefit pension plans:
Net actuarial gain	(54)	(90)
Tax effect
Prior Service Cost	54	90
Tax effect
Net of tax amount
Other comprehensive income (loss), net of tax	193	(68)
Comprehensive income (loss)	$ 470	$ (58)

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FHLB STOCK

3 Months Ended

Mar. 31, 2014

Fhlb Stock

FHLB STOCK

3. FHLB STOCK

To be a member of the FHLB System, the Bank is required to maintain an investment in capital stock of the FHLB in an amount equal to 0.09% and 0.12% at March 31, 2014 and December 31, 2013, respectively, of its total assets as of December 31 of the prior year (up to a maximum of $15.0 million and $20.0 million at March 31, 2014 and December 31, 2013, respectively), plus 4.5% of its outstanding FHLB advances. The carrying value of FHLB stock, which is included in Other Invested Assets, on the Consolidated Balance Sheets, as of March 31, 2014 and December 31, 2013 was $0.3 million and $0.4 million, respectively. No ready market exists for the FHLB stock, and it has no quoted market value; however, management believes that the cost approximates the market value as of March 31, 2014 and December 31, 2013. The FHLB, of which the Bank is a member, has been impacted by the Recession that began in 2008. Management has reviewed its investment in FHLB stock for impairment and does not believe it is impaired as of March 31, 2014 or December 31, 2013.

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INVESTMENT SECURITIES (Details Narrative) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014 N	Dec. 31, 2013 N
Investment securities available for sale, at fair value	$ 66,756	$ 65,919
Number of investment positions	56	68
Aggregate gross realized losses	525	791
Pledged to Federal Reserve Bank [Member]
Funds pledged for public deposits	1,000	1,000
Pledged to Public Housing [Member]
Funds pledged for public deposits	3,800	3,500
Pledged to NC State Treasurer [Member]
Funds pledged for public deposits	$ 20,100	$ 15,400

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Details Narrative) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Receivables [Abstract]
Net charge-offs	$ 7	$ 2
Annualized Net Charge-offs, percentage	0.02%	0.00%	0.19%
Concentration risk - percentage of financing receivables in faith-based non-profit organizations	48.88%
Concentration risk - percentage of reserve allocated to faith-based non-profit organizations	51.52%
Reserve for unfunded commitments	20,400		12,500
Unrecognized income on non-accrual loans	$ 200,000		$ 500,000

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ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Note [Abstract]

Schedule of changes in Accumulated Other Comprehensive Income (Loss) by Component

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT
For The Three Months Ended March 31, 2014 and 2013
(Dollars in thousands)
(Unaudited)
	Unrealized Gains and Losses on Available-for- Sale Securities			Defined Benefit Pension Items			Total
Balance as of December 31, 2012	$	426		$	(1,834	)	$	(1,408	)
Other comprehensive loss before reclassifications		(68	)		—			(68	)
Amounts reclassified from accumulated other comprehensive loss		—			—			—
Net current-period other comprehensive loss		(68	)		—			(68	)
Balance as of March 31, 2013	$	358		$	(1,834	)	$	(1,476	)
Balance as of December 31, 2013	$	(405	)	$	(1,020	)	$	(1,425	)
Other comprehensive loss before reclassifications		193			—			193
Amounts reclassified from accumulated other comprehensive loss		—			—			—
Net current-period other comprehensive loss		193			—			193
Balance as of March 31, 2014	$	(212	)	$	(1,020	)	$	(1,232	)

All amounts are net of tax.