Edgar Filing: Village Bank & Trust Financial Corp.

f10qvfc063013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 10-Q

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

oTRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE EXCHANGE ACT

For the transition period from ______ to ______

____________

Commission file number: 0-50765

VILLAGE BANK AND TRUST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Virginia		16-1694602
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

15521 Midlothian Turnpike, Midlothian, Virginia		23113
(Address of principal executive offices)		(Zip code)

804-897-3900
(Registrant’s telephone number, including area code)

Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 S 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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer £	Accelerated Filer £
Non-Accelerated Filer £ (Do not check if smaller reporting company)	Smaller Reporting Company x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

4,251,795 shares of common stock, $4.00 par value, outstanding as of August 6, 2013

Table of Contents

Village Bank and Trust Financial Corp.

Form 10-Q

TABLE OF CONTENTS

Part I – Financial Information

	Item 1. Financial Statements

	Consolidated Balance Sheets
	June 30, 2013 (unaudited) and December 31, 2012		3

	Consolidated Statements of Operations
	For the Three and Six Months Ended
	June 30, 2013 and 2012 (unaudited)		4

	Consolidated Statements of Comprehensive Income (Loss)
	For the Three and Six Months Ended
	June 30, 2013 and 2012 (unaudited)		5

	Consolidated Statements of Stockholders’ Equity
	For the Six Months Ended
	June 30, 2013 and 2012 (unaudited)		6

	Consolidated Statements of Cash Flows
	For the Six Months Ended
	June 30, 2013 and 2012 (unaudited)		7

	Notes to Condensed Consolidated Financial Statements (unaudited)		8

	Item 2. Management’s Discussion and Analysis of Financial Condition
		and Results of Operations	40

	Item 3. Quantitative and Qualitative Disclosures About Market Risk		64

	Item 4. Controls and Procedures		64

Part II – Other Information

	Item 1. Legal Proceedings		65

	Item 1A. Risk Factors		65

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		65

	Item 3. Defaults Upon Senior Securities		65

	Item 4. Mine Safety Disclosures		65

	Item 5. Other Information		65

	Item 6. Exhibits		65

Signatures			66

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

Village Bank and Trust Financial Corp. and Subsidiary
Consolidated Balance Sheets
June 30, 2013 (Unaudited) and December 31, 2012


	June 30,			December 31,
	2013			2012
Assets
Cash and due from banks	$	11,880,261		$	13,945,105
Federal funds sold		36,085,297			39,185,837
Total cash and cash equivalents		47,965,558			53,130,942
Investment securities available for sale		58,066,627			25,154,046
Loans held for sale		19,759,383			24,188,384
Loans
Outstandings		305,616,025			354,910,266
Allowance for loan losses		(9,609,777	)		(10,807,827	)
Deferred fees and costs		735,523			787,823
		296,741,771			344,890,262
Premises and equipment, net		23,679,346			25,815,342
Accrued interest receivable		1,796,514			1,676,518
Bank owned life insurance		6,671,315			6,575,018
Other real estate owned		22,043,634			20,203,691
Other assets		7,259,084			8,453,169

	$	483,983,232		$	510,087,372

Liabilities and Stockholders' Equity
Liabilities
Deposits
Noninterest bearing demand	$	60,572,546		$	57,049,348
Interest bearing		358,422,792			379,273,614
		418,995,338			436,322,962
Federal Home Loan Bank advances		23,000,000			28,000,000
Long-term debt - trust preferred securities		8,764,000			8,764,000
Other borrowings		4,425,432			4,851,811
Accrued interest payable		1,033,000			911,635
Other liabilities		5,674,622			6,272,163
Total liabilities		461,892,392			485,122,571

Stockholders' equity
Preferred stock, $4 par value, $1,000 liquidation preference,
1,000,000 shares authorized, 14,738 shares issued and outstanding		58,952			58,952
Common stock, $4 par value - 10,000,000 shares authorized;
4,251,795 shares issued and outstanding at June 30, 2013
4,251,795 shares issued and outstanding at December 31, 2012		17,007,180			17,007,180
Additional paid-in capital		40,705,740			40,705,257
Retained earnings (deficit)		(33,538,205	)		(33,173,525	)
Common stock warrant		732,479			732,479
Discount on preferred stock		(124,698	)		(198,993	)
Accumulated other comprehensive loss		(2,750,608	)		(166,549	)
Total stockholders' equity		22,090,840			24,964,801

	$	483,983,232		$	510,087,372

See accompanying notes to consolidated financial statements.

Table of Contents

Village Bank and Trust Financial Corp. and Subsidiary
Consolidated Statements of Operations
Three and Six Months Ended June 30 2013 and 2012
(Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013			2012
Interest income
Loans	$	4,622,050	$	5,614,263		$	9,765,001		$	11,513,471
Investment securities		238,816		215,196			426,915			365,545
Federal funds sold		27,899		11,621			53,014			32,553
Total interest income		4,888,765		5,841,080			10,244,930			11,911,569

Interest expense
Deposits		950,224		1,245,465			1,992,608			2,604,018
Borrowed funds		218,952		244,135			443,345			535,121
Total interest expense		1,169,176		1,489,600			2,435,953			3,139,139

Net interest income		3,719,589		4,351,480			7,808,977			8,772,430
Provision for loan losses		-		6,660,000			823,000			8,395,000
Net interest income (loss) after provision
for loan losses		3,719,589		(2,308,520	)		6,985,977			377,430

Noninterest income
Service charges and fees		633,782		540,335			1,145,286			1,047,978
Gain on sale of loans		2,372,400		2,191,229			4,328,117			3,941,892
Gain on sale of assets		-		-			598,182			-
Gain on sale of investment securities		126,812		99,470			216,879			263,677
Rental income		214,329		182,199			426,959			393,197
Other		110,303		121,896			296,608			211,855
Total noninterest income		3,457,626		3,135,129			7,012,031			5,858,599

Noninterest expense
Salaries and benefits		3,519,142		3,305,869			6,958,550			6,404,093
Occupancy		513,237		579,931			1,070,166			1,160,800
Equipment		179,274		202,616			357,129			407,980
Supplies		118,310		105,311			223,582			197,213
Professional and outside services		637,417		733,909			1,323,777			1,369,291
Advertising and marketing		79,260		47,983			142,561			124,046
Expenses related to foreclosed real estate		751,867		677,848			2,274,501			1,796,623
Other operating expenses		789,612		1,027,500			1,569,680			2,030,721
Total noninterest expense		6,588,119		6,680,967			13,919,946			13,490,767

Net income (loss) before income taxes		589,096		(5,854,358	)		78,062			(7,254,738	)
Income tax expense (benefit)		-		3,881,914			-			3,881,914

Net income (loss)		589,096		(9,736,272	)		78,062			(11,136,652	)

Preferred stock dividends and amortization of discount		221,414		185,449			442,742			405,898

Net income (loss) available to common shareholders	$	367,682	$	(9,921,721	)	$	(364,680	)	$	(11,542,550	)

Earnings (loss) per share, basic	$	0.09	$	(2.33	)	$	(0.09	)	$	(2.72	)
Earnings (loss) per share, diluted	$	0.09	$	(2.33	)	$	(0.09	)	$	(2.72	)

See accompanying notes to consolidated financial statements.

Table of Contents

Village Bank and Trust Financial Corp. and Subsidiary
Consolidated Statements of Changes in Comprehensive Income (Loss)
Three and Six Months Ended June 30, 2013 and 2012
(Unaudited)

	Three Months Ended June 30,
	2013									2012
				Tax									Tax
				Expense									Expense
	Amount			(Benefit)			Total			Amount			(Benefit)			Total

Net income (loss)	$	589,096		$	-		$	589,096		$	(5,854,358	)	$	3,881,914		$	(9,736,272	)
Other comprehensive income (loss)
Unrealized holding gains (losses) arising during
the period		(3,726,023	)		(1,266,848	)		(2,459,175	)		1,046,534			355,822			690,712
Reclassification adjustment for gains (losses)
realized in income		(126,812	)		(43,116	)		(83,696	)		(99,470	)		(33,820	)		(65,650	)
Minimum pension adjustment		3,250			1,105			2,145			3,250			1,105			2,145
Total other comprehensive income (loss)		(3,849,585	)		(1,308,859	)		(2,540,726	)		950,314			323,107			627,207

Total comprehensive income (loss)	$	(3,260,489	)	$	(1,308,859	)	$	(1,951,630	)	$	(4,904,044	)	$	4,205,021		$	(9,109,065	)

	Six Months Ended June 30,
	2013									2012
				Tax									Tax
				Expense									Expense
	Amount			(Benefit)			Total			Amount			(Benefit)			Total

Net income (loss)	$	78,062		$	-		$	78,062		$	(7,254,738	)	$	3,881,914		$	(11,136,652	)
Other comprehensive income (loss)
Unrealized holding gains (losses) arising during
the period		(3,704,862	)		(1,259,653	)		(2,445,209	)		665,929			226,416			439,513
Reclassification adjustment for gains (losses)
realized in income		(216,879	)		(73,739	)		(143,140	)		(263,677	)		(89,650	)		(174,027	)
Minimum pension adjustment		6,500			2,210			4,290			6,500			2,210			4,290
Total other comprehensive income (loss)		(3,915,241	)		(1,331,182	)		(2,584,059	)		408,752			138,976			269,776

Total comprehensive income (loss)	$	(3,837,179	)	$	(1,331,182	)	$	(2,505,997	)	$	(6,845,986	)	$	4,020,890		$	(10,866,876	)


See accompanying notes to consolidated financial statements.

Table of Contents

Village Bank and Trust Financial Corp. and Subsidiary
Consolidated Statements of Stockholders' Equity
Six Months Ended June 30, 2013 and 2012
(Unaudited)

																Accumulated
					Additional			Retained					Discount on			Other
	Preferred		Common		Paid-in			Earnings					Preferred			Comprehensive
	Stock		Stock		Capital			(Deficit)			Warrant		Stock			Income (loss)			Total


Balance, December 31, 2012	$	58,952	$	17,007,180	$	40,705,257		$	(33,173,525	)	$	732,479	$	(198,993	)	$	(166,549	)	$	24,964,801
Amortization of preferred stock
discount		-							(74,295	)		-		74,295						-
Preferred stock dividend		-		-					(368,447	)		-		-			-			(368,447	)
Stock based compensation						483														483
Minimum pension adjustment
(net of income taxes of $2,917)		-		-		-			-			-		-			4,290			4,290
Net income		-		-		-			78,062			-		-			-			78,062
Change in unrealized gain (loss) on
investment securities available-for-sale,
net of reclassification and tax effect		-		-		-			-			-		-			(2,588,349	)		(2,588,349	)

Balance, June 30, 2013	$	58,952	$	17,007,180	$	40,705,740		$	(33,538,205	)	$	732,479	$	(124,698	)	$	(2,750,608	)	$	22,090,840

Balance, December 31, 2011	$	58,952	$	16,973,512	$	40,732,178		$	(21,895,557	)	$	732,479	$	(346,473	)	$	(7,449	)	$	36,247,642
Amortization of preferred stock
discount		-							(73,552	)		-		73,552						-
Preferred stock dividend		-		-					(332,336	)		-		-			-			(332,336	)
Issuance of common stock		-		33,668		(33,668	)		-			-		-			-			-
Stock based compensation						5,511														5,511
Minimum pension adjustment
(net of income taxes of $2,917)		-		-		-			-			-		-			4,290			4,290
Net loss		-		-		-			(11,136,652	)		-		-			-			(11,136,652	)
Change in unrealized gain (loss) on
investment securities available-for-sale,
net of reclassification and tax effect		-		-		-			-			-		-			265,486			265,486

Balance, June 30, 2012	$	58,952	$	17,007,180	$	40,704,021		$	(33,438,097	)	$	732,479	$	(272,921	)	$	262,327		$	25,053,941


See accompanying notes to consolidated financial statements.

Table of Contents

Village Bank and Trust Financial Corp. and Subsidiary
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2013 and 2012
(Unaudited)
	2013			2012

Cash Flows from Operating Activities
Net income (loss)	$	78,062		$	(11,136,652	)
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization		655,794			764,926
Deferred income taxes		(39,413	)		(4,290,620	)
Valuation allowance		-			6,281,101
Provision for loan losses		823,000			8,395,000
Write-down of other real estate owned		645,725			943,560
Gain on securities sold		(216,879	)		(263,677	)
Gain on loans sold		(4,328,117	)		(3,941,892	)
Gain on sale of premises and equipment		(598,182	)		-
Loss on sale of other real estate owned		234,674			43,618
Stock compensation expense		483			5,511
Proceeds from sale of mortgage loans		150,969,801			140,739,661
Origination of mortgage loans for sale		(142,212,683	)		(140,358,872	)
Amortization of premiums and accretion of discounts on securities, net		186,752			130,888
(Increase) decrease in interest receivable		(119,996	)		136,377
Increase in bank owned life insurance		(96,297	)		(94,030	)
Decrease in other assets		2,571,181			5,901,368
Increase in interest payable		121,365			111,534
Decrease in other liabilities		(965,988	)		(4,021,113	)
Net cash provided by (used in) operating activities		7,709,282			(653,312	)

Cash Flows from Investing Activities
Purchases of available for sale securities		(52,134,093	)		(36,395,416	)
Proceeds from the sale or calls of available for sale securities		15,329,897			28,804,399
Proceeds from maturities and principal payments of available for sale securities		-			1,593,068
Net decrease in loans		42,394,400			14,634,257
Proceeds from sale of other real estate owned		2,210,749			1,129,343
Purchases of premises and equipment		396,760			(224,896	)
Proceeds from sale of premises and equipment		1,681,624			-
Net cash provided by investing activities		9,879,337			9,540,755

Cash Flows from Financing Activities
Net decrease in deposits		(17,327,624	)		(35,101,144	)
Net decrease in Federal Home Loan Bank Advances		(5,000,000	)		(8,750,000	)
Net decrease in other borrowings		(426,379	)		(716,317	)
Net cash used in financing activities		(22,754,003	)		(44,567,461	)

Net decrease in cash and cash equivalents		(5,165,384	)		(35,680,018	)
Cash and cash equivalents, beginning of period		53,130,942			62,786,016

Cash and cash equivalents, end of period	$	47,965,558		$	27,105,998

Supplemental Schedule of Non Cash Activities
Real estate owned assets acquired in settlement of loans	$	4,931,091		$	10,616,434
Dividends on preferred stock accrued	$	364,680		$	332,336

See accompanying notes to consolidated financial statements.

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Village Bank and Trust Financial Corp. and Subsidiary

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended June 30, 2013 and 2012

(Unaudited)

Note 1 - Principles of presentation

Village Bank and Trust Financial Corp. (the “Company”) is the holding company of Village Bank (the “Bank”). The consolidated financial statements include the accounts of the Company, the Bank and the Bank’s three wholly-owned subsidiaries, Village Bank Mortgage Company, Village Insurance Agency, Inc., and Village Financial Services Company. All material intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying condensed consolidated financial statements of the Company have been prepared on the accrual basis in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, all adjustments that are, in the opinion of management, necessary for a fair presentation have been included. The results of operations for the three and six month periods ended June 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes to financial statements that are presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission.

Note 2 - Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheets and statements of income for the period. Actual results could differ significantly from those estimates. A material estimate that is particularly susceptible to significant change in the near term relates to the determination of the allowance for loan losses and the related provision.

Note 3 - Earnings (loss) per common share

The following table presents the basic and diluted earnings per share computations:

Table of Contents


	Three Months Ended June 30,					Six Months Ended June 30,
	2013		2012			2013			2012
Numerator
Net income (loss) - basic and diluted	$	589,096	$	(9,736,272	)	$	78,062		$	(11,136,652	)
Preferred stock dividend and accretion		221,414		185,449			442,742			405,898
Net income (loss) available to common
shareholders	$	367,682	$	(9,921,721	)	$	(364,680	)	$	(11,542,550	)

Denominator
Weighted average shares outstanding - basic		4,251,795		4,250,579			4,251,795			4,250,579
Dilutive effect of common stock options and
restricted stock awards		2,292		-			2,292			-

Weighted average shares outstanding - diluted		4,254,087		4,250,579			4,254,087			4,250,579

Earnings (loss) per share - basic and diluted
Earnings (loss) per share - basic	$	0.09	$	(2.33	)	$	(0.09	)	$	(2.72	)
Effect of dilutive common stock options		-		-			-			-

Earnings (loss) per share - diluted	$	0.09	$	(2.33	)	$	(0.09	)	$	(2.72	)

Outstanding options and warrants to purchase common stock were considered in the computation of diluted earnings per share for the periods presented. Stock options for 247,630 shares of common stock were not included in computing diluted earnings per share for the three and six months ended June 30, 2013 and 2012 because their effects were anti-dilutive. Warrants for 499,029 shares of common stock were not included in computing earnings per share in 2013 and 2012 because their effects were also anti-dilutive.

Note 4 – Investment securities available for sale

At June 30, 2013 and December 31, 2012, all of our securities were classified as available-for-sale. The following table presents the composition of our investment portfolio at the dates indicated (dollars in thousands).

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					Gross		Gross			Estimated
	Par		Amortized		Unrealized		Unrealized			Fair		Average
	Value		Cost		Gains		Losses			Value		Yield
June 30, 2013

US Treasury
Five to ten years	$	8,000	$	7,816	$	-	$	(300	)	$	7,516		2.13	%
		8,000		7,816		-		(300	)		7,516		2.13	%

US Government Agencies
One to Five years		2,000		2,006		-		(76	)		1,930		0.81	%
Five to ten years		31,625		33,838		-		(2,175	)		31,663		1.74	%
More than ten years		2,000		1,982		-		(179	)		1,803		2.22	%
		35,625		37,826		-		(2,430	)		35,396		1.71	%
Mortgage-backed securities
More than ten years		1,201		1,253		9		(1	)		1,261		1.10	%
Total		1,201		1,253		9		(1	)		1,261		1.10	%

Municipals
Five to ten years		6,155		6,726		-		(501	)		6,225		2.72	%
More than ten years		6,780		8,476		-		(807	)		7,669		3.34	%
Total		12,935		15,202		-		(1,308	)		13,894		3.06	%


Total investment securities	$	57,761	$	62,098	$	9	$	(4,040	)	$	58,067		2.08	%

December 31, 2012

US Government Agencies
More than ten years	$	10,500	$	11,394	$	8	$	(15	)	$	11,387		2.27	%
		10,500		11,394		8		(15	)		11,387		2.27	%
Mortgage-backed securities
More than ten years		1,744		1,830		1		(2	)		1,829		0.97	%
Total		1,744		1,830		1		(2	)		1,829		0.97	%

Municipals
One to five years		1,000		1,100		-		(22	)		1,078		3.25	%
Five to ten years		3,500		4,031		-		(47	)		3,984		2.29	%
More than ten years		5,280		6,908		10		(42	)		6,876		2.70	%
Total		9,780		12,039		10		(111	)		11,938		2.61	%

Total investment securities	$	22,024	$	25,263	$	19	$	(128	)	$	25,154		2.34	%

Investment securities available for sale that have an unrealized loss position at June 30, 2013 and December 31, 2012 are detailed below (dollars in thousands).

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	Securities in a loss					Securities in a loss
	Position for less than					Position for more than
	12 Months					12 Months					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
June 30, 2013
Investment Securities
available for sale
US Treasuries	$	41,576	$	(2,732	)	$	-	$	-		$	41,576	$	(2,732	)
Municipals		12,848		(1,265	)		1,056		(43	)		13,904		(1,308	)
Mortgage-backed securities		155		(1	)		-		-			155		(1	)

Total	$	54,579	$	(3,998	)	$	1,056	$	(43	)	$	55,635	$	(4,041	)


December 31, 2012
Investment Securities
available for sale
US Treasuries	$	4,378	$	(15	)	$	-	$	-		$	4,378	$	(15	)
Municipals		8,064		(111	)		-		-			8,064		(111	)
Mortgage-backed securities		167		(2	)		-		-			167		(2	)

Total	$	12,609	$	(128	)	$	-	$	-		$	12,609	$	(128	)

Management does not believe that any individual unrealized loss as of June 30, 2013 and December 31, 2012 is other than a temporary impairment. These unrealized losses are attributable to changes in interest rates. As of June 30, 2013, management does not have the intent to sell any of the securities classified as available for sale and management believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost.

Note 5 – Loans and allowance for loan losses

The following table presents the composition of our loan portfolio (excluding mortgage loans held for sale) at the dates indicated (dollars in thousands).

Table of Contents

	June 30, 2013						December 31, 2012
	Amount			%			Amount			%
Construction and land development:
Residential	$	3,834,697			1.25	%	$	2,845,594			0.80	%
Commercial		33,465,195			10.95	%		41,209,831			11.61	%
Total construction and land development		37,299,892			12.20	%		44,055,425			12.41	%
Commercial real estate:
Farmland		2,525,434			0.83	%		2,581,297			0.73	%
Commercial real estate - owner occupied		75,115,553			24.58	%		92,772,532			26.14	%
Commercial real estate - non-owner occupied		45,796,011			14.98	%		54,550,817			15.37	%
Multifamily		8,851,723			2.90	%		7,978,389			2.25	%
Total commercial real estate		132,288,721			43.29	%		157,883,035			44.49	%
Consumer real estate:
Home equity lines		22,764,443			7.46	%		25,521,397			7.19	%
Secured by 1-4 family residential,
secured by first deeds of trust		72,607,945			23.76	%		80,788,425			22.76	%
Secured by 1-4 family residential,
secured by second deeds of trust		8,335,001			2.72	%		9,517,245			2.68	%
Total consumer real estate		103,707,389			33.94	%		115,827,067			32.63	%
Commercial and industrial loans
(except those secured by real estate)		29,713,239			9.72	%		34,384,117			9.69	%
Consumer and other		2,606,784			0.85	%		2,760,622			0.78	%

Total Loans		305,616,025			100.0	%		354,910,266			100.0	%
Deferred loan cost (unearned income), net		735,523						787,823
Less: Allowance for loan losses		(9,609,777	)					(10,807,827	)

	$	296,741,771					$	344,890,262

The Company assigns risk rating classifications to its loans. These risk ratings are divided into the following groups:

Risk rated 1 to 4 loans are considered of sufficient quality to preclude an adverse rating. 1-4 assets generally are well protected by the current net worth and paying capacity of the obligor or by the value of the asset or underlying collateral;

Risk rated 5 loans are defined as having potential weaknesses that deserve management’s close attention;

Risk rated 6 loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any, and;

Risk rated 7 loans have all the weaknesses inherent in substandard loans, with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

Table of Contents

The following tables provide information on the risk rating of loans at the dates indicated:

	June 30, 2013
	Risk Rated		Risk Rated		Risk Rated		Risk Rated		Total
		1-4		5		6		7	Loans

Construction and land development
Residential	$	3,357,382	$	382,201	$	95,114	$	-	$	3,834,697
Commercial		15,159,915		4,567,320		13,737,960		-		33,465,195
Total construction and land development		18,517,297		4,949,521		13,833,074		-		37,299,892

Commercial real estate:
Farmland		1,512,641				1,012,793		-		2,525,434
Commercial real estate - owner occupied		46,416,935		17,809,011		10,889,607		-		75,115,553
Commercial real estate - non-owner occupied		17,333,161		13,636,558		14,570,225		256,067		45,796,011
Multifamily		5,389,777		1,064,366		2,397,580		-		8,851,723
Total commercial real estate		70,652,514		32,509,935		28,870,205		256,067		132,288,721
Consumer real estate:
Home equity lines		17,657,346		1,601,877		3,505,220		-		22,764,443
Secured by 1-4 family residential,
secured by first deeds of trust		44,814,224		12,718,523		15,075,198		-		72,607,945
Secured by 1-4 family residential,
secured by second deeds of trust		6,431,064		215,053		1,688,884		-		8,335,001
Total consumer real estate		68,902,634		14,535,453		20,269,302		-		103,707,389
Commercial and industrial loans
(except those secured by real estate)		21,631,565		2,657,891		5,423,783		-		29,713,239
Consumer and other		1,859,762		159,974		587,048		-		2,606,784

Total Loans	$	181,563,772	$	54,812,774	$	68,983,412	$	256,067	$	305,616,025


	December 31, 2012

	Risk Rated		Risk Rated		Risk Rated		Risk Rated		Total
		1-4		5		6		7	Loans

Construction and land development:
Residential	$	2,173,885	$	671,709	$	-	$	-	$	2,845,594
Commercial		17,638,646		7,496,950		16,074,235		-		41,209,831
Total construction and land development		19,812,531		8,168,659		16,074,235		-		44,055,425

Commercial real estate:
Farmland		1,531,808		-		1,049,489		-		2,581,297
Commercial real estate - owner occupied		63,772,277		19,273,229		9,727,026		-		92,772,532
Commercial real estate - non-owner occupied		24,199,053		15,671,633		14,170,546		509,585		54,550,817
Multifamily		5,438,427		1,739,283		800,679		-		7,978,389
Total commercial real estate		94,941,565		36,684,145		25,747,740		509,585		157,883,035
Consumer real estate:
Home equity lines		20,180,206		2,015,248		3,325,943		-		25,521,397
Secured by 1-4 family residential,
secured by first deeds of trust		49,659,724		11,235,261		19,893,440		-		80,788,425
Secured by 1-4 family residential,
secured by second deeds of trust		7,385,394		342,770		1,789,081		-		9,517,245
Total consumer real estate		77,225,324		13,593,279		25,008,464		-		115,827,067
Commercial and industrial loans
(except those secured by real estate)		26,712,028		2,590,735		5,081,354		-		34,384,117
Consumer and other		2,446,304		261,140		53,178		-		2,760,622

Total Loans	$	221,137,752	$	61,297,958	$	71,964,971	$	509,585	$	354,910,266

Table of Contents

The following table presents the aging of the recorded investment in past due loans and leases as of the dates indicated:

	June 30, 2013
													Recorded
					Greater								Investment >
	30-59 Days		60-89 Days		Than		Total Past				Total		90 Days and
	Past Due		Past Due		90 Days		Due		Current		Loans		Accruing


Construction and land development:
Residential	$	-	$	-	$	-	$	-	$	3,834,697	$	3,834,697	$	-
Commercial		629,510		-		-		629,510		32,835,685		33,465,195		-
Total construction and land development		629,510		-		-		629,510		36,670,382		37,299,892		-

Commercial real estate:
Farmland		-		-		-		-		2,525,434		2,525,434		-
Commercial real estate - owner occupied		371,631		2,010,478		-		2,382,109		72,733,444		75,115,553		-
Commercial real estate - non-owner occupied		1,134,180		225,637		-		1,359,817		44,436,194		45,796,011		-
Multifamily		-		-		-		-		8,851,723		8,851,723		-
Total commercial real estate		1,505,811		2,236,115		-		3,741,926		128,546,795		132,288,721		-

Consumer real estate:
Home equity lines		-		78,334		-		78,334		22,686,109		22,764,443		-
Secured by 1-4 family residential,
secured by first deeds of trust		829,190		719,980		-		1,549,170		71,058,775		72,607,945		-
Secured by 1-4 family residential,
secured by second deeds of trust		231,636		-		-		231,636		8,103,365		8,335,001		-
Total consumer real estate		1,060,826		798,314		-		1,859,140		101,848,249		103,707,389		-
Commercial and industrial loans
(except those secured by real estate)		375,181		2,573,786		-		2,948,967		26,764,272		29,713,239		-
Consumer and other		243,352		-		-		243,352		2,363,432		2,606,784		-

Total Loans	$	3,814,680	$	5,608,215	$	-	$	9,422,895	$	296,193,130	$	305,616,025	$	-

	December 31, 2012
													Recorded
					Greater								Investment >
	30-59 Days		60-89 Days		Than		Total Past				Total		90 Days and
	Past Due		Past Due		90 Days		Due		Current		Loans		Accruing


Construction and land development:
Residential	$	-	$	-	$	-	$	-	$	2,845,594	$	2,845,594	$	-
Commercial		76,351		10,709		-		87,060		41,122,771		41,209,831		-
Total construction and land development		76,351		10,709		-		87,060		43,968,365		44,055,425		-

Commercial real estate:
Farmland		-		-		-		-		2,581,297		2,581,297		-
Commercial real estate - owner occupied		708,278		377,563		-		1,085,841		91,686,691		92,772,532		-
Commercial real estate - non-owner occupied		1,094,906		714,655		-		1,809,561		52,741,256		54,550,817		-
Multifamily		-		-		-		-		7,978,389		7,978,389		-
Total commercial real estate		1,803,184		1,092,218		-		2,895,402		154,987,633		157,883,035		-
Consumer real estate:
Home equity lines		110,614		24,746		16,130		151,490		25,369,907		25,521,397		16,130
Secured by 1-4 family residential,
secured by first deeds of trust		645,807		1,507,073		-		2,152,880		78,635,545		80,788,425		-
Secured by 1-4 family residential,
secured by second deeds of trust		157,816		50,016		50,000		257,832		9,259,413		9,517,245		50,000
Total consumer real estate		914,237		1,581,835		66,130		2,562,202		113,264,865		115,827,067		66,130
Commercial and industrial loans
(except those secured by real estate)		40,171		31,057		49,139		120,367		34,263,750		34,384,117		49,139
Consumer and other		4,286		36,030		-		40,316		2,720,306		2,760,622		-

Total Loans	$	2,838,229	$	2,751,849	$	115,269	$	5,705,347	$	349,204,919	$	354,910,266	$	115,269

Table of Contents

Loans are considered impaired when, based on current information and events it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Loans evaluated individually for impairment include non-performing loans, such as loans on non-accrual, loans past due by 90 days or more, restructured loans and other loans selected by management. The evaluations are based upon discounted expected cash flows or collateral valuations. If the evaluation shows that a loan is individually impaired, then a specific reserve is established for the amount of impairment. Impairment is evaluated in total for smaller-balance loans of a similar nature and on an individual loan basis for other loans. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible. Impaired loans are set forth in the following table as of the dates indicated

	June 30, 2013

			Unpaid
	Recorded		Principal		Related
	Investment		Balance		Allowance

With no related allowance recorded

Construction and land development
Commercial	$	5,073,644	$	7,343,364	$	-
Total construction and land development		5,073,644		7,343,364		-
Commercial real estate
Farmland		-		-		-
Commercial real estate - owner occupied		1,390,425		1,405,425		-
Commercial real estate - non-owner occupied		12,477,771		12,675,771		-
Multifamily		3,020,236		3,020,236		-
Total commercial real estate		16,888,432		17,101,432		-
Consumer real estate
Home equity lines		1,257,335		1,311,999		-
Secured by 1-4 family residential,
secured by first deeds of trust		10,333,851		10,909,071		-
Secured by 1-4 family residential,
secured by second deeds of trust		1,027,833		1,197,490		-
Total consumer real estate		12,619,019		13,418,560		-
Commercial and industrial loans
(except those secured by real estate)		608,207		778,641		-
Consumer and other		521,821		521,821		-
	$	35,711,123	$	39,163,818	$	-

With an allowance recorded

Construction and land development:
Residential	$	-	$	-	$	-
Commercial		3,226,804		3,226,804		791,657
Total construction and land development		3,226,804		3,226,804		791,657
Commercial real estate:
Farmland		1,012,793		1,012,793		808,000
Commercial real estate - owner occupied		8,338,879		8,477,879		502,963
Commercial real estate - non-owner occupied		2,260,044		2,260,044		136,734
Multifamily		-		-		-
Total commercial real estate		11,611,716		11,750,716		1,447,697
Consumer real estate:
Home equity lines		264,342		264,342		35,581
Secured by 1-4 family residential,
secured by first deeds of trust		1,467,796		1,467,796		87,343
Secured by 1-4 family residential,
secured by second deeds of trust		136,292		136,292		35,364
Total consumer real estate		1,868,430		1,868,430		158,288
Commercial and industrial loans
(except those secured by real estate)		537,032		537,032		77,577
Consumer and other		-		-		-
	$	17,243,982	$	17,382,982	$	2,475,219

Total
Construction and land development
Commercial	$	8,300,448	$	10,570,168	$	791,657
Total construction and land development		8,300,448		10,570,168		791,657
Commercial real estate
Farmland		1,012,793		1,012,793		808,000
Commercial real estate - owner occupied		9,729,304		9,883,304		502,963
Commercial real estate - non-owner occupied		14,737,815		14,935,815		136,734
Multifamily		3,020,236		3,020,236		-
Total commercial real estate		28,500,148		28,852,148		1,447,697
Consumer real estate
Home equity lines		1,521,677		1,576,341		35,581
Secured by 1-4 family residential,
secured by first deeds of trust		11,801,647		12,376,867		87,343
Secured by 1-4 family residential,
secured by second deeds of trust		1,164,125		1,333,782		35,364
Total consumer real estate		14,487,449		15,286,990		158,288
Commercial and industrial loans
(except those secured by real estate)		1,145,239		1,315,673		77,577
Consumer and other		521,821		521,821		-
	$	52,955,105	$	56,546,800	$	2,475,219

Table of Contents

	December 31, 2012

			Unpaid
	Recorded		Principal		Related
	Investment		Balance		Allowance

With no related allowance recorded
Construction and land development
Commercial	$	8,254,440	$	13,625,670	$	-
Total construction and land development		8,254,440		13,625,670		-
Commercial real estate
Farmland		1,049,489		1,049,489		-
Commercial real estate - owner occupied		8,250,071		8,715,684		-
Commercial real estate - non-owner occupied		13,777,787		14,124,016		-
Multifamily		2,825,274		2,825,274		-
Total commercial real estate		25,902,621		26,714,463		-
Consumer real estate
Home equity lines		1,939,020		1,938,005		-
Secured by 1-4 family residential,
secured by first deeds of trust		10,686,435		10,928,024		-
Secured by 1-4 family residential,
secured by second deeds of trust		601,805		861,158		-
Total consumer real estate		13,227,260		13,727,187		-
Commercial and industrial loans
(except those secured by real estate)		858,136		1,421,196		-
Consumer and other		50,415		50,390		-
	$	48,292,872	$	55,538,906	$	-

With an allowance recorded
Construction and land development
Commercial	$	430,828	$	430,828	$	62,643
Total construction and land development		430,828		430,828		62,643
Commercial real estate:
Farmland
Commercial real estate - owner occupied		2,940,647		3,261,584		663,330
Commercial real estate - non-owner occupied		1,434,195		1,434,195		508,704
Multifamily		-		-		-
Total commercial real estate		4,374,842		4,695,779		1,172,034
Consumer real estate:
Home equity lines		-		-		-
Secured by 1-4 family residential,
secured by first deeds of trust		1,155,027		1,155,027		20,896
Secured by 1-4 family residential,
secured by second deeds of trust		338,345		386,629		43,456
Total consumer real estate		1,493,372		1,541,656		64,352
Commercial and industrial loans
(except those secured by real estate)		182,840		182,840		39,243
Consumer and other		-		-		-
	$	6,481,882	$	6,851,103	$	1,338,272

Total
Construction and land development
Commercial	$	8,685,268	$	14,056,498	$	62,643
Total construction and land development		8,685,268		14,056,498		62,643
Commercial real estate
Farmland		1,049,489		1,049,489		-
Commercial real estate - owner occupied		11,190,718		11,977,268		663,330
Commercial real estate - non-owner occupied		15,211,982		15,558,211		508,704
Multifamily		2,825,274		2,825,274		-
Total commercial real estate		30,277,463		31,410,242		1,172,034
Consumer real estate
Home equity lines		1,939,020		1,938,005		-
Secured by 1-4 family residential,
secured by first deeds of trust		11,841,462		12,083,051		20,896
Secured by 1-4 family residential,
secured by second deeds of trust		940,150		1,247,787		43,456
Total consumer real estate		14,720,632		15,268,843		64,352
Commercial and industrial loans
(except those secured by real estate)		1,040,976		1,604,036		39,243
Consumer and other		50,415		50,390		-
	$	54,774,754	$	62,390,009	$	1,338,272

Table of Contents

The following is a summary of average recorded investment in impaired loans with and without a valuation allowance and interest income recognized on those loans for the periods indicated:

	For the Three Months				For the Six Months
	Ended June 30, 2013				Ended June 30, 2013

	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized

Impaired loans with no related allowance recorded

Construction and land development
Commercial	$	5,505,282	$	45,927	$	5,858,854	$	106,102
Total construction and land development		5,505,282		45,927		5,858,854		106,102
Commercial real estate
Farmland		-		-		-
Commercial real estate - owner occupied		1,638,681		-		1,895,790		48,996
Commercial real estate - non-owner occupied		14,748,805		207,349		14,836,748		413,541
Multifamily		777,570				774,830		39,204
Total commercial real estate		17,165,056		207,349		17,507,368		501,741
Consumer real estate
Home equity lines		1,632,092		22,959		1,257,335		22,959
Secured by 1-4 family residential,
secured by first deeds of trust		10,627,341		114,279		10,418,614		262,208
Secured by 1-4 family residential,
secured by second deeds of trust		961,906		23,632		1,034,064		30,421
Total consumer real estate		13,221,339		160,870		12,710,013		315,588
Commercial and industrial loans
(except those secured by real estate)		692,148		6,177		664,191		15,121
Consumer and other		246,735		3,645		523,556		4,737
	$	36,830,560	$	423,968	$	37,263,982	$	943,289

Impaired loans with an allowance recorded

Construction and land development:
Commercial	$	2,023,323	$	50,476	$	3,276,859	$	52,104
Total construction and land development		2,023,323		50,476		3,276,859		52,104
Commercial real estate:
Farmland		694,138		-		1,044,218		1,100
Commercial real estate - owner occupied		7,315,545		156,177		8,023,436		255,844
Commercial real estate - non-owner occupied		1,782,966		59,713		2,260,044		59,713
Total commercial real estate		9,792,649		215,890		11,327,698		316,657
Consumer real estate:
Home equity lines		269,450		-		269,450		6,792
Secured by 1-4 family residential,
secured by first deeds of trust		1,482,544		7,938		1,482,496		14,014
Secured by 1-4 family residential,
secured by second deeds of trust		44,443		4,261		136,292		4,261
Total consumer real estate		1,796,437		12,199		1,888,238		25,067
Commercial and industrial loans
(except those secured by real estate)		98,288		2,947		159,142		4,237
	$	13,710,697	$	281,512	$	16,651,937	$	398,065

Total
Construction and land development
Commercial	$	7,528,605	$	96,403	$	9,135,713	$	158,206
Total construction and land development		7,528,605		96,403		9,135,713		158,206
Commercial real estate
Farmland		694,138		-		1,044,218		1,100
Commercial real estate - owner occupied		8,954,226		156,177		9,919,226		304,840
Commercial real estate - non-owner occupied		16,531,771		267,062		17,096,792		473,254
Multifamily		777,570		-		774,830		39,204
Total commercial real estate		26,957,705		423,239		28,835,066		818,398
Consumer real estate
Home equity lines		1,901,542		22,959		1,526,785		29,751
Secured by 1-4 family residential,
secured by first deeds of trust		12,109,885		122,217		11,901,110		276,222
Secured by 1-4 family residential,
secured by second deeds of trust		1,006,349		27,893		1,170,356		34,682
Total consumer real estate		15,017,776		173,069		14,598,251		340,655
Commercial and industrial loans
(except those secured by real estate)		790,436		9,124		823,333		19,358
Consumer and other		246,735		3,645		523,556		4,737
	$	50,541,257	$	705,480	$	53,915,919	$	1,341,354

Table of Contents

	For the Three Months				For the Six Months
	Ended June 30, 2012				Ended June 30, 2012

	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized

Impaired loans with no related allowance recorded

Construction and land development
Residential	$	1,301,243	$	7,401	$	978,503	$	11,741
Commercial		17,785,898		55,716		21,838,440		181,033
Total construction and land development		19,087,141		63,117		22,816,943		192,774
Commercial real estate
Farmland		524,745		15,405		1,049,489		15,405
Commercial real estate - owner occupied		9,571,973		73,330		9,609,792		225,959
Commercial real estate - non-owner occupied		8,599,009		110,449		9,118,068		240,093
Multifamily		777,933		27,298		942,216		27,298
Total commercial real estate		19,473,660		226,482		20,719,565		508,755
Consumer real estate
Home equity lines		1,639,963		27,955		1,887,350		32,979
Secured by 1-4 family residential,
secured by first deeds of trust		11,593,774		125,304		13,101,708		230,755
Secured by 1-4 family residential,
secured by second deeds of trust		754,922		10,430		1,021,578		18,112
Total consumer real estate		13,988,659		163,689		16,010,636		281,846
Commercial and industrial loans
(except those secured by real estate)		1,524,274		13,297		1,792,752		21,909
Consumer and other		199,919		445		38,578		1,093
	$	54,273,653	$	467,030	$	61,378,474	$	1,006,377

Impaired loans with an allowance recorded

Construction and land development:
Commercial	$	5,092,484	$	9,016	$	9,656,982	$	9,016
Total construction and land development		5,092,484		9,016		9,656,982		9,016
Commercial real estate:
Farmland
Commercial real estate - owner occupied		6,864,617		31,174		7,438,497		46,386
Commercial real estate - non-owner occupied		3,406,420		21,158		5,043,459		35,586
Multifamily		-		-		-		-
Total commercial real estate		10,271,037		52,332		12,481,956		81,972
Consumer real estate:
Home equity lines		434,976		3,995		472,476		4,151
Secured by 1-4 family residential,
secured by first deeds of trust		3,555,198		27,332		4,656,755		44,009
Secured by 1-4 family residential,
secured by second deeds of trust		58,710		508		117,420		1,684
Total consumer real estate		4,048,884		31,835		5,246,651		49,844
Commercial and industrial loans
(except those secured by real estate)		1,873,540		25,072		1,873,540		32,588
Consumer and other		-		-		-		-
	$	21,285,945	$	118,255	$	29,259,129	$	173,420

Total
Construction and land development
Residential	$	1,301,243	$	7,401	$	978,503	$	11,741
Commercial		22,878,382		64,732		31,495,422		190,049
Total construction and land development		24,179,625		72,133		32,473,925		201,790
Commercial real estate
Farmland		524,745		15,405		1,049,489		15,405
Commercial real estate - owner occupied		16,436,590		104,504		17,048,289		272,345
Commercial real estate - non-owner occupied		12,005,429		131,607		14,161,527		275,679
Multifamily		777,933		27,298		942,216		27,298
Total commercial real estate		29,744,697		278,814		33,201,521		590,727
Consumer real estate
Home equity lines		2,074,939		31,950		2,359,826		37,130
Secured by 1-4 family residential,
secured by first deeds of trust		15,148,972		152,636		17,758,463		274,764
Secured by 1-4 family residential,
secured by second deeds of trust		813,632		10,938		1,138,998		19,796
Total consumer real estate		18,037,543		195,524		21,257,287		331,690
Commercial and industrial loans
(except those secured by real estate)		3,397,814		38,369		3,666,292		54,497
Consumer and other		199,919		445		38,578		1,093
	$	75,559,598	$	585,285	$	90,637,603	$	1,179,797

Table of Contents

Included in impaired loans are loans classified as troubled debt restructurings (TDRs). A modification of a loan’s terms constitutes a TDR if the creditor grants a concession to the borrower for economic or legal reasons related to the borrowers financial difficulties that it would not otherwise consider. For loans classified as impaired TDRs, the Company further evaluates the loans as performing or nonperforming. If, at the time of restructure, the loan is not considered nonaccrual, it will be classified as performing. TDRs originally classified as nonperforming are able to be reclassified as performing if, subsequent to restructure, they experience six months of payment performance according to the restructured terms. The following is a summary of performing and nonaccrual TDRs and the related specific valuation allowance by portfolio segment as of the dates indicated:

	Three Months Ended June 30, 2013
							Specific
							Valuation
	Total		Performing		Nonaccrual		Allowance

Construction and land development
Commercial	$	2,820,664	$	1,756,914	$	1,063,750	$	527,484
Total construction and land development		2,820,664		1,756,914		1,063,750		527,484
Commercial and industrial loans
(except those secured by real estate)		382,545		-		382,545		36,764
	$	3,203,209	$	1,756,914	$	1,446,295	$	564,248

	Six Months Ended June 30, 2013
							Specific
							Valuation
	Total		Performing		Nonaccrual		Allowance

Construction and land development
Commercial	$	6,231,352	$	4,324,695	$	1,906,657	$	582,084
Total construction and land development		6,231,352		4,324,695		1,906,657		582,084
Commercial real estate
Commercial real estate - owner occupied		7,627,826		7,161,572		466,254		362,445
Commercial real estate - non-owner occupied		13,806,504		12,644,373		1,162,131		136,734
Multifamily		3,020,236		3,020,236		-		-
Total commercial real estate		24,454,566		22,826,181		1,628,385		499,179
Consumer real estate
Secured by 1-4 family residential,
secured by first deeds of trust		7,205,569		3,648,382		3,557,187		49,610
Secured by 1-4 family residential,
secured by second deeds of trust		349,192		349,192		-		-
Total consumer real estate		7,554,761		3,997,574		3,557,187		49,610
Commercial and industrial loans
(except those secured by real estate)		644,047		122,848		521,199		40,904
	$	38,884,726	$	31,271,298	$	7,613,428	$	1,171,777

Table of Contents

	December 31, 2012
							Specific
							Valuation
	Total		Performing		Nonaccrual		Allowance

Construction and land development
Commercial	$	6,116,248	$	3,728,403	$	2,387,845	$	-
Total construction and land development		6,116,248		3,728,403		2,387,845		-
Commercial real estate
Commercial real estate - owner occupied		8,881,257		6,373,122		2,508,135		3,321
Commercial real estate - non-owner occupied		13,266,992		12,805,727		461,265		-
Multifamily		2,825,274		2,825,274		-		-
Total commercial real estate		24,973,523		22,004,123		2,969,400		3,321
Consumer real estate
Home equity lines		-		-		-		-
Secured by 1-4 family residential,
secured by first deeds of trust		7,011,329		3,431,124		3,580,205		15,633
Secured by 1-4 family residential,
secured by second deeds of trust		338,344		-		338,344		43,456
Total consumer real estate		7,349,673		3,431,124		3,918,549		59,089
Commercial and industrial loans
(except those secured by real estate)		380,427		5,803		374,624		39,243

Total	$	38,819,871	$	29,169,453	$	9,650,418	$	101,653

The following table provides information about TDRs identified during the indicated periods:

	Three Months Ended
	June 30, 2013
			Pre-		Post-
			Modification		Modification
	Number of		Recorded		Recorded
	Loans		Balance		Balance

Construction and land development
Commercial		5	$	2,820,664	$	2,820,664
Total construction and land development		5		2,820,664		2,820,664
Commercial and industrial loans
(except those secured by real estate)		1		382,545		382,545
Consumer and other		-		-		-
		6	$	3,203,209	$	3,203,209

Table of Contents

	Three Months Ended
	June 30, 2012
			Pre-		Post-
			Modification		Modification
	Number of		Recorded		Recorded
	Loans		Balance		Balance

Construction and land development
Commercial		4	$	625,764	$	625,764
Total construction and land development		4		625,764		625,764
Commercial real estate:
Farmland				-		-
Commercial real estate - owner occupied		1		1,398,661		1,398,661
Commercial real estate - non-owner occupied		1		2,626,306		2,626,306
Multifamily		-		-		-
Total commercial real estate		2		4,024,967		4,024,967
Consumer real estate
Secured by 1-4 family residential, secured by first deeds of trust		2		416,598		416,598
Secured by 1-4 family residential, secured by second deeds of trust		-		-		-
Total consumer real estate		2		416,598		416,598
		8	$	5,067,329	$	5,067,329

There were no TDRs in default identified for the three month period ended June 30, 2013 and June 30, 2012.

Table of Contents

	Six Months Ended
	June 30, 2012
			Pre-		Post-
			Modification		Modification
	Number of		Recorded		Recorded
	Loans		Balance		Balance

Construction and land development
Residential		5	$	360,343	$	360,343
Commercial		17		4,890,578		4,890,578
Total construction and land development		22		5,250,921		5,250,921
Commercial real estate
Commercial real estate - non-owner occupied		3		5,185,649		5,185,649
Multifamily		-		-		-
Total commercial real estate		3		5,185,649		5,185,649
Consumer real estate
Home equity lines		1		349,192		349,192
Secured by 1-4 family residential, secured by first deeds of trust		36		3,578,561		3,578,561
Secured by 1-4 family residential, secured by second deeds of trust		1		69,815		69,815
Total consumer real estate		38		3,997,568		3,997,568
Commercial and industrial loans (except those secured by real estate)		6		269,659		269,659
		69	$	14,703,797	$	14,703,797

	Six Months Ended
	June 30, 2012
	Number of		Recorded
Defaults on TDRs	Loans		Balance
Construction and land development
Residential		4		357,843
Commercial		18		6,295,206
Total construction and land development		22		6,653,049
Commercial real estate
Commercial real estate - owner occupied		3		537,029
Commercial real estate - non-owner occupied		1		1,200,035
Multifamily		4		1,737,064
Total commercial real estate
Consumer real estate
Home equity lines		1		343,937
Secured by 1-4 family residential, secured by first deeds of trust		31		3,910,895
Secured by 1-4 family residential, secured by second deeds of trust		1		69,815
Total consumer real estate		33		4,324,647
Commercial and industrial loans (except those secured by real estate)		5		263,107
Total		64	$	12,977,867

Table of Contents

	Six Months Ended						Year Ended
	June 30, 2013						December 31, 2012
			Pre-		Post-				Pre-		Post-
			Modification		Modification				Modification		Modification
	Number of		Recorded		Recorded		Number of		Recorded		Recorded
	Loans		Balance		Balance		Loans		Balance		Balance

Construction and land development
Commercial		6	$	3,025,165	$	3,025,165		6	$	653,612	$	653,612
Total construction and land development		6		3,025,165		3,025,165		6	$	653,612		653,612
Commercial real estate												-
Farmland				-		-						-
Commercial real estate - owner occupied		4		274,353		274,353		1		522,715		522,715
Commercial real estate - non-owner occupied		-		-		-		6		2,102,231		2,102,231
Total commercial real estate		4		274,353		274,353		7		2,624,946		2,624,946
Consumer real estate
Secured by 1-4 family residential,
secured by first deeds of trust		4		435,131		435,131		25		5,570,245		5,570,245
Secured by 1-4 family residential,
secured by second deeds of trust		-		-		-		1		338,344		338,344
Total consumer real estate		4		435,131		435,131		26		5,908,589		5,908,589
Commercial and industrial loans
(except those secured by real estate)		1		382,545		382,545		1		117,813		117,813
Total		15		4,117,194		4,117,194		40		9,304,960		9,304,960

	Six Months Ended						Year Ended
	June 30, 2013						December 31, 2012
	Number of		Recorded				Number of		Recorded
Defaults on TDRs	Loans		Balance				Loans		Balance
Construction and land development
Commercial		-	$	-				8	$	2,387,845
Total construction and land development		-		-				8		2,387,845
Commercial real estate
Commercial real estate - owner occupied		1		597,890				2		2,053,276
Commercial real estate - non-owner occupied		-		-				1		461,265
Multifamily		1		597,890				3		2,514,541
Total commercial real estate
Consumer real estate
Secured by 1-4 family residential,
secured by first deeds of trust		3		1,212,515				8		3,302,827
Secured by 1-4 family residential,
secured by second deeds of trust		-		-				1		338,344
Total consumer real estate		3		1,212,515				9		3,641,171
Commercial and industrial loans
(except those secured by real estate)		-		-				4		257,136
Total		4	$	1,810,405				24	$	8,800,693

Table of Contents

Activity in the allowance for loan losses is as follows for the periods indicated:

	Allowance for Loan Losses
	Beginning		Provision for							Ending
	Balance		Loan Losses		Charge-offs			Recoveries		Balance
Three Months Ended June 30, 2013
Construction and land development
Residential	$	495,192	$	-	$	-		$	100,450	$	595,642
Commercial		4,542,126		-		(11,051	)		246,458		4,777,533
Commercial real estate
Farmland		808,000		-		-			-		808,000
Commercial real estate - owner occupied		1,222,485		-		(139,000	)		42,649		1,126,134
Commercial real estate - non-owner occupied		560,784		-		(253,517	)		-		307,267
Multifamily		23,434		-		-			-		23,434
Consumer real estate						-
Home equity lines		603,678		-		(189,007	)		-		414,671
Secured by 1-4 family residential,
secured by first deeds of trust		1,022,995		-		(531,861	)		13,008		504,142
Secured by 1-4 family residential,
secured by second deeds of trust		11,622		-		-			2,246		13,868
Commercial and industrial loans
(except those secured by real estate)		929,199		-		(62,412	)		79,627		946,414
Consumer and other		100,450		-		(10,466	)		2,688		92,672

Total	$	10,319,965	$	-	$	(1,197,314	)	$	487,126	$	9,609,777

Three Months Ended June 30, 2012
Construction and land development
Residential	$	629,376	$	705,264	$	(735,536	)	$	450	$	599,554
Commercial		6,279,552		508,283		(2,226,005	)		500		4,562,330
Commercial real estate
Farmland		-		-		-			-		-
Commercial real estate - owner occupied		1,846,730		954,663		(280,486	)		-		2,520,907
Commercial real estate - non-owner occupied		762,385		860,313		(222,605	)		-		1,400,093
Multifamily		91,775		953		-			-		92,728
Consumer real estate
Home equity lines		770,598		174,830		(169,321	)		626		776,733
Secured by 1-4 family residential,
secured by first deeds of trust		1,341,501		2,301,071		(1,623,629	)		20,004		2,038,947
Secured by 1-4 family residential,
secured by second deeds of trust		335,352		41,730		(5,970	)		4,440		375,552
Commercial and industrial loans
(except those secured by real estate)		2,181,803		951,701		(895,380	)		107,121		2,345,245
Consumer and other		122,881		161,192		(132,510	)		2,070		153,633

Total	$	14,361,953	$	6,660,000	$	(6,291,442	)	$	135,211	$	14,865,722

Table of Contents

	Allowance for Loan Losses
	Beginning		Provision for								Ending
	Balance		Loan Losses			Charge-offs			Recoveries		Balance
Six Months Ended June 30, 2013
Construction and land development
Residential	$	494,742	$	-		$	-		$	100,900	$	595,642
Commercial		4,611,410		15,000			(95,335	)		246,458		4,777,533
Commercial real estate
Farmland		-		808,000			-			-		808,000
Commercial real estate - owner occupied		1,358,863		-			(275,379	)		42,650		1,126,134
Commercial real estate - non-owner occupied		816,852		-			(509,585	)		-		307,267
Multifamily		23,434		-			-			-		23,434
Consumer real estate							-
Home equity lines		658,135		-			(243,664	)		200		414,671
Secured by 1-4 family residential,
secured by first deeds of trust		1,358,102		-			(874,994	)		21,034		504,142
Secured by 1-4 family residential,
secured by second deeds of trust		223,307		-			(214,720	)		5,281		13,868
Commercial and industrial loans
(except those secured by real estate)		1,161,654		-			(351,243	)		136,003		946,414
Consumer and other		101,328		-			(14,229	)		5,573		92,672

Total	$	10,807,827	$	823,000		$	(2,579,149	)	$	558,099	$	9,609,777

Six Months Ended June 30, 2012
Construction and land development
Residential	$	704,728	$	688,712		$	(794,786	)	$	900	$	599,554
Commercial		6,798,177		1,536,857			(3,773,205	)		501		4,562,330
Commercial real estate
Farmland		-		-			-			-		-
Commercial real estate - owner occupied		1,496,466		1,333,927			(309,486	)		-		2,520,907
Commercial real estate - non-owner occupied		1,548,899		164,343			(313,354	)		205		1,400,093
Multifamily		406,635		(313,907	)		-			-		92,728
Consumer real estate
Home equity lines		860,307		206,929			(291,820	)		1,317		776,733
Secured by 1-4 family residential,
secured by first deeds of trust		1,881,470		2,666,051			(2,589,378	)		80,804		2,038,947
Secured by 1-4 family residential,
secured by second deeds of trust		397,504		170,024			(196,609	)		4,633		375,552
Commercial and industrial loans
(except those secured by real estate)		1,655,713		1,710,826			(1,155,782	)		134,488		2,345,245
Consumer and other		321,525		231,238			(402,305	)		3,175		153,633

Total	$	16,071,424	$	8,395,000		$	(9,826,725	)	$	226,023	$	14,865,722

Table of Contents

	Allowance for Loan Losses
	Beginning		Provision for								Ending
	Balance		Loan Losses			Charge-offs			Recoveries		Balance
Year Ended December 31, 2012
Construction and land development
Residential	$	704,728	$	542,067		$	(797,286	)	$	45,233	$	494,742
Commercial		6,798,177		3,444,160			(5,645,064	)		14,137		4,611,410
Commercial real estate
Farmland		-		-			-			-		-
Commercial real estate - owner occupied		1,496,466		623,552			(961,155	)		200,000		1,358,863
Commercial real estate - non-owner occupied		1,548,899		(300,898	)		(431,354	)		205		816,852
Multifamily		406,635		(373,238	)		(9,963	)		-		23,434
Consumer real estate
Home equity lines		860,307		668,614			(883,848	)		13,062		658,135
Secured by 1-4 family residential,
secured by first deeds of trust		1,881,470		2,610,905			(3,220,072	)		85,799		1,358,102
Secured by 1-4 family residential,
secured by second deeds of trust		397,504		468,192			(663,135	)		20,746		223,307
Commercial and industrial loans
(except those secured by real estate)		1,655,713		1,230,555			(1,879,517	)		154,903		1,161,654
Consumer and other		321,525		181,091			(408,302	)		7,014		101,328

Total	$	16,071,424	$	9,095,000		$	(14,899,696	)	$	541,099	$	10,807,827

Table of Contents

Loans were evaluated for impairment as follows for the periods indicated:

	Loans Evaluated for Impairment
	Individually		Collectively		Total
Six Months Ended June 30, 2013
Construction and land development
Residential	$	576,000	$	3,258,697	$	3,834,697
Commercial		21,446,891		12,018,304		33,465,195
Commercial real estate
Farmland		1,347,677		1,177,757		2,525,434
Commercial real estate - owner occupied		51,852,533		23,263,020		75,115,553
Commercial real estate - non-owner occupied		34,585,239		11,210,772		45,796,011
Multifamily		6,684,151		2,167,572		8,851,723
Consumer real estate
Home equity lines		1,968,634		20,795,809		22,764,443
Secured by 1-4 family residential,
secured by first deeds of trust		12,419,966		60,187,979		72,607,945
Secured by 1-4 family residential,
secured by second deeds of trust		545,416		7,789,585		8,335,001
Commercial and industrial loans
(except those secured by real estate)		12,177,424		17,535,815		29,713,239
Consumer and other		-		2,606,784		2,606,784

Total	$	143,603,931	$	162,012,094	$	305,616,025

Year Ended December 31, 2012
Construction and land development
Residential	$	1,247,709	$	1,597,885	$	2,845,594
Commercial		27,351,857		13,857,974		41,209,831
Commercial real estate
Farmland		1,391,501		1,189,796		2,581,297
Commercial real estate - owner occupied		67,167,587		25,604,945		92,772,532
Commercial real estate - non-owner occupied		41,801,577		12,749,240		54,550,817
Multifamily		6,461,639		1,516,750		7,978,389
Consumer real estate
Home equity lines		2,185,040		23,336,357		25,521,397
Secured by 1-4 family residential,
secured by first deeds of trust		15,526,551		65,261,874		80,788,425
Secured by 1-4 family residential,
secured by second deeds of trust		557,600		8,959,645		9,517,245
Commercial and industrial loans
(except those secured by real estate)		15,101,291		19,282,826		34,384,117
Consumer and other		-		2,760,622		2,760,622

Total	$	178,792,352	$	176,117,914	$	354,910,266

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Note 6 – Deposits

Deposits as of June 30, 2013 and December 31, 2012 were as follows:

	June 30, 2013					December 31, 2012
	Amount		%			Amount		%

Demand accounts	$	60,572,546		14.5	%	$	57,049,348		13.1	%
Interest checking accounts		42,512,454		10.1	%		45,861,199		10.5	%
Money market accounts		66,403,772		15.8	%		66,007,160		15.1	%
Savings accounts		20,565,473		4.9	%		20,922,112		4.8	%
Time deposits of $100,000 and over		106,224,844		25.4	%		113,332,481		26.0	%
Other time deposits		122,716,249		29.3	%		133,150,662		30.5	%

Total	$	418,995,338		100.0	%	$	436,322,962		100.0	%

Note 7 – Trust preferred securities

During the first quarter of 2005, Southern Community Financial Capital Trust I, a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable securities. On February 24, 2005, $5.2 million of Trust Preferred Capital Notes were issued through a pooled underwriting. The securities have a LIBOR-indexed floating rate of interest (three-month LIBOR plus 2.15%) which adjusts, and is payable, quarterly. The interest rate at June 30, 2013 was 2.42%. The securities were redeemable at par beginning on March 15, 2010 and each quarter after such date until the securities mature on March 15, 2035. No amounts have been redeemed at June 30, 2013 and there are no plans to do so. The principal asset of the Trust is $5.2 million of the Company’s junior subordinated debt securities with like maturities and like interest rates to the Trust Preferred Capital Notes.

During the third quarter of 2007, Village Financial Statutory Trust II, a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable securities. On September 20, 2007, $3.6 million of Trust Preferred Capital Notes were issued through a pooled underwriting. The securities have a five year fixed interest rate of 6.29% payable quarterly, converting after five years to a LIBOR-indexed floating rate of interest (three-month LIBOR plus 1.40%) which adjusts, and is also payable, quarterly. The securities may be redeemed at par at any time commencing in December 2012 until the securities mature in 2037. The principal asset of the Trust is $3.6 million of the Company’s junior subordinated debt securities with like maturities and like interest rates to the Trust Preferred Capital Notes.

The Trust Preferred Capital Notes may be included in Tier 1 capital for regulatory capital adequacy determination purposes up to 25% of Tier 1 capital after its inclusion. The portion of the Trust Preferred Capital Notes not considered as Tier 1 capital may be included in Tier 2 capital.

The obligations of the Company with respect to the issuance of the Trust Preferred Capital Notes constitute a full and unconditional guarantee by the Company of the Trust’s obligations with respect to the Trust Preferred Capital Notes. Subject to certain exceptions and limitations, the Company may elect from time to time to defer interest payments on the junior subordinated debt securities, which would result in a deferral of distribution payments on the related Trust Preferred Capital Notes and require a deferral of common dividends. In consideration of our agreements with our regulators, which require regulatory approval to make interest payments on

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these securities, the Company has deferred an aggregate of $768,740 in interest payments on the junior subordinated debt securities as of June 30, 2013. The Company has been deferring interest payments since June 2011. Although we elected to defer payment of the interest due, the amount has been accrued and is included in interest expense in the consolidated statement of operations.

Note 8 – Stock incentive plan

The Company has a stock incentive plan which authorizes the issuance of up to 555,000 shares of common stock to assist the Company in recruiting and retaining key personnel.

The following table summarizes stock options outstanding under the stock incentive plan at the indicated dates:

	Six Months Ended June 30,
	2013								2012
				Weighted								Weighted
				Average								Average
				Exercise		Fair Value		Intrinsic				Exercise		Fair Value		Intrinsic
	Options			Price		Per Share		Value	Options			Price		Per Share		Value

Options outstanding,
beginning of period		255,630		$	9.48	$	4.70			264,980		$	9.48	$	4.70
Granted		-			-		-			-			-		-
Forfeited		(3,000	)		7.70		4.99			(3,450	)		4.98		3.12
Exercised		-			-		-			-			-		-
Options outstanding,
end of period		252,630		$	9.57	$	4.64	$ -		261,530		$	9.71	$	4.73	$ -
Options exercisable,
end of period		247,630								261,530

The fair value of the stock is calculated under the same methodology as stock options and the expense is recognized over the vesting period. Unamortized stock-based compensation related to nonvested share based compensation arrangements granted under the Incentive Plan as of June 30, 2013 and 2012 was $2,007 and $1,666 respectively. The time based unamortized compensation of $2,007 is expected to be recognized over a weighted average period of 2.08 years.

Stock-based compensation expense was $483 and $5,511 for the six months ended June 30, 2013 and 2012, respectively.

Note 9 — Fair value

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transaction involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are independent, knowledgeable, able to transact and willing to transact.

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FASB Codification Topic 820: Fair Value Measurements and Disclosures establishes a hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair values hierarch is as follows:

Level 1 Inputs — Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 Inputs — Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 Inputs- Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods to determine the fair value of each type of financial instrument:

Securities: Fair values for securities available-for-sale are obtained from an independent pricing service. The prices are not adjusted. The independent pricing service uses industry-standard models to price U.S. Government agency obligations and mortgage backed securities that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Securities of obligations of state and political subdivisions are valued using a type of matrix, or grid, pricing in which securities are benchmarked against the treasury rate based on credit rating. Substantially all assumptions used by the independent pricing service are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace (Levels 1 and 2).

Impaired loans: The fair values of impaired loans are measured for impairment using the fair value of the collateral for collateral-dependent loans on a nonrecurring basis. Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable. The vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the property is more than two years old, then a Level 3 valuation is considered to measure the fair value. The value of business equipment is based upon an outside appraisal if deemed significant using observable market data. Likewise, values for inventory and account receivables collateral are based on financial statement balances or aging reports (Level 3). Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.

Real Estate Owned: Real estate owned assets are adjusted to fair value upon transfer of the loans to foreclosed assets. Subsequently, real estate owned assets are carried at net realizable value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the foreclosed asset as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the foreclosed asset as nonrecurring level 3.

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Assets and liabilities measured at fair value under Topic 820 on a recurring and non-recurring basis are summarized below for the indicated dates:

	Fair Value Measurement
	at June 30, 2013 Using
	(In thousands)
			Quoted Prices
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	Carrying		Identical Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets - Recurring
US Government Agencies	$	42,912	$	4,218	$	38,694	$	-
MBS		1,261		-		1,261		-
Municipals		13,894		-		13,894		-
Residential loans held for sale		19,759		-		19,759		-
						-
Financial Assets - Non-Recurring
Impaired loans		52,957		-		45,907		7,050
Real estate owned		22,044		-		21,048		996

	Fair Value Measurement
	at December 31, 2012 Using
	(In thousands)
			Quoted Prices
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	Carrying		Identical Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets - Recurring
US Government Agencies	$	11,387	$	5,000	$	6,387	$	-
MBS		1,829		-		1,829		-
Municipals		11,938		2,918		9,020		-
Residential loans held for sale		24,188		-		24,188		-

Financial Assets - Non-Recurring
Impaired loans		54,775		-		47,016		7,759
Real estate owned		20,204		-		18,675		1,529

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The following table presents qualitative information about level 3 fair value measurements for financial instruments measured at fair value at June 30, 2013:

					Range
	Fair Value		Valuation	Unobservable	(Weighted
	Estimate		Techniques	Input	Average)
	(In thousands)

Impaired Loans -Real Estate Secured	$	5,961	Appraisal (1) or Internal Valuation (2)	Appraisal Adjustments Liquidation Expenses (3)		10%-30	%
Impaired Loans - Non-Real Estate Secured	$	1,089	Appraisal (1) or Discounted Cash Flow	Appraisal Adjustments Liquidation Expenses (3)		10%-20	%
Real Estate Owned	$	996	Appraisal (1) or Internal Valuation (2)	Appraisal Adjustments Liquidation Expenses (3)		7%-30	%

(1) Fair Value is generally determined through independent appraisals of the underlying collateral, which generally
included various level 3 inputs which are not identifiable
(2) Internal valuations may be conducted to determine Fair Value for assets with nominal carrying balances
(3) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated
liquidation expenses

The following table presents the changes in the Level 3 fair value category for the six months ended June 30, 2013.

	Impaired			Real Estate
	Loans			Owned			Total Assets
	(In thousands)

Balance at December 31, 2012	$	7,759		$	1,529		$	9,288

Total realized and unrealized gains (losses)
Included in earnings		-			(224	)		(224	)
Included in other comprehensive income		-			-			-
Net transfers in and/or out of Level 3		(709	)		(309	)		(1,018	)

Balance at June 30, 2013	$	7,050		$	996		$	8,046

In general, fair value of securities is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon market prices determined by an outside, independent entity that primarily uses as inputs, observable market-based parameters. Fair value of loans held for sale is based upon internally developed models that primarily use as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s monthly and or quarter valuation process.

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Cash and cash equivalents – The carrying amount of cash and cash equivalents approximates fair value.

Investment securities – The fair value of investment securities available-for-sale is estimated based on bid quotations received from independent pricing services for similar assets. The carrying amount of other investments approximates fair value.

Loans – For variable rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. For all other loans, fair values are calculated by discounting the contractual cash flows using estimated market discount rates which reflect the credit and interest rate risk inherent in the loans, or by using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Deposits – The fair value of deposits with no stated maturity, such as demand, interest checking and money market, and savings accounts, is equal to the amount payable on demand at year-end. The fair value of certificates of deposit is based on the discounted value of contractual cash flows using the rates currently offered for deposits of similar remaining maturities.

Borrowings – The fair value of borrowings is based on the discounted value of contractual cash flows using the rates currently offered for borrowings of similar remaining maturities

Accrued interest – The carrying amounts of accrued interest receivable and payable approximate fair value.

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Village Bank
Fair Value - Financial Instruments Summary
June 30, 2013

		June 30,				December 31,
		2013				2012
	Level in Fair
	Value	Carrying		Estimated		Carrying		Estimated
	Hierarchy	Value		Fair Value		Value		Fair Value

Financial assets
Cash	Level 1	$	11,880,261	$	11,880,261	$	13,945,105	$	13,945,105
Cash equivalents	Level 2		36,085,297		36,085,297		39,185,837		39,185,837
Investment securities available for sale	Level 1		4,217,587		4,217,587		7,918,420		7,918,420
Investment securities available for sale	Level 2		53,849,040		53,849,040		17,235,626		17,235,626
Federal Home Loan Bank stock	Level 2		1,642,300		1,642,300		2,121,900		2,121,900
Loans held for sale	Level 2		19,759,383		19,759,383		24,188,384		24,188,384
Loans	Level 2		243,784,485		251,039,010		290,115,508		294,476,846
Impaired loans	Level 2		45,906,895		45,906,895		47,016,065		47,016,065
Impaired loans	Level 3		7,050,391		7,050,391		7,758,689		7,758,689
Other real estate owned	Level 2		21,047,658		21,047,658		18,675,164		18,675,164
Other real estate owned	Level 3		995,976		995,976		1,528,527		1,528,527
Bank owned life insurance	Level 3		6,671,315		6,671,315		6,575,018		6,575,018
Accrued interest receivable	Level 2		1,796,514		1,796,514		1,676,518		1,676,518

Financial liabilities
Deposits	Level 2		418,995,338		421,493,892		436,322,962		437,644,329
FHLB borrowings	Level 2		23,000,000		23,275,451		28,000,000		28,424,029
Trust preferred securities	Level 2		8,764,000		7,274,120		8,764,000		7,537,040
Other borrowings	Level 2		4,425,432		4,425,432		4,851,811		4,851,811
Accrued interest payable	Level 2		1,033,000		1,033,000		911,635		911,635

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Note 10 – Capital Purchase Program

On May 1, 2009, as part of the Capital Purchase Program established by the U.S. Department of the Treasury (the “Treasury”) under the Emergency Economic Stabilization Act of 2008 (“EESA”), the Company entered into a Letter Agreement and Securities Purchase Agreement—Standard Terms (collectively, the “Purchase Agreement”) with the Treasury, pursuant to which the Company sold (i) 14,738 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $4.00 per share, having a liquidation preference of $1,000 per share (the “Preferred Stock”) and (ii) a warrant (the “Warrant”) to purchase 499,029 shares of the Company’s common stock at an initial exercise price of $4.43 per share, subject to certain anti-dilution and other adjustments, for an aggregate purchase price of $14,738,000 in cash. The fair value of the preferred stock was estimated using discounted cash flow methodology at an assumed market equivalent rate of 13%, with 20 quarterly payments over a five year period. The fair value of the warrant was estimated using the Black-Scholes option pricing model, with assumptions of 25% volatility, a risk-free rate of 2.03%, a yield of 6.162% and an estimated life of 5 years. The value attributed to the warrant is being accreted as a discount on the preferred stock using the effective interest rate method over five years.

The Preferred Stock qualifies as Tier 1 capital and will pay cumulative dividends at a rate of 5% until May 1, 2014 and 9% thereafter, unless the shares are redeemed by the Company. The Preferred Stock is generally non-voting, other than on certain matters that could adversely affect the Preferred Stock.

The Warrant is immediately exercisable. The Warrant provides for the adjustment of the exercise price and the number of shares of common stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of common stock, and upon certain issuances of common stock at or below a specified price relative to the then-current market price of common stock. The Warrant expires ten years from the issuance date. Pursuant to the Purchase Agreement, the Treasury has agreed not to exercise voting power with respect to any shares of common stock issued upon exercise of the Warrant.

As required by the Federal Reserve Bank of Richmond, the Company notified the U.S. Treasury in May 2011 that the Company was going to defer the payment of the quarterly cash dividend of $184,225 due on May 16, 2011, and subsequent quarterly payments, on the Fixed Rate Cumulative Perpetual Preferred Stock, Series A. The total arrearage on such preferred stock as of June 30, 2013 was $1,750,137. This amount has been accrued for and is included in other liabilities in the consolidated balance sheet.

In June 2012 the Treasury asked to allow an observer at the Company’s meetings of its board of directors. The observer started attending board meetings in August 2012. The Treasury has the contractual right to nominate up to two members to the board of directors upon the Company’s sixth missed dividend payment. The Company has deferred nine dividend payments as of June 30, 2013. However, Treasury has not indicated that it will nominate two directors to the board of directors.

The Bank is subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under the capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

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Note 11 – Commitments and contingencies

Off-balance-sheet risk – The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financial 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 in excess of the amounts recognized in the financial statements. The contract amounts of these instruments reflect the extent of involvement that the Company has in particular classes of instruments.

The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit, and to potential credit loss associated with letters of credit issued, is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for loans and other such on-balance sheet instruments.

The Company had outstanding the following approximate off-balance-sheet financial instruments whose contract amounts represent credit risk at the dates indicated:

	June 30,		December 31,
	2013		2012

Undisbursed credit lines	$	35,450,000	$	35,780,000
Commitments to extend or originate credit		20,106,000		25,016,000
Standby letter of credit		3,213,000		3,314,000

Total commitments to extend credit	$	58,769,000	$	64,110,000

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Historically, many commitments expire without being drawn upon; therefore, the total commitment amounts shown in the above table are not necessarily indicative of future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, as deemed necessary by the Company upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies but may include personal or income-producing commercial real estate, accounts receivable, inventory and equipment.

Concentrations of credit risk – All of the Company’s loans, commitments to extend credit, and standby letters of credit have been granted to customers in the Company’s market area. Although the Company is building a diversified loan portfolio, a substantial portion of its clients’ ability to honor contracts is reliant upon the economic stability of the Richmond, Virginia area, including the real estate markets in the area. The concentrations of credit by type of loan are set forth in Note 5. The distribution of commitments to extend credit approximates the distribution of loans outstanding.

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Consent Order – In February 2012, the Bank entered into a Stipulation and Consent to the Issuance of a Consent Order (“Consent Agreement”) with the Federal Deposit Insurance Corporation and the Virginia Bureau of Financial Institutions (the “Supervisory Authorities”), and the Supervisory Authorities have issued the related Consent Order (the “Order”) effective February 3, 2012. The description of the Consent Agreement and the Order is set forth below:

Management. The Order requires that the Bank have and retain qualified management, including at a minimum a chief executive officer, senior lending officer and chief operating officer, with qualifications and experience commensurate with their assigned duties and responsibilities within 90 days from the effective date of the order. Within 30 days of the effective date of the Order, the Bank must retain a bank consultant to develop a written analysis and assessment of the Bank’s management and staffing needs for the purpose of providing qualified management for the Bank. Within 30 days from receipt of the consultant’s management report, the Bank must formulate a written management plan that incorporates the findings of the management report, a plan of action in response to each recommendation contained in the management report, and a timeframe for completing each action.

Capital Requirements. Within 90 days from the effective date of the Order and during the life of the Order, the Bank must have Tier 1 capital equal to or greater than 8 percent of its total assets, and total risk-based capital equal to or greater than 11 percent of the Bank’s total risk-weighted assets. Within 90 days from the effective date of the Order, the Bank must submit a written capital plan to the Supervisory Authorities. The capital plan must include a contingency plan in the event that the Bank fails to maintain the minimum capital ratios required in the Order, submit a capital plan that is acceptable to the Supervisory Authorities, or implement or adhere to the capital plan.

Charge-offs. The Order requires the Bank to eliminate from its books, by charge-off or collection, all assets or portions of assets classified “Loss” and 50 percent of those classified “Doubtful”. If an asset is classified “Doubtful”, the Bank may, in the alternative, charge off the amount that is considered uncollectible in accordance with the Bank’s written analysis of loan or lease impairment. The Order also prevents the Bank from extending, directly or indirectly, any additional credit to, or for the benefit of, any borrower who has a loan or other extension of credit from the Bank that has been charged off or classified, on whole or in part, “loss” or “doubtful” and is uncollected. The Bank may not extend, directly or indirectly, any additional credit to any borrower who has a loan or other extension of credit from the Bank that has been classified “substandard.” These limitations do not apply if the Bank’s failure to extend further credit to a particular borrower would be detrimental to the best interests of the Bank.

Asset Growth. While the Order is in effect, the Bank must notify the Supervisory Authorities at least 60 days prior to undertaking asset growth that exceeds 10% or more per year or initiating material changes in asset or liability composition. The Bank’s asset growth cannot result in noncompliance with the capital maintenance provisions of the Order unless the Bank receives prior written approval from the Supervisory Authorities.

Restriction on Dividends and Other Payments. While the Order is in effect, the Bank cannot declare or pay dividends, pay bonuses, or pay any form of payment outside the ordinary course of business resulting in a reduction of capital without the prior written approval of the Supervisory Authorities. In addition, the Bank cannot make any distributions of interest, principal, or other sums on subordinated debentures without prior written approval of the Supervisory Authorities.

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Brokered Deposits. The Order provides that the Bank may not accept, renew, or roll over any brokered deposits unless it is in compliance with the requirements of the FDIC regulations governing brokered deposits. These regulations prohibit undercapitalized institutions from accepting, renewing, or rolling over any brokered deposits and also prohibit undercapitalized institutions from soliciting deposits by offering an effective yield that exceeds by more than 75 basis points the prevailing effective yields on insured deposits of comparable maturity in the institution’s market area. An “adequately capitalized” institution may not accept, renew, or roll over brokered deposits unless it has applied for and been granted a waiver by the FDIC.

Written Plans and Other Material Terms. Under the terms of the Order, the Bank is required to prepare and submit the following written plans or reports to the FDIC and the Commissioner:

	·	Plan to improve liquidity, contingency funding, interest rate risk, and asset liability management

	·	Plan to reduce assets of $250,000 or greater classified “doubtful” and “substandard”

	·	Revised lending and collection policy to provide effective guidance and control over the Bank’s lending and credit administration functions

	·	Effective internal loan review and grading system

	·	Policy for managing the Bank’s other real estate

	·	Business/strategic plan covering the overall operation of the Bank

	·	Plan and comprehensive budget for all categories of income and expense for the year 2011

	·	Policy and procedures for managing interest rate risk

	·	Assessment of the Bank’s information technology function

Under the Order, the Bank’s board of directors has agreed to increase its participation in the affairs of the Bank, including assuming full responsibility for the approval of policies and objectives for the supervision of all of the Bank’s activities. The Bank must also establish a board committee to monitor and coordinate compliance with the Order.

The Order will remain in effect until modified or terminated by the Supervisory Authorities.

While subject to the Consent Order, we expect that our management and board of directors will be required to focus considerable time and attention on taking corrective actions to comply with the terms. In addition, certain provisions of the Consent Order described above could adversely impact the Company’s businesses and results of operations.

Written Agreement – In June 2012, the Company entered into a written agreement (“Written Agreement”) with the Federal Reserve Bank of Richmond (“Reserve Bank”). Under the terms of the Written Agreement, the Company has agreed to develop and submit to the Reserve Bank for approval within the time periods specified therein written plans to maintain sufficient capital and correct any violations of section 23A of the Federal Reserve Act and Regulation W. In addition, the Company will submit a written statement of its planned sources and uses of cash for debt service, operation expenses, and other purposes.

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The Company also has agreed that it will not, without prior regulatory approval:

pay or declare any dividends;

take any other form of payment representing a reduction in Bank’s capital;

make any distributions of interest, principal or other sums on subordinated debentures or trust preferred securities;

incur, increase or guarantee any debt;

purchase or deem any shares of its stock.

Since entering into the Order and the Written Agreement, the Company has taken numerous steps to comply with the terms of the consent order.

Note 12 – Income Taxes

The net deferred tax asset is included in other assets on the balance sheet. Accounting Standards Codification Topic 740, Income Taxes, requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. Management considers both positive and negative evidence and analyzes changes in near-term market conditions as well as other factors which may impact future operating results. In making such judgments, significant weight is given to evidence that can be objectively verified. The deferred tax assets are analyzed quarterly for changes affecting realization. Management determined that as of June 30, 2013, the objective negative evidence represented by the Company’s recent losses outweighed the more subjective positive evidence and, as a result, recognized a valuation allowance for all the net deferred tax asset that is dependent on future earnings of the Company of approximately $10,158,000.

Note 13 – Recent accounting pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which is intended to improve the reporting of reclassifications out of accumulated other comprehensive income. The ASU requires an entity to report, either on the face of the income statement or in the notes to the financial statements, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in the income statement if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other required disclosures that provide additional detail about those amounts. This ASU is effective prospectively in the first quarter of 2013, and is not expected to have a material effect on the Company’s consolidated financial statements. See Statement of Changes in Comprehensive income (loss).

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

Caution about forward-looking statements

In addition to historical information, this report may contain forward-looking statements. For this purpose, any statement, that is not a statement of historical fact may be deemed to be a forward-looking statement. These forward-looking statements may include statements regarding profitability, liquidity, allowance for loan losses, interest rate sensitivity, market risk, growth strategy and financial and other goals. Forward-looking statements often use words such as “believes,” “expects,” “plans,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends” or other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements.

There are many factors that could have a material adverse effect on the operations and future prospects of the Company including, but not limited to:

the inability of the Bank to comply with the requirements of agreements with its regulators;

the inability to reduce nonperforming assets consisting of nonaccrual loans and foreclosed real estate;

our inability to improve our regulatory capital position;

the risks of changes in interest rates on levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and interest sensitive assets and liabilities;

changes in assumptions underlying the establishment of allowances for loan losses, and other estimates;

changes in market conditions, specifically declines in the residential and commercial real estate market, volatility and disruption of the capital and credit markets, soundness of other financial institutions we do business with;

risks inherent in making loans such as repayment risks and fluctuating collateral values;

a decline in loan volume of Village Bank Mortgage Corporation as a result of the activity in the residential real estate market;

legislative and regulatory changes, including the Dodd-Frank Act Wall Street Reform and Consumer Protection Act and other changes in banking, securities, and tax laws and regulations and their application by our regulators, and changes in scope and cost of FDIC insurance and other coverages;

exposure to repurchase loans sold to investors for which borrowers failed to provide full and accurate information on or related to their loan application or for which appraisals have not been acceptable or when the loan was not underwritten in accordance with the loan program specified by the loan investor;

the effects of future economic, business and market conditions;

governmental monetary and fiscal policies;

changes in accounting policies, rules and practices;

maintaining capital levels adequate to remain well capitalized;

reliance on our management team, including our ability to attract and retain key personnel;

competition with other banks and financial institutions, and companies outside of the banking industry, including those companies that have substantially greater access to capital and other resources;

demand, development and acceptance of new products and services;

problems with technology utilized by us;

changing trends in customer profiles and behavior; and

other factors described from time to time in our reports filed with the SEC.

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These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein, and readers are cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made. In addition, past results of operations are not necessarily indicative of future results.

General

The Company’s primary source of earnings is net interest income, and its principal market risk exposure is interest rate risk. The Company is not able to predict market interest rate fluctuations and its asset/liability management strategy may not prevent interest rate changes from having a material adverse effect on the Company’s results of operations and financial condition.

Although we endeavor to minimize the credit risk inherent in the Company’s loan portfolio, we must necessarily make various assumptions and judgments about the collectability of the loan portfolio based on our experience and evaluation of economic conditions. If such assumptions or judgments prove to be incorrect, the current allowance for loan losses may not be sufficient to cover loan losses and additions to the allowance may be necessary, which would have a negative impact on net income. Over the last four years, the Company has recorded record provisions for loan losses due primarily to deteriorating quality of loans collateralized by real estate located in its principal market area.

There is intense competition in all areas in which the Company conducts its business. The Company competes with banks and other financial institutions, including savings and loan associations, savings banks, finance companies, and credit unions. Many of these competitors have substantially greater resources and lending limits and provide a wider array of banking services. To a limited extent, the Company also competes with other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies and insurance companies. Competition is based on a number of factors, including prices, interest rates, services, availability of products and geographic location.

Beginning in 2012, our business strategy included efforts to reduce our total assets and liabilities due to a continued depressed economy as well as capital limitations at the time. These efforts resulted in declines of approximately $72 million in total assets and approximately $60 million in total liabilities in 2012. With the sale of a branch completed in the first quarter of 2013, we further reduced our total assets by approximately $26 million and liabilities by approximately $23 million. This strategy helped strengthen our regulatory capital ratios in 2012 and through the second quarter of 2013. While we do not anticipate significant growth for the remainder of 2013, we do not expect to continue our efforts to reduce total assets and liabilities.

Results of operations

The following represents management’s discussion and analysis of the financial condition of the Company at June 30, 2013 and December 31, 2012 and the results of operations for the Company for the three and six months ended June 30, 2013 and 2012. This discussion should be read in conjunction with the Company’s condensed consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly report.

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Income statement analysis

Summary

For the three months ended June 30, 2013, the Company had net income of $589,000 and net income available to common shareholders of $368,000 or $0.09 per fully diluted share, compared to net loss of $(9,736,000) and net loss available to common shareholders of $(9,922,000), or $(2.33) per fully diluted share, for the same period in 2012. For the six months ended June 30, 2013, the Company had a net income totaling $78,000 and a net loss available to common shareholders of $(365,000), or $(0.09) per fully diluted share, compared to net loss totaling $(11,137,000) and a net loss available to common shareholders of $(11,543,000), or $(2.72) per share on a fully diluted share, for the same period in 2012. This represents increases in net income before the accrual of preferred stock dividends of $10,325,000 and $11,215,000, for the three and six month periods, respectively.

The components of these increases in net income before accrual of preferred stock dividends are presented following:

	Three Months			Six Months
	Ended			Ended
	June 30, 2013			June 30, 2013

Decrease in net interest income	$	(632,000	)	$	(963,000	)
Decrease in provision for loan losses		6,660,000			7,572,000
Increase in noninterest income		322,000			1,153,000
Decrease (increase) in noninterest expense		93,000			(429,000	)
Decrease in income tax expense		3,882,000			3,882,000

	$	10,325,000		$	11,215,000

The primary drivers in the improvement in our profitability were the decline in the provision for loan losses and the decrease in tax expense. The decrease in the provision for loan losses was attributable to an improving loan portfolio as well as a decline in need due to the decline in total loans. This is consistent with the first quarter of 2013. However, as we resolve nonperforming loans through foreclosure, costs associated with foreclosed real estate will continue to be a significant expense. The decrease in income tax expense was due to management’s determination in 2012 that a valuation allowance was necessary on its deferred tax asset which resulted in income tax expense.

The decrease in net interest income was primarily a result of a decline in our loan portfolio in line with our asset reduction strategy. The increase in noninterest income is attributable to the gain on sale of a branch of $598,000 in the first quarter of 2013 and increased gain on sale of loans by our mortgage company. Our mortgage company’s profit increased in the first six months of 2013 compared to the same period of 2012 by $203,000 as a result of closing $142,213,000 in mortgage loans for the first two quarters of 2013 compared to $140,359,000 for the same period in 2012.

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Net interest income

Net interest income, which represents the difference between interest earned on interest-earning assets and interest incurred on interest-bearing liabilities, is the Company’s primary source of earnings. Net interest income can be affected by changes in market interest rates as well as the level and composition of assets, liabilities and shareholder’s equity. Net interest spread is the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities. The net yield on interest-earning assets (“net interest margin”) is calculated by dividing tax equivalent net interest income by average interest-earning assets. Generally, the net interest margin will exceed the net interest spread because a portion of interest earning assets are funded by various noninterest-bearing sources, principally noninterest-bearing deposits and shareholders’ equity.

Net interest income for the second quarter of $3,720,000 represents a decrease of $(632,000), or 15%, compared to the second quarter of 2012, and a decrease of $(369,000), or 9%, compared to the first quarter of 2013.

Compared to the second quarter of 2012, average interest-earning assets for the second quarter of 2013 decreased by $50,974,000, or 11%. The decrease in interest-earning assets was due primarily to decreases in portfolio loans of $89,039,000, offset by increases in investment securities of $7,996,000 and federal funds sold of $29,287,000. This decline in average interest earning assets is consistent with our asset reduction strategy.

Net interest income of $7,809,000 for the first six months of 2013 represents a decrease of $(964,000), or 11%, compared to the same period in 2012.

Compared to the first six months of 2012, average interest-earning assets for the same period of 2013 decreased by $58,167,000, or 12%. The decrease in interest-earning assets was due primarily to decreases in portfolio loans of $81,706,000, offset by increases in investment securities of $3,388,000 and federal funds sold of $18,214,000. This decline in average interest earning assets is consistent with our asset reduction strategy.

Average interest-bearing liabilities for the second quarter of 2013 decreased by $40,262,000, or 9%, compared to the second quarter of 2012. The decrease in interest-bearing liabilities was due to declines in average deposits of $32,539,000. The average cost of interest-bearing liabilities decreased to 1.21% for the six months ended 2013 from 1.41% for the six months ended 2012. The principal reason for the decrease in liability costs was the maintenance of short-term interest rates at a low level by the Federal Reserve. The continuing low interest rates have allowed us to reduce our costs of funds as certificates of deposit and borrowings mature. See our discussion of interest rate sensitivity below for more information.

The Company’s net interest margin is not a measurement under accounting principles generally accepted in the United States, but it is a common measure used by the financial services industry to determine how profitably earning assets are funded. Our net interest margin over the last several quarters is provided in the following table:

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		Net
		Interest
Quarter Ended		Margin

June 30, 2012		3.65%
September 30, 2012		3.70%
December 31, 2012		4.25%
March 31, 2013		3.79%
June 30, 2013		3.50%

The significant increase in the net interest margin in the fourth quarter of 2012 is attributable to the recapture of interest on returning approximately $14.4 million of nonaccrual loans to accrual status during the quarter. The decline in the net interest margin for the second quarter of 2013 is primarily a result of a decline in portfolio loans of $18,388,000 during the period. Portfolio loans are our highest yielding asset and the current lending environment is very competitive.

The following table illustrates average balances of total interest-earning assets and total interest-bearing liabilities for the periods indicated, showing the average distribution of assets, liabilities, shareholders' equity and related income, expense and corresponding weighted-average yields and rates. The average balances used in these tables and other statistical data were calculated using daily average balances. We had no tax exempt assets for the periods presented.

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Average Balance Sheets
(in thousands)


	Three Months Ended June 30, 2013								Three Months Ended June 30, 2012
				Interest		Annualized						Interest		Annualized
	Average			Income/		Yield			Average			Income/		Yield
	Balance			Expense		Rate			Balance			Expense		Rate


Loans net of deferred fees	$	316,134		$	4,476		5.68	%	$	405,173		$	5,448		5.39	%
Loans held for sale		16,904			146		3.46	%		16,122			166		4.13	%
Investment securities		44,239			239		2.17	%		36,243			215		2.38	%
Federal funds and other		49,347			28		0.23	%		20,060			12		0.24	%
Total interest earning assets		426,624			4,889		4.60	%		477,598			5,841		4.91	%

Allowance for loan losses and deferred fees		(9,797	)							(14,161	)
Cash and due from banks		12,180								13,796
Premises and equipment, net		23,857								26,428
Other assets		36,768								37,444

Total assets	$	489,632							$	541,105

Interest bearing deposits
Interest checking	$	42,383		$	27		0.26	%	$	42,711		$	36		0.34	%
Money market		65,307			49		0.30	%		68,860			70		0.41	%
Savings		20,299			17		0.34	%		17,752			22		0.50	%
Certificates		230,822			857		1.49	%		262,106			1,118		1.71	%
Total		358,811			950		1.06	%		391,429			1,246		1.28	%
Borrowings		39,260			219		2.24	%		44,941			244		2.18	%
Total interest bearing liabilities		398,071			1,169		1.18	%		436,370			1,490		1.37	%
Noninterest bearing deposits		58,585								64,405
Other liabilities		8,043								5,295
Total liabilities		464,699								506,070
Equity capital		24,933								35,034
Total liabilities and capital	$	489,632							$	541,104

Net interest income before provision for
loan losses				$	3,720							$	4,351

Interest spread - average yield on interest
earning assets, less average rate on
interest bearing liabilities							3.42	%							3.54	%

Annualized net interest margin (net
interest income expressed as
percentage of average earning assets)							3.50	%							3.65	%

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Average Balance Sheets
(in thousands)

	Six Months Ended June 30, 2013								Six Months Ended June 30, 2012
				Interest		Annualized						Interest		Annualized
	Average			Income/		Yield			Average			Income/		Yield
	Balance			Expense		Rate			Balance			Expense		Rate


Loans net of deferred fees	$	330,797		$	9,453		5.76	%	$	412,503		$	11,217		5.47	%
Loans held for sale		16,554			312		3.80	%		14,617			297		4.08	%
Investment securities		37,163			427		2.32	%		33,775			366		2.18	%
Federal funds and other		47,572			53		0.22	%		29,358			32		0.22	%
Total interest earning assets		432,086			10,245		4.78	%		490,253			11,912		4.89	%
										-
Allowance for loan losses and deferred fees		(10,202	)							(13,020	)
Cash and due from banks		12,667								14,553
Premises and equipment, net		24,689								26,569
Other assets		37,371								35,348
										-
Total assets	$	496,611							$	553,703
										-
Interest bearing deposits									$	-
Interest checking	$	42,854		$	62		0.29	%		42,439		$	76		0.36	%
Money market		65,797			110		0.34	%		71,141			146		0.41	%
Savings		20,601			40		0.39	%		16,969			43		0.51	%
Certificates		238,323			1,781		1.51	%		269,565			2,339		1.74	%
Total		367,575			1,993		1.09	%		400,114			2,604		1.31	%
Borrowings		39,457			443		2.26	%		47,180			535		2.28	%
Total interest bearing liabilities		407,032			2,436		1.21	%		447,294			3,139		1.41	%
Noninterest bearing deposits		56,910								63,808
Other liabilities		7,577								4,423
Total liabilities		471,519								515,525
Equity capital		25,092								38,177
Total liabilities and capital	$	496,611							$	553,702

Net interest income before provision for
loan losses				$	7,809							$	8,773

Interest spread - average yield on interest
earning assets, less average rate on
interest bearing liabilities							3.57	%							3.48	%

Annualized net interest margin (net
interest income expressed as
percentage of average earning assets)							3.64	%							3.60	%

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Provision for loan losses

The Company did not record a provision for loan losses for the three months ended June 30, 2013 compared to $6,660,000 for the three months ended June 30, 2012. The provision for loan losses for the six months ended June 30, 2012 was $823,000 compared to $8,395,000 for the six months ended June 30, 2012. The declines in the provision for loan losses for the first three and six month periods of 2013 were primarily driven by an $82 million decline in loans outstanding from June 30, 2012 to June 30, 2013 as well as a decline in the impairment on specific nonperforming loans. While we are encouraged by this decline in the provision for loan losses, overall asset quality continues to be a concern as there continues to be uncertainty in the economy and the level of nonperforming assets remains significant.

Noninterest income

Noninterest income increased from $3,135,000 for the three months ended June 30, 2012 to $3,458,000 for the three months ended June 30, 2013, an increase of $323,000, or 10%. The increase in noninterest income is primarily a result of higher gains on loan sales from increased loan activity by our mortgage banking subsidiary of $181,000, higher service charges and fees of $93,000 and a gain on sale of securities of $27,000. Noninterest income also increased from $5,858,000 for the first six months of 2012 to $7,012,000 for the first six months of 2013, an increase of $1,153,000, or 20%. The increase in noninterest income is primarily a result of higher gains on sale of loans of $386,000 and the gain on the sale of the Robious branch of $598,000 in the first quarter of 2013.

Mortgage loan originations by our mortgage company increased only slightly by $1,854,000, or 1%, for the first six months of 2013 compared to the same period in 2012. However, proceeds from the sale of mortgage loans increased by $10,230,000 for the same comparative periods. Of the total loan production in 2013, 35% were refinancings of existing mortgages and 65% were for new home purchases. If rates were to continue to increase in 2013, mortgage production could be adversely affected.

Noninterest expense

Noninterest expense for the three months ended June 30, 2013 was $6,588,000 compared to $6,681,000 for the three months ended June 30, 2012, a decrease of $93,000, or 1%. The more significant decreases in noninterest expense occurred in expenses related to professional and outside services of $96,000, loan underwriting of $72,000, occupancy expense of $67,000 and FDIC assessment of $99,000. These declines were offset by increases in salaries and benefits of $213,273 and expenses related to foreclosed real estate of $74,000.

Noninterest expense for the six months ended June 30, 2013 totaled $13,920,000, an increase of $429,000, or 3%, from $13,491,000 for the six months ended June 30, 2012. Expenses related to foreclosed real estate increased by $478,000, and salaries and benefits increased by $554,000. These increases were offset by decreases in loan underwriting of $228,000, FDIC assessment of $119,000, accounting and auditing expense of $138,000 and occupancy expense of $91,000.

Income taxes

Certain items of income and expense are reported in different periods for financial reporting and tax return purposes. The tax effects of these temporary differences are recognized currently in the deferred income tax provision or benefit. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the applicable enacted marginal tax rate.

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The net deferred tax asset is included in other assets on the balance sheet. Accounting Standards Codification Topic 740, Income Taxes, requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. Management considers both positive and negative evidence and analyzes changes in near-term market conditions as well as other factors which may impact future operating results. In making such judgments, significant weight is given to evidence that can be objectively verified. The deferred tax assets are analyzed quarterly for changes affecting realization. Management determined that as of December 31, 2012, the objective negative evidence represented by the Company’s recent losses outweighed the more subjective positive evidence and, as a result, recognized a valuation allowance on its net deferred tax asset of approximately $10,158,000. Based on quarterly analysis for changes affecting realization of the net deferred tax asset management believes that the valuation allowance established at December 31, 2012 is adequate and did not recognize any additional valuation allowance on its net deferred tax asset at June 30, 2013. The net operating losses available to offset future taxable income amounted to $13,900,000 at June 30, 2013 and expire through 2030.

Commercial banking organizations conducting business in Virginia are not subject to Virginia income taxes. Instead, they are subject to a franchise tax based on bank capital. The Company recorded a franchise tax expense of $82,000 the six months ended June 30, 2012. Due to the Company’s adjusted capital level we were not subject to franchise tax expense in the first six months of 2013.

Balance Sheet Analysis

Our total assets decreased to $483,983,000 at June 30, 2013 from $510,087,000 at December 31, 2012, a decrease of $26,104,000, or 5%. The branch sale discussed previously was the primary driver of this decline. Net portfolio loans decreased by $48,148,000 during 2013, loans held for sale decreased by $4,429,000, liquid assets (cash and due from banks, federal funds sold and investment securities available for sale) increased by $27,747,000, and other real estate owned increased by $1,840,000.

Loans

A management objective is to maintain the quality of the loan portfolio. The Company seeks to achieve this objective by maintaining rigorous underwriting standards coupled with regular evaluation of the creditworthiness of and the designation of lending limits for each borrower. The portfolio strategies include seeking industry and loan size diversification in order to minimize credit exposure and originating loans in markets with which the Company is familiar.

The Company’s real estate loan portfolios, which represent approximately 89% of all loans, are secured by mortgages on real property located principally in the Commonwealth of Virginia. Sources of repayment are from the borrower’s operating profits, cash flows and liquidation of pledged collateral. The Company’s commercial loan portfolio represents approximately 10% of all loans. Loans in this category are typically made to individuals, small and medium-sized businesses and range between $250,000 and $2.5 million. Based on underwriting standards, commercial and industrial loans may be secured in whole or in part by collateral such as liquid assets, accounts receivable, equipment, inventory, and real property. The collateral securing any loan may depend on the type of loan and may vary in value based on market conditions. The remainder of our loan portfolio is in consumer loans which represent 1% of the total.

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The following table presents the composition of our loan portfolio (excluding mortgage loans held for sale) at the dates indicated.

Loan Portfolio, Net
(In thousands)

	June 30, 2013						December 31, 2012
	Amount			%			Amount			%
Construction and land development
Residential	$	3,835			1.25	%	$	2,845			0.80	%
Commercial		33,465			10.95	%		41,210			11.61	%
Total construction and land development		37,300			12.20	%		44,055			12.41	%
Commercial real estate
Farmland		2,525			0.83	%		2,581			0.73	%
Commercial real estate - owner occupied		75,116			24.58	%		92,773			26.14	%
Commercial real estate - non-owner occupied		45,796			14.98	%		54,551			15.37	%
Multifamily		8,852			2.90	%		7,979			2.25	%
Total commercial real estate		132,289			43.29	%		157,884			44.49	%
Consumer real estate
Home equity lines		22,764			7.46	%		25,521			7.19	%
Secured by 1-4 family residential,
secured by first deeds of trust		72,608			23.76	%		80,788			22.76	%
Secured by 1-4 family residential,
secured by second deeds of trust		8,335			2.72	%		9,517			2.68	%
Total consumer real estate		103,707			33.94	%		115,827			32.63	%
Commercial and industrial loans
(except those secured by real estate)		29,713			9.72	%		34,384			9.69	%
Consumer and other		2,607			0.85	%		2,761			0.78	%

Total loans		305,616			100.0	%		354,910			100.0	%
Deferred loan cost (unearned income), net		736						788
Less: Allowance for loan losses		(9,610	)					(10,808	)

	$	296,742					$	344,890

The decline in our total loan portfolio was primarily due to the branch sale which included the sale of approximately $12 million in loans, as well as management’s strategy to decrease our level of assets to improve our regulatory capital ratios and reduce our overhead expenses.

The Company assigns risk rating classifications to its loans. These risk ratings are divided into the following groups:

Risk rated 5 loans are defined as having potential weaknesses that deserve management’s close attention;

Risk rated 6 loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any, and;

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Allowance for loan losses

We monitor and maintain an allowance for loan losses to absorb an estimate of probable losses inherent in the loan portfolio. We maintain policies and procedures that address the systems of controls over the following areas of maintenance of the allowance: the systematic methodology used to determine the appropriate level of the allowance to provide assurance they are maintained in accordance with accounting principles generally accepted in the United States of America; the accounting policies for loan charge-offs and recoveries; the assessment and measurement of impairment in the loan portfolio; and the loan grading system.

The allowance reflects management’s best estimate of probable losses within the existing loan portfolio and of the risk inherent in various components of the loan portfolio, including loans identified as impaired as required by FASB Codification Topic 310: Receivables. Loans evaluated individually for impairment include non-performing loans, such as loans on non-accrual, loans past due by 90 days or more, restructured loans and other loans selected by management. The evaluations are based upon discounted expected cash flows or collateral valuations. If the evaluation shows that a loan is individually impaired, then a specific reserve is established for the amount of impairment.

Loans are grouped by similar characteristics, including the type of loan, the assigned loan classification and the general collateral type. A loss rate reflecting the expected loss inherent in a group of loans is derived based upon historical net charge-off rates, the predominant collateral type for the group and the terms of the loan. The resulting estimate of losses for groups of loans is adjusted for relevant environmental factors and other conditions of the portfolio of loans and leases, including: borrower and industry concentrations; levels and trends in delinquencies, charge-offs and recoveries; changes in underwriting standards and risk selection; level of experience, ability and depth of lending management; and national and local economic conditions.

The amounts of estimated impairment for individually evaluated loans and groups of loans are added together for a total estimate of loan losses. This estimate of losses is compared to our allowance for loan losses as of the evaluation date and, if the estimate of losses is greater than the allowance, an additional provision to the allowance would be made. If the estimate of losses is less than the allowance, the degree to which the allowance exceeds the estimate is evaluated to determine whether the allowance falls outside a range of estimates. We recognize the inherent imprecision in estimates of losses due to various uncertainties and variability related to the factors used, and therefore a reasonable range around the estimate of losses is derived and used to ascertain whether the allowance is too high. If different assumptions or conditions were to prevail and it is determined that the allowance is not adequate to absorb the new estimate of probable losses, an additional provision for loan losses would be made, which amount may be material to the financial statements.

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The allowance for loan losses at June 30, 2013 was $9,610,000, compared to $10,808,000 at December 31, 2012. The ratio of the allowance for loan losses to gross portfolio loans (net of unearned income and excluding mortgage loans held for sale) at June 30, 2013 and December 31, 2012 was 3.14% and 3.04%, respectively. The decrease in the allowance for loan losses for the first six months of 2013 was primarily a result of the decline in portfolio loans of $49,294,000 as well as significant charge-offs recognized during the quarter for which specific provisions for loan losses had been previously provided. We believe the amount of the allowance for loan losses at June 30, 2013 is adequate to absorb the losses that can reasonably be anticipated from the loan portfolio at that date.

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The following table presents an analysis of the changes in the allowance for loan losses for the periods indicated (in thousands).

Analysis of Allowance for Loan Losses
(In thousands)
	Six Months Ended
	June 30,
	2013			2012

Beginning balance	$	10,808		$	16,071
Provision for loan losses		823			8,395
Charge-offs
Construction and land development
Residential		-			(795	)
Commercial		(95	)		(3,773	)
Commercial real estate
Farmland		-			-
Commercial real estate - owner occupied		(275	)		(309	)
Commercial real estate - non-owner occupied		(510	)		(313	)
Multifamily
Consumer real estate
Home equity lines		(244	)		(292	)
Secured by 1-4 family residential,
secured by first deeds of trust		(875	)		(2,589	)
Secured by 1-4 family residential,
secured by second deeds of trust		(215	)		(197	)
Commercial and industrial loans
(except those secured by real estate)		(351	)		(1,156	)
Consumer and other		(14	)		(402	)
		(2,579	)		(9,827	)
Recoveries
Construction and land development
Residential		101			1
Commercial		246			1
Commercial real estate
Farmland		-			-
Commercial real estate - owner occupied		43			-
Commercial real estate - non-owner occupied		-			-
Multifamily
Consumer real estate
Home equity lines		-			1
Secured by 1-4 family residential,
secured by first deeds of trust		21			81
Secured by 1-4 family residential,
secured by second deeds of trust		5			5
Commercial and industrial loans
(except those secured by real estate)		136			134
Consumer and other		6			3
		558			226
Net charge-offs		(2,021	)		(9,601	)

Ending balance	$	9,610		$	14,866

Loans outstanding at end of period (1)	$	306,352		$	393,787
Ratio of allowance for loan losses as
a percent of loans outstanding at
end of period		3.14	%		3.78	%

Average loans outstanding for the period (1)	$	330,797		$	405,173
Ratio of net charge-offs to average loans
outstanding for the period		0.61	%		2.37	%

(1) Loans are net of unearned income.

The allowance for loan losses as a percentage of net loans decreased from 3.78% at June 30, 2012 to 3.14% at June 30, 2013 primarily as a result of significant charge-offs recognized during the prior year for which specific provisions for loan losses had been previously provided.

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Asset quality

The following table summarizes asset quality information at the dates indicated (dollars in thousands).

	June 30,			December 31,			June 30,
	2013			2012			2012

Nonaccrual loans	$	21,686		$	25,605		$	56,632
Foreclosed properties		22,044			20,204			17,677
Total nonperforming assets	$	43,730		$	45,809		$	74,309

Restructured loans still accruing	$	31,271		$	38,820		$	12,655

Loans past due 90 days and still accruing
(not included in nonaccrual loans above)	$	-		$	115		$	199

Nonperforming assets to loans at end of period(1)		14.3	%		12.9	%		18.9	%

Nonperforming assets to total assets		9.0	%		9.0	%		14.1	%

Allowance for loan losses to nonaccrual loans		44.3	%		42.2	%		26.3	%

(1) Loans are net of deferred fees and costs.

The following table presents an analysis of the changes in nonperforming assets for the six months ended June 30, 2013 (dollars in thousands).

	Nonaccrual			Foreclosed
	Loans			Properties			Total

Balance December 31, 2012	$	25,605		$	20,204		$	45,809
Additions, net		7,050			189			7,239
Transfers to OREO		(5,432	)		5,432			-
Repayments		(2,965	)		-			(2,965	)
Charge-offs		(2,572	)		(1,487	)		(4,059	)
Sales		-			(2,294	)		(2,294	)

Balance June 30, 2013	$	21,686		$	22,044		$	43,730

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The following table presents an analysis of the changes in nonperforming assets for the twelve months ended June 30, 2013 (dollars in thousands).

	Nonaccrual			Foreclosed
	Loans			Properties			Total

Balance June 30, 2012	$	56,632		$	17,677		$	74,309
Additions, net		1,959			848			2,807
Transfers to OREO		(15,341	)		15,341			-
Repayments		(14,356	)		-			(14,356	)
Charge-offs		(7,208	)		(3,222	)		(10,430	)
Sales					(8,600	)		(8,600	)

Balance June 30, 2013	$	21,686		$	22,044		$	43,730

Until a nonperforming restructured loan has performed in accordance with its restructured terms for a minimum of six months, it will remain on nonaccrual status.

Interest is accrued on outstanding loan principal balances, unless the Company considers collection to be doubtful. Commercial and unsecured consumer loans are designated as non-accrual when the Company considers collection of expected principal and interest doubtful. Mortgage loans and most other types of consumer loans past due 90 days or more may remain on accrual status if management determines that concern over our ability to collect principal and interest is not significant. When loans are placed in non-accrual status, previously accrued and unpaid interest is reversed against interest income in the current period and interest is subsequently recognized only to the extent cash is received. Interest accruals are resumed on such loans only when in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.

Of the total nonaccrual loans of $21,686,000 at June 30, 2013 that were considered impaired, 18 loans totaling $6,381,000 had specific allowances for loan losses totaling $1,931,000. This compares to $25,605,000 in nonaccrual loans at December 31, 2012 of which 15 loans totaling $4,648,000 had specific allowances for loan losses of $1,338,000.

Cumulative interest income that would have been recorded had nonaccrual loans been performing would have been approximately $1,231,000 and $2,018,000 for the six months ended June 30, 2013 and 2012, respectively.

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Deposits

Deposits as of June 30, 2013 and December 31, 2011 were as follows:

	June 30, 2013					December 31, 2012
	Amount		%			Amount		%

Demand accounts	$	60,572,546		14.5	%	$	57,049,348		13.1	%
Interest checking accounts		42,512,454		10.1	%		45,861,199		10.5	%
Money market accounts		66,403,772		15.8	%		66,007,160		15.1	%
Savings accounts		20,565,473		4.9	%		20,922,112		4.8	%
Time deposits of $100,000 and over		106,224,844		25.4	%		113,332,481		26.0	%
Other time deposits		122,716,249		29.3	%		133,150,662		30.5	%

Total	$	418,995,338		100.0	%	$	436,322,962		100.0	%

Total deposits decreased by $17,628,000, or 4.0%, from $436,323,000 at December 31, 2012 to $421,419,000 at June 30, 2013, as compared to a decrease of $35,101,000, or 7.2%, during the first six months of 2012. Checking and savings accounts decreased by $182,000, money market accounts increased by $397,000 and time deposits decreased by $17,542,000. The decline in time deposits was a result of the branch sale as well as repricing maturing time deposits at rates below market for noncore depositors. The cost of our interest-bearing deposits declined to 1.09% for the first six months of 2013 compared to 1.31% for the first six months of 2012.

The variety of deposit accounts that we offer has allowed us to be competitive in obtaining funds and has allowed us to respond with flexibility to, although not to eliminate, the threat of disintermediation (the flow of funds away from depository institutions such as banking institutions into direct investment vehicles such as government and corporate securities). Our ability to attract and retain deposits, and our cost of funds, has been, and is expected to continue to be, significantly affected by money market conditions.

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Borrowings

We utilize borrowings to supplement deposits when they are available at a lower overall cost to us or they can be invested at a positive rate of return.

As a member of the Federal Home Loan Bank of Atlanta (“FHLB”), the Bank is required to own capital stock in the FHLB and is authorized to apply for borrowings from the FHLB. Each FHLB credit program has its own interest rate, which may be fixed or variable, and range of maturities. The FHLB may prescribe the acceptable uses to which the advances may be put, as well as on the size of the advances and repayment provisions. Borrowings from the FHLB were $23,000,000 and $28,000,000 at June 30, 2013 and December 31, 2012 respectively. The FHLB advances are secured by the pledge of residential mortgage loans, investment securities and our FHLB stock.

Capital resources

Stockholders’ equity at June 30, 2013 was $22,901,000, compared to $24,965,000 at December 31, 2012. On May 1, 2009, the Company received a $14,738,000 investment by the United States Department of the Treasury under its Capital Purchase Program (the TARP Program). The TARP Program is a voluntary program designed to provide capital for healthy banks to improve the flow of funds from banks to their customers. Under the TARP Program, the Company issued to the Treasury $14,738,000 of preferred stock and warrants to purchase 499,030 shares of the Company’s common stock at a purchase price of $4.43 per share. The preferred stock issued by the Company under the TARP Capital Purchase Program carries a 5% dividend until May 1, 2014, and 9% thereafter, unless the shares are redeemed by the Company. The $(2,874,000) decrease in equity during the first six months of 2013 was primarily due to an unrealized loss of $(2,588,000) related to a decline in the market value of available for sale investments. This decline in the market value of available for sale securities is attributable to an increase in interest rates during the second quarter. As of June 30, 2013, we do not have the intent to sell any of these securities and we believe that it is more likely than not that we will not have to sell these securities before a recovery of cost. The Bank has significant resources of liquidity other than these securities that will allow us to hold them. Additionally, the securities could be pledged to obtain loans for liquidity if needed.

During the first quarter of 2005, the Company issued $5.2 million in Trust Preferred Capital Notes to increase its regulatory capital and to help fund its expected growth in 2005. During the third quarter of 2007, the Company issued $3.6 million in Trust Preferred Capital Notes to partially fund the construction of an 80,000 square foot building completed in 2008. The Trust Preferred Capital Notes may be included in Tier 1 capital for regulatory capital adequacy determination purposes up to 25% of Tier 1 capital after its inclusion.

The Company is currently prohibited by its Written Agreement with the Reserve Bank from making dividend or interest payments on the TARP program preferred stock or trust preferred capital notes without prior regulatory approval. In addition, the Consent Order with the FDIC and BFI provides that the Bank will not pay any dividends, pay bonuses or make any other form of payment outside the ordinary course of business resulting in a reduction in capital, without regulatory approval. At June 30, 2013, the aggregate amount of the Company’s total accrued but deferred dividend payments on TARP was $1,750,137 and the interest payments on trust preferred capital notes was $768,740.

In June 2012 as a result of the unpaid dividends, Treasury requested that an observer appointed by Treasury be allowed to attend the Company’s meetings of its board of directors. The observer started attending board meetings commencing in August 2012. Treasury has the contractual right to nominate up to two members to the board of directors upon the Company’s sixth deferred dividend payment. The Company has deferred nine dividend payments as of June 30, 2013. However, Treasury has not indicated at this time it will nominate two directors to our board.

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The Company is currently evaluating potential sources of additional capital, with the objective to become compliant with the capital requirements of the Consent Order as soon as practically possible. In addition the Company is considering various alternatives for the repayment of the preferred stock issued under the TARP Program. However, no assurance can be given that sources of new capital will be received.

The following table presents the composition of regulatory capital and the capital ratios for the Company at the dates indicated (dollars in thousands).

	June 30,			December 31,
	2013			2012

Tier 1 capital
Preferred stock	$	59		$	59
Common stock		17,007			17,007
Additional paid-in capital		40,706			40,705
Retained earnings (deficit)		(33,538	)		(33,174	)
Warrant Surplus		732			732
Discount on preferred stock		(125	)		(199	)
Qualifying trust preferred securities		3,216			3,306
Less intangible assets		(344	)		(393	)
Disallowed Deferred tax asset		-			-
Total equity		27,713			28,043
Total Tier 1 capital		27,713			28,043

Tier 2 capital
Qualifying trust preferred securities		5,548			5,458
Allowance for loan losses		4,351			4,795
Total Tier 2 capital		9,899			10,253

Total risk-based capital		37,612			38,296

Risk-weighted assets	$	342,881		$	377,572

Average assets	$	485,326		$	505,046

Capital ratios
Leverage ratio (Tier 1 capital to
average assets)		5.71	%		5.55	%
Tier 1 capital to risk-weighted assets		8.08	%		7.43	%
Total capital to risk-weighted assets		10.97	%		10.14	%
Equity to total assets		4.56	%		4.89	%

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The following table presents the composition of regulatory capital and the capital ratios for the Bank at the dates indicated (dollars in thousands).

	June 30,			December 31,
	2013			2012

Tier 1 capital
Common stock		6,849			6,849
Additional paid-in capital		55,407			55,406
Retained earnings (deficit)		(28,628	)		(28,925	)
Less intangible assets		(344	)		(393	)
Total equity		33,284			32,937
Total Tier 1 capital		33,284			32,937

Tier 2 capital
Allowance for loan losses		4,326			4,769
Total Tier 2 capital		4,326			4,769

Total risk-based capital		37,610			37,706

Risk-weighted assets	$	340,771		$	375,451

Average assets	$	484,938		$	505,150

Capital ratios
Leverage ratio (Tier 1 capital to
average assets)		6.86	%		6.52	%
Tier 1 capital to risk-weighted assets		9.77	%		8.77	%
Total capital to risk-weighted assets		11.04	%		10.04	%
Equity to total assets		6.42	%		6.55	%

Federal regulatory agencies are required by law to adopt regulations defining five capital tiers: well capitalized, adequately capitalized, under capitalized, significantly under capitalized, and critically under capitalized. The Bank met the ratio requirements to be categorized “well capitalized” institution as of June 30, 2013 and December 31, 2012. However, due to the minimum capital ratios required by the Consent Order, the Bank currently is considered “adequately capitalized”. The Consent Order requires the Bank to maintain a leverage ratio of at least 8% and a total capital to risk-weighted assets ratio of at least 11%. At June 30, 2013, the Bank’s leverage ratio was 6.86% and the total capital to risk weighted assets ratio was 11.04%. As required by the Consent Order, the Bank has provided a capital plan to the FDIC and BFI that demonstrates how the Bank will come into compliance with the required minimum capital ratios set forth in the Consent Order. When capital falls below the “well capitalized” requirement, consequences can include: new branch approval could be withheld; more frequent examinations by the FDIC; brokered deposits cannot be renewed without a waiver from the FDIC; and other potential limitations as described in FDIC Rules and Regulations sections 337.6 and 303, and FDIC Act section 29. In addition, the FDIC insurance assessment increases when an institution falls below the “well capitalized” classification.

Liquidity

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

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At June 30, 2013, our liquid assets, consisting of cash, cash equivalents and investment securities available for sale totaled $106,032,000, or 22% of total assets. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner. However, approximately $9,636,000 of these securities are pledged against borrowings. Therefore, the related borrowings would need to be repaid prior to the securities being sold in order for these securities to be converted to cash.

Our holdings of liquid assets plus the ability to maintain and expand our deposit base and borrowing capabilities serve as our principal sources of liquidity. We plan to meet our future cash needs through the liquidation of temporary investments, the generation of deposits, and from additional borrowings. In addition, we will receive cash upon the maturity and sale of loans and the maturity of investment securities. We maintain two federal funds lines of credit with correspondent banks totaling $22 million for which there were no borrowings against the lines at June 30, 2013.

At June 30, 2013, we had commitments to originate $58,769,000 of loans. Fixed commitments to incur capital expenditures were less than $25,000 at June 30, 2013. Certificates of deposit scheduled to mature in the 12-month period ending June 30, 2014 totaled $96,574,000. We believe that a significant portion of such deposits will remain with us. We further believe that deposit growth, loan repayments and other sources of funds will be adequate to meet our foreseeable short-term and long-term liquidity needs.

Interest rate sensitivity

An important element of asset/liability management is the monitoring of our sensitivity to interest rate movements. In order to measure the effects of interest rates on our net interest income, management takes into consideration the expected cash flows from the securities and loan portfolios and the expected magnitude of the repricing of specific asset and liability categories. We evaluate interest sensitivity risk and then formulate guidelines to manage this risk based on management’s outlook regarding the economy, forecasted interest rate movements and other business factors. Our goal is to maximize and stabilize the net interest margin by limiting exposure to interest rate changes.

Contractual principal repayments of loans do not necessarily reflect the actual term of our loan portfolio. The average lives of mortgage loans are substantially less than their contractual terms because of loan prepayments and because of enforcement of due-on-sale clauses, which gives us the right to declare a loan immediately due and payable in the event, among other things, the borrower sells the real property subject to the mortgage and the loan is not repaid. In addition, certain borrowers increase their equity in the security property by making payments in excess of those required under the terms of the mortgage.

The sale of fixed rate loans is intended to protect us from precipitous changes in the general level of interest rates. The valuation of adjustable rate mortgage loans is not as directly dependent on the level of interest rates as is the value of fixed rate loans. As with other investments, we regularly monitor the appropriateness of the level of adjustable rate mortgage loans in our portfolio and may decide from time to time to sell such loans and reinvest the proceeds in other adjustable rate investments.

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The data in the following table reflects repricing or expected maturities of various assets and liabilities at June 30, 2013. The gap analysis represents the difference between interest-sensitive assets and liabilities in a specific time interval. Interest sensitivity gap analysis presents a position that existed at one particular point in time, and assumes that assets and liabilities with similar repricing characteristics will reprice at the same time and to the same degree.

Village Bank and Trust Financial Corp.
Interest Rate Sensitivity GAP Analysis
June 30, 2013
(In thousands)


	Within 3			3 to 6			6 to 12			13 to 36			More than
	Months			Months			Months			Months			36 Months			Total
Interest Rate Sensitive Assets
Loans (1)
Fixed rate	$	7,584		$	6,159		$	14,575		$	17,898		$	72,074		$	118,290
Variable rate		42,823			10,361			24,555			32,553			77,034			187,326
Investment securities		-			-						-			58,067			58,067
Loans held for sale		19,759			-			-			-			-			19,759
Federal funds sold		36,085			-			-			-			-			36,085

Total rate sensitive assets		106,251			16,520			39,130			50,451			207,175			419,527
Cumulative rate sensitive assets		106,251			122,771			161,901			212,352			419,527

Interest Rate Sensitive Liabilities
Interest checking		-			-			-			42,512			-			42,512
Money market accounts		66,404			-			-			-			-			66,404
Savings		-			-			-			20,565			-			20,565
Certificates of deposit		29,081			22,828			44,665			87,418			44,949			228,941
FHLB advances		5,000			-			5,000			13,000			-			23,000
Trust Preferred Securities		-			-			-						8,764			8,764
Other borrowings		4,425			-			-			-			-			4,425

Total rate sensitive liabilities		104,910			22,828			49,665			163,495			53,713			394,611
Cumulative rate sensitive liabilities		104,910			127,738			177,403			340,898			394,611

Rate sensitivity gap for period	$	1,341		$	(6,308	)	$	(10,535	)	$	(113,044	)	$	153,462		$	24,916
Cumulative rate sensitivity gap	$	1,341		$	(4,967	)	$	(15,502	)	$	(128,546	)	$	24,916

Ratio of cumulative gap to total assets		0.3	%		(1.0	)%		(3.2	)%		(26.6	)%		5.1	%
Ratio of cumulative rate sensitive
assets to cumulative rate sensitive
liabilities		101.3	%		96.1	%		91.3	%		62.3	%		106.3	%
Ratio of cumulative gap to cumulative
rate sensitive assets		1.3	%		(4.0	)%		(9.6	)%		(60.5	)%		5.9	%



(1) Includes nonaccrual loans of approximately $21,686,000, which are spread throughout the categories.

At June 30, 2013, our balance sheet is asset sensitive for the first three months, meaning that our assets reprice more quickly than our liabilities during that period, and liability sensitive for the next thirty-three months, meaning that our liabilities will reprice more quickly than our assets during that period, with a ratio of cumulative gap to total assets ranging from a positive gap of 0.3% for the first three months to a negative gap of (26.6)% for thirteen to thirty six month period. A negative gap can adversely affect earnings in periods of increasing interest rates. Given the Federal Reserve’s recent announcement that it will maintain short-term interest rates

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at current levels until the end of 2014, we do not expect interest rates to increase in the foreseeable future. However, we believe our balance sheet should be asset sensitive and, accordingly, we have adopted pricing policies to lengthen the maturities/repricing of our liabilities relative to the maturities/pricing of our assets.

Critical accounting policies

General

The accounting and reporting policies of the Company and its subsidiary are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and conform to general practices within the banking industry. The Company’s financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities, and amounts reported for revenues, expenses and related disclosures. Different assumptions in the application of these policies could result in material changes in the Company’s consolidated financial position and/or results of operations.

The more critical accounting and reporting policies include the Company’s accounting for the allowance for loan losses, troubled debt restructurings, real estate acquired in settlement of loans, and income taxes. The Company’s accounting policies are fundamental to understanding the Company’s consolidated financial position and consolidated results of operations.

The following is a summary of the Company’s critical accounting policies that are highly dependent on estimates, assumptions, and judgments.

Allowance for loan losses

Loans are grouped by similar characteristics, including the type of loan, the assigned loan classification and the general collateral type. A loss rate reflecting the expected loss inherent in a group of loans is derived based upon estimates of default rates for a given loan grade, the predominant collateral type for the group and the terms of the loan. The resulting estimate of losses for groups of loans is adjusted for relevant environmental factors and other conditions of the portfolio of loans and leases, including: borrower and industry concentrations; levels and trends in delinquencies, charge-offs and recoveries; changes in underwriting standards and risk selection; level of experience, ability and depth of lending management; and national and local economic conditions.

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The amounts of estimated impairment for individually evaluated loans and groups of loans are added together for a total estimate of loan losses. This estimate of losses is compared to our allowance for loan losses as of the evaluation date and, if the estimate of losses is greater than the allowance, an additional provision to the allowance would be made. If the estimate of losses is less than the allowance, the degree to which the allowance exceeds the estimate is evaluated to determine whether the allowance falls outside a range of estimates. If the estimate of losses is below the range of reasonable estimates, the allowance would be reduced by way of a credit to the provision for loan losses. We recognize the inherent imprecision in estimates of losses due to various uncertainties and variability related to the factors used, and therefore a reasonable range around the estimate of losses is derived and used to ascertain whether the allowance is too high. If different assumptions or conditions were to prevail and it is determined that the allowance is not adequate to absorb the new estimate of probable losses, an additional provision for loan losses would be made, which amount may be material to the financial statements.

Troubled debt restructurings

A loan is accounted for as a troubled debt restructuring if we, for economic or legal reasons, grant a concession to a borrower considered to be experiencing financial difficulties that we would not otherwise consider. A troubled debt restructuring may involve the receipt of assets from the debtor in partial or full satisfaction of the loan, or a modification of terms such as a reduction of the stated interest rate or balance of the loan, a reduction of accrued interest, an extension of the maturity date or renewal of the loan at a stated interest rate lower than the current market rate for a new loan with similar risk, or some combination of these concessions. Troubled debt restructurings can be in either accrual or nonaccrual status. Nonaccrual troubled debt restructurings are included in nonperforming loans. Accruing troubled debt restructurings are generally excluded from nonperforming loans as it is considered probable that all contractual principal and interest due under the restructured terms will be collected. Troubled debt restructurings generally remain categorized as nonperforming loans and leases until a six-month payment history has been maintained.

In accordance with current accounting guidance, loans modified as troubled debt restructurings are, by definition, considered to be impaired loans. Impairment for these loans is measured on a loan-by-loan basis similar to other impaired loans as described above under Allowance for loan losses. Certain loans modified as troubled debt restructurings may have been previously measured for impairment under a general allowance methodology (i.e., pooling), thus at the time the loan is modified as a troubled debt restructuring the allowance will be impacted by the difference between the results of these two measurement methodologies. Loans modified as troubled debt restructurings that subsequently default are factored into the determination of the allowance in the same manner as other defaulted loans.

Real estate acquired in settlement of loans

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

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Income taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance may be established. Management considers the determination of this valuation allowance to be a critical accounting policy due to the need to exercise significant judgment in evaluating the amount and timing of recognition of deferred tax liabilities and assets, including projections of future taxable income. These judgments and estimates are reviewed on a continual basis as regulatory and business factors change. A valuation allowance for deferred tax assets may be required if the amounts of taxes recoverable through loss carry backs decline, or if management projects lower levels of future taxable income. Management determined that as of December 31, 2012 and June 30, 2013, the objective negative evidence represented by the Company’s recent losses outweighed the more subjective positive evidence and, as a result, recognized a valuation allowance of $10,158,000 and $10,368,000 respectively, representing 100% of the net deferred tax asset at the indicated date.

New accounting standards

In February 2013, the Financial Accounting Standards Board (FASB) issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which is intended to improve the reporting of reclassifications out of accumulated other comprehensive income. The ASU requires an entity to report, either on the face of the income statement or in the notes to the financial statements, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in the income statement if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other required disclosures that provide additional detail about those amounts. This ASU is effective prospectively in the first quarter of 2013. The Company has included the required disclosures from ASU 2013-02 in the consolidated financial statements.

Impact of inflation and changing prices

The Company’s consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States, which require the Company to measure financial position and operating results primarily in terms of historical dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on the operations of the Company is reflected in increased operating costs. In management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond the control of the Company, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the United States government, its agencies and various other governmental regulatory authorities.

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ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4 – CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of June 30, 2013. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2013 in ensuring that all material information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed summarized and reported with the time periods specified in SEC rules and regulations and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. There were no changes in our internal control over financial reporting identified in connection with the evaluation of it that occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

Not applicable.

ITEM 1A – RISK FACTORS

There were no material changes to the Company's risk factors as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

In consideration of our agreements with our regulators, which require regulatory approval to make dividend payments on our preferred stock, the Company notified the U.S. Treasury in May 2011 that the Company was going to defer the payment of the quarterly cash dividend of $184,225 due on May 16, 2011, and subsequent quarterly payments, on the Preferred Stock. The total arrearage on such preferred stock as of June 30, 2013 was $1,750,137.

ITEM 4 – MINE SAFETY DISCOLOSURES

None

ITEM 5 – OTHER INFORMATION

Not applicable.

ITEM 6 – EXHIBITS

	31.1	Certification of Chief Executive Officer

	31.2	Certification of Chief Financial Officer

	32.1	Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

	101	The following materials from the Village Bank and Trust Financial Corp. Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VILLAGE BANK AND TRUST FINANCIAL CORP.
	(Registrant)


Date: August 14, 2013	By:	/s/ Thomas W. Winfree
		Thomas W. Winfree
		President and
		Chief Executive Officer


Date: August 14, 2013	By:	/s/ C. Harril Whitehurst, Jr.
		C. Harril Whitehurst, Jr.
		Senior Vice President and
		Chief Financial Officer

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Exhibit Index

Exhibit Number	Document

31.1	Certification of Chief Executive Officer

31.2	Certification of Chief Financial Officer

32.1	Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

101	The following materials from the Village Bank and Trust Financial Corp. Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements