Village Bank and Trust Financial
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Village Bank and Trust Financial - 10-Q quarterly report FY2013 Q3


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

__________

FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

TRANSITION 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 November 1, 2013
 




Village Bank and Trust Financial Corp.
Form 10-Q


     
   
     
   
 
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September 30,
  
December 31,
 
   
2013
  
2012
 
Assets
      
Cash and due from banks
 $13,142,811  $13,945,105 
Federal funds sold
  20,632,216   39,185,837 
Total cash and cash equivalents
  33,775,027   53,130,942 
Investment securities available for sale
  59,112,521   25,154,046 
Loans held for sale
  14,526,577   24,188,384 
Loans
        
Outstandings
  303,001,827   354,910,266 
Allowance for loan losses
  (8,627,944)  (10,807,827)
Deferred fees and costs
  690,947   787,823 
    295,064,830   344,890,262 
Premises and equipment, net
  23,672,984   25,815,342 
Accrued interest receivable
  1,517,519   1,676,518 
Bank owned life insurance
  6,718,678   6,575,018 
Other real estate owned
  19,651,654   20,203,691 
Other assets
  5,680,845   8,453,169 
          
   $459,720,635  $510,087,372 
          
Liabilities and Stockholders' Equity
        
Liabilities
        
Deposits
        
Noninterest bearing demand
 $59,172,655  $57,049,348 
Interest bearing
  342,423,760   379,273,614 
Total deposits
  401,596,415   436,322,962 
Federal Home Loan Bank advances
  18,000,000   28,000,000 
Long-term debt - trust preferred securities
  8,764,000   8,764,000 
Other borrowings
  3,289,463   4,851,811 
Accrued interest payable
  1,054,233   911,635 
Other liabilities
  5,762,908   6,272,163 
Total liabilities
  438,467,019   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 September 30, 2013
        
4,251,795 shares issued and outstanding at December 31, 2012
  17,007,180   17,007,180 
Additional paid-in capital
  40,711,221   40,705,257 
Retained earnings (deficit)
  (34,026,563)  (33,173,525)
Common stock warrant
  732,479   732,479 
Discount on preferred stock
  (87,392)  (198,993)
Accumulated other comprehensive loss
  (3,142,261)  (166,549)
Total stockholders' equity
  21,253,616   24,964,801 
          
   $459,720,635  $510,087,372 
          
See accompanying notes to consolidated financial statements
        





Village Bank and Trust Financial Corp. and Subsidiary
 
 
Three and NIne Months Ended September 30 2013 and 2012
 
(Unaudited)
 
              
              
   
Three Months Ended September 30,
  
Nine Months Ended September 30,
 
   
2013
  
2012
  
2013
  
2012
 
Interest income
            
Loans
 $4,459,368  $5,488,927  $14,224,369  $17,002,398 
Investment securities
  323,763   166,684   750,678   532,229 
Federal funds sold
  18,145   11,570   71,159   44,123 
Total interest income
  4,801,276   5,667,181   15,046,206   17,578,750 
                  
Interest expense
                
Deposits
  850,206   1,187,060   2,842,814   3,791,427 
Borrowed funds
  167,249   263,747   610,594   798,868 
Total interest expense
  1,017,455   1,450,807   3,453,408   4,590,295 
                  
Net interest income
  3,783,821   4,216,374   11,592,798   12,988,455 
Provision for loan losses
  -   700,000   823,000   9,095,000 
Net interest income (loss) after provision
                
for loan losses
  3,783,821   3,516,374   10,769,798   3,893,455 
                  
Noninterest income
                
Service charges and fees
  645,499   604,377   1,790,785   1,652,355 
Gain on sale of loans
  2,126,263   2,394,138   6,454,380   6,336,030 
Gain on sale of assets
  -   -   598,182   - 
Gain on sale of investment securities
  -   556,805   216,879   820,482 
Rental income
  213,736   187,839   657,224   557,920 
Other
  99,485   285,723   396,093   497,927 
Total noninterest income
  3,084,983   4,028,882   10,113,543   9,864,714 
                  
Noninterest expense
                
Salaries and benefits
  3,633,542   3,484,073   10,592,092   9,888,166 
Occupancy
  501,951   513,278   1,588,646   1,579,976 
Equipment
  166,287   231,556   523,416   710,522 
Supplies
  100,057   125,514   323,639   322,727 
Professional and outside services
  499,676   708,554   1,823,453   2,077,845 
Advertising and marketing
  49,917   48,362   192,478   172,408 
Expenses related to foreclosed real estate
  1,301,423   1,724,348   3,575,924   3,520,971 
Other operating expenses
  882,777   915,333   2,452,456   2,946,054 
Total noninterest expense
  7,135,630   7,751,018   21,072,104   21,218,669 
                  
Net income (loss) before income taxes
  (266,826)  (205,762)  (188,763)  (7,460,500)
Income tax expense (benefit)
  -   161,315   -   4,043,229 
                  
Net income (loss)
  (266,826)  (367,077)  (188,763)  (11,503,729)
                  
Preferred stock dividends and amortization of discount
  221,531   221,142   664,275   627,031 
                  
Net income (loss) available to common shareholders
 $(488,357) $(588,219) $(853,038) $(12,130,760)
                  
Earnings (loss) per share, basic
 $(0.11) $(0.14) $(0.20) $(2.85)
Earnings (loss) per share, diluted
 $(0.11) $(0.14) $(0.20) $(2.85)
                  
See accompanying notes to consolidated financial statements
                
 
Village Bank and Trust Financial Corp. and Subsidiary
Three and Nine Months Ended September 30, 2013 and 2012
(Unaudited)
 
   
Three Months Ended September 30,
 
   
2013
  
2012
 
      
Tax
        
Tax
    
      
Expense
        
Expense
    
   
Amount
  
(Benefit)
  
Total
  
Amount
  
(Benefit)
  
Total
 
                    
Net income (loss)
 $(266,826) $-  $(266,826) $(205,762) $161,315  $(367,077)
Other comprehensive income (loss)
                        
Unrealized holding gains (losses) arising during
                        
the period
  (596,664)  (202,866)  (393,798)  (62,063)  (21,101)  (40,962)
Reclassification adjustment for (gains) losses
                        
realized in income
  -   -   -   (556,805)  (189,314)  (367,491)
Minimum pension adjustment
  3,250   1,105   2,145   3,250   1,105   2,145 
Total other comprehensive income (loss)
  (593,414)  (201,761)  (391,653)  (615,618)  (209,310)  (406,308)
                          
        Total comprehensive income (loss)
 $(860,240) $(201,761) $(658,479) $(821,380) $(47,995) $(773,385)
                          
                          
 
   
Nine Months Ended September 30,
 
   
2013
  
2012
 
      
Tax
        
Tax
    
      
Expense
        
Expense
    
   
Amount
  
(Benefit)
  
Total
  
Amount
  
(Benefit)
  
Total
 
                    
Net income (loss)
 $(188,763) $-  $(188,763) $(7,460,500) $4,043,229  $(11,503,729)
Other comprehensive income (loss)
                        
Unrealized holding gains (losses) arising during
                        
the period
  (4,301,526)  (1,462,519)  (2,839,007)  603,865   205,314   398,551 
Reclassification adjustment for (gains) losses
                        
realized in income
  (216,879)  (73,739)  (143,140)  (820,482)  (278,964)  (541,518)
Minimum pension adjustment
  9,750   3,315   6,435   9,750   3,315   6,435 
Total other comprehensive income (loss)
  (4,508,655)  (1,532,943)  (2,975,712)  (206,867)  (70,335)  (136,532)
                          
        Total comprehensive income (loss)
 $(4,697,418) $(1,532,943) $(3,164,475) $(7,667,367) $3,972,894  $(11,640,261)
                          
                          
See accompanying notes to consolidated financial statements.
                     
                          




Village Bank and Trust Financial Corp. and Subsidiary
Nine Months Ended September, 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
  -           (111,601)  -   111,601       - 
Preferred stock dividend
  -   -       (552,674)  -   -   -   (552,674)
Stock based compensation
  -   -   5,964   -   -   -   -   5,964 
Minimum pension adjustment
                                
(net of income taxes of $3,315)
  -   -   -   -   -   -   6,435   6,435 
Net income
  -   -   -   (188,763)  -   -   -   (188,763)
Change in unrealized gain (loss) on
                                
investment securities available-for-sale,
                                
net of reclassification and tax effect
  -   -   -   -   -   -   (2,982,147)  (2,982,147)
                                  
Balance, September 30, 2013
 $58,952  $17,007,180  $40,711,221  $(34,026,563) $732,479  $(87,392) $(3,142,261) $21,253,616 
                                  
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
  -           (110,469)  -   110,469       - 
Preferred stock dividend
  -   -       (513,562)  -   -   -   (513,562)
Issuance of common stock
  -   33,668   (33,668)  -   -   -   -   - 
Stock based compensation
  -   -   6,506   -   -   -   -   6,506 
Minimum pension adjustment
                                
(net of income taxes of $3,315)
  -   -   -   -   -   -   6,435   6,435 
Net loss
  -   -   -   (11,503,729)  -   -   -   (11,503,729)
Change in unrealized gain (loss) on
                                
investment securities available-for-sale,
                                
net of reclassification and tax effect
  -   -   -   -   -   -   (142,967)  (142,967)
                                  
Balance, September 30, 2012
 $58,952  $17,007,180  $40,705,016  $(34,023,317) $732,479  $(236,004) $(143,981) $24,100,325 
                                  
                                  
See accompanying notes to consolidated financial statements.
                         

Village Bank and Trust Financial Corp. and Subsidiary
Nine Months Ended September 30, 2013 and 2012
(Unaudited)
 
   
2013
  
2012
 
        
Cash Flows from Operating Activities
      
Net income (loss)
 $(188,763) $(11,503,729)
Adjustments to reconcile net income to net
        
cash provided by (used in) operating activities:
        
Depreciation and amortization
  981,157   1,030,061 
Deferred income taxes
  (40,518)  (6,584,167)
Valuation allowance
  -   10,513,053 
Provision for loan losses
  823,000   9,095,000 
Write-down of other real estate owned
  1,281,611   1,157,613 
Gain on securities sold
  (216,879)  (820,483)
Gain on loans sold
  (6,454,380)  (6,336,030)
Gain on sale of premises and equipment
  (598,182)  - 
Loss on sale of other real estate owned
  325,791   137,252 
Stock compensation expense
  5,964   6,506 
Proceeds from sale of mortgage loans
  235,276,016   224,700,116 
Origination of mortgage loans for sale
  (219,159,829)  (224,722,414)
Amortization of premiums and accretion of discounts on securities, net
  312,679   237,964 
(Increase) decrease in interest receivable
  158,999   245,652 
Increase in bank owned life insurance
  (143,660)  (460,533)
Decrease  in other assets
  4,355,535   3,961,133 
Increase in interest payable
  142,598   224,107 
Decrease in other liabilities
  (1,061,929)  (1,438,512)
Net cash provided by (used in) operating activities
  15,799,210   (557,411)
          
Cash Flows from Investing Activities
        
Purchases of available for sale securities
  (54,106,582)  (62,813,678)
Proceeds from the sale or calls of available for sale securities
  15,533,902   57,581,103 
Proceeds from maturities and principal payments of  available for sale securities
  -   2,345,817 
Net decrease in loans
  43,821,628   25,205,931 
Proceeds from sale of other real estate owned
  4,125,439   2,501,486 
Purchases of premises and equipment
  77,759   (274,756)
Proceeds from sale of premises and equipment
  1,681,624   - 
Net cash provided by  investing activities
  11,133,770   24,545,903 
          
Cash Flows from Financing Activities
        
Net decrease in deposits
  (34,726,547)  (50,378,915)
Net decrease in Federal Home Loan Bank Advances
  (10,000,000)  (9,750,000)
Net decrease in other borrowings
  (1,562,348)  (427,268)
Net cash used in financing activities
  (46,288,895)  (60,556,183)
          
Net decrease in cash and cash equivalents
  (19,355,915)  (36,567,691)
Cash and cash equivalents, beginning of period
  53,130,942   62,786,016 
          
Cash and cash equivalents, end of period
 $33,775,027  $26,218,325 
          
Supplemental Schedule of Non Cash Activities
        
Real estate owned assets acquired in settlement of loans
 $5,180,804  $15,195,148 
Dividends on preferred stock accrued
 $552,674  $513,562 
          
See accompanying notes to consolidated financial statements.
        




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 nine month periods ended September 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:

   
Three Months Ended September 30,
  
Nine Months Ended September 30,
 
   
2013
  
2012
  
2013
  
2012
 
Numerator
            
Net income (loss) - basic and diluted
 $(266,826) $(367,077) $(188,763) $(11,503,729)
Preferred stock dividend and accretion
  221,531   221,142   664,275   627,031 
Net income (loss) available to common
                
shareholders
 $(488,357) $(588,219) $(853,038) $(12,130,760)
                  
Denominator
                
Weighted average shares outstanding - basic
  4,251,795   4,250,990   4,251,795   4,250,990 
Dilutive effect of common stock options and
                
      restricted stock awards
  13,185   -   13,185   - 
                  
Weighted average shares outstanding - diluted
  4,264,980   4,250,990   4,264,980   4,250,990 
                  
Earnings (loss) per share - basic and diluted
                
Earnings (loss) per share - basic
 $(0.11) $(0.14) $(0.20) $(2.85)
Effect of dilutive common stock options
  -   -   -   - 
                  
Earnings (loss) per share - diluted
 $(0.11) $(0.14) $(0.20) $(2.85)


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 256,130 and 266,530 shares of common stock were not included in computing diluted earnings per share for the three and nine months ended September 30, 2013 and 2012 respectively 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 September 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).

         
Gross
  
Gross
  
Estimated
    
   
Par
  
Amortized
  
Unrealized
  
Unrealized
  
Fair
  
Average
 
   
Value
  
Cost
  
Gains
  
Losses
  
Value
  
Yield
 
September 30, 2013
                  
                    
US Treasury
                  
Five to ten years
 $8,000  $7,820  $-  $(408) $7,412   2.13%
Total
  8,000   7,820   -   (408)  7,412   2.13%
US Government Agencies
                        
One to Five years
  3,000   2,006   -   (67)  1,939   0.85%
Five to ten years
  30,625   33,777   -   (2,486)  31,291   1.77%
More than ten years
  2,000   1,982   -   (210)  1,772   2.22%
Total
  35,625   37,765   -   (2,763)  35,002   1.74%
Mortgage-backed securities
                        
More than ten years
  2,979   2,997   5   (31)  2,971   2.08%
Total
  2,979   2,997   5   (31)  2,971   2.08%
Municipals
                        
Five to ten years
  6,155   6,706   -   (581)  6,125   2.72%
More than ten years
  6,780   8,452   -   (849)  7,603   3.34%
Total
  12,935   15,158   -   (1,430)  13,728   3.06%
                          
Total investment securities
 $59,539  $63,740  $5  $(4,632) $59,113   2.11%
                          
December 31, 2012
                        
                          
US Government Agencies
                        
More than ten years
 $10,500  $11,394  $8  $(15) $11,387   2.27%
Total
  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 September 30, 2013 and December 31, 2012 are detailed below (dollars in thousands).

   
Securities in a loss
  
Securities in a loss
       
   
Position for less than
  
Position for more than
       
   
12 Months
  
12 Months
  
Total
 
   
Fair
  
Unrealized
  
Fair Value
  
Unrealized
  
Fair
  
Unrealized
 
   
Value
  
Losses
  
(Loss)
  
Losses
  
Value
  
Losses
 
     
September 30, 2013
                  
Investment securities
                  
available for sale
                  
US Treasuries
 $42,414  $(3,171) $-  $-  $42,414  $(3,171)
Municipals
  11,125   (1,243)  2,603   (187)  13,728   (1,430)
Mortgage-backed securities
  1,929   (30)  149   (1)  2,078   (31)
                          
Total
 $55,468  $(4,444) $2,752  $(188) $58,220  $(4,632)
                          
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 September 30, 2013 and December 31, 2012 is other than a temporary impairment.  These unrealized losses are attributable to changes in interest rates.  As of September 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.

 
 
10

 
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).
   
September 30, 2013
  
December 31, 2012
 
   
Amount
  
%
  
Amount
  
%
 
Construction and land development
            
Residential
 $3,597,711   1.19% $2,845,594   0.80%
Commercial
  31,516,394   10.40%  41,209,831   11.61%
    Total construction and land development
  35,114,105   11.59%  44,055,425   12.41%
Commercial real estate
                
Farmland
  1,919,288   0.63%  2,581,297   0.73%
Commercial real estate - owner occupied
  72,494,729   23.93%  92,772,532   26.14%
Commercial real estate - non-owner occupied
  46,758,475   15.43%  54,550,817   15.37%
Multifamily
  11,593,977   3.83%  7,978,389   2.25%
    Total commercial real estate
  132,766,469   43.82%  157,883,035   44.49%
Consumer real estate
                
Home equity lines
  21,855,368   7.22%  25,521,397   7.19%
Secured by 1-4 family residential,
                
secured by first deeds of trust
  71,935,655   23.74%  80,788,425   22.76%
Secured by 1-4 family residential,
                
secured by second deeds of trust
  8,784,143   2.89%  9,517,245   2.68%
   Total consumer real estate
  102,575,166   33.85%  115,827,067   32.63%
Commercial and industrial loans
                
(except those secured by real estate)
  30,374,673   10.02%  34,384,117   9.69%
Consumer and other
  2,171,414   0.72%  2,760,622   0.78%
                  
Total loans
  303,001,827   100.0%  354,910,266   100.0%
Deferred loan cost (unearned income), net
  690,947       787,823     
Less:  Allowance for loan losses
  (8,627,944)      (10,807,827)    
                  
   $295,064,830      $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 risk rated 6 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.
 
The following tables provide information on the risk rating of loans at the dates indicated:

   
September 30, 2013
 
   
Risk Rated
  
Risk Rated
  
Risk Rated
  
Risk Rated
  
Total
 
    1-4   5   6   7  
Loans
 
                     
Construction and land development
                   
Residential
 $3,387,941  $209,770  $-  $-  $3,597,711 
Commercial
  18,872,141   2,183,558   10,078,612   382,083   31,516,394 
    Total construction and land development
  22,260,082   2,393,328   10,078,612   382,083   35,114,105 
Commercial real estate
                    
Farmland
  1,354,495       -   564,793   1,919,288 
Commercial real estate - owner occupied
  51,567,488   12,927,673   7,999,568   -   72,494,729 
Commercial real estate - non-owner occupied
  30,214,409   6,185,443   10,358,623   -   46,758,475 
Multifamily
  10,002,231   1,591,746   -   -   11,593,977 
    Total commercial real estate
  93,138,623   20,704,862   18,358,191   564,793   132,766,469 
Consumer real estate
                    
Home equity lines
  17,921,068   874,579   3,059,721   -   21,855,368 
Secured by 1-4 family residential,
                    
secured by first deeds of trust
  49,204,650   7,427,413   15,303,592   -   71,935,655 
Secured by 1-4 family residential,
                    
secured by second deeds of trust
  6,541,571   213,540   2,029,032   -   8,784,143 
   Total consumer real estate
  73,667,289   8,515,532   20,392,345   -   102,575,166 
Commercial and industrial loans
                    
(except those secured by real estate)
  21,984,571   3,594,882   4,795,220   -   30,374,673 
Consumer and other
  1,910,429   141,552   119,433   -   2,171,414 
                      
Total Loans
 $212,960,994  $35,350,156  $53,743,801  $946,876  $303,001,827 
                      
                      
   
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 
                      
 

The following table presents the aging of the recorded investment in past due loans and leases as of the dates indicated:
                       
   
September 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
 $-  $-  $-  $-  $3,597,711  $3,597,711  $- 
Commercial
  2,143   -   -   2,143   31,514,251   31,516,394   - 
    Total construction and land development
  2,143   -   -   2,143   35,111,962   35,114,105   - 
Commercial real estate
                            
Farmland
  -   -   -   -   1,919,288   1,919,288   - 
Commercial real estate - owner occupied
  -   -   -   -   72,494,729   72,494,729   - 
Commercial real estate - non-owner occupied
  -   -   -   -   46,758,475   46,758,475   - 
Multifamily
  222,558   -   -   222,558   11,371,419   11,593,977   - 
    Total commercial real estate
  222,558   -   -   222,558   132,543,911   132,766,469   - 
Consumer real estate
                            
Home equity lines
  49,990   25,000   -   74,990   21,780,378   21,855,368   - 
Secured by 1-4 family residential,
                            
secured by first deeds of trust
  950,426   347,350   -   1,297,776   70,637,879   71,935,655   - 
Secured by 1-4 family residential,
                            
secured by second deeds of trust
  58,071   -   -   58,071   8,726,072   8,784,143   - 
   Total consumer real estate
  1,058,487   372,350   -   1,430,837   101,144,329   102,575,166   - 
Commercial and industrial loans
                            
(except those secured by real estate)
  2,529,797   -   -   2,529,797   27,844,876   30,374,673   - 
Consumer and other
  5,085   970   -   6,055   2,165,359   2,171,414   - 
                              
Total loans
 $3,818,070  $373,320  $-  $4,191,390  $298,810,437  $303,001,827  $- 
                              
                              
   
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 
                              

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
 
   
September 30, 2013
 
           
      
Unpaid
    
   
Recorded
  
Principal
  
Related
 
   
Investment
  
Balance
  
Allowance
 
           
With no related allowance recorded
         
Construction and land development
         
Commercial
 $5,239,636  $7,416,295  $- 
    Total construction and land development
  5,239,636   7,416,295   - 
Commercial real estate
            
Commercial real estate - owner occupied
  11,142,720   11,425,337   - 
Commercial real estate - non-owner occupied
  11,188,393   11,386,393   - 
Multifamily
  2,385,796   2,385,796   - 
    Total commercial real estate
  24,716,909   25,197,526   - 
Consumer real estate
            
Home equity lines
  1,093,103   1,191,959   - 
Secured by 1-4 family residential,
            
secured by first deeds of trust
  12,875,639   13,477,859   - 
Secured by 1-4 family residential,
            
secured by second deeds of trust
  973,479   1,143,136   - 
   Total consumer real estate
  14,942,221   15,812,954   - 
Commercial and industrial loans
            
(except those secured by real estate)
  468,908   745,448   - 
Consumer and other
  93,876   93,876   - 
    45,461,550   49,266,099   - 
              
With an allowance recorded
            
Construction and land development:
            
Commercial
  1,458,303   1,458,303   219,633 
    Total construction and land development
  1,458,303   1,458,303   219,633 
Commercial real estate:
            
Farmland
  564,793   1,012,793   448,000 
Commercial real estate - non-owner occupied
  1,084,608   1,084,608   251,108 
    Total commercial real estate
  1,649,401   2,097,401   699,108 
Consumer real estate:
            
Secured by 1-4 family residential,
            
secured by first deeds of trust
  1,843,732   1,843,732   353,313 
Secured by 1-4 family residential,
            
secured by second deeds of trust
  133,335   133,335   33,307 
   Total consumer real estate
  1,977,067   1,977,067   386,620 
Commercial and industrial loans
            
(except those secured by real estate)
  416,765   416,765   233,611 
Consumer and other
  -   -   - 
    5,501,536   5,949,536   1,538,972 
              
Total
            
Construction and land development
            
Commercial
  6,697,939   8,874,598   219,633 
    Total construction and land development
  6,697,939   8,874,598   219,633 
Commercial real estate
            
Farmland
  564,793   1,012,793   448,000 
Commercial real estate - owner occupied
  11,142,720   11,425,337   - 
Commercial real estate - non-owner occupied
  12,273,001   12,471,001   251,108 
Multifamily
  2,385,796   2,385,796   - 
    Total commercial real estate
  26,366,310   27,294,927   699,108 
Consumer real estate
            
Home equity lines
  1,093,103   1,191,959   - 
Secured by 1-4 family residential,
            
secured by first deeds of trust
  14,719,371   15,321,591   353,313 
Secured by 1-4 family residential,
            
secured by second deeds of trust
  1,106,814   1,276,471   33,307 
   Total consumer real estate
  16,919,288   17,790,021   386,620 
Commercial and industrial loans
            
(except those secured by real estate)
  885,673   1,162,213   233,611 
Consumer and other
  93,876   93,876   - 
   $50,963,086  $55,215,635  $1,538,972 
              


   
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 
              

 
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 Nine Months
 
   
Ended September 30, 2013
  
Ended September 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
 $5,748,852  $67,825  $6,611,912  $217,609 
    Total construction and land development
  5,748,852   67,825   6,611,912   217,609 
Commercial real estate
                
Farmland
  -   -   -     
Commercial real estate - owner occupied
  11,032,736   177,308   10,479,360   418,677 
Commercial real estate - non-owner occupied
  11,237,516   137,085   11,314,963   412,108 
Multifamily
  2,390,160   36,196   2,402,140   113,704 
    Total commercial real estate
  24,660,412   350,589   24,196,463   944,489 
Consumer real estate
                
Home equity lines
  1,093,363   7,002   1,093,153   35,725 
Secured by 1-4 family residential,
                
secured by first deeds of trust
  14,478,717   127,917   14,531,360   477,654 
Secured by 1-4 family residential,
                
secured by second deeds of trust
  974,441   11,773   977,596   37,181 
   Total consumer real estate
  16,546,521   146,692   16,602,109   550,560 
Commercial and industrial loans
                
(except those secured by real estate)
  471,890   9,443   429,502   21,894 
Consumer and other
  138,297   1,732   141,847   6,987 
    47,565,972   576,281   47,981,833   1,741,539 
                  
Impaired loans with an allowance recorded
                
Commercial
  1,523,371   -   1,524,661   6,494 
    Total construction and land development
  1,523,371   -   1,524,661   6,494 
Commercial real estate:
                
Farmland
  564,793   -   569,043   1,100 
Commercial real estate - owner occupied
  -   -   -   - 
Commercial real estate - non-owner occupied
  1,089,464   12,571   1,089,464   44,147 
Multifamily
  -   -   -   - 
    Total commercial real estate
  1,654,257   12,571   1,658,507   45,247 
Consumer real estate:
                
Home equity lines
  -   -   -   - 
Secured by 1-4 family residential,
                
secured by first deeds of trust
  236,917   -   268,917   - 
Secured by 1-4 family residential,
                
secured by second deeds of trust
  136,177   2,314   136,253   4,261 
   Total consumer real estate
  373,094   2,314   405,170   4,261 
Commercial and industrial loans
                
(except those secured by real estate)
  418,094   4,451   246,408   7,483 
Consumer and other
  -   -   -   - 
   $3,968,816  $19,336  $3,834,746  $63,485 
                  
Total
                
Construction and land development
                
Commercial
  7,272,223   67,825   8,136,573   224,103 
    Total construction and land development
  7,272,223   67,825   8,136,573   224,103 
Commercial real estate
                
Farmland
  564,793   -   569,043   1,100 
Commercial real estate - owner occupied
  11,032,736   177,308   10,479,360   418,677 
Commercial real estate - non-owner occupied
  12,326,980   149,656   12,404,427   456,255 
Multifamily
  2,390,160   36,196   2,402,140   113,704 
    Total commercial real estate
  26,314,669   363,160   25,854,970   989,736 
Consumer real estate
                
Home equity lines
  1,093,363   7,002   1,093,153   35,725 
Secured by 1-4 family residential,
                
secured by first deeds of trust
  14,715,634   127,917   14,800,277   477,654 
Secured by 1-4 family residential,
                
secured by second deeds of trust
  1,110,618   14,087   1,113,849   41,442 
   Total consumer real estate
  16,919,615   149,006   17,007,279   554,821 
Commercial and industrial loans
                
(except those secured by real estate)
  889,984   13,894   675,910   29,377 
Consumer and other
  138,297   1,732   141,847   6,987 
   $51,534,788  $595,617  $51,816,579  $1,805,024 
                  


   
For the Three Months
  
For the Nine Months
 
   
Ended September 30, 2012
  
Ended September 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
 $248,422  $3,050  $191,544  $14,791 
Commercial
  12,460,662   89,431   10,188,879   270,464 
    Total construction and land development
  12,709,084   92,481   10,380,423   285,255 
Commercial real estate
                
Farmland
  1,049,489   2,000   1,049,489   17,405 
Commercial real estate - owner occupied
  7,770,119   213,499   8,631,653   439,458 
Commercial real estate - non-owner occupied
  12,778,883   437,034   13,340,847   677,127 
Multifamily
  1,361,630   44,333   1,580,204   71,631 
    Total commercial real estate
  22,960,121   696,866   24,602,193   1,205,621 
Consumer real estate
                
Home equity lines
  1,454,661   22,556   1,175,339   55,535 
Secured by 1-4 family residential,
                
secured by first deeds of trust
  9,222,570   78,162   9,142,698   308,917 
Secured by 1-4 family residential,
                
secured by second deeds of trust
  674,842   4,677   646,695   22,789 
   Total consumer real estate
  11,352,073   105,395   10,964,732   387,241 
Commercial and industrial loans
                
(except those secured by real estate)
  876,549   5,416   816,643   27,325 
Consumer and other
  45,710   1,006   54,754   2,099 
    47,943,537   901,164   46,818,745   1,907,541 
                  
Impaired loans with an allowance recorded
                
Construction and land development:
                
Residential
  -   -   -   - 
Commercial
  4,896,911   -   5,929,859   1,373 
    Total construction and land development
  4,896,911   -   5,929,859   1,373 
Commercial real estate:
                
Farmland
  -             
Commercial real estate - owner occupied
  7,380,990   398   7,362,455   52,668 
Commercial real estate - non-owner occupied
  4,482,345   -   4,304,172   26,222 
Multifamily
  -   -   -   - 
    Total commercial real estate
  11,863,335   398   11,666,627   78,890 
Consumer real estate:
                
Home equity lines
  431,298   -   406,192   6,814 
Secured by 1-4 family residential,
                
secured by first deeds of trust
  3,233,526   -   2,315,032   52,470 
Secured by 1-4 family residential,
                
secured by second deeds of trust
  117,246   -   117,388   1,684 
   Total consumer real estate
  3,782,070   -   2,838,612   60,968 
Commercial and industrial loans
                
(except those secured by real estate)
  1,436,105   -   1,362,576   32,587 
Consumer and other
  -   -   -   - 
    21,978,421   398   21,797,674   173,818 
                - 
Total
                
Construction and land development
                
Residential
  248,422   3,050   191,544   14,791 
Commercial
  17,357,573   89,431   16,118,738   271,837 
    Total construction and land development
  17,605,995   92,481   16,310,282   286,628 
Commercial real estate
                
Farmland
  1,049,489   2,000   1,049,489   17,405 
Commercial real estate - owner occupied
  15,151,109   213,897   15,994,108   492,126 
Commercial real estate - non-owner occupied
  17,261,228   437,034   17,645,019   703,349 
Multifamily
  1,361,630   44,333   1,580,204   71,631 
    Total commercial real estate
  34,823,456   697,264   36,268,820   1,284,511 
Consumer real estate
                
Home equity lines
  1,885,959   22,556   1,581,531   62,349 
Secured by 1-4 family residential,
                
secured by first deeds of trust
  12,456,096   78,162   11,457,730   361,387 
Secured by 1-4 family residential,
                
secured by second deeds of trust
  792,088   4,677   764,083   24,473 
   Total consumer real estate
  15,134,143   105,395   13,803,344   448,209 
Commercial and industrial loans
                
(except those secured by real estate)
  2,312,654   5,416   2,179,219   59,912 
Consumer and other
  45,710   1,006   54,754   2,099 
   $69,921,958  $901,562  $68,616,419  $2,081,359 
                  
 
 
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 nonaccrual.  To restore a nonaccrual loan that has been formally restructured in a TDR to accrual status, we perform a current, well-documented credit analysis supporting a return to accrual status based on the borrower’s financial condition and prospects for repayment under the revised terms. Otherwise, the TDR must remain in nonaccrual status. The analysis considers the borrower’s sustained historical repayment performance for a reasonable period prior to the return-to-accrual date, but may take into account payments made for a reasonable period prior to the restructuring if the payments are consistent with the modified terms. A sustained period of repayment performance generally would be a minimum of six months and would involve payments in the form of cash or cash equivalents.

An accruing loan that is modified in a TDR can remain in accrual status if, based on a current, well-documented credit analysis, collection of principal and interest in accordance with the modified terms is reasonably assured, and the borrower has demonstrated sustained historical repayment performance for a reasonable period before the modification.  The following is a summary of performing and nonaccrual TDRs and the related specific valuation allowance by portfolio segment as of the dates indicated:
 
   
September 30, 2013
 
               
Specific
 
               
Valuation
 
   
Total
  
Performing
  
Nonaccrual
  
Allowance
 
                  
Construction and land development
                
Commercial
 $4,977,801  $3,253,743  $1,724,058  $- 
    Total construction and land development
  4,977,801   3,253,743   1,724,058   - 
Commercial real estate
                
Commercial real estate - owner occupied
  9,580,489   8,508,801   1,071,688   - 
Commercial real estate - non-owner occupied
  9,911,774   9,911,774   -   - 
Multifamily
  2,385,797   2,385,797   -   - 
    Total commercial real estate
  21,878,060   20,806,372   1,071,688   - 
Consumer real estate
                
Home equity lines
  -   -   -   - 
Secured by 1-4 family residential,
                
secured by first deeds of trust
  7,932,921   3,938,354   3,994,567   353,313 
Secured by 1-4 family residential,
                
secured by second deeds of trust
  511,025   353,205   157,820   - 
   Total consumer real estate
  8,443,946   4,291,559   4,152,387   353,313 
Commercial and industrial loans
                
(except those secured by real estate)
  641,363   122,457   518,906   200,000 
   $35,941,170  $28,474,131  $7,467,039  $553,313 
                  
                  

   
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 three months ended September 30, 2013:

   
Three Months Ended
 
   
September 30, 2013
 
      
Pre-
  
Post-
 
      
Modification
  
Modification
 
   
Number of
  
Recorded
  
Recorded
 
   
Loans
  
Balance
  
Balance
 
           
Commercial real estate
         
Commercial real estate - owner occupied
  4  $2,256,390  $2,256,390 
    Total commercial real estate
  4   2,256,390   2,256,390 
Consumer real estate:
            
Secured by 1-4 family residential,
            
secured by first deeds of trust
  5   715,110   715,110 
Secured by 1-4 family residential,
            
secured by second deeds of trust
  2   161,833   161,833 
   Total consumer real estate
  7   876,943   876,943 
    11  $3,133,333  $3,133,333 


   
Three Months Ended
 
   
September 30, 2012
 
      
Pre-
  
Post-
 
      
Modification
  
Modification
 
   
Number of
  
Recorded
  
Recorded
 
   
Loans
  
Balance
  
Balance
 
           
Construction and land development
         
Commercial
  1  $39,769  $39,769 
    Total construction and land development
  1   39,769   39,769 
Commercial real estate:
            
Commercial real estate - non-owner occupied
  7   4,737,776   4,737,776 
Multifamily
  1   634,594   634,594 
    Total commercial real estate
  8   5,372,370   5,372,370 
Consumer real estate
            
Secured by 1-4 family residential,
            
secured by first deeds of trust
  4   1,042,595   1,042,595 
   Total consumer real estate
  4   1,042,595   1,042,595 
Commercial and industrial loans
            
(except those secured by real estate)
  1   199,964   199,964 
    14  $6,654,698  $6,654,698 


   
Nine Months Ended
 
   
September 30, 2013
 
      
Pre-
  
Post-
 
      
Modification
  
Modification
 
   
Number of
  
Recorded
  
Recorded
 
   
Loans
  
Balance
  
Balance
 
           
Construction and land development
         
Commercial
  6  $2,991,415  $2,991,415 
    Total construction and land development
  6   2,991,415   2,991,415 
Commercial real estate
            
Commercial real estate - owner occupied
  4   1,087,390   1,087,390 
    Total commercial real estate
  4   1,087,390   1,087,390 
Consumer real estate
            
Secured by 1-4 family residential,
            
secured by first deeds of trust
  16   2,265,830   2,265,830 
Secured by 1-4 family residential,
            
secured by second deeds of trust
  2   161,832   161,832 
   Total consumer real estate
  18   2,427,662   2,427,662 
Commercial and industrial loans
            
(except those secured by real estate)
  1   382,083   382,083 
    29  $6,888,550  $6,888,550 


   
Nine Months Ended
 
   
September 30, 2012
 
      
Pre-
  
Post-
 
      
Modification
  
Modification
 
   
Number of
  
Recorded
  
Recorded
 
   
Loans
  
Balance
  
Balance
 
           
Construction and land development
         
Residential
  3  $191,544  $191,544 
Commercial
  12   3,938,672   3,938,672 
    Total construction and land development
  15   4,130,216   4,130,216 
Commercial real estate:
            
Farmland
      -   - 
Commercial real estate - owner occupied
  1   1,388,851   1,388,851 
Commercial real estate - non-owner occupied
  9   9,665,791   9,665,791 
Multifamily
  1   634,594   634,594 
    Total commercial real estate
  11   11,689,236   11,689,236 
Consumer real estate:
            
Home equity lines
  1   349,192   349,192 
Secured by 1-4 family residential,
            
secured by first deeds of trust
  39   4,505,468   4,505,468 
Secured by 1-4 family residential,
            
secured by second deeds of trust
  1   69,815   69,815 
   Total consumer real estate
  41   4,924,475   4,924,475 
Commercial and industrial loans
            
(except those secured by real estate)
  6   456,028   456,028 
Consumer and other
  -   -   - 
    73  $21,199,955  $21,199,955 

   
Year Ended
 
   
December 31, 2012
 
      
Pre-
  
Post-
 
      
Modification
  
Modification
 
   
Number of
  
Recorded
  
Recorded
 
   
Loans
  
Balance
  
Balance
 
           
Construction and land development
         
Commercial
  6  $653,612  $653,612 
    Total construction and land development
  6   653,612   653,612 
Commercial real estate
          - 
Commercial real estate - owner occupied
  1   522,715   522,715 
Commercial real estate - non-owner occupied
  6   2,102,231   2,102,231 
    Total commercial real estate
  7   2,624,946   2,624,946 
Consumer real estate
            
Secured by 1-4 family residential,
            
secured by first deeds of trust
  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
  26   5,908,589   5,908,589 
Commercial and industrial loans
            
(except those secured by real estate)
  1   117,813   117,813 
Consumer and other
  -   -   - 
    40  $9,304,960  $9,304,960 
 

 
The following is a summary of performing and nonaccrual TDRs and the related specific valuation allowance by portfolio segment three months ended September 30, 2013:

   
Three Months Ended September 30, 2013
 
            
Specific
 
            
Valuation
 
   
Total
  
Performing
  
Nonaccrual
  
Allowance
 
              
Commercial real estate
            
Commercial real estate - owner occupied
 $2,256,390  $2,256,390  $-  $- 
Total commercial real estate
  2,256,390   2,256,390   -   - 
Consumer real estate
                
Secured by 1-4 family residential, secured by first deeds of trust
  715,110   308,454   406,656   29,813 
Secured by 1-4 family residential, secured by second deeds of trust
  161,832   4,012   157,820     
Total consumer real estate
  876,942   312,466   564,476   29,813 
   $3,133,332  $2,568,856  $564,476  $29,813 

The following tables summarize defaults on TDRs for the periods indicated:

   
Three Months Ended
 
   
September 30, 2013
 
   
Number of
  
Recorded
 
Defaults on TDRs
 
Loans
  
Balance
 
Commercial real estate
      
Commercial real estate - owner occupied
  2  $2,756,976 
Total commercial real estate
  2   2,756,976 
Consumer real estate
        
Secured by 1-4 family residential,
        
secured by first deeds of trust
  2   272,185 
Total consumer real estate
  2   272,185 
Total
  4  $3,029,161 
 

   
Three Months Ended
 
   
September 30, 2012
 
   
Number of
  
Recorded
 
Defaults on TDRs
 
Loans
  
Balance
 
Construction and land development
      
Commercial
  1  $39,769 
    Total construction and land development
  1   39,769 
Commercial real estate
        
Commercial real estate - non-owner occupied
  1   461,265 
Multifamily
  1   461,265 
    Total commercial real estate
        
Commercial and industrial loans
        
(except those secured by real estate)
  1   119,964 
Total
  3  $620,998 


   
Nine Months Ended
 
   
September 30, 2013
 
   
Number of
  
Recorded
 
Defaults on TDRs
 
Loans
  
Balance
 
Commercial real estate
      
Commercial real estate - owner occupied
  2  $2,756,976 
Multifamily
  2   2,756,976 
    Total commercial real estate
        
Consumer real estate
        
Secured by 1-4 family residential,
        
secured by first deeds of trust
  5   1,481,050 
   Total consumer real estate
  5   1,481,050 
Total
  7  $4,238,026 


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



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 September 30, 2013
               
Construction and land development
               
Residential
 $595,642  $-  $-  $300  $595,942 
Commercial
  4,777,533   -   (175,019)  34,138   4,636,652 
Commercial real estate
                    
Farmland
  808,000   -   (448,000)  -   360,000 
Commercial real estate - owner occupied
  1,126,134   -   (128,617)  -   997,517 
Commercial real estate - non-owner occupied
  307,267   -   -   -   307,267 
Multifamily
  23,434   -   -   -   23,434 
Consumer real estate
          -         
Home equity lines
  414,671   -   (22,455)  9,350   401,566 
Secured by 1-4 family residential,
                    
secured by first deeds of trust
  504,142   -   (126,839)  1,016   378,319 
Secured by 1-4 family residential,
                    
secured by second deeds of trust
  13,868   -   -   239   14,107 
Commercial and industrial loans
                    
(except those secured by real estate)
  946,414   -   (114,642)  24,186   855,958 
Consumer and other
  92,672   -   (37,992)  2,502   57,182 
                      
Total
 $9,609,777  $-  $(1,053,564) $71,731  $8,627,944 
                      
Three Months Ended September 30, 2012
                    
Construction and land development
                    
Residential
 $599,554  $(146,645) $(2,500) $43,883  $494,292 
Commercial
  4,562,330   1,907,303   (1,732,520)  4,095   4,741,208 
Commercial real estate
                    
Farmland
  -   -   -   -   - 
Commercial real estate - owner occupied
  2,520,907   (710,375)  (375,184)  -   1,435,348 
Commercial real estate - non-owner occupied
  1,400,093   (465,241)  (118,000)  -   816,852 
Multifamily
  92,728   (59,331)  -   -   33,397 
Consumer real estate
                    
Home equity lines
  776,732   461,686   (389,585)  7,144   855,977 
Secured by 1-4 family residential,
                    
secured by first deeds of trust
  2,038,947   (55,146)  (456,559)  -   1,527,242 
Secured by 1-4 family residential,
                    
secured by second deeds of trust
  375,552   298,168   (231,273)  -   442,447 
Commercial and industrial loans
                    
(except those secured by real estate)
  2,345,245   (480,271)  (272,059)  12,496   1,605,411 
Consumer and other
  153,633   (50,148)  (1,374)  1,559   103,670 
                      
Total
 $14,865,721  $700,000  $(3,579,054) $69,177  $12,055,844 

 
   
Allowance for Loan Losses
 
   
Beginning
  
Provision for
        
Ending
 
   
Balance
  
Loan Losses
  
Charge-offs
  
Recoveries
  
Balance
 
Nine Months Ended September 30, 2013
               
Construction and land development
               
Residential
 $494,742  $-  $-  $101,200  $595,942 
Commercial
  4,611,410   15,000   (270,354)  280,596   4,636,652 
Commercial real estate
                    
Farmland
  -   808,000   (448,000)  -   360,000 
Commercial real estate - owner occupied
  1,358,863   -   (403,996)  42,650   997,517 
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   -   (266,119)  9,550   401,566 
Secured by 1-4 family residential,
                    
secured by first deeds of trust
  1,358,102   -   (1,001,833)  22,050   378,319 
Secured by 1-4 family residential,
                    
secured by second deeds of trust
  223,307   -   (214,720)  5,520   14,107 
Commercial and industrial loans
                    
(except those secured by real estate)
  1,161,654   -   (465,885)  160,189   855,958 
Consumer and other
  101,328   -   (52,219)  8,073   57,182 
                      
Total
 $10,807,827  $823,000  $(3,632,711) $629,828  $8,627,944 
                      
Nine Months Ended September 30, 2012
                    
Construction and land development
                    
Residential
 $704,728  $542,067  $(797,286) $44,783  $494,292 
Commercial
  6,798,177   3,444,160   (5,505,724)  4,595   4,741,208 
Commercial real estate
                    
Farmland
  -   -   -   -   - 
Commercial real estate - owner occupied
  1,496,466   623,552   (684,670)  -   1,435,348 
Commercial real estate - non-owner occupied
  1,548,899   (300,898)  (431,354)  205   816,852 
Multifamily
  406,635   (373,238)  -   -   33,397 
Consumer real estate
                    
Home equity lines
  860,307   668,614   (681,405)  8,461   855,977 
Secured by 1-4 family residential,
                    
secured by first deeds of trust
  1,881,470   2,610,905   (3,045,937)  80,804   1,527,242 
Secured by 1-4 family residential,
                    
secured by second deeds of trust
  397,504   468,192   (427,882)  4,633   442,447 
Commercial and industrial loans
                    
(except those secured by real estate)
  1,655,713   1,230,555   (1,427,841)  146,984   1,605,411 
Consumer and other
  321,525   181,091   (403,680)  4,734   103,670 
                      
Total
 $16,071,424  $9,095,000  $(13,405,779) $295,199  $12,055,844 
                      



   
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 



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


   
Loans Evaluated for Impairment
 
   
Individually
  
Collectively
  
Total
 
Nine Months Ended September 30, 2013
         
Construction and land development
         
Residential
 $575,874  $3,021,837  $3,597,711 
Commercial
  19,726,638   11,789,756   31,516,394 
Commercial real estate
            
Farmland
  781,927   1,137,361   1,919,288 
Commercial real estate - owner occupied
  51,072,925   21,421,804   72,494,729 
Commercial real estate - non-owner occupied
  35,956,512   10,801,963   46,758,475 
Multifamily
  9,442,862   2,151,115   11,593,977 
Consumer real estate
  -         
Home equity lines
  1,334,700   20,520,668   21,855,368 
Secured by 1-4 family residential,
            
secured by first deeds of trust
  12,630,505   59,305,150   71,935,655 
Secured by 1-4 family residential,
            
secured by second deeds of trust
  539,279   8,244,864   8,784,143 
Commercial and industrial loans
            
(except those secured by real estate)
  13,202,379   17,172,294   30,374,673 
Consumer and other
  -   2,171,414   2,171,414 
              
Total
 $145,263,601  $157,738,226  $303,001,827 
              
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 


 
Note 6 – Deposits

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

   
September 30, 2013
  
December 31, 2012
 
   
Amount
  
%
  
Amount
  
%
 
              
Demand accounts
 $59,172,655   14.7% $57,049,348   13.1%
Interest checking accounts
  44,546,350   11.1%  45,861,199   10.5%
Money market accounts
  63,156,132   15.7%  66,007,160   15.1%
Savings accounts
  20,780,476   5.2%  20,922,112   4.8%
Time deposits of $100,000 and over
  99,168,163   24.7%  113,332,481   26.0%
Other time deposits
  114,772,639   28.6%  133,150,662   30.5%
                  
Total
 $401,596,415   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 September 30, 2013 was 2.40%. 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 September 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
 
 
these securities, the Company has deferred an aggregate of $807,316 in interest payments on the junior subordinated debt securities as of September 30, 2013.  The Company has been deferring interest payments since June 2011.  The Company can defer up to twenty quarterly interest payments on the junior subordinated debt securities before it is considered in default.  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:

   
Nine Months Ended September 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
  42,205   1.58   0.61     5,000   1.00   1.08  
Forfeited
  (3,000)  7.70   4.99     (3,450)  4.98   3.12  
Exercised
  -   -   -     -   -   -  
Options outstanding,
                           
end of period
  294,835  $9.40  $4.06 
 $                     -
  266,530  $9.71  $4.66 
 $                      -
Options exercisable,
                           
end of period
  256,130             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 September 30, 2013 and 2012 was $115,764 and $2,734 respectively.  The time based unamortized compensation of $115,764 is expected to be recognized over a weighted average period of 2.82 years.

Stock-based compensation expense was $5,964 and $6,506 for the nine months ended September 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.

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.

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 September 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
 $42,414  $-  $42,414  $- 
MBS
  2,970   -   1,261   - 
Municipals
  13,728   -   13,894   - 
Residential loans held for sale
  14,527   -   14,527   - 
            -     
Financial Assets - Non-Recurring
                
Impaired loans
  50,964   -   43,824   7,140 
Other real estate owned
  19,652   -   18,290   1,362 


   
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 
Other real estate owned
  20,204   -   18,675   1,529 


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

               
Range
   
Fair Value
 
Valuation
 
Unobservable
 
(Weighted
   
 Estimate
 
Techniques
 
Input
 
Average)
   
(In thousands)
                 
Impaired Loans  -Real Estate Secured
 
 $      6,030
 
Appraisal (1) or
Internal Valuation (2)
 
Appraisal Adjustments
Liquidation Expenses (3)
 
10%-30%
Impaired Loans - Non-Real Estate Secured
 
 $      1,110
 
Appraisal (1) or
Discounted Cash Flow
 
Appraisal Adjustments
Liquidation Expenses (3)
 
10%-20%
Other Real Estate Owned
 
 $      1,362
 
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 nine months ended September 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
  -   (326)  (326)
Included in other comprehensive income
  -   -   - 
Net transfers in and/or out of Level 3
  (619)  159   (460)
              
Balance at September 30, 2013
 $7,140  $1,362  $8,502 

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.

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.

Village Bank
Fair Value - Financial Instruments Summary
September 30, 2013
 
                
     
September 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
 $13,142,811  $13,142,811  $13,945,105  $13,945,105 
Cash equivalents
Level 2
  20,632,216   20,632,216   39,185,837   39,185,837 
Investment securities available for sale
Level 1
  -   -   7,918,420   7,918,420 
Investment securities available for sale
Level 2
  59,112,521   59,112,521   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
  14,526,577   14,526,577   24,188,384   24,188,384 
Loans
Level 2
  244,101,136   247,933,319   290,115,508   294,476,846 
Impaired loans
Level 2
  43,824,127   43,824,127   47,016,065   47,016,065 
Impaired loans
Level 3
  7,139,567   7,139,567   7,758,689   7,758,689 
Other real estate owned
Level 2
  18,603,822   18,603,822   18,675,164   18,675,164 
Other real estate owned
Level 3
  1,361,832   1,361,832   1,528,527   1,528,527 
Bank owned life insurance
Level 3
  6,718,678   6,718,678   6,575,018   6,575,018 
Accrued interest receivable
Level 2
  1,517,519   1,517,519   1,676,518   1,676,518 
                    
Financial liabilities
                  
Deposits
Level 2
  401,596,415   402,889,752   436,322,962   437,644,329 
FHLB borrowings
Level 2
  18,000,000   18,249,300   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
  3,289,463   3,289,463   4,851,811   4,851,811 
Accrued interest payable
Level 2
  1,054,233   1,054,233   911,635   911,635 



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 September 30, 2013 was $1,934,362.  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 ten dividend payments as of September 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.
 

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:

   
September 30,
  
December 31,
 
   
2013
  
2012
 
        
Undisbursed credit lines
 $35,536,000  $35,780,000 
Commitments to extend or originate credit
  20,252,000   25,016,000 
Standby letter of credit
  2,672,000   3,314,000 
          
Total commitments to extend credit
 $58,460,000  $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.
 
 
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.

 
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.

 
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 agreements.

In March 2013, the Special Inspector General for the Troubled Asset Relief Program (“SIGTARP”) notified the Company that it was conducting an investigation of the Company and has issued three subpoenas requesting the Company to produce certain documents and other information.  The Company is cooperating fully with SIGTARP and has produced all the documents and other information requested thus far by SIGTARP.  The Company cannot predict the duration or the outcome of the investigation, including the effect the investigation and the costs associated with the investigation could have on the Company’s business, financial condition, or results of operations.

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 September 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 of 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.  The company adopted ASU 2013-02 in the first quarter of 2013 by adding the required disclosure.  The adoption of ASU 2013-02 did not have a material effect on the Company’s 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 or increasing interest rates;
 
·
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.
 
 
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.  In the second and third quarters we experienced a continued decline in total assets, primarily as a result of a declining loan portfolio accompanied by declines in higher cost deposits and FHLB advances.  This strategy helped strengthen our regulatory capital ratios in 2012 and through the third 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 September 30, 2013 and December 31, 2012 and the results of operations for the Company for the three and nine months ended September 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.

 
Income statement analysis

Summary

For the three months ended September 30, 2013, the Company had a net loss of $(267,000) and net loss available to common shareholders of $(488,000) or $(0.11) per fully diluted share, compared to net loss of $(367,000) and net loss available to common shareholders of $(588,000), or $(0.14) per fully diluted share, for the same period in 2012.  For the nine months ended September 30, 2013, the Company had a net loss totaling $(189,000) and a net loss available to common shareholders of $(853,000), or $(0.20) per fully diluted share, compared to net loss totaling $(11,504,000) and a net loss available to common shareholders of $(12,131,000), or $(2.85) per share on a fully diluted share, for the same period in 2012.  These results reflect improvements in net income before the accrual of preferred stock dividends of $100,000 and $11,315,000, for the three and nine month periods, respectively.

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

   
Three Months
  
Nine Months
 
   
Ended
  
Ended
 
   
September 30, 2013
  
September 30, 2013
 
        
Decrease in net interest income
 $(432,000) $(1,396,000)
Decrease in provision for loan losses
  700,000   8,272,000 
Increase (decrease) in noninterest income
  (944,000)  249,000 
Decrease in noninterest expense
  615,000   147,000 
Decrease in income tax expense
  161,000   4,043,000 
          
   $100,000  $11,315,000 
 
Although we experienced a net loss for the three and nine month periods ended September 30, 2013, our results showed improvement from the same periods in 2012 primarily due to 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 previous quarters 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 in 2012.

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 decrease in noninterest income for the three month period is primarily attributable to declines in gains on securities sales of $557,000 and in gains on sales of loans of $268,000.  The primary factors affecting noninterest income for the nine month period were the gain on sale of the Robious branch of $598,000 in 2013 as well as a decline in gains on securities sales of $604,000.  The decrease in noninterest expense for the three month period was attributable to declines in professional services of $209,000 and expenses related to foreclosed real estate of $423,000.
 
 
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 third quarter of $3,784,000 represents a decrease of $(432,000), or 10%, compared to the third quarter of 2012, and an increase of $64,000, or 2%, compared to the second quarter of 2013.

Compared to the third quarter of 2012, average interest-earning assets for the third quarter of 2013 decreased by $45,477,000, or 10%.  The decrease in interest-earning assets was due primarily to decreases in portfolio loans of $82,464,000, offset by increases in investment securities of $27,314,000 and federal funds sold of $11,250,000.  This decline in average interest earning assets is consistent with our asset reduction strategy.

Net interest income of $11,593,000 for the first nine months of 2013 represents a decrease of $(1,396,000), or 11%, compared to the same period in 2012.

Compared to the first nine months of 2012, average interest-earning assets for the same period of 2013 decreased by $53,937,000, or 11%.  The decrease in interest-earning assets was due primarily to decreases in portfolio loans of $81,994,000, offset by increases in investment securities of $11,447,000 and federal funds sold of $15,854,000.  This decline in average interest earning assets is consistent with our asset reduction strategy.

Average interest-bearing liabilities for the third quarter of 2013 decreased by $41,921,000, or 10%, compared to the third quarter of 2012, and by $40,850,000, or 9%, for the comparative nine month periods.  The decrease in interest-bearing liabilities was due to declines in average deposits of $32,935,000 and $32,696,000, respectively.  The average cost of interest-bearing liabilities for the three months ended September 30, 2013 decreased to 1.06% from 1.36% for the same period in 2012, and to 1.16% from 1.40% for the comparative nine month periods.  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:

   
Net
   
Interest
Quarter Ended
 
Margin
     
September 30, 2012
 
3.70%
December 31, 2012
 
4.25%
March 31, 2013
 
3.79%
June 30, 2013
 
3.50%
September 30, 2013
 
3.69%


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 increase in the net interest margin in the third quarter of 2013 is attributable to an increase in the yield on loans held for sale as mortgage interest rates increased in the third quarter and a decline of 12 basis points in our cost of funds.

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.



Average Balance Sheets
 
(in thousands)
 
                    
   
Three Months Ended September 30, 2013
  
Three Months Ended September 30, 2012
 
      
Interest
  
Annualized
     
Interest
  
Annualized
 
   
Average
  
Income/
  
Yield
  
Average
  
Income/
  
Yield
 
   
Balance
  
Expense
  
Rate
  
Balance
  
Expense
  
Rate
 
                    
                    
Loans net of deferred fees
 $303,866  $4,293   5.61% $386,330  $5,344   5.49%
Loans held for sale
  14,798   166   4.45%  16,375   145   3.51%
Investment securities
  58,054   324   2.21%  30,740   167   2.16%
Federal funds and other
  30,097   18   0.24%  18,847   11   0.23%
Total interest earning assets
  406,815   4,801   4.68%  452,292   5,667   4.97%
                          
Allowance for loan losses and deferred fees
  (9,381)          (14,094)        
Cash and due from banks
  11,649           13,540         
Premises and equipment, net
  23,743           26,183         
Other assets
  36,499           36,769         
                          
Total assets
 $469,325          $514,690         
                          
Interest bearing deposits
                        
Interest checking
 $42,261  $20   0.19% $43,779  $36   0.33%
Money market
  64,776   33   0.20%  64,693   59   0.36%
Savings
  20,995   10   0.19%  18,652   22   0.47%
Certificates
  220,202   787   1.42%  254,045   1,070   1.67%
Total
  348,234   850   0.97%  381,169   1,187   1.24%
Borrowings
  33,609   167   1.97%  42,595   264   2.46%
Total interest bearing liabilities
  381,843   1,017   1.06%  423,764   1,451   1.36%
Noninterest bearing deposits
  58,614           56,983         
Other liabilities
  6,739           6,087         
Total liabilities
  447,196           486,834         
Equity capital
  22,129           27,856         
Total liabilities and capital
 $469,325          $514,690         
                          
Net interest income before provision for
                        
loan losses
     $3,784          $4,216     
                          
Interest spread - average yield on interest
                        
earning assets, less average rate on
                        
interest bearing liabilities
          3.62%          3.61%
                          
Annualized net interest margin (net
                        
interest income expressed as
                        
percentage of average earning assets)
          3.69%          3.70%
                          
 
 

Average Balance Sheets
 
(in thousands)
 
                    
   
Nine Months Ended September 30, 2013
  
Nine Months Ended September 30, 2012
 
      
Interest
  
Annualized
     
Interest
  
Annualized
 
   
Average
  
Income/
  
Yield
  
Average
  
Income/
  
Yield
 
   
Balance
  
Expense
  
Rate
  
Balance
  
Expense
  
Rate
 
                    
                    
Loans net of deferred fees
 $321,721  $13,746   5.71% $403,715  $16,560   5.48%
Loans held for sale
  15,963   478   4.00%  15,207   442   3.89%
Investment securities
  44,203   751   2.27%  32,756   532   2.17%
Federal funds and other
  41,683   71   0.23%  25,829   44   0.23%
Total interest earning assets
  423,570   15,046   4.74%  477,507   17,578   4.92%
                          
Allowance for loan losses and deferred fees
  (9,925)          (13,381)        
Cash and due from banks
  12,324           14,199         
Premises and equipment, net
  24,370           26,439         
Other assets
  37,074           35,826         
                          
Total assets
 $487,413          $540,590         
                          
Interest bearing deposits
                        
Interest checking
 $42,654  $81   0.25% $42,889  $112   0.35%
Money market
  65,453   143   0.29%  68,976   205   0.40%
Savings
  20,734   50   0.32%  17,534   65   0.50%
Certificates
  232,216   2,568   1.48%  264,354   3,409   1.72%
Total
  361,057   2,842   1.05%  393,753   3,791   1.29%
Borrowings
  37,486   611   2.18%  45,640   799   2.34%
Total interest bearing liabilities
  398,543   3,453   1.16%  439,393   4,590   1.40%
Noninterest bearing deposits
  57,484           61,503         
Other liabilities
  7,289           4,983         
Total liabilities
  463,316           505,879         
Equity capital
  24,097           34,711         
Total liabilities and capital
 $487,413          $540,590         
                          
Net interest income before provision for
                        
loan losses
     $11,593          $12,988     
                          
Interest spread - average yield on interest
                        
earning assets, less average rate on
                        
interest bearing liabilities
          3.59%          3.53%
                          
Annualized net interest margin (net
                        
interest income expressed as
                        
percentage of average earning assets)
          3.66%          3.63%
                          



Provision for loan losses

The Company did not record a provision for loan losses for the three months ended September 30, 2013 compared to $700,000 for the three months ended September 30, 2012.  The provision for loan losses for the nine months ended September 30, 2013 was $823,000 compared to $9,095,000 for the nine months ended September 30, 2012.  The declines in the provision for loan losses for the three and nine month periods were primarily driven by a $68 million decline in loans outstanding from September 30, 2012 to September 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 decreased from $4,028,000 for the three months ended September 30, 2012 to $3,085,000 for the three months ended September 30, 2013, a decrease of $943,000, or 23%.  The decrease in noninterest income is primarily a result of lower gains on loan sales from decreased loan originations by our mortgage banking subsidiary of $268,000, and a decrease in gain on sale of securities of $557,000.  Noninterest income increased from $9,865,000 for the first nine months of 2012 to $10,114,000 for the first nine months of 2013, an increase of $249,000, or 3%.  The increase in noninterest income is primarily a result of higher gains on sale of loans of $118,000 due to mortgage originations in the first and second quarters of 2013 and the gain on the sale of the Robious branch of $598,000 in the first quarter of 2013, offset by a decrease in the gain on sale of securities of $604,000.

Mortgage loan originations by our mortgage company decreased by $5,563,000, or 2%, for the first nine months of 2013 compared to the same period in 2012.  However, proceeds from the sale of mortgage loans increased by $12,934,000 for the same comparative periods.  If rates were to continue to increase in 2013, mortgage production could be adversely affected, primarily through a reduction in mortgage loan refinancings.  Of the total loan production in 2013, approximately 35% were refinancings of existing mortgages and 65% were for new home purchases.

Noninterest expense

Noninterest expense for the three months ended September 30, 2013 was $7,136,000 compared to $7,751,000 for the three months ended September 30, 2012, a decrease of $615,000, or 8%.  The more significant decreases in noninterest expense occurred in expenses related to foreclosed real estate of $423,000, professional and outside services of $209,000, and equipment expense of $65,000.  These declines were offset by increases in salaries and benefits of $149,000.

Noninterest expense for the nine months ended September 30, 2013 totaled $21,072,000, a decrease of $147,000, or 0.7%, from $21,219,000 for the nine months ended September 30, 2012.  The more significant decreases in noninterest expense occurred in professional and outside services of $254,000, equipment of $187,000, loan underwriting of $245,000 and FDIC assessment of $135,000 offset by an increase in salaries and benefits of $704,000.

 
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.

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 September 30, 2013.  The net operating losses available to offset future taxable income amounted to approximately $14,210,000 at September 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 $123,000 the nine months ended September 30, 2012.  Due to the Company’s adjusted capital level we were not subject to franchise tax expense in the first nine months of 2013.

Balance Sheet Analysis

Our total assets decreased to $459,721,000 at September 30, 2013 from $510,087,000 at December 31, 2012, a decrease of $50,366,000, or 10%.  The branch sale discussed previously accounted for approximately half of this decline.  The remaining amount of the decline was attributable to management’s strategy to decrease our level of assets to improve our regulatory capital ratios and reduce our overhead expenses.  Net portfolio loans decreased by $49,825,000 during 2013 (of which approximately $12,000,000 was sold as part of the branch sale), loans held for sale decreased by $9,662,000 and other real estate owned decreased by $552,000, while liquid assets (cash and due from banks, federal funds sold and investment securities available for sale) increased by $14,603,000.

Loans

One of management’s primary objectives 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.

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

   
September 30, 2013
  
December 31, 2012
 
   
Amount
  
%
  
Amount
  
%
 
Construction and land development
            
Residential
 $3,598   1.19% $2,845   0.80%
Commercial
  31,516   10.40%  41,210   11.61%
    Total construction and land development
  35,114   11.59%  44,055   12.41%
Commercial real estate
                
Farmland
  1,919   0.63%  2,581   0.73%
Commercial real estate - owner occupied
  72,495   23.93%  92,773   26.14%
Commercial real estate - non-owner occupied
  46,759   15.43%  54,551   15.37%
Multifamily
  11,594   3.83%  7,979   2.25%
    Total commercial real estate
  132,767   43.82%  157,884   44.49%
Consumer real estate
                
Home equity lines
  21,855   7.22%  25,521   7.19%
Secured by 1-4 family residential,
                
secured by first deeds of trust
  71,936   23.74%  80,788   22.76%
Secured by 1-4 family residential,
                
secured by second deeds of trust
  8,784   2.89%  9,517   2.68%
   Total consumer real estate
  102,575   33.85%  115,826   32.63%
Commercial and industrial loans
                
(except those secured by real estate)
  30,375   10.02%  34,384   9.69%
Consumer and other
  2,171   0.72%  2,761   0.78%
                  
Total loans
  303,002   100.0%  354,910   100.0%
Deferred loan cost (unearned income), net
  691       788     
Less:  Allowance for loan losses
  (8,628)      (10,808)    
                  
   $295,065      $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 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 risk rated 6 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.

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.  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.

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.

The allowance for loan losses at September 30, 2013 was $8,628,000, 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 September 30, 2013 and December 31, 2012 was 2.78% and 3.04%, respectively.  The decrease in the allowance for loan losses for the first nine months of 2013 was primarily a result of the decline in portfolio loans of $49,825,000 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 September 30, 2013 is adequate to absorb the losses that can reasonably be anticipated from the loan portfolio at that date.

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

   
Nine Months Ended
 
   
September
 
   
2013
  
2012
 
        
Beginning balance
 $10,808  $16,071 
Provision for loan losses
  823   9,095 
Charge-offs
        
Construction and land development
        
Residential
  -   (797)
Commercial
  (270)  (5,506)
Commercial real estate
        
Farmland
  (448)  - 
Commercial real estate - owner occupied
  (404)  (685)
Commercial real estate - non-owner occupied
  (510)  (431)
Multifamily
        
Consumer real estate
        
Home equity lines
  (266)  (681)
Secured by 1-4 family residential,
        
secured by first deeds of trust
  (1,002)  (3,046)
Secured by 1-4 family residential,
        
secured by second deeds of trust
  (215)  (428)
Commercial and industrial loans
        
(except those secured by real estate)
  (466)  (1,428)
Consumer and other
  (52)  (404)
    (3,633)  (13,406)
Recoveries
        
Construction and land development
        
Residential
  101   45 
Commercial
  280   5 
Commercial real estate
        
Farmland
  -   - 
Commercial real estate - owner occupied
  43   - 
Commercial real estate - non-owner occupied
  -   - 
Multifamily
        
Consumer real estate
        
Home equity lines
  10   8 
Secured by 1-4 family residential,
        
secured by first deeds of trust
  22   81 
Secured by 1-4 family residential,
        
secured by second deeds of trust
  6   5 
Commercial and industrial loans
        
(except those secured by real estate)
  160   147 
Consumer and other
  8   5 
    630   296 
Net charge-offs
  (3,003)  (13,110)
          
Ending balance
 $8,628  $12,056 
          
Loans outstanding at end of period (1)
 $303,693  $375,127 
Ratio of allowance for loan losses as
        
a percent of loans outstanding at
        
end of period
  2.84%  3.21%
          
Average loans outstanding for the period (1)
 $321,721  $403,715 
Ratio of net charge-offs to average loans
        
outstanding for the period
  0.93%  3.25%
          
(1) Loans are net of unearned income.
        
          


The allowance for loan losses as a percentage of net loans decreased from 3.21% at September 30, 2012 to 2.78% at September 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.

Asset quality

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

   
September 30,
  
December 31,
  
September 30,
 
   
2013
  
2012
  
2012
 
           
Nonaccrual loans
 $22,490  $25,605  $40,760 
Foreclosed properties
  19,652   20,204   20,576 
Total nonperforming assets
 $42,142  $45,809  $61,336 
              
Restructured loans still accruing
 $28,474  $38,820  $22,105 
              
Loans past due 90 days and still accruing
            
(not included in nonaccrual loans above)
 $-  $115  $482 
              
Nonperforming assets to loans at end of period(1)
  13.9%  12.9%  16.4%
              
Nonperforming assets to total assets
  9.2%  9.0%  12.1%
              
Allowance for loan losses to nonaccrual loans
  38.4%  42.2%  29.6%
              
(1) Loans are net of deferred fees and costs.
            


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

   
Nonaccrual
  
Foreclosed
    
   
Loans
  
Properties
  
Total
 
           
Balance December 31, 2012
 $25,605  $20,204  $45,809 
Additions, net
  11,425   322   11,747 
Transfers to OREO
  (6,473)  6,473   - 
Repayments
  (4,428)  -   (4,428)
Charge-offs
  (3,639)  (2,448)  (6,087)
Sales
  -   (4,899)  (4,899)
              
Balance September 30, 2013
 $22,490  $19,652  $42,142 


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

   
Nonaccrual
  
Foreclosed
    
   
Loans
  
Properties
  
Total
 
           
Balance September 30, 2012
 $40,760  $20,576  $61,336 
Additions, net
  11,090   834   11,924 
Transfers to OREO
  (10,985)  10,985   - 
Repayments
  (13,447)  -   (13,447)
Charge-offs
  (4,928)  (3,005)  (7,933)
Sales
      (9,738)  (9,738)
              
Balance September 30, 2013
 $22,490  $19,652  $42,142 


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 $22,490,000 at September 30, 2013 that were considered impaired, 8 loans totaling $4,965,000 had specific allowances for loan losses totaling $1,539,000.  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 $1,980,000 and $1,931,000 for the nine months ended September 30, 2013 and 2012, respectively.

 
Deposits

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

   
September 30, 2013
  
December 31, 2012
 
   
Amount
  
%
  
Amount
  
%
 
              
Demand accounts
 $59,172,655   14.7% $57,049,348   13.1%
Interest checking accounts
  44,546,350   11.1%  45,861,199   10.5%
Money market accounts
  63,156,132   15.7%  66,007,160   15.1%
Savings accounts
  20,780,476   5.2%  20,922,112   4.8%
Time deposits of $100,000 and over
  99,168,163   24.7%  113,332,481   26.0%
Other time deposits
  114,772,639   28.6%  133,150,662   30.5%
                  
Total
 $401,596,415   100.0% $436,322,962   100.0%


Total deposits decreased by $34,727,000, or 8%, from $436,323,000 at December 31, 2012 to $401,596,000 at September 30, 2013, as compared to a decrease of $50,379,000, or 10%, during the first nine months of 2012.  Checking and savings accounts increased by $667,000, money market accounts decreased by $2,851,000 and time deposits decreased by $32,542,000.  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 1.05% for the first nine months of 2013 compared to 1.29% for the first nine 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.
 
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 $18,000,000 and $28,000,000 at September 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 September 30, 2013 was $21,254,000, 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), pursuant to which 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 $(3,711,000) decrease in equity during the first nine months of 2013 was primarily due to an unrealized loss of $(3,054,000) 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 September 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 September 30, 2013, the aggregate amount of the Company’s total accrued but deferred dividend payments on TARP was $1,934,362 and the interest payments on trust preferred capital notes was $807,316.

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 ten dividend payments as of September 30, 2013.  However, Treasury has not indicated at this time it will nominate two directors to our board.

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).

   
September 30,
  
December 31,
 
   
2013
  
2012
 
        
Tier 1 capital
      
Preferred stock
 $59  $59 
Common stock
  17,007   17,007 
Additional paid-in capital
  40,711   40,705 
Retained earnings (deficit)
  (34,026)  (33,174)
Warrant Surplus
  732   732 
Discount on preferred stock
  (87)  (199)
Qualifying trust preferred securities
  3,024   3,306 
Less intangible assets
  (320)  (393)
Total equity
  27,100   28,043 
Total Tier 1 capital
  27,100   28,043 
          
Tier 2 capital
        
Qualifying trust preferred securities
  5,740   5,458 
Allowance for loan losses
  4,285   4,795 
Total Tier 2 capital
  10,025   10,253 
          
Total risk-based capital
  37,125   38,296 
          
Risk-weighted assets
 $338,467  $377,572 
          
Average assets
 $469,717  $505,046 
          
Capital ratios
        
Leverage ratio (Tier 1 capital to
        
average assets)
  5.77%  5.55%
Tier 1 capital to risk-weighted assets
  8.01%  7.43%
Total capital to risk-weighted assets
  10.97%  10.14%
Equity to total assets
  4.62%  4.89%



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

   
September 30,
  
December 31,
 
   
2013
  
2012
 
        
Tier 1 capital
      
Common stock
 $6,849  $6,849 
Additional paid-in capital
  55,412   55,406 
Retained earnings (deficit)
  (28,816)  (28,925)
Less intangible assets
  (320)  (393)
Total equity
  33,125   32,937 
Total Tier 1 capital
  33,125   32,937 
          
Tier 2 capital
        
Allowance for loan losses
  4,259   4,769 
Total Tier 2 capital
  4,259   4,769 
          
Total risk-based capital
  37,384   37,706 
          
Risk-weighted assets
 $336,348  $375,451 
          
Average assets
 $469,673  $505,150 
          
Capital ratios
        
Leverage ratio (Tier 1 capital to
        
average assets)
  7.05%  6.52%
Tier 1 capital to risk-weighted assets
  9.85%  8.77%
Total capital to risk-weighted assets
  11.11%  10.04%
Equity to total assets
  6.62%  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 September 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 September 30, 2013, the Bank’s leverage ratio was 7.05% and the total capital to risk weighted assets ratio was 11.11%.  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.

 
At September 30, 2013, our liquid assets, consisting of cash, cash equivalents and investment securities available for sale totaled $92,888,000, or 20% 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 $7,051,000 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 September 30, 2013.

At September 30, 2013, we had commitments to originate $58,460,000 of loans.  Fixed commitments to incur capital expenditures were less than $25,000 at September 30, 2013.  Certificates of deposit scheduled to mature in the 12-month period ending September 30, 2014 totaled $87,606,000.  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.

 
The data in the following table reflects repricing or expected maturities of various assets and liabilities at September 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.
 

   
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
 $8,049  $7,147  $10,428  $18,097  $74,774  $118,495 
Variable rate
  43,205   13,752   23,883   24,500   79,167   184,507 
Investment securities
  -   -       -   59,113   59,113 
Loans held for sale
  14,527   -   -   -   -   14,527 
Federal funds sold
  20,632   -   -   -   -   20,632 
                          
Total rate sensitive assets
  86,413   20,899   34,311   42,597   213,054   397,274 
Cumulative rate sensitive assets
  86,413   107,312   141,623   184,220   397,274     
                          
Interest Rate Sensitive Liabilities
                        
Interest checking
  -   -   -   44,546   -   44,546 
Money market accounts
  63,156   -   -   -   -   63,156 
Savings
  -   -   -   20,780   -   20,780 
Certificates of deposit
  23,268   19,506   44,832   89,914   36,422   213,942 
FHLB advances
  -   1,000   7,000   10,000   -   18,000 
Trust Preferred Securities
  -   -   -       8,764   8,764 
Other borrowings
  3,289   -   -   -   -   3,289 
                          
Total rate sensitive liabilities
  89,713   20,506   51,832   165,240   45,186   372,477 
Cumulative rate sensitive liabilities
  89,713   110,219   162,051   327,291   372,477     
                          
Rate sensitivity gap for period
 $(3,300) $393  $(17,521) $(122,643) $167,868  $24,797 
Cumulative rate sensitivity gap
 $(3,300) $(2,907) $(20,428) $(143,071) $24,797     
                          
Ratio of cumulative gap to total assets
  (0.7)%  (0.6)%  (4.5)%  (31.1)%  5.4%    
Ratio of cumulative rate sensitive
                        
assets to cumulative rate sensitive
                        
liabilities
  96.3%  97.4%  87.4%  56.3%  106.7%    
Ratio of cumulative gap to cumulative
                        
rate sensitive assets
  (3.8)%  (2.7)%  (14.4)%  (77.7)%  6.2%    
                          
                          
                          
(1) Includes nonaccrual loans of approximately $22,490,000, which are spread throughout the categories.
         

At September 30, 2013, our balance sheet is liability sensitive for the next 36 months, meaning that our liabilities reprice more quickly than our assets during that period, and assets sensitive after 36 months, meaning that our assets will reprice more quickly than our liabilities during that period, with a ratio of cumulative gap to total assets ranging from a negative gap of (0.7)% for the first three months to a negative gap of (31.1)% 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 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/repricing 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

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 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.

 
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 represents 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.

 
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 September 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 $10,190,000, respectively, representing all the net deferred tax asset that is dependent on future earnings of the Company 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.





Not Applicable.



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 September 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.





Not applicable.


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.


Not applicable.
 

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 September 30, 2013 was $1,934,362.
 

None


Not applicable.
 
 
 10.1
Employment Agreement, dated August 8, 2013, by and between the Company and William G. Foster, Jr. (included as Exhibit 10.1 to the Current Report in Form 8-K filed August 19, 2013 and incorporated by reference herein).
   
 10.2
Employment Agreement, dated August 9, 2013, by and between the Company and Thomas W. Winfree (included as Exhibit 10.2 to the Current Report on Form 8-K filed August 19, 2013 and incorporated by reference herein).
   
 
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 September 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




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:
November 4, 2013
 
By:
/s/ Thomas W. Winfree
 
       
Thomas W. Winfree
 
       
President and
 
       
Chief Executive Officer
 
           
           
Date:
November 4, 2013
 
By:
/s/ C. Harril Whitehurst, Jr.
 
       
C. Harril Whitehurst, Jr.
 
       
Senior Vice President and
 
       
Chief Financial Officer
 




Exhibit Index


Exhibit
 
Number
Document
   
10.1
Employment Agreement, dated August 8, 2013, by and between the Company and William G. Foster, Jr. (included as Exhibit 10.1 to the Current Report in Form 8-K filed August 19, 2013 and incorporated by reference herein).
   
10.2
Employment Agreement, dated August 9, 2013, by and between the Company and Thomas W. Winfree (included as Exhibit 10.2 to the Current Report on Form 8-K filed August 19, 2013 and incorporated by reference herein).
   
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 September 30, 2012 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.