UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): December 22, 2015
___________
VILLAGE BANK AND TRUST FINANCIAL CORP.
(Exact name of registrant as specified in
its charter)
Virginia
(State or other jurisdiction
of incorporation) |
0-50765
(Commission File Number) |
16-1694602
(IRS Employer
Identification No.) |
13319 Midlothian Turnpike
Midlothian, Virginia
(Address of principal executive offices) |
23113
(Zip Code) |
Registrant’s telephone number, including
area code: (804) 897-3900
n/a
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.02 | Termination of a Material Definitive Agreement. |
On December 22, 2015, Village Bank (the
“Bank”), a wholly-owned subsidiary of Village Bank and Trust Financial Corp. (the “Company”), received
notification from the Federal Deposit Insurance Corporation (the “FDIC”) and the Virginia Bureau of Financial Institutions
(the “Virginia BFI”) that the Consent Order under which the Bank has been operating since February 3, 2012 was terminated
effective December 14, 2015. The Consent Order was terminated as a result of the steps the Company and the Bank took to, among
other things, improve asset quality, increase capital, augment management and board oversight, and increase earnings. The terms
and conditions of the terminated Consent Order are incorporated herein by reference to the Form 8-K of the Company filed with the
Securities and Exchange Commission on February 3, 2012.
In place of the Consent Order described
above under Item 1.02, the Bank’s Board of Directors has made certain written assurances to the FDIC and Virginia BFI in
the form of a Memorandum of Understanding that contains provisions concerning asset quality, earnings, regulatory violations, minimum
capital levels, asset growth, restrictions on paying dividends and a requirement to furnish progress reports to the FDIC and Virginia
BFI. The Memorandum of Understanding is considered an informal regulatory action.
On December 28, 2015, the Company issued
a press release announcing the termination of the Consent Order and its substitution with the Memorandum of Understanding. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed herewith:
Exhibit No. |
Description of Exhibit |
|
|
99.1 |
Press Release dated December 28, 2015. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
VILLAGE BANK AND TRUST FINANCIAL CORP. |
|
(Registrant) |
|
|
|
|
|
|
Date: December 28, 2015 |
By: |
/s/
C. Harril Whitehurst, Jr. |
|
|
C. Harril Whitehurst, Jr. |
|
|
Executive Vice President and CFO |
Exhibit 99.1
![Village%20Bank%20logo%20jpeg](http://www.sec.gov/Archives/edgar/data/1290476/000114420415072883/image_001.jpg)
AND
TRUST FINANCIAL CORP.
News Release
For Immediate Release
Contact:
C. Harril Whitehurst, Jr.
Executive Vice President and CFO
804-897-3900
hwhitehurst@villagebank.com
VILLAGE BANK AND TRUST FINANCIAL CORP.
ANNOUNCES TERMINATION OF REGULATORY CONSENT
ORDER
Midlothian, Virginia, December 28, 2015. Village Bank
and Trust Financial Corp. (the “Company”) (NASDAQ symbol: VBFC), parent company of Village Bank (the “Bank”),
today announced that on December 22, 2015, the Bank received notification from the Federal Deposit Insurance Corporation (the “FDIC”)
and the Virginia Bureau of Financial Institutions (the “Virginia BFI”) that the Consent Order under which the Bank
has been operating since February 3, 2012 was terminated effective December 14, 2015.
The Consent Order was terminated as a result of the steps the
Company and the Bank took to, among other things, improve asset quality, increase capital, augment management and board oversight,
and increase earnings.
Bill Foster, President and CEO of the Company, had the following
comments. “The release of the Consent Order is an important milestone for us. I am proud of the efforts of our team and the
Board to get us to this point in our journey to becoming a great bank in every way.”
He continued, “As we have discussed in the past, we are
pursuing a strategy that emphasizes becoming a high performing bank with sustainable earnings growth and excellent asset quality
through the cycle. We believe our strategy will allow us to drive stock price appreciation by growing book value over the next
5 years and achieving performance metrics that will support a high price to book multiple. We are particularly focused on
achieving a Return on Assets in excess of 1% and a Return on Equity in excess of 10%. We have been back on offense for some
time and have been growing the client relationships on which our business is built and that is showing in our results this year.”
In place of the Consent Order, Village Bank’s Board of
Directors has made certain written assurances to the FDIC and Virginia BFI in the form of a Memorandum of Understanding that contains
provisions concerning asset quality, earnings, regulatory violations, minimum capital levels, asset growth, restrictions on paying
dividends and a requirement to furnish progress reports to the FDIC and Virginia BFI. The Memorandum of Understanding is considered
an informal regulatory action.
About Village Bank and Trust Financial Corp.
Village Bank and Trust Financial Corp. was organized under the
laws of the Commonwealth of Virginia as a bank holding company whose activities consist of investment in its wholly-owned subsidiary,
Village Bank. Village Bank is a full-service Virginia-chartered community bank headquartered in Midlothian, Virginia with deposits
insured by the Federal Deposit Insurance Corporation. The Bank has eleven branch offices. Village Bank and its wholly-owned
subsidiary, Village Bank Mortgage Corporation, offer a complete range of financial products and services, including commercial
loans, consumer credit, mortgage lending, checking and savings accounts, certificates of deposit, and 24-hour banking.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited
to, statements about (i) the Company’s plans, objectives, expectations and intentions and other statements contained in
this release that are not historical facts; and (ii) other statements identified by words such as “expects” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,”
“projects,” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking
statements are based on the current beliefs and expectations of the Company’s management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of which are beyond management’s control. In addition,
these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are
subject to change. Actual results may differ materially from the anticipated results discussed or implied in these forward-looking
statements because of numerous possible uncertainties. The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) 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; (2) changes in assumptions underlying the establishment of allowances
for loan losses, and other estimates; (3) 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 Federal Deposit Insurance Corporation insurance and other coverages; (4) 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; (5) the inability of the Company and the Bank to comply with the
requirements of agreements with its regulators; (6) the inability to reduce nonperforming assets consisting of nonaccrual loans
and foreclosed real estate; and (7) 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. Additional factors, that could cause actual results to differ materially from those expressed in the forward-looking statements
are discussed in the Company’s reports (such as our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed with the Securities and Exchange Commission and available on the SEC’s Web site at www.sec.gov.
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