Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

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.)

13319 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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No ¨

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

Large Accelerated Filer ¨ Accelerated Filer ¨

Non-Accelerated Filer x Smaller Reporting Company x

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $4.00 per share		VBFC		Nasdaq Capital Market

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

1,438,430 shares of common stock, $4.00 par value, outstanding as of April 30, 2019

Village Bank and Trust Financial Corp.

Form 10-Q

TABLE OF CONTENTS

Part I – Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets March 31, 2019 (unaudited) and December 31, 2018	3

Consolidated Statements of Income For the Three Months Ended March 31, 2019 and 2018 (unaudited)	4

Consolidated Statements of Comprehensive Income (Loss) For the Three Months Ended March 31, 2019 and 2018 (unaudited)	5

Consolidated Statements of Shareholders’ Equity For the Three Months Ended March 31, 2019 and 2018 (unaudited)	6

Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2019 and 2018 (unaudited)	7

Notes to Consolidated Financial Statements (unaudited)	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	39

Item 3. Quantitative and Qualitative Disclosures About Market Risk	52

Item 4. Controls and Procedures	52

Part II – Other Information

Item 1. Legal Proceedings	53

Item 1A. Risk Factors	53

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 3. Defaults Upon Senior Securities	53

Item 4. Mine Safety Disclosures	53

Item 5. Other Information	53

Item 6. Exhibits	54

Signatures	55

Part I – Financial Information

ITEM 1 – FINANCIAL STATEMENTS

Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Balance Sheets

March 31, 2019 (Unaudited) and December 31, 2018*

(in thousands, except per share data)

	March 31,			December 31,
	2019			2018
Assets
Cash and due from banks	$	15,178		$	12,717
Federal funds sold		10,728			6,826
Total cash and cash equivalents		25,906			19,543
Investment securities available for sale, at fair value		41,835			44,253
Restricted stock, at cost		1,695			1,661
Loans held for sale		5,218			6,128
Loans
Outstandings		417,810			414,430
Allowance for loan losses		(3,027	)		(3,051	)
Deferred fees and costs, net		737			713
Total loans, net		415,520			412,092
Other real estate owned, net of valuation allowance		526			526
Assets held for sale		537			554
Premises and equipment, net		12,371			12,455
Bank owned life insurance		7,478			7,441
Accrued interest receivable		2,729			2,662
Other assets		8,459			7,551

	$	522,274		$	514,866

Liabilities and Shareholders' Equity
Liabilities
Deposits
Noninterest bearing demand	$	122,923		$	119,317
Interest bearing		320,477			319,730
Total deposits		443,400			439,047
Federal Home Loan Bank advances		21,000			21,000
Long-term debt - trust preferred securities		8,764			8,764
Subordinated debt, net		5,571			5,563
Accrued interest payable		241			221
Other liabilities		4,985			3,138
Total liabilities		483,961			477,733

Shareholders' equity
Common stock, $4 par value, 10,000,000 shares authorized;
1,438,430 shares issued and outstanding at March 31, 2019 and 1,435,283 shares issued and outstanding at December 31, 2018		5,720			5,707
Additional paid-in capital		53,245			53,212
Accumulated deficit		(20,960	)		(21,769	)
Common stock warrant		732			732
Stock in directors rabbi trust		(856	)		(883	)
Directors deferred fees obligation		856			883
Accumulated other comprehensive loss		(424	)		(749	)
Total shareholders' equity		38,313			37,133

	$	522,274		$	514,866

* Derived from audited consolidated financial statements

See accompanying notes to consolidated financial statements.

Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Statements of Operations

Three Months Ended March 31, 2019 and 2018

(in thousands, except per share data)

(unaudited)

	Three Months Ended
	2019		2018
Interest income
Loans	$	5,365	$	4,488
Investment securities		293		263
Federal funds sold		51		26
Total interest income		5,709		4,777

Interest expense
Deposits		882		631
Borrowed funds		361		135
Total interest expense		1,243		766

Net interest income		4,466		4,011
Provision for loan losses		-		-
Net interest income after provision for loan losses		4,466		4,011

Noninterest income
Service charges and fees		458		457
Mortgage banking income, net		787		817
Gain on sale of investment securities		101		-
Other		172		59
Total noninterest income		1,518		1,333

Noninterest expense
Salaries and benefits		2,936		2,943
Occupancy		349		330
Equipment		226		215
Supplies		41		57
Professional and outside services		809		720
Advertising and marketing		58		79
Foreclosed assets, net		1		(69	)
FDIC insurance premium		90		77
Other operating expense		489		508
Total noninterest expense		4,999		4,860

Income before income tax expense		985		484
Income tax expense		176		72

Net income		809		412

Preferred stock dividends and amortization of discount		-		(113	)
Net income available to common shareholders	$	809	$	299

Earnings per common share, basic	$	0.56	$	0.21
Earnings per common share, diluted	$	0.56	$	0.21

See accompanying notes to consolidated financial statements.

Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended March 31, 2019 and 2018

(Unaudited)

(in thousands)

	2018			2017

Net income	$	809		$	412
Other comprehensive income (loss)
Unrealized holding gains (losses) arising during the period		510			(537	)
Tax effect		(107	)		113
Net change in unrealized holding losses on securities available for sale, net of tax		403			(424	)

Reclassification adjustment
Reclassification adjustment for losses realized in net income		(101	)		-
Tax effect		21			-
Reclassification for losses included in net income (loss), net of tax		(80	)		-

Minimum pension adjustment		3			3
Tax effect		(1	)		(1	)
Minimum pension adjustment, net of tax		2			2


Total other comprehensive loss		325			(422	)

Total comprehensive income (loss)	$	1,134		$	(10	)

See accompanying notes to consolidated financial statements.

Consolidated Statements of Shareholders' Equity

Three Months Ended March 31, 2019 and 2018

(Unaudited)

(In thousands)

																	Directors			Accumulated
						Additional						Common		Stock in			Deferred			Other
	Preferred			Common		Paid-in			Accumulated			Stock		Directors			Fees			Comprehensive
	Stock			Stock		Capital			Deficit			Warrant		Rabbi Trust			Obligation			Loss			Total

Balance, December 31, 2018	$	-		$	5,707	$	53,212		$	(21,769	)	$	732	$	(883	)	$	883		$	(749	)	$	37,133

Restricted stock redemption		-			-		-			-			-		27			(27	)		-			-
Vesting of restricted stock		-			13		(13	)		-			-		-			-			-			-
Stock based compensation		-			-		46			-			-		-			-			-			46
Net income		-			-		-			809			-		-			-			-			809
Other comprehensive income		-			-		-			-			-		-			-			325			325
Balance, March 31, 2019		-			5,720		53,245			(20,960	)		732		(856	)		856			(424	)		38,313

Balance, December 31, 2017	$	20		$	5,672	$	58,055		$	(24,693	)	$	732	$	(1,010	)	$	1,010		$	(452	)	$	39,334
Preferred stock redemption		(20	)		-		(5,007	)		-			-		-			-			-			(5,027	)
Preferred stock dividend		-			-		-			(113	)		-		-			-			-			(113	)
Restricted stock redemption		-			-		-			-			-		12			(12	)		-			-
Vesting of restricted stock		-			10		(10	)		-			-		-			-			-			-
Stock based compensation		-			-		46			-			-		-			-			-			46
Net income		-			-		-			412			-		-			-			-			412
Other comprehensive loss		-			-		-			-			-		-			-			(422	)		(422	)
Balance, March 31, 2018	$	-		$	5,682	$	53,084		$	(24,394	)	$	732	$	(998	)	$	998		$	(874	)	$	34,230

See accompanying notes to consolidated financial statements.

Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Statements of Cash Flows

Three Months Ended March 31, 2019 and 2018

(Unaudited)

(in thousands)

	2019			2018

Cash Flows from Operating Activities
Net income	$	809		$	412
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		268			185
Amortization of debt issuance costs		8			-
Deferred income taxes		177			72
Gain on sale of investment securities		(101	)		-
Gain on sales of loans held for sale		(928	)		(1,029	)
Gain on sale of other real estate owned		-			(78	)
Stock compensation expense		46			46
Proceeds from sale of mortgage loans		30,310			33,772
Origination of mortgage loans for sale		(28,472	)		(30,068	)
Amortization of premiums and accretion of discounts on securities, net		31			29
Increase in bank owned life insurance		(37	)		(39	)
Net change in:
Interest receivable		(67	)		78
Other assets		(1,152	)		560
Interest payable		20			83
Other liabilities		1,847			(324	)
Net cash provided by operating activities		2,759			3,699

Cash Flows from Investing Activities
Purchases of available for sale securities		(4,632	)		-
Proceeds from the sale of available for sale securities		6,491			-
Proceeds from maturities, calls and paydowns of available for sale securities		1,038			843
Net increase in loans		(3,428	)		(18,867	)
Proceeds from sale of other real estate owned		-			849
Purchases of premises and equipment, net		(184	)		(108	)
Purchase of restricted stock		(34	)		-
Net cash used in investing activities		(749	)		(17,283	)

Cash Flows from Financing Activities
Redeemption of preferred stock		-			(5,027	)
Payment of preferred dividends		-			(113	)
Net increase in deposits		4,353			9,874
Net increase in other borrowings		-			1,777
Issuance of subordinated debt, net		-			5,539
Net cash provided by financing activities		4,353			12,050

Net increase in cash and cash equivalents		6,363			(1,534	)
Cash and cash equivalents, beginning of period		19,543			17,810

Cash and cash equivalents, end of period	$	25,906		$	16,276

Supplemental Disclosure of Cash Flow Information
Cash payments for interest	$	1,223		$	683
Supplemental Schedule of Non Cash Activities
Unrealized gains (losses) on securities avalable for sale	$	409		$	(537	)
Right of use assets obtained in exchage for new operating lease liabilities	$	1,405		$	-

See accompanying notes to consolidated financial statements.

Village Bank and Trust Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements

Three Months Ended March 31, 2019 and 2018

(Unaudited)

Note 1 - Principles of presentation

Village Bank and Trust Financial Corp. (the “Company”) is the holding company of Village Bank (the “Bank”). The consolidated financial statements include the accounts of the Company, the Bank and the Bank’s subsidiary, Village Bank Mortgage Corporation. 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 month period ended March 31, 2019 is not necessarily indicative of the results to be expected for the full year ending December 31, 2019. 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, 2018 as filed with the Securities and Exchange Commission (“SEC”).

The Company has evaluated events and transactions occurring subsequent to the consolidated balance sheet date of March 31, 2019 for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

On January 1, 2019, the Company adopted ASU No. 2016-02 “Leases (Topic 842)” and all subsequent ASUs that modified Topic 842. The Company elected the optional transitional method provided by ASU 2018-11 and did not adjust prior periods for Accounting Standards Codification (“ASC”) Topic 842. The Company also elected certain practical expedients within the standard and consistent with such elections did not reassess whether any expired or existing contracts are or contain leases, did not reassess the lease classification for any expired or existing leases, and did not reassess any initial direct costs for existing leases. As stated in the Company’s 2018 Form 10-K, the implementation of the new standard resulted in recognition of a right-of-use asset and lease liability of $1.4 million at the date of adoption, which is related to the Company’s leases of premises used in operations. The right-of-use asset and lease liability are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets.

Lease liabilities represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease. Right-of-use assets represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor.

The Company’s long-term lease agreements are all classified as operating leases. Certain of these leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liabilities to the extent the options are reasonably assured of being exercised. The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations. See note 8 for additional information.

Note 2 - Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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 operations for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the allowance for loan losses and its related provision including impaired loans and troubled debt restructurings (“TDRs”), the valuation allowance on the deferred tax asset, valuation of other real estate owned and the estimate of the fair value of assets held for sale.

Note 3 - Earnings per common share

The following table presents the basic and diluted earnings per common share computation (in thousands, except per share data):

	Three Months Ended March 31,
	2019		2018
Numerator
Net income - basic and diluted	$	809	$	412
Preferred stock dividend		-		(113	)
Net income available to common shareholders	$	809	$	299

Denominator
Weighted average shares outstanding - basic		1,435		1,432
Dilutive effect of common stock options		-		-

Weighted average shares outstanding - diluted		1,435		1,432

Earnings per share - basic	$	0.56	$	0.21
Earnings per share - diluted	$	0.56	$	0.21

Applicable guidance requires that outstanding, unvested share-based payment awards that contain voting rights and rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. Accordingly, the weighted average number of shares of the Company’s common stock used in the calculation of basic and diluted net income per common share includes unvested shares of the Company’s outstanding restricted common stock.

The vesting of 8,650 and 7,590 respectively, of the unvested restricted units included in Note 11 “Stock incentive plan” are dependent upon meeting certain performance criteria. As of March 31, 2019 and 2018, it was indeterminable whether these unvested restricted units will vest and as such those shares are excluded from common shares issued and outstanding at each date and are not included in the computation of earnings per share for any period presented.

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 578 and 1,708 shares were not included in computing diluted earnings per share for the three months ended March 31, 2019 and 2018, respectively, because their effects were anti-dilutive. Additionally, the impact of warrants to acquire shares of the Company’s common stock in connection with the Company’s participation in the Troubled Asset Relief Program is not included, as the warrants were anti-dilutive.

Note 4 – Investment securities available for sale

The amortized cost and fair value of investment securities available for sale as of March 31, 2019 and December 31, 2018 are as follows (in thousands):

			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value

March 31, 2019
U.S. Government agencies	$	15,434	$	-	$	(174	)	$	15,260
Mortgage-backed securities		22,287		21		(228	)		22,080
Subordinated debt		4,586		26		(117	)		4,495

	$	42,307	$	47	$	(519	)	$	41,835

December 31, 2018
U.S. Government agencies	$	14,120	$	-	$	(269	)	$	13,851
Mortgage-backed securities		26,924		102		(576	)		26,450
Subordinated debt		4,089		11		(148	)		3,952

	$	45,133	$	113	$	(993	)	$	44,253

At March 31, 2019 and December 31, 2018, the Company had investment securities with a fair value of approximately $8,065,000 and $8,004,000, respectively, pledged to secure borrowings from the Federal Home Loan Bank of Atlanta (“FHLB”).

Gross realized gains and losses pertaining to available for sale securities are detailed as follows for the periods indicated (in thousands):

	Three Months
	Ended March 31,
	2019		2018

Gross realized gains	$	101	$	-
Gross realized losses		-		-

	$	101	$	-

The Company sold approximately $6.5 million of investment securities available for sale at a gross gain of $101,000 during the three months ended March 31, 2019.

Investment securities available for sale that have an unrealized loss position at March 31, 2019 and December 31, 2018 are detailed below (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		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
March 31, 2019
US Government Agencies	$	-	$	-		$	13,715	$	(174	)	$	13,715	$	(174	)
Mortgage-backed securities							18,051		(228	)		18,051		(228	)
Subordinated debt		1,150		(105	)		1,007		(12	)		2,157		(117	)

	$	1,150	$	(105	)	$	32,773	$	(414	)	$	33,923	$	(519	)

December 31, 2018
US Government Agencies	$	-	$	-		$	13,851	$	(269	)	$	13,851	$	(269	)
Mortgage-backed securities		-		-			18,397		(576	)		18,397		(576	)
Subordinated debt		1,915		(140	)		512		(8	)		2,427		(148	)

	$	1,915	$	(140	)	$	32,760	$	(853	)	$	34,675	$	(993	)

All of the unrealized losses are attributable to increases in interest rates and not to credit deterioration. Currently, the Company believes that it is probable that the Company will be able to collect all amounts due according to the contractual terms of the investments. Because the decline in fair value is attributable to changes in interest rates and not to credit quality, and because it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider these investments to be other than temporarily impaired at March 31, 2019.

The amortized cost and estimated fair value of investment securities available for sale as March 31, 2019, by contractual maturity, are as follows (in thousands):

	Amortized
	Cost		Fair Value

One to five years	$	13,007	$	12,839
Five to ten years		6,504		6,385
More than ten years		22,796		22,611

Total	$	42,307	$	41,835

Note 5 – Loans and allowance for loan losses

Loans classified by type as of March 31, 2019 and December 31, 2018 are as follows (dollars in thousands):

	March 31, 2019						December 31, 2018
	Amount			%			Amount			%
Construction and land development
Residential	$	7,840			1.88	%	$	7,704			1.86	%
Commercial		28,543			6.83	%		33,904			8.18	%
		36,383			8.71	%		41,608			10.04	%
Commercial real estate
Owner occupied		101,926			24.39	%		98,153			23.68	%
Non-owner occupied		97,672			23.38	%		95,034			22.93	%
Multifamily		13,728			3.29	%		13,597			3.28	%
Farmland		178			0.04	%		185			0.04	%
		213,504			51.10	%		206,969			49.93	%
Consumer real estate
Home equity lines		20,004			4.79	%		20,675			4.99	%
Secured by 1-4 family residential,
First deed of trust		58,579			14.02	%		57,410			13.85	%
Second deed of trust		9,717			2.32	%		9,556			2.31	%
		88,300			21.13	%		87,641			21.15	%
Commercial and industrial loans (except those secured by real estate)		40,241			9.63	%		36,639			8.84	%
Guaranteed student loans		37,396			8.95	%		39,315			9.49	%
Consumer and other		1,986			0.48	%		2,258			0.55	%

Total loans		417,810			100.0	%		414,430			100.0	%
Deferred fees and costs, net		737						713
Less: allowance for loan losses		(3,027	)					(3,051	)

	$	415,520					$	412,092

The Bank has a purchased portfolio of rehabilitated student loans guaranteed by the Department of Education (“DOE”). The guarantee covers approximately 98% of principal and accrued interest. The loans are serviced by a third-party servicer that specializes in handling the special needs of the DOE student loan programs.

Loans pledged as collateral with the FHLB as part of their lending arrangement with the Company totaled $40,650,000 and $38,751,000 as of March 31, 2019 and December 31, 2018, respectively.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due as long as the remaining recorded investment in the loan is deemed fully collectible. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all principal and interest amounts contractually due are brought to current and future payments are reasonably assured.

The following table provides information on nonaccrual loans segregated by type at the dates indicated (in thousands):

	March 31,		December 31,
	2019		2018
Construction and land development
Commercial	$	-	$	39
		-		39
Commercial real estate
Non-owner occupied		515		515
		515		515
Consumer real estate
Home equity lines		123		125
Secured by 1-4 family residential,
First deed of trust		1,079		1,163
Second deed of trust		152		154
		1,354		1,442
Commercial and industrial loans (except those secured by real estate)		236		255
Consumer and other		8		8

Total loans	$	2,113	$	2,259

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. These 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 net worth and paying capacity of the obligor or of the collateral pledged, if any; and

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

The following tables provide information on the risk rating of loans at the dates indicated (in thousands):

	Risk Rated		Risk Rated		Risk Rated		Risk Rated		Total
	1-4		5		6		7		Loans
March 31, 2019
Construction and land development
Residential	$	7,093	$	-	$	747	$	-	$	7,840
Commercial		28,194		-		349		-		28,543
		35,287		-		1,096		-		36,383
Commercial real estate
Owner occupied		93,318		6,590		2,018				101,926
Non-owner occupied		97,157		-		515		-		97,672
Multifamily		13,569		159		-		-		13,728
Farmland		79		99		-		-		178
		204,123		6,848		2,533		-		213,504
Consumer real estate
Home equity lines		19,130		734		140		-		20,004
Secured by 1-4 family residential
First deed of trust		55,265		1,849		1,465		-		58,579
Second deed of trust		7,874		1,634		209		-		9,717
		82,269		4,217		1,814		-		88,300
Commercial and industrial loans (except those secured by real estate)		37,302		2,509		430		-		40,241
Guaranteed student loans		37,396		-		-		-		37,396
Consumer and other		1,968		8		10		-		1,986

Total loans	$	398,345	$	13,582	$	5,883	$	-	$	417,810

December 31, 2018
Construction and land development
Residential	$	6,957	$	-	$	747	$	-	$	7,704
Commercial		33,432		6		466		-		33,904
		40,389		6		1,213		-		41,608
Commercial real estate
Owner occupied		88,484		6,540		3,129		-		98,153
Non-owner occupied		94,519		-		515		-		95,034
Multifamily		13,436		161		-		-		13,597
Farmland		81		104		-		-		185
		196,520		6,805		3,644		-		206,969
Consumer real estate
Home equity lines		19,601		934		140		-		20,675
Secured by 1-4 family residential
First deed of trust		53,994		1,612		1,804		-		57,410
Second deed of trust		9,167		175		214		-		9,556
		82,762		2,721		2,158		-		87,641
Commercial and industrial loans (except those secured by real estate)		32,776		3,349		499		15		36,639
Guaranteed student loans		39,315		-		-		-		39,315
Consumer and other		2,239		8		11		-		2,258

Total loans	$	394,001	$	12,889	$	7,525	$	15	$	414,430

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

													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
March 31, 2019
Construction and land development
Residential	$	-	$	-	$	-	$	-	$	7,840	$	7,840	$	-
Commercial		117		-		-		117		28,426		28,543		-
		117		-		-		117		36,266		36,383		-
Commercial real estate
Owner occupied		673		-		-		673		101,253		101,926		-
Non-owner occupied		-		-		-		-		97,672		97,672		-
Multifamily		-		-		-		-		13,728		13,728		-
Farmland		-		-		-		-		178		178		-
		673		-		-		673		212,831		213,504		-
Consumer real estate
Home equity lines		378		-		-		378		19,626		20,004		-
Secured by 1-4 family residential
First deed of trust		274		-		-		274		58,305		58,579		-
Second deed of trust		118		-		-		118		9,599		9,717		-
		770		-		-		770		87,530		88,300		-
Commercial and industrial loans (except those secured by real estate)		-		434		-		434		39,807		40,241		-
Guaranteed student loans		1,274		1,007		4,164		6,445		30,951		37,396		4,164
Consumer and other		11		9		-		20		1,966		1,986		-

Total loans	$	2,845	$	1,450	$	4,164	$	8,459	$	409,351	$	417,810	$	4,164

													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
December 31, 2018
Construction and land development
Residential	$	-	$	-	$	-	$	-	$	7,704	$	7,704	$	-
Commercial		118		-		-		118		33,786		33,904		-
		118		-		-		118		41,490		41,608		-
Commercial real estate
Owner occupied		-		-		-		-		98,153		98,153		-
Non-owner occupied		-		-		-		-		95,034		95,034		-
Multifamily		-		-		-		-		13,597		13,597		-
Farmland		-		-		-		-		185		185		-
		-		-		-		-		206,969		206,969		-
Consumer real estate
Home equity lines		-		315		-		315		20,360		20,675		-
Secured by 1-4 family residential
First deed of trust		171		7		-		178		57,232		57,410		-
Second deed of trust		162		-		-		162		9,394		9,556		-
		333		322		-		655		86,986		87,641		-
Commercial and industrial loans (except those secured by real estate)		312		433		-		745		35,894		36,639		-
Guaranteed student loans		1,946		971		5,573		8,490		30,825		39,315		5,573
Consumer and other		9		1		-		10		2,248		2,258		-

Total loans	$	2,718	$	1,727	$	5,573	$	10,018	$	404,412	$	414,430	$	5,573

Loans greater than 90 days past due are student loans that are guaranteed by the DOE which covers approximately 98% of the principal and interest. Accordingly, these loans will not be placed on nonaccrual status and are not considered to be impaired.

Loans are considered impaired when, based on current information and events it is probable the Company will be unable to collect all amounts when 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 (in thousands):

	March 31, 2019						December 31, 2018
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance
With no related allowance recorded
Construction and land development
Residential	$	323	$	323	$	-	$	747	$	747	$	-
Commercial		356		454		-		360		458		-
		679		777		-		1,107		1,205		-
Commercial real estate
Owner occupied		2,576		2,576		-		3,703		3,703		-
Non-owner occupied		2,566		2,566		-		2,588		2,588		-
		5,142		5,142		-		6,291		6,291		-
Consumer real estate
Home equity lines		123		123		-		684		684		-
Secured by 1-4 family residential
First deed of trust		2,958		2,958		-		3,057		3,057		-
Second deed of trust		711		936		-		721		929		-
		3,792		4,017		-		4,462		4,670		-
Commercial and industrial loans (except those secured by real estate)		512		885		-		528		875		-
Consumer and other		-		-		-		-		-		-
		10,125		10,821		-		12,388		13,041		-

With an allowance recorded
Construction and land development
Commercial		-		-		-		106		106		8
		-		-		-		106		106		8
Commercial real estate
Owner occupied		1,450		1,450		25		1,459		1,459		25
		1,450		1,450		25		1,459		1,459		25
Consumer real estate
Home equity lines		-		-		-		-		-		-
Secured by 1-4 family residential
First deed of trust		197		197		19		200		200		20
Second deed of trust		159		159		3		161		161		4
		356		356		22		361		361		24
Commercial and industrial loans (except those secured by real estate)		-		-		-		8		8		8
Consumer and other		8		8		8		9		9		9
		1,814		1,814		55		1,943		1,943		74

Total
Construction and land development
Residential		323		323		-		747		747		-
Commercial		356		454		-		466		564		8
		679		777		-		1,213		1,311		8
Commercial real estate
Owner occupied		4,026		4,026		25		5,162		5,162		25
Non-owner occupied		2,566		2,566		-		2,588		2,588		-
		6,592		6,592		25		7,750		7,750		25
Consumer real estate
Home equity lines		123		123		-		684		684		-
Secured by 1-4 family residential,
First deed of trust		3,155		3,155		19		3,257		3,257		20
Second deed of trust		870		1,095		3		882		1,090		4
		4,148		4,373		22		4,823		5,031		24
Commercial and industrial loans (except those secured by real estate)		512		885		-		536		883		8
Consumer and other		8		8		8		9		9		9
	$	11,939	$	12,635	$	55	$	14,331	$	14,984	$	74

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 (in thousands):

	For the Three Months Ended March 31,
	2019				2018
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
With no related allowance recorded
Construction and land development
Residential	$	267	$	-	$	299	$	6
Commercial		475		-		-		-
		742		-		299		6
Commercial real estate
Owner occupied		3,460		42		3,689		40
Non-owner occupied		2,597		23		2,294		26
		6,057		65		5,983		66
Consumer real estate
Home equity lines		550		-		524		-
Secured by 1-4 family residential
First deed of trust		2,972		42		3,635		31
Second deed of trust		704		13		570		11
		4,226		55		4,729		42
Commercial and industrial loans (except those secured by real estate)		477		8		465		8
Consumer and other		1		-		3		-
		11,503		128		11,479		122

With an allowance recorded
Construction and land development Commercial		26		-		233		6
Commercial real estate
Owner occupied		1,461		15		1,708		11
Non-Owner occupied		-		-		-		-
		1,461		15		1,708		11
Consumer real estate
Home equity lines		-		-		136		2
Secured by 1-4 family residential
First deed of trust		262		3		764		7
Second deed of trust		162		2		127		-
		424		5		1,027		9
Commercial and industrial loans (except those secured by real estate)		176		-		591		-
Consumer and other		14		-		5		-
		2,101		20		3,564		26

Total
Construction and land development
Residential	$	267	$	-	$	-	$	-
Commercial		501		-		532		12
		768		-		532		12
Commercial real estate
Owner occupied		4,921		57		5,397		51
Non-owner occupied		2,597		23		2,294		26
		7,518		80		7,691		77
Consumer real estate
Home equity lines		550		-		660		-
Secured by 1-4 family residential,
First deed of trust		3,234		45		4,399		38
Second deed of trust		866		15		697		11
		4,650		60		5,756		49
Commercial and industrial loans (except those secured by real estate)		653		8		1,056		8
Consumer and other		15		-		8		-
	$	13,604	$	148	$	15,043	$	146

Included in impaired loans are loans classified as 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 borrower’s 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 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 modification. The following is a summary of performing and nonaccrual TDRs and the related specific valuation allowance by portfolio segment for the periods indicated (dollars in thousands).

							Specific
							Valuation
	Total		Performing		Nonaccrual		Allowance
March 31, 2019
Commercial real estate
Owner occupied	$	4,026	$	4,026	$	-	$	25
Non-owner occupied		2,566		2,051		515		-
		6,592		6,077		515		25
Consumer real estate
Secured by 1-4 family residential
First deeds of trust		2,196		1,516		680		19
Second deeds of trust		783		718		65		3
		2,979		2,234		745		22
Commercial and industrial loans (except those secured by real estate)		310		276		34		-
	$	9,881	$	8,587	$	1,294	$	47

Number of loans		42		33		9		6

							Specific
							Valuation
	Total		Performing		Nonaccrual		Allowance
December 31, 2018
Construction and land development Commercial	$	-	$	-	$	-	$	-
		-		-		-		-
Commercial real estate
Owner occupied		4,064		4,064		-		25
Non-owner occupied		2,072		2,072		-		-
		6,136		6,136		-		25
Consumer real estate
Secured by 1-4 family residential
First deeds of trust		2,284		1,525		759		20
Second deeds of trust		794		729		65		4
		3,078		2,254		824		24
Commercial and industrial loans (except those secured by real estate)		317		282		35		-
	$	9,531	$	8,672	$	859	$	49

Number of loans		42		33		9		6

The following table provides information about TDRs identified during the indicated periods (dollars in thousands).

	March 31, 2019						March 31, 2018
			Pre-		Post-				Pre-		Post-
			Modification		Modification				Modification		Modification
	Number of		Recorded		Recorded		Number of		Recorded		Recorded
	Loans		Balance		Balance		Loans		Balance		Balance

Commercial real estate
Non-owner occupied		1	$	515	$	515		-	$	-	$	-
		1	$	515	$	515		-	$	-	$	-

There were no defaults on TDRs that were modified as TDRs during the prior twelve month period.

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

			Provision for
	Beginning		(Recovery of)								Ending
	Balance		Loan Losses			Charge-offs			Recoveries		Balance

Three Months Ended March 31, 2019
Construction and land development
Residential	$	42	$	3		$	-		$	1	$	46
Commercial		220		(48	)		-			1		173
		262		(45	)		-			2		219
Commercial real estate
Owner occupied		673		37			-			-		710
Non-owner occupied		673		19			-			-		692
Multifamily		87		1			-			-		88
Farmland		2		-			-			-		2
		1,435		57			-			-		1,492
Consumer real estate
Home equity lines		244		(10	)		-			6		240
Secured by 1-4 family residential
First deed of trust		385		8			-			2		395
Second deed of trust		51		2			-			4		57
		680		-			-			12		692
Commercial and industrial loans (except those secured by real estate)		308		48			(15	)		11		352
Student loans		121		33			(33	)		-		121
Consumer and other		34		(3	)		(2	)		1		30
Unallocated		211		(90	)		-			-		121

	$	3,051	$	-		$	(50	)	$	26	$	3,027

			Provision for
	Beginning		(Recovery of)								Ending
	Balance		Loan Losses			Charge-offs			Recoveries		Balance

Year Ended December 31, 2018
Construction and land development
Residential	$	32	$	9		$	-		$	1	$	42
Commercial		165		49			-			6		220
		197		58			-			7		262
Commercial real estate
Owner occupied		624		49			-			-		673
Non-owner occupied		500		(45	)		-			218		673
Multifamily		60		27			-			-		87
Farmland		3		(1	)		-			-		2
		1,187		30			-			218		1,435
Consumer real estate
Home equity lines		268		39			(64	)		1		244
Secured by 1-4 family residential
First deed of trust		502		(97	)		(41	)		21		385
Second deed of trust		47		6			(45	)		43		51
		817		(52	)		(150	)		65		680
Commercial and industrial loans (except those secured by real estate)		556		(50	)		(375	)		177		308
Student loans		108		118			(105	)		-		121
Consumer and other		27		32			(34	)		9		34
Unallocated		347		(136	)		-			-		211

	$	3,239	$	-		$	(664	)	$	476	$	3,051

			Provision for
	Beginning		(Recovery of)								Ending
	Balance		Loan Losses			Charge-offs			Recoveries		Balance

Three Months Ended March 31, 2018
Construction and land development
Residential	$	32	$	(6	)	$	-		$	-	$	26
Commercial		165		23			-			1		189
		197		17			-			1		215
Commercial real estate
Owner occupied		624		38			-			-		662
Non-owner occupied		500		(181	)		-			218		537
Multifamily		60		-			-			-		60
Farmland		3		(1	)		-			-		2
		1,187		(144	)		-			218		1,261
Consumer real estate
Home equity lines		268		9			-			-		277
Secured by 1-4 family residential
First deed of trust		502		57			(34	)		2		527
Second deed of trust		47		47			(45	)		5		54
		817		113			(79	)		7		858
Commercial and industrial loans (except those secured by real estate)		556		44			-			4		604
Student loans		108		31			(32	)		-		107
Consumer and other		27		15			(21	)		6		27
Unallocated		347		(76	)		-			-		271

	$	3,239	$	-		$	(132	)	$	236	$	3,343

The allowance for loan losses at each of the periods presented includes an amount that could not be identified to individual types of loans referred to as the unallocated portion of the allowance. We recognize the inherent imprecision in estimates of losses due to various uncertainties and the variability related to the factors used in calculation of the allowance. The allowance for loan losses included an unallocated portion of approximately $121,000, $211,000, and $271,000 at March 31, 2019, December 31, 2018, and March 31, 2018, respectively.

Loans were evaluated for impairment as follows for the periods indicated (in thousands):

	Recorded Investment in Loans
	Allowance						Loans
	Ending						Ending
	Balance		Individually		Collectively		Balance		Individually		Collectively

Three Months Ended March 31, 2019
Construction and land development
Residential	$	46	$	-	$	46	$	7,840	$	323	$	7,517
Commercial		173		-		173		28,543		356		28,187
		219		-		219		36,383		679		35,704
Commercial real estate
Owner occupied		710		25		685		101,926		4,026		97,900
Non-owner occupied		692		-		692		97,672		2,566		95,106
Multifamily		88		-		88		13,728		-		13,728
Farmland		2		-		2		178		-		178
		1,492		25		1,467		213,504		6,592		206,912
Consumer real estate
Home equity lines		240		-		240		20,004		123		19,881
Secured by 1-4 family residential
First deed of trust		395		19		376		58,579		3,155		55,424
Second deed of trust		57		3		54		9,717		870		8,847
		692		22		670		88,300		4,148		84,152
Commercial and industrial loans (except those secured by real estate)		352		-		352		40,241		512		39,729
Student loans		121		-		121		37,396		-		37,396
Consumer and other		151		8		143		1,986		8		1,978

	$	3,027	$	55	$	2,972	$	417,810	$	11,939	$	405,871

Year Ended December 31, 2018
Construction and land development
Residential	$	42	$	-	$	42	$	7,704	$	747	$	6,957
Commercial		220		8		212		33,904		466		33,438
		262		8		254		41,608		1,213		40,395
Commercial real estate
Owner occupied		673		25		648		98,153		5,162		92,991
Non-owner occupied		673		-		673		95,034		2,588		92,446
Multifamily		87		-		87		13,597		-		13,597
Farmland		2		-		2		185		-		185
		1,435		25		1,410		206,969		7,750		199,219
Consumer real estate
Home equity lines		244		-		244		20,675		684		19,991
Secured by 1-4 family residential
First deed of trust		385		20		365		57,410		3,257		54,153
Second deed of trust		51		4		47		9,556		882		8,674
		680		24		656		87,641		4,823		82,818
Commercial and industrial loans (except those secured by real estate)		308		8		300		36,639		536		36,103
Student loans		121		-		121		39,315		-		39,315
Consumer and other		245		9		236		2,258		9		2,249

	$	3,051	$	74	$	2,977	$	414,430	$	14,331	$	400,099

Note 6 – Deposits

Deposits as of March 31, 2019 and December 31, 2018 were as follows (dollars in thousands):

	March 31, 2019					December 31, 2018
	Amount		%			Amount		%

Checking accounts
Noninterest bearing demand		122,923		27.7	%	$	119,317		27.2	%
Interest bearing		48,223		10.9	%		49,188		11.2	%
Money market accounts		91,585		20.7	%		86,295		19.7	%
Savings accounts		27,727		6.3	%		28,694		6.5	%
Time deposits of $250,000 and over		25,048		5.6	%		24,160		5.5	%
Other time deposits		127,894		28.8	%		131,393		29.9	%

Total	$	443,400		100.0	%	$	439,047		100.0	%

Note 7 – Borrowings

The Company uses both short-term and long-term borrowings to supplement deposits when they are available at a lower overall cost to the Company or they can be invested at a positive rate of return.

As a member of the Federal Home Loan Bank of Atlanta, the Bank is required to own capital stock in the FHLB and is authorized to apply for advances from the FHLB. The Company held $1,354,000 in FHLB stock at March 31, 2019 and $1,320,000 at December 31, 2018, which is held at cost. 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. The FHLB borrowings are secured by the pledge of commercial and 1-4 family residential loans. The Company had FHLB advances of $21,000,000 at March 31, 2019 and December 31, 2018 maturing through 2023.

The Company uses federal funds purchased and repurchase agreements for short-term borrowing needs. Securities sold under agreements to repurchase are classified as borrowings and generally mature within one to four days from the transaction date. Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction. The Company may be required to provide additional collateral based on the fair value of the underlying securities. There were no borrowings against the lines at March 31, 2019 and December 31, 2018.

Note 8 – Leases

The following tables present information about the Company’s leases (dollars in thousands):

	March 31, 2019
Lease liabilities	$	1,312
Right-of-use assets	$	1,308
Weighted average remaining lease term		5.04 years
Weighted average discount rate		2.98	%

	For the Three Months Ended
	March 31, 2019
Lease cost
Operating lease cost	$	107
Total lease cost	$	107

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities is as follows (dollars in thousands):

	As of
	March 31, 2019
Lease payments due
Nine months ending December 31, 2019	$	312
Twelve months ending December 31, 2020		416
Twelve months ending December 31, 2021		278
Twelve months ending December 31, 2022		120
Twelve months ending December 31, 2023		44
Twelve months ending December 31, 2024		48
Thereafter		203
Total undiscounted cash flows	$	1,421
Discount		109
Lease liabilities	$	1,312

Cash paid for amounts included in the measurement of lease liabilities during the three months ended March 31, 2019 was $103,000. The Company adopted ASC 842 effective January 1, 2019. Prior to January 1, 2019, the Company measured lease expense in accordance with FASB Accounting Standards Codification Topic 840. During the three months ended March 31, 2018, the Company recognized lease expense of $91,000.

Note 9 – Trust preferred securities

During the first quarter of 2005, Southern Community Financial Capital Trust I, a wholly-owned unconsolidated 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 March 31, 2019 was 4.75%. 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 March 31, 2019 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 unconsolidated 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 LIBOR-indexed floating rate of interest (three-month LIBOR plus 1.4%) which adjusts, and is also payable, quarterly. The interest rate at March 31, 2019 was 4.01%. The securities may be redeemed at par at any time commencing in December 2012 until the securities mature in 2037. No amounts have been redeemed at March 31, 2019 and there are no plans to do so. 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. The Company is current on these interest payments.

Note 10 – Subordinated Debt

On March 21, 2018, the Company issued $5,700,000 of fixed-to-floating rate subordinated notes due March 31, 2028 in a private placement. The Company received $5,539,000 in net proceeds after deducting issuance costs. The subordinated notes accrue interest at a fixed rate of 6.50% for the first five years until March 31, 2023; thereafter, the subordinated notes will accrue interest at an annual floating rate equal to three-month LIBOR plus a spread of 3.73% until maturity or early redemption. The Company may redeem the subordinated notes in whole or in part, on or after March 31, 2023. The subordinated notes are unsecured and subordinated in right of payment to all of the Company’s existing and future senior indebtedness, whether secured or unsecured, including claims of depositors and general creditors, and rank equally in right of payment with any unsecured, subordinated indebtedness that the Company may incur in the future. At March 31, 2019, the carrying value of the notes totaled $5,571,000.

Note 11 – Stock incentive plan

In accordance with accounting standards, the Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost is recognized over the period during which an employee is required to provide service in exchange for the award rather than disclosed in the financial statements.

The following table summarizes options outstanding under the Company’s stock incentive plans at the indicated dates:

	Three Months Ended March 31,
	2019								2018
			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		734	$	25.63	$	9.76				2,245	$	24.17	$	12.88
Granted		-		-		-				-		-		-
Forfeited		-		-		-				-		-		-
Exercised		-		-		-				-		-		-
Options outstanding, end of period		734	$	25.63	$	9.76	$	-		2,245	$	24.17	$	12.88	$	-
Options exercisable, end of period		734								2,245

During the first quarter of 2018, we granted certain officers 1,590 restricted shares of common stock with a weighted average fair market value of $32.42 on the date of grant. These restricted stock awards vest over three years.

Prior to vesting, these shares are subject to forfeiture to us without consideration upon termination of employment under certain circumstances. The total number of shares underlying non-vested restricted stock was 17,646 and 21,761 at March 31, 2019 and 2018, respectively.

The fair value of the stock is based on the grant date of the award and the expense is recognized over the vesting period. Unamortized stock-based compensation related to nonvested share based compensation arrangements granted under the stock incentive plan as of March 31, 2019 and 2018, was $354,185 and $363,379, respectively. The time based unamortized compensation of $137,005 is expected to be recognized over a weighted average period of 1.63 years.

A summary of changes in the Company’s nonvested restricted stock awards for the three months ended March 31, 2019 follows:

				Weighted-
				Average		Aggregate
				Grant-Date		Intrinsic
	Shares			Fair-Value		Value

December 31, 2018		23,556		$	32.46	$	767,926
Granted		-			-		-
Vested		(3,147	)		20.19		(102,592	)
Forfeited		(2,763	)		22.35		(90,074	)

March 31, 2019		17,646		$	31.18	$	575,260

Stock-based compensation expense was approximately $46,000 for the three months ended March 31, 2019 and 2018, respectively.

Note 12 — Fair value

The Company determines the fair value of its financial instruments based on the requirements established in ASC 820: Fair Value Measurements, which provides a framework for measuring fair value under GAAP and requires an entity to maximize the use of observable inputs when measuring fair value. ASC 820 defines fair value as the exit price, the price that would be received for an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date under current market conditions.

ASC 820 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 hierarchy 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). If the inputs used to provide the evaluation for certain securities are unobservable and/or there is little, if any, market activity, then the security would fall to the lowest level of the hierarchy (Level 3).

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 Operations.

Other Real Estate Owned: OREO assets are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. Subsequently, OREO assets are carried at lower of cost or fair value less estimated costs to sell. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. 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 held for sale : Assets held for sale were transferred from premises and equipment at the lower of cost less accumulated depreciation or fair value at the date of transfer. The Company periodically evaluates the value of assets held for sale and records an impairment charge for any subsequent declines in fair value less selling costs. 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 assets held for sale 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 asset held for sale 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 (dollars in thousands):

	Fair Value Measurement
	at March 31, 2019 Using
			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	$	15,260	$	1,545	$	13,715	$	-
Mortgage-backed securities		22,080		2,587		19,493		-
Subordinated debt		4,495		-		3,995		500

Financial Assets - Non-Recurring
Impaired loans		1,759		-		-		1,759
Assets held for sale		537		-		-		537
Other real estate owned		526		-		-		526

	Fair Value Measurement
	at December 31, 2018 Using
			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	$	13,851	$	-	$	13,851	$	-
Mortgage-backed securities		26,450		-		26,450		-
Subordinated debt		3,952		-		3,452		500

Financial Assets - Non-Recurring
Impaired loans		1,869		-		-		1,869
Assets held for sale		554		-		-		554
Other real estate owned		526		-		-		526

The following table presents qualitative information about Level 3 fair value measurements for financial instruments measured at fair value at March 31, 2019 and December 31, 2018 (dollars in thousands):

	March 31, 2019
					Range
	Fair Value		Valuation	Unobservable	(Weighted
	Estimate		Techniques	Input	Average)

Impaired loans - real estate secured	$	1,759	Appraisal (1) or Internal Valuation (2)	Selling costs	6%-10% (7%)
				Discount for lack of marketability and age of appraisal	6%-30% (10%)

Assets held for sale	$	537	Appraisal (1) or Internal Valuation (2)	Selling costs	6%-10% (7%)
				Discount for lack of marketability and age of appraisal	6%-30% (15%)

Other real estate owned	$	526	Appraisal (1) or Internal Valuation (2)	Selling costs	6%-10% (7%)

(1)

Fair Value is generally determined through independent appraisals of the underlying collateral, which typically includes various level 3 inputs that are not identifiable

(2)

Internal valuations may be conducted to determine Fair Value for assets with nominal carrying balances

	December 31, 2018
					Range
	Fair Value		Valuation	Unobservable	(Weighted
	Estimate		Techniques	Input	Average)

Impaired loans - real estate secured	$	1,869	Appraisal (1) or Internal Valuation (2)	Selling costs	6%-10% (7%)
				Discount for lack of marketability and age of appraisal	6%-30% (10%)

Assets held for sale	$	554	Appraisal (1) or Internal Valuation (2)	Selling costs	6%-10% (7%)
				Discount for lack of marketability and age of appraisal	6%-30% (15%)

Other real estate owned	$	526	Appraisal (1) or Internal Valuation (2)	Selling costs	6%-10% (7%)

(1)

Fair Value is generally determined through independent appraisals of the underlying collateral, which typically includes various level 3 inputs that are not identifiable

(2)

Internal valuations may be conducted to determine Fair Value for assets with nominal carrying balances

FASB ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments, including those financial assets and financial liabilities that are not required to be measured and reported at fair value on a recurring or nonrecurring basis. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. Additionally, in accordance with ASU 2016-01, which the Company adopted on January 1, 2018 on a prospective basis, the Company uses the exit price notion, rather than the entry price notion, in calculating the fair values of financial instruments not measured at fair value on a recurring basis.

The following tables reflect the carrying amounts and estimated fair values of the Company’s financial instruments whether or not recognized on the Consolidated Balance Sheets at fair value.

		March 31,				December 31,
		2019				2018
	Level in Fair
	Value	Carrying		Estimated		Carrying		Estimated
	Hierarchy	Value		Fair Value		Value		Fair Value
	(In thousands)
Financial assets
Cash	Level 1	$	15,178	$	15,178	$	12,717	$	12,717
Cash equivalents	Level 2		10,728		10,728		6,826		6,826
Investment securities available for sale	Level 1		4,132		4,132		-		-
Investment securities available for sale	Level 2		37,203		37,203		43,753		43,753
Investment securities available for sale	Level 3		500		500		500		500
Federal Home Loan Bank stock	Level 2		1,354		1,354		1,320		1,320
Loans held for sale	Level 2		5,218		5,218		6,128		6,128
Loans	Level 3		416,051		410,738		412,562		409,939
Impaired loans	Level 3		1,759		1,759		1,869		1,869
Assets held for sale	Level 3		537		537		554		554
Other real estate owned	Level 3		526		526		526		526
Bank owned life insurance	Level 3		7,478		7,478		7,441		7,441
Accrued interest receivable	Level 2		2,729		2,729		2,662		2,662

Financial liabilities
Deposits	Level 2		443,400		443,528		439,047		439,125
FHLB borrowings	Level 2		21,000		21,183		21,000		21,093
Trust preferred securities	Level 2		8,764		9,534		8,764		8,852
Other borrowings	Level 2		5,571		5,571		5,563		5,563
Accrued interest payable	Level 2		241		241		221		221

Note 13 – Segment Reporting

The Company has two reportable segments: traditional commercial banking and mortgage banking. Revenues from commercial banking operations consist primarily of interest earned on loans and securities and fees from deposit services. Mortgage banking operating revenues consist principally of interest earned on mortgage loans held for sale, gains on sales of loans in the secondary mortgage market, and loan origination fee income.

The commercial banking segment provides the mortgage banking segment with the short-term funds needed to originate mortgage loans through a warehouse line of credit and charges the mortgage banking segment interest based on the commercial banking segment’s cost of funds. Additionally, the mortgage banking segment leases premises from the commercial banking segment. These transactions are eliminated in the consolidation process.

The following table presents segment information as of and for the three months ended March 31, 2019 and 2018 (in thousands):

	Commercial		Mortgage						Consolidated
	Banking		Banking			Eliminations			Totals
Three Months Ended March 31, 2019

Revenues
Interest income	$	5,646	$	63		$	-		$	5,709
Gain on sale of loans		-		928			-			928
Other revenues		774		112			(57	)		829
Total revenues		6,420		1,103			(57	)		7,466

Expenses
Interest expense		1,243		-			-			1,243
Salaries and benefits		2,200		736			-			2,936
Commissions		-		239			-			239
Other expenses		1,882		238			(57	)		2,063
Total operating expenses		5,325		1,213			(57	)		6,481

Income before income taxes	$	1,095	$	(110	)	$	-		$	985

Total assets	$	525,782	$	9,892		$	(13,400	)	$	522,274

	Commercial		Mortgage						Consolidated
	Banking		Banking			Eliminations			Totals
Three Months Ended March 31, 2018

Revenues
Interest income	$	4,730	$	47		$	-		$	4,777
Gain on sale of loans		-		1,029			-			1,029
Other revenues		557		116			(47	)		626
Total revenues		5,287		1,192			(47	)		6,432

Expenses
Interest expense		766		-			-			766
Salaries and benefits		2,123		820			-			2,943
Commissions		-		322			-			322
Other expenses		1,697		267			(47	)		1,917
Total operating expenses		4,586		1,409			(47	)		5,948

Income before income taxes	$	701	$	(217	)	$	-		$	484

Total assets	$	492,277	$	9,852		$	(13,310	)	$	488,819

Note 14 – Shareholders’ Equity and Regulatory Matters

Preferred Stock

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, the Company entered into a Letter Agreement and Securities Purchase Agreement—Standard Terms 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. As a result of the Company’s 1 for 16 reverse stock split completed in August 2014, the number of shares underlying the Warrant and the exercise price per share were adjusted to 31,190 and $70.88, respectively. The Warrant was immediately exercisable and expires ten years from the issuance date.

In November 2013, the Company participated in a successful auction of the Company’s preferred stock by the Treasury that resulted in the purchase of the securities by private and institutional investors.

During the first quarter of 2017, the Company received approval from state and federal regulators allowing the Bank to pay a special dividend to the Company for the sole purpose of paying all accrued and unpaid dividends on the preferred stock through February 15, 2017, as well as to redeem 688 shares of the total 5,715 shares outstanding. The accrued and unpaid dividends paid on February 15, 2017 amounted to $2,911,000. The 688 shares were redeemed on February 24, 2017 at a redemption price of $1,000 per share plus accrued dividends from February 15, 2017 to the redemption date.

During the second quarter of 2017, the Company received approval from the state regulators allowing the Bank to pay a special dividend to the Company for the purpose of paying the preferred stock dividend due on May 15, 2017. No other dividends were paid by the Bank to the Company during 2017.

During the first quarter of 2018, the Company used the proceeds from the subordinated note issuance to redeem the remaining 5,027 shares ($5,027,000 aggregate liquidation value) of preferred stock plus accrued dividends of $56,554.

Accumulated Other Comprehensive Loss

The following table presents the cumulative balances of the components of accumulated other comprehensive loss, net of deferred taxes of $113,000 and $199,000 as of March 31, 2019 and December 31, 2018 (in thousands):

	March 31,			December 31,
	2019			2018

Net unrealized losses on securities	$	(373	)	$	(696	)
Net unrecognized losses on defined benefit plan		(51	)		(53	)
Total other comprehensive loss	$	(424	)	$	(749	)

Regulatory Matters

Both the Company and the Bank are required to comply with the capital adequacy standards established by the Board of Governors of the Federal Reserve System (the “Federal Reserve”), in the case of the Company, and the Federal Deposit Insurance Corporation (“FDIC”), in the case of the Bank. The Federal Reserve and the FDIC have adopted rules to implement the Basel III capital framework as outlined by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act (the “Basel III Capital Rules”). The Basel III Capital Rules implement minimum capital ratios and establish risk weightings that are applied to many classes of assets held by community banks, including applying higher risk weightings to certain commercial real estate loans.

The Basel III Capital Rules require banks and bank holding companies to comply with the following minimum capital ratios: (1) a ratio of common equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (effectively resulting in a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 7%); (2) a ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum Tier 1 capital ratio of 8.5%); (3) a ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum total capital ratio of 10.5%); and (4) a leverage ratio of 4%, calculated as the ratio of Tier 1 capital to balance sheet exposures plus certain off-balance sheet exposures (computed as the average for each quarter of the month-end ratios for the quarter). The phase-in of the capital conservation buffer requirement began on January 1, 2016, at 0.625% of risk-weighted assets, increasing by the same amount each year until it was fully implemented at 2.5% on January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking organizations with a ratio of common equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.

The Company meets the eligibility criteria of a small bank holding company in accordance with the Federal Reserve’s Small Bank Holding Company Policy Statement (the “SBHC Policy Statement”). On August 28, 2018, the Federal Reserve issued an interim final rule required by the Economic Growth, Regulatory Relief and Consumer Protection Act of 2018, which was signed into law on May 24, 2018 (the “EGRRCPA”), that expands the applicability of the SBHC Policy Statement to bank holding companies with total consolidated assets of less than $3 billion (up from the prior $1 billion threshold). Under the SBHC Policy Statement, qualifying bank holding companies, such as the Company, have additional flexibility in the amount of debt they can issue and are also exempt from the Basel III Capital Rules. The SBHC Policy Statement does not apply to the Bank and the Bank must comply with the Basel III Capital Rules. As of March 31, 2019, the Bank exceeded the minimum ratios under the Basel III Capital Rules.

The Bank must also comply with the capital requirements set forth in the “prompt corrective action” regulations pursuant to Section 38 of the Federal Deposit Insurance Act of 1950. To be well capitalized under these regulations, a bank must have the following minimum capital ratios: (1) a common equity Tier 1 capital ratio of at least 6.5%; (2) a Tier 1 risk-based capital ratio of at least 8.0%; (3) a total risk-based capital ratio of at least 10.0%; and (4) a leverage ratio of at least 5.0%. As of March 31, 2019, the Bank exceeded the minimum ratios to be classified as well capitalized.

On November 21, 2018, the federal bank regulators jointly issued a proposed rule required by the EGRRCPA that would permit qualifying banks and bank holding companies that have less than $10 billion of assets, like the Company and the Bank, to elect to be subject to a 9% leverage ratio that would be applied using less complex leverage calculations (commonly referred to as the community bank leverage ratio or “CBLR”). Under the proposed rule, banks and bank holding companies that opt into the CBLR framework and maintain a CBLR of greater than 9% would not be subject to other risk-based and leverage capital requirements under the Basel III Capital Rules and would be deemed to have met the well capitalized ratio requirements under the “prompt corrective action” framework. The rule is in proposed form so the content and scope of the final rule, and its impact on the Company and the Bank (if any), cannot be determined.

The capital amounts and ratios at March 31, 2019 and December 31, 2018 for the Bank are presented in the table below (dollars in thousands):

						For Capital
	Actual					Adequacy Purposes					To be Well Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio

March 31, 2019
Total capital (to risk-weighted assets) Village Bank	$	51,152		12.63	%	$	32,413		8.00	%	$	40,516		10.00	%

Tier 1 capital (to risk-weighted assets) Village Bank		48,125		11.88	%		24,310		6.00	%		32,413		8.00	%

Leverage ratio (Tier 1 capital to average assets) Village Bank		48,125		9.46	%		20,352		4.00	%		25,440		5.00	%

Common equity tier 1 (to risk-weighted assets) Village Bank		48,125		11.88	%		18,232		4.50	%		26,335		6.50	%

December 31, 2018
Total capital (to risk-weighted assets) Village Bank	$	49,926		12.46	%	$	32,051		8.00	%	$	40,064		10.00	%

Tier 1 capital (to risk-weighted assets) Village Bank		46,875		11.70	%		24,038		6.00	%		32,051		8.00	%

Leverage ratio (Tier 1 capital to average assets) Village Bank		46,875		9.15	%		20,502		4.00	%		25,628		5.00	%

Common equity tier 1 (to risk-weighted assets) Village Bank		46,875		11.70	%		18,029		4.50	%		26,042		6.50	%

Note 15 – 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.

At March 31, 2019 and December 31, 2018, the Company had outstanding the following approximate off-balance-sheet financial instruments whose contract amounts represent credit risk (in thousands):

	March 31,		December 31,
	2019		2018

Undisbursed credit lines	$	65,203	$	66,057
Commitments to extend or originate credit		20,543		12,738
Standby letters of credit		4,051		3,999

Total commitments to extend credit	$	89,797	$	82,794

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.

Standby letters of credit are written conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

Concentrations of credit risk – Generally, 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.

Note 16 – Recent accounting pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendments in this ASU are effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. While the Company is currently evaluating the provisions of ASU No. 2016-13 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements, it has taken steps to prepare for the implementation when it becomes effective, such as forming an internal task force, gathering pertinent data, consulting with outside professionals, and evaluating its current IT systems. This guidance may result in material changes in the Company's accounting for credit losses on financial instruments.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty. Certain disclosure requirements in Topic 820 are also removed or modified. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Certain of the amendments are to be applied prospectively while others are to be applied retrospectively. Early adoption is permitted. The Company does not expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.” These amendments modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Certain disclosure requirements have been deleted while the following disclosure requirements have been added: the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The amendments also clarify the disclosure requirements in paragraph 715-20-50-3, which state that the following information for defined benefit pension plans should be disclosed: The projected benefit obligation (“PBO”) and fair value of plan assets for plans with PBOs in excess of plan assets and the accumulated benefit obligation (“ABO”) and fair value of plan assets for plans with ABOs in excess of plan assets. The amendments are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company does not expect the adoption of ASU 2018-14 to have a material impact on its consolidated financial statements.

Item 2 - Management’s Discussion and Analysis OF Financial condition and results of operations

Caution about forward-looking statements

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

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

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

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;

the effects of future economic, business and market conditions;

legislative and regulatory changes, including the Dodd-Frank 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;

our inability to maintain our regulatory capital position;

the Company’s computer systems and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions despite security measures implemented by the Company;

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;

changes in operations of the mortgage company as a result of the activity in the residential real estate market;

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;

governmental monetary and fiscal policies;

changes in accounting policies, rules and practices;

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.

Results of operations

The following presents management’s discussion and analysis of the financial condition of the Company at March 31, 2019 and December 31, 2018 and the results of operations for the Company for the three months ended March 31, 2019 and 2018. This discussion should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly Report.

Summary

For the three months ended March 31, 2019, the Company had net income and net income available to common shareholders of $809,000, or $0.56 per fully diluted share, compared to net income of $412,000 and net income available to common shareholders of $299,000, or $0.21 per fully diluted share, for the same period in 2018.

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 shareholders’ 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.

	For the Three Months Ended March 31,
	2019			2018			Change
	(dollars in thousands)

Average interest-earning assets	$	472,426		$	434,701		$	37,725
Interest income	$	5,709		$	4,777		$	932
Yield on interest-earning assets		4.90	%		4.46	%		0.44	%
Average interest-bearing liabilities	$	352,430		$	328,871		$	23,559
Interest expense	$	1,243		$	766		$	477
Cost of interest-bearing liabilities		1.43	%		0.94	%		0.49	%
Net interest income	$	4,466		$	4,011		$	455
Net interest margin		3.83	%		3.74	%		0.09	%

The increase in net interest income of $455,000 in the first quarter of 2019 was a result of positive movements in interest income. Interest income increased by $932,000 with interest income on loans held for investment increasing by $861,000 and interest income on investment securities increasing by $30,000.

The increase in interest income on loans held for investment was attributable to an increase in average loans outstanding of $40,274,000 and an increase in the yield of 38 basis points. Interest expense increased by $477,000 because of an increase in average interest bearing liabilities of $23,559,000 and an increase in the cost of interest bearing liabilities of 49 basis points.

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 (dollars in thousands). The average balances used in these tables and other statistical data were calculated using daily average balances. We had no tax exempt interest-earning assets for the periods presented.

Average Balance Sheets, Income and Expense, Yields and Rates

	Three Months Ended March 31, 2019								Three Months Ended March 31, 2018
				Interest		Annualized						Interest		Annualized
	Average			Income/		Yield			Average			Income/		Yield
	Balance			Expense		Rate			Balance			Expense		Rate

Loans net of deferred fees	$	415,404		$	5,302		5.18	%	$	375,130		$	4,441		4.80	%
Loans held for sale		5,305			63		4.82	%		4,255			47		4.48	%
Investment securities		44,152			293		2.69	%		49,054			263		2.17	%
Federal funds and other		7,565			51		2.73	%		6,262			26		1.68	%
Total interest earning assets		472,426			5,709		4.90	%		434,701			4,777		4.46	%

Allowance for loan losses and deferred fees		(3,048	)							(3,214	)
Cash and due from banks		8,944								10,815
Premises and equipment, net		12,432								12,985
Other assets		21,559								21,166
Total assets	$	512,313							$	476,453

Interest bearing deposits
Interest checking	$	47,531		$	20		0.17	%	$	47,418		$	21		0.18	%
Money market		89,053			138		0.63	%		83,496			83		0.40	%
Savings		24,174			10		0.17	%		23,698			10		0.17	%
Certificates		157,699			714		1.84	%		152,570			517		1.37	%
Total		318,457			882		1.12	%		307,182			631		0.83	%
Borrowings		33,973			361		4.31	%		21,689			135		2.52	%
Total interest bearing liabilities		352,430			1,243		1.43	%		328,871			766		0.94	%
Noninterest bearing deposits		115,491								105,075
Other liabilities		6,643								3,138
Total liabilities		474,564								437,084
Equity capital		37,749								39,369
Total liabilities and capital	$	512,313							$	476,453

Net interest income				$	4,466							$	4,011

Interest spread - average yield on interest earning assets, less average rate on interest bearing liabilities							3.47	%							3.52	%

Annualized net interest margin (net interest income expressed as percentage of average earning assets)							3.83	%							3.74	%

Provision for (recovery of) loan losses

The amount of the allowance for loan losses is determined by an evaluation of the level of loans outstanding, the level of non-performing loans, historical loan loss experience, delinquency trends, underlying collateral values, the amount of actual losses charged to the reserve in a given period and assessment of present and anticipated economic conditions.

The level of the allowance reflects changes in the size of the portfolio or in any of its components as well as management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

The Company did not record a provision for loan losses for the three months ended March 31, 2019 and 2018 because of minimal net charge-offs and stable asset quality.

The provision for (recovery of) loan losses by category is presented following (in thousands):

											For the Year Ended
	Three Months Ended March 31,										December 31,
	2019					2018					2018
	Provision			Loans		Provision			Loans		Provision			Loans
	(Recovery)			Outstanding		(Recovery)			Outstanding		(Recovery)			Outstanding

Construction and land development	$	(45	)	$	36,383	$	17		$	33,284	$	58		$	41,608
Commercial real estate		57			213,504		(144	)		176,901		30			206,969
Consumer real estate		-			88,300		113			90,358		(52	)		87,641
Commercial and industrial		48			40,241		44			41,315		(50	)		36,639
Guaranteed student loans		33			37,396		31			43,896		118			39,315
Consumer		(3	)		1,986		15			1,973		32			2,258
Unallocated		(90	)		-		(76	)		-		(136	)		-

	$	-		$	417,810	$	-		$	387,727	$	-		$	414,430

For more financial data and other information about the Allowance for loan losses refer to section, “Balance Sheet Analysis “ under Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and Note 5 “Loans and allowance for loan losses” in the “Notes to Consolidated Financial Statements” contained in Item 1 of this Form 10-Q.

Noninterest income

Noninterest income includes service charges and fees on deposit accounts, fee income related to loan origination, mortgage banking income, net, and gains and losses on securities available for sale. The most significant noninterest income item has been mortgage banking income, net, representing 52% and 61% for the three month periods ended March 31, 2019 and 2018, respectively.

	For the Three Months Ended
	March 31,				Change
	2019		2018		$			%
	(dollars in thousands)

Service charges and fees	$	458	$	457	$	1			0.2	%
Mortgage banking income, net		787		817		(30	)		(3.7	)%
Gain (loss) on sale of investment securities		101		-		101			100.0	%
Other		172		59		113			191.5	%
Total noninterest income	$	1,518	$	1,333	$	185			13.9	%

The Company sold approximately $6.5 million in investment securities resulting in a gain of $101,000 during the three months ended March 31, 2019.

The increase in other income is because the Company executed its first sale of a Small Business Administration loan guaranteed strip producing a gain on sale of $92,000.

Noninterest expense

	For the Three Months Ended
	March 31,					Change
	2019		2018			$			%
	(dollars in thousands)

Salaries and benefits	$	2,936	$	2,943		$	(7	)		(0.2	)%
Occupancy		349		330			19			5.8	%
Equipment		226		215			11			5.1	%
Supplies		41		57			(16	)		(28.1	)%
Professional and outside services		809		720			89			12.4	%
Advertising and marketing		58		79			(21	)		(26.6	)%
Foreclosed assets, net		1		(69	)		70			(101.4	)%
FDIC insurance premium		90		77			13			16.9	%
Other operating expense		489		508			(19	)		(3.7	)%
Total noninterest expense	$	4,999	$	4,860		$	139			2.9	%

The increase in professional and outside services is a result of additional fees paid to our prior external auditors as well as increased consultant fees.

The change in expense related to foreclosed real estate was due to the recognition of a gain sale of $78,000 during the first quarter of 2018. There were no sales of other real estate owned during the first quarter of 2019.

Income taxes

On December 22, 2017, the President signed into law the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”). The Tax Reform Act includes a number of changes in existing tax law impacting businesses. One of the most significant changes is a permanent reduction in the corporate income tax rate from 35% to 21%. The rate reduction took effect on January 1, 2018.

The Company’s effective tax rate, income tax as a percent of pre-tax income, may vary significantly from the statutory rate due to permanent difference and available tax credits. Income tax expense for the first quarter of 2019 was $176,000 resulting in an effective tax rate of 17.9%, compared to $72,000, or 14.9% for the first quarter of 2018.

Balance Sheet Analysis

Investment securities

At March 31, 2019 and December 31, 2018, all of our investment securities were classified as available for sale.

For more financial data and other information about investment securities refer to Note 4 “Investment Securities Available for Sale” in the “Notes to Consolidated Financial Statements” contained in Item 1 of this From 10-Q.

Loans

One of management’s objectives is to improve 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, loan type and loan size diversification in order to minimize credit concentration risk. Management also focuses on originating loans in markets with which the Company is familiar. Additionally, as a significant amount of the loan losses we have experienced in the past is attributable to construction and land development loans, our strategy has shifted from reducing this type of lending to closely managing the quality and concentration in these loan types.

Approximately 81% of all loans are secured by mortgages on real property located principally in the Commonwealth of Virginia. We are much less reliant on real estate secured lending than was the case in 2012 when 90% of our loan portfolio consisted of this type of lending. Approximately 9% of the loan portfolio consists of rehabilitated student loans purchased by the Bank in 2017, 2016, 2015 and 2014 (see discussion following). The Company’s commercial and industrial loan portfolio represents approximately 10% of all loans. Loans in this category are typically made to individuals, and 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 less than 1% of the total.

Loans classified by type as of March 31, 2019 and December 31, 2018 are as follows (dollars in thousands):

	March 31, 2019						December 31, 2018
	Amount			%			Amount			%
Construction and land development
Residential	$	7,840			1.88	%	$	7,704			1.86	%
Commercial		28,543			6.83	%		33,904			8.18	%
		36,383			8.71	%		41,608			10.04	%
Commercial real estate
Owner occupied		101,926			24.39	%		98,153			23.68	%
Non-owner occupied		97,672			23.38	%		95,034			22.93	%
Multifamily		13,728			3.29	%		13,597			3.28	%
Farmland		178			0.04	%		185			0.04	%
		213,504			51.10	%		206,969			49.93	%
Consumer real estate
Home equity lines		20,004			4.79	%		20,675			4.99	%
Secured by 1-4 family residential,
First deed of trust		58,579			14.02	%		57,410			13.85	%
Second deed of trust		9,717			2.32	%		9,556			2.31	%
		88,300			21.13	%		87,641			21.15	%
Commercial and industrial loans (except those secured by real estate)		40,241			9.63	%		36,639			8.84	%
Guaranteed student loans		37,396			8.95	%		39,315			9.49	%
Consumer and other		1,986			0.48	%		2,258			0.55	%

Total loans		417,810			100.0	%		414,430			100.0	%
Deferred fees and costs, net		737						713
Less: allowance for loan losses		(3,027	)					(3,051	)

	$	415,520					$	412,092

For more financial data and other information about loans refer to Note 5 “Loans and allowance for loan losses” in the “Notes to Consolidated Financial Statements” contained in Item 1 of this Form 10-Q.

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. For more financial data and other information about loans refer to Note 5 “Loans and allowance for loan losses” in the “Notes to Consolidated Financial Statements” contained in Item 1 of this Form 10-Q.

Asset quality

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

	March 31,			December 31,			March 31,
	2019			2018			2018

Nonaccrual loans	$	2,113		$	2,259		$	2,101
Foreclosed properties		526			526			1,017
Total nonperforming assets	$	2,639		$	2,785		$	3,118

Restructured loans (not included in nonaccrual loans above)	$	8,587		$	8,673		$	10,049

Loans past due 90 days and still accruing *⁽¹⁾*	$	4,164		$	5,573		$	7,226

Nonperforming assets to loans *⁽²⁾*		0.63	%		0.67	%		0.80	%

Nonperforming assets to total assets		0.51	%		0.54	%		0.64	%

Allowance for loan losses to nonaccrual loans		143.27	%		135.04	%		159.11	%

(1) All loans 90 days past due and still accruing are rehabilitated student loans which have a 98% guarantee by the DOE.

(2) Loans are net of unearned income and deferred cost.

The following table presents an analysis of the changes in nonperforming assets for the three months ended March 31, 2019 (in thousands):

	Nonaccrual			Foreclosed
	Loans			Properties		Total

Balance December 31, 2018	$	2,259		$	526	$	2,785
Additions		2			-		2
Loans placed back on accrual		-			-		-
Transfers to OREO		-			-		-
Repayments		(90	)		-		(90	)
Charge-offs		(58	)		-		(58	)
Sales		-			-		-

Balance March 31, 2019	$	2,113		$	526	$	2,639

Nonperforming restructured loans are included in nonaccrual loans. 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 on 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 $2,113,000 at March 31, 2019 that were considered impaired, one loan totaling $8,000 had specific allowances for loan losses totaling $8,000. This compares to $2,259,000 in nonaccrual loans at December 31, 2018 of which three loans totaling $17,000 had specific allowances for loan losses of $17,000.

Cumulative interest income that would have been recorded had nonaccrual loans been performing would have been approximately $202,000 and $165,000 for the three months ended March 31, 2019 and 2018, respectively.

Deposits

Deposits as of March 31, 2019 and December 31, 2018 were as follows (dollars in thousands):

	March 31, 2019					December 31, 2018
	Amount		%			Amount		%

Checking accounts
Noninterest bearing demand		122,923		27.7	%	$	119,317		27.2	%
Interest bearing		48,223		10.9	%		49,188		11.2	%
Money market accounts		91,585		20.7	%		86,295		19.7	%
Savings accounts		27,727		6.3	%		28,694		6.5	%
Time deposits of $250,000 and over		25,048		5.6	%		24,160		5.5	%
Other time deposits		127,894		28.8	%		131,393		29.9	%

Total	$	443,400		100.0	%	$	439,047		100.0	%

Total deposits increased by $4,353,000, or 1.0%, from $439,047,000 at December 31, 2018 to $443,400,000 at March 31, 2019, as compared to an increase of $9,874,000, or 2.4%, during the first three months of 2018. Checking and savings accounts increased by $1,674,000, money market accounts increased by $5,290,000 and time deposits decreased by $2,611,000. The cost of our interest-bearing deposits increased to 1.12% for the first three months of 2019 compared to 0.83% for the first three months of 2018.

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 to address funding or liability duration needs. For more financial data and other information about borrowings refer to Note 7 “Borrowings” in the “Notes to Consolidated Financial Statements” contained in Item 1 of this Form 10-Q.

Capital resources

Shareholders’ equity at March 31, 2019 was $38,313,000 compared to $37,133,000 at December 31, 2018. The $1.2 million increase in shareholders’ equity during the quarter is primarily due to net income of $809,000.

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

	March 31,			December 31,
	2019			2018

Tier 1 capital
Total bank equity capital	$	49,645		$	48,272
Net unrealized loss on available-for-sale securities		373			696
Defined benefit postretirement plan		51			53
Dissallowed deferred tax asset		(1,944	)		(2,146	)
Total Tier 1 capital		48,125			46,875

Tier 2 capital
Allowance for loan losses		3,027			3,051
Total Tier 2 capital		3,027			3,051

Total risk-based capital		51,152			49,926

Risk-weighted assets	$	405,160		$	400,639

Average assets	$	508,804		$	512,558

Capital ratios
Leverage ratio (Tier 1 capital to average assets)		9.46	%		9.15	%
Common equity tier 1 capital ratio (CET 1)		11.88	%		11.70	%
Tier 1 capital to risk-weighted assets		11.88	%		11.70	%
Total capital to risk-weighted assets		12.63	%		12.46	%
Equity to total assets		9.55	%		9.42	%

For more financial data and other information about capital resources, refer to Note 14 “Shareholders’ Equity and Regulatory Matters” in the “Notes to Consolidated Financial Statements” contained in Item 1 of this Form 10-Q.

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 March 31, 2019, our liquid assets, consisting of cash, cash equivalents and investment securities available for sale totaled $67,741,000, or 13% 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 $8,065,000 of these securities are pledged against current and potential fundings.

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 $15 million for which there were no borrowings against the lines at March 31, 2019 and December 31, 2018.

We are also a member of the Federal Home Loan Bank of Atlanta (“FHLB”), from which applications for borrowings can be made. The FHLB requires that securities, qualifying mortgage loans, and stock of the FHLB owned by the Bank be pledged to secure any advances from the FHLB. The unused borrowing capacity currently available from the FHLB at March 31, 2019 was $16.5 million, based on the Bank's qualifying collateral available to secure any future borrowings. However, we are able to pledge additional collateral to the FHLB in order to increase our available borrowing capacity up to 25% of assets. Liquidity provides us with the ability to meet normal deposit withdrawals, while also providing for the credit needs of customers. We are committed to maintaining liquidity at a level sufficient to protect depositors, provide for reasonable growth, and fully comply with all regulatory requirements.

At March 31, 2019, we had commitments to originate $89,797,000 of loans. Fixed commitments to incur capital expenditures were approximately $100,000 at March 31, 2019. Certificates of deposit scheduled to mature in the 12-month period ending March 31, 2020 totaled $67,091,000. 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.

Impact of inflation and changing prices

The Company’s financial statements included herein have been prepared in accordance with GAAP, 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.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4 – CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of March 31, 2019. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2019 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.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

In the course of its operations, the Company may become a party to legal proceedings. There are no material pending legal proceedings to which the Company is party or of which the property of the Company is subject.

ITEM 1A – RISK FACTORS

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 29, 2019.

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

Not applicable.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 – MINE SAFETY DISCLOSURES

None.

ITEM 5 – OTHER INFORMATION

Not applicable.

ITEM 6 – EXHIBITS

31.1	Certification of Chief Executive Officer

31.2	Certification of Chief Financial Officer

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

101	The following materials from the Village Bank and Trust Financial Corp. Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.

SIGNATURES

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

VILLAGE BANK AND TRUST FINANCIAL CORP.

Date:	May 13, 2019	By:	/s/ William G. Foster, Jr.
		William G. Foster, Jr.
		President and Chief Executive Officer

Date:	May 13, 2019	By:	/s/ Donald M. Kaloski, Jr.
		Donald M. Kaloski, Jr.
		Executive Vice President and Chief Financial Officer

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