NEW PEOPLES BANKSHARES INC - Quarter Report: 2013 September (Form 10-Q)

NEW PEOPLES BANKSHARES INC - Quarter Report: 2013 September (Form 10-Q)

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Form 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 September 30, 2013

¨	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: 000-33411

NEW PEOPLES BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia

31-1804543

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

67 Commerce Drive

Honaker, Virginia

24260

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code) (276) 873-7000

n/a

(Former name, former address and former fiscal year, if changed since last report)

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

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

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

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

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


Class		Outstanding at November 12, 2013
Common Stock, $2.00 par value		21,872,293

NEW PEOPLES BANKSHARES, INC.

INDEX


		Page

PART I	FINANCIAL INFORMATION		2

Item 1.	Financial Statements		2

	Consolidated Statements of Income (Loss) – Nine Months Ended September 30, 2013 and 2012 (Unaudited)		2

	Consolidated Statements of Income (Loss) – Three Months Ended September 30, 2013 and 2012 (Unaudited)		3

	Consolidated Statements of Comprehensive Income (Loss) – Three and Nine Months Ended September 30, 2013 and 2012 (Unaudited)		4

	Consolidated Balance Sheets – September 30, 2013 (Unaudited) and December 31, 2012		5

	Consolidated Statements of Changes in Stockholders’ Equity – Nine Months Ended September 30, 2013 and 2012 (Unaudited)		6

	Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2013 and 2012 (Unaudited)		7

	Notes to Consolidated Financial Statements		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		33

Item 4.	Controls and Procedures		33

PART II	OTHER INFORMATION		34

Item 1.	Legal Proceedings		34

Item 1A.	Risk Factors		34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		34

Item 3.	Defaults upon Senior Securities		34

Item 4.	Mine Safety Disclosures		34

Item 5.	Other Information		34

Item 6.	Exhibits		34

SIGNATURES			35

Part I

Financial Information

Item 1

Financial Statements

NEW PEOPLES BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)


	2013			2012
INTEREST AND DIVIDEND INCOME
Loans including fees	$	21,757		$	24,784
Federal funds sold		2			2
Interest-earning deposits with banks		146			131
Investments		612			653
Dividends on equity securities (restricted)		94			83

Total Interest and Dividend Income		22,611			25,653


INTEREST EXPENSE
Deposits
Demand		69			81
Savings		161			177
Time deposits below $100,000		1,676			2,364
Time deposits above $100,000		1,184			1,589
FHLB Advances		186			403
Other borrowings		—			128
Trust Preferred Securities		349			370

Total Interest Expense		3,625			5,112


NET INTEREST INCOME		18,986			20,541

PROVISION FOR LOAN LOSSES		550			4,093


NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES		18,436			16,448


NONINTEREST INCOME
Service charges		1,684			1,834
Fees, commissions and other income		2,085			1,742
Insurance and investment fees		253			260
Net realized gains on sale of investment securities		99			385
Life insurance investment income		92			235

Total Noninterest Income		4,213			4,456


NONINTEREST EXPENSES
Salaries and employee benefits		9,991			10,496
Occupancy and equipment expense		3,148			3,231
Advertising and public relations		273			325
Data processing and telecommunications		1,323			1,323
FDIC insurance premiums		1,141			1,244
Other real estate owned and repossessed vehicles, net		1,390			4,387
Other operating expenses		3,853			4,071

Total Noninterest Expenses		21,119			25,077


INCOME (LOSS) BEFORE INCOME TAXES		1,530			(4,173	)

INCOME TAX EXPENSE (BENEFIT)		(9	)		2,363


NET INCOME (LOSS)	$	1,539		$	(6,536	)


Income (Loss) Per Share
Basic	$	0.07		$	(0.64	)

Fully Diluted	$	0.07		$	(0.64	)


Average Weighted Shares of Common Stock
Basic		21,870,240			10,177,237

Fully Diluted		21,870,240			10,177,237

The accompanying notes are an integral part of this statement.

NEW PEOPLES BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)


	2013		2012
INTEREST AND DIVIDEND INCOME
Loans including fees	$	7,134	$	7,989
Federal funds sold		1		1
Interest-earning deposits with banks		43		36
Investments		220		212
Dividends on equity securities (restricted)		30		28

Total Interest and Dividend Income		7,428		8,266


INTEREST EXPENSE
Deposits
Demand		20		27
Savings		45		57
Time deposits below $100,000		538		707
Time deposits above $100,000		381		477
FHLB Advances		60		72
Other borrowings		—		40
Trust Preferred Securities		119		123

Total Interest Expense		1,163		1,503


NET INTEREST INCOME		6,265		6,763

PROVISION FOR LOAN LOSSES		—		967


NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES		6,265		5,796


NONINTEREST INCOME
Service charges		586		635
Fees, commissions and other income		778		554
Insurance and investment fees		79		28
Net realized gains on sale of investment securities		—		48
Life insurance investment income		24		90

Total Noninterest Income		1,467		1,355


NONINTEREST EXPENSES
Salaries and employee benefits		3,334		3,389
Occupancy and equipment expense		1,040		1,047
Advertising and public relations		76		114
Data processing and telecommunications		447		434
FDIC insurance premiums		386		399
Other real estate owned and repossessed vehicles, net		758		1,140
Other operating expenses		1,238		1,315

Total Noninterest Expenses		7,279		7,838


INCOME (LOSS) BEFORE INCOME TAXES		453		(687	)

INCOME TAX EXPENSE		6		776


NET INCOME (LOSS)	$	447	$	(1,463	)


Income (Loss) Per Share
Basic	$	0.02	$	(0.14	)

Fully Diluted	$	0.02	$	(0.14	)


Average Weighted Shares of Common Stock
Basic		21,871,170		10,507,724

Fully Diluted		21,871,170		10,507,724

The accompanying notes are an integral part of this statement.

NEW PEOPLES BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(IN THOUSANDS)

(UNAUDITED)


	For the three months ended September 30,						For the Nine months ended September 30,
	2013			2012			2013			2012

NET INCOME (LOSS)	$	447		$	(1,463	)	$	1,539		$	(6,536	)

Other comprehensive income (loss):
Investment Securities Activity
Unrealized gains (losses) arising during the period		(935	)		261			(1,791	)		475
Tax related to unrealized gains (losses)		317			(89	)		609			(162	)
Reclassification of realized gains during the period		—			(48	)		(99	)		(385	)
Tax related to realized gains		—			17			33			131

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)		(618	)		141			(1,248	)		59

TOTAL COMPREHENSIVE INCOME (LOSS)	$	(171	)	$	(1,322	)	$	291		$	(6,477	)

The accompanying notes are an integral part of this statement.

NEW PEOPLES BANKSHARES, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS EXCEPT PER SHARE AND SHARE DATA)


	September 30, 2013			December 31, 2012
	(Unaudited)			(Audited)
ASSETS

Cash and due from banks	$	21,030		$	17,517
Interest-bearing deposits with banks		42,535			76,590
Federal funds sold		3			2

Total Cash and Cash Equivalents		63,568			94,109

Investment securities
Available-for-sale		71,194			49,615

Loans receivable		500,974			522,363
Allowance for loan losses		(14,207	)		(16,810	)

Net Loans		486,767			505,553

Bank premises and equipment, net		30,200			31,190
Equity securities (restricted)		2,704			2,803
Other real estate owned		14,109			13,869
Accrued interest receivable		2,221			2,374
Life insurance investments		12,121			11,964
Intangible assets		17			53
Deferred taxes		5,329			4,686
Other assets		2,587			2,799


Total Assets	$	690,817		$	719,015


LIABILITIES

Deposits:
Demand deposits:
Noninterest bearing	$	100,486		$	98,432
Interest-bearing		69,834			68,665
Savings deposits		100,893			113,280
Time deposits		352,967			372,473

Total Deposits		624,180			652,850

Federal Home Loan Bank advances		5,658			6,558
Accrued interest payable		2,178			1,880
Accrued expenses and other liabilities		2,171			1,365
Trust preferred securities		16,496			16,496


Total Liabilities		650,683			679,149


Commitments and contingencies

STOCKHOLDERS’ EQUITY

Common stock – $2.00 par value; 50,000,000 shares authorized; 21,872,293 and 21,865,535 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively		43,745			43,731
Common stock warrants		2,050			2,056
Additional paid-in-capital		13,050			13,081
Retained earnings (deficit)		(17,870	)		(19,409	)
Accumulated other comprehensive income (loss)		(841	)		407


Total Stockholders’ Equity		40,134			39,866


Total Liabilities and Stockholders’ Equity	$	690,817		$	719,015

The accompanying notes are an integral part of this statement.

NEW PEOPLES BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(IN THOUSANDS INCLUDING SHARE DATA)

(UNAUDITED)


	Shares of Common Stock		Common Stock		Common Stock Warrants			Additional Paid-in- Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity

Balance, December 31, 2011		10,010	$	20,020	$	—		$	21,689		$	(13,085	)	$	249		$	28,873
Net loss												(6,536	)					(6,536	)

Conversion of Director Notes plus accrued interest		3,815		7,629		663			(2,570	)								5,722

Other comprehensive gain, net of tax															59			59

Balance, September 30, 2012		13,825	$	27,649	$	663		$	19,119		$	(19,621	)	$	308		$	28,118


Balance, December 31, 2012		21,866	$	43,731	$	2,056		$	13,081		$	(19,409	)	$	407		$	39,866
Net income												1,539						1,539

Exercise of Common Stock Warrants		6		14		(6	)		6									14

Stock offering costs									(37	)								(37	)

Other comprehensive loss, net of tax															(1,248	)		(1,248	)

Balance, September 30, 2013		21,872	$	43,745	$	2,050		$	13,050		$	(17,870	)	$	(841	)	$	40,134

The accompanying notes are an integral part of this statement.

NEW PEOPLES BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(IN THOUSANDS)

(UNAUDITED)


	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	1,539		$	(6,536	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		1,769			1,899
Provision for loan losses		550			4,093
Income (less expenses) on life insurance		(157	)		(539	)
Gain on sale of securities available-for-sale		(99	)		(385	)
(Gain) loss on sale of premises and equipment		23			(5	)
Loss on sale of foreclosed real estate		356			383
Adjustment of carrying value of foreclosed real estate		149			2,983
Accretion of bond premiums/discounts		692			397
Deferred tax expense		—			2,401
Amortization of core deposit intangible		36			56
Net change in:
Interest receivable		153			551
Other assets		212			(465	)
Accrued interest payable		298			269
Accrued expenses and other liabilities		806			264

Net Cash Provided by Operating Activities		6,327			5,366


CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in loans		13,115			47,066
Purchase of securities available-for-sale		(36,894	)		(33,203	)
Proceeds from sale and maturities of securities available-for-sale		12,831			17,155
Sale of Federal Home Loan Bank stock		309			755
Purchase of Federal Reserve Bank stock		(210	)		—
Payments for the purchase of premises and equipment		(1,191	)		(1,065	)
Proceeds from sales of premises and equipment		389			22
Proceeds from sales of other real estate owned		4,376			7,231

Net Cash Provided by (Used in) Investing Activities		(7,275	)		37,961


CASH FLOWS FROM FINANCING ACTIVITIES
Exercise of common stock warrants		14			—
Stock offering costs		(37	)		—
Repayments to Federal Home Loan Bank		(900	)		(11,125	)
Net change in:
Demand deposits		3,223			2,230
Savings deposits		(12,387	)		790
Time deposits		(19,506	)		(58,118	)

Net Cash Used in Financing Activities		(29,593	)		(66,223	)


Net decrease in cash and cash equivalents		(30,541	)		(22,896	)
Cash and Cash Equivalents, Beginning of Period		94,109			90,553

Cash and Cash Equivalents, End of Period	$	63,568		$	67,657


Supplemental Disclosure of Cash Paid During the Period for:
Interest	$	3,327		$	5,115
Taxes	$	—		$	—

Supplemental Disclosure of Non Cash Transactions:
Other real estate acquired in settlement of foreclosed loans	$	5,366		$	6,873
Loans made to finance sale of foreclosed real estate	$	245		$	—
Conversion of Director Notes in other borrowings to common stock	$	—		$	5,450
Conversion of accrued interest payable on Director Notes to common stock	$	—		$	272
Common stock issued as a result of the conversion of Director Notes	$	—		$	5,722

The accompanying notes are an integral part of this statement.

NEW PEOPLES BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1

NATURE OF OPERATIONS:

New Peoples Bankshares, Inc. (“The Company”) is a bank holding company whose principal activity is the ownership and management of a community bank. New Peoples Bank, Inc. (“Bank”) was organized and incorporated under the laws of the Commonwealth of Virginia on December 9, 1997. The Bank commenced operations on October 28, 1998, after receiving regulatory approval. As a state chartered member bank, the Bank is subject to regulation by the Virginia Bureau of Financial Institutions, the Federal Deposit Insurance Corporation and the Federal Reserve Bank. The Bank provides general banking services to individuals, small and medium size businesses and the professional community of southwestern Virginia, southern West Virginia, and eastern Tennessee. On June 9, 2003, the Company formed two wholly owned subsidiaries, NPB Financial Services, Inc. and NPB Web Services, Inc. On July 7, 2004 the Company established NPB Capital Trust I for the purpose of issuing trust preferred securities. On September 27, 2006, the Company established NPB Capital Trust 2 for the purpose of issuing additional trust preferred securities. NPB Financial Services, Inc. was a subsidiary of the Company until January 1, 2009 when it became a subsidiary of the Bank. In June 2012 the name of NPB Financial Services, Inc. was changed to NPB Insurance Services, Inc. which operates solely as an insurance agency.

NOTE 2

ACCOUNTING PRINCIPLES:

The financial statements conform to U. S. generally accepted accounting principles and to general industry practices. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position at September 30, 2013, and the results of operations for the three and nine month periods ended September 30, 2013 and 2012. The notes included herein should be read in conjunction with the notes to financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The results of operations for the three and nine month periods ended September 30, 2013 and 2012 are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The determination of the adequacy of the allowance for loan losses and the determination of the deferred tax asset and valuation allowance are based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions.

NOTE 3

FORMAL WRITTEN AGREEMENT:

Effective July 29, 2010, the Company and the Bank entered into a written agreement with the Federal Reserve Bank of Richmond (“Reserve Bank”) and the Virginia State Corporation Commission Bureau of Financial Institutions (the “Bureau”) called (the “Written Agreement”). At September 30, 2013, we believe we have not yet achieved full compliance with the Written Agreement but we have made progress in our compliance efforts under the Written Agreement and all of the written plans required to date, as discussed in the following paragraphs, have been submitted on a timely basis.

Under the terms of the Written Agreement, the Bank has agreed to develop and submit for approval within specified time periods written plans to: (a) strengthen board oversight of management and the Bank’s operation; (b) if appropriate after review, to strengthen the Bank’s management and board governance; (c) strengthen credit risk management policies; (d) enhance lending and credit administration; (e) enhance the Bank’s management of commercial real estate concentrations; (f) conduct ongoing review and grading of the Bank’s loan portfolio; (g) improve the Bank’s position with respect to loans, relationships, or other assets in excess of $1 million which are now or in the future become past due more than 90 days, which are on the Bank’s problem loan list, or which are adversely classified in any report of examination of the Bank; (h) review and revise, as appropriate, current policy and maintain sound processes for maintaining an adequate allowance for loan and lease losses; (i) enhance management of the Bank’s liquidity position and funds management practices; (j) revise its contingency funding plan; (k) revise its strategic plan; and (l) enhance the Bank’s anti-money laundering and related activities.

In addition, the Bank has agreed that it will: (a) not extend, renew, or restructure any credit that has been criticized by the Reserve Bank or the Bureau absent prior board of directors approval in accordance with the restrictions in the Written Agreement; (b) eliminate all assets or portions of assets classified as “loss” and thereafter charge off all assets classified as “loss” in a federal or state report of examination, unless otherwise approved by the Reserve Bank.

Under the terms of the Written Agreement, both the Company and the Bank have agreed to submit capital plans to maintain sufficient capital at the Company, on a consolidated basis, and the Bank, on a stand-alone basis, and to refrain

from declaring or paying dividends without prior regulatory approval. The Company has agreed that it will not take any other form of payment representing a reduction in the Bank’s capital or make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities without prior regulatory approval. The Company may not incur, increase or guarantee any debt without prior regulatory approval and has agreed not to purchase or redeem any shares of its stock without prior regulatory approval.

Under the terms of the Written Agreement, the Company and the Bank have appointed a committee to monitor compliance with the Written Agreement. The directors of the Company and the Bank have recognized and unanimously agree with the common goal of financial soundness represented by the Written Agreement and have confirmed the intent of the directors and executive management to diligently seek to comply with all requirements of the Written Agreement.

NOTE 4

CAPITAL:

Capital Requirements and Ratios

The Company and the Bank are subject to various capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and, possibly, additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes that, as of September 30, 2013, the Company and the Bank meet all capital adequacy requirements to which they are subject.

As of September 30, 2013, the Bank was well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following tables. There are no conditions or events since the notification that management believes have changed the Company’s and Bank’s category.

The Company’s and the Bank’s actual capital amounts and ratios are presented in the table as of September 30, 2013 and December 31, 2012, respectively.


	Actual					Minimum Capital Requirement					Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars are in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2013:
Total Capital to Risk Weighted Assets
The Company	$	58,749		14.32	%		32,822		8	%	$	N/A		N/A
The Bank		56,880		13.85	%		32,845		8	%		41,056		10	%
Tier 1 Capital Risk Weighted Assets:
The Company		51,162		12.47	%		16,411		4	%		N/A		N/A
The Bank		51,636		12.58	%		16,422		4	%		24,634		6	%
Tier 1 Capital to Average Assets:
The Company		51,162		7.41	%		27,624		4	%		N/A		N/A
The Bank		51,636		7.47	%		27,641		4	%		34,551		5	%

December 31, 2012:
Total Capital to Risk Weighted Assets
The Company	$	57,894		13.51	%		34,291		8	%	$	N/A		N/A
The Bank		55,315		12.88	%		34,353		8	%		42,941		10	%
Tier 1 Capital Risk Weighted Assets:
The Company		49,530		11.56	%		17,146		4	%		N/A		N/A
The Bank		49,806		11.60	%		17,176		4	%		25,765		6	%
Tier 1 Capital to Average Assets:
The Company		49,530		7.05	%		28,092		4	%		N/A		N/A
The Bank		49,806		7.08	%		28,120		4	%		35,150		5	%

NOTE 5

INVESTMENT SECURITIES:

The amortized cost and estimated fair value of securities (all available-for-sale) are as follows:


(Dollars are in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Approximate Fair Value
September 30, 2013
U.S. Government Agencies	$	34,589	$	262	$	859	$	33,992
Taxable municipals		—		—		—		—
Tax-exempt municipals		—		—		—		—
Mortgage backed securities		37,879		31		708		37,202

Total Securities AFS	$	72,468	$	293	$	1,567	$	71,194


December 31, 2012
U.S. Government Agencies	$	23,177	$	473	$	13	$	23,637
Taxable municipals		—		—		—		—
Tax-exempt municipals		—		—		—		—
Mortgage backed securities		25,822		210		54		25,978

Total Securities AFS	$	48,999	$	683	$	67	$	49,615

The following table details unrealized losses and related fair values in the available-for-sale portfolio. This information is aggregated by the length of time that individual securities have been in a continuous unrealized loss position as of September 30, 2013 and December 31, 2012.


	Less than 12 Months				12 Months or More				Total
(Dollars are in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
September 30, 2013
U.S. Government Agencies	$	22,278	$	845	$	574	$	14	$	22,852	$	859
Mtg. backed securities		31,238		694		736		14		31,974		708

Total Securities AFS	$	53,516	$	1,539	$	1,310	$	28	$	54,826	$	1,567


December 31, 2012
U.S. Government Agencies	$	2,931	$	13	$	—	$	—	$	2,931	$	13
Mtg. backed securities		7,491		54		—		—		7,491		54

Total Securities AFS	$	10,422	$	67	$	—	$	—	$	10,422	$	67

At September 30, 2013, the available-for-sale portfolio included seventy one investments for which the fair market value was less than amortized cost. At December 31, 2012, the available-for-sale portfolio included ten investments for which the fair market value was less than amortized cost. Management evaluates securities for other than temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial conditions and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. No securities had an other than temporary impairment.

The amortized cost and fair value of investment securities at September 30, 2013, by contractual maturity, are shown in the following schedule. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


(Dollars are in thousands) Securities Available for Sale	Amortized Cost		Fair Value		Weighted Average Yield
Due in one year or less	$	—	$	—		—	%
Due after one year through five years		1,618		1,612		0.93	%
Due after five years through fifteen years		23,729		23,468		1.68	%
Due after fifteen years		47,121		46,114		1.60	%

Total	$	72,468	$	71,194		1.61	%

Investment securities with a carrying value of $17.7 million and $18.4 million at September 30, 2013 and December 31, 2012, were pledged to secure public deposits, overnight payment processing and for other purposes required by law.

The Bank, as a member of the Federal Reserve Bank and the Federal Home Loan Bank, is required to hold stock in each. These equity securities are restricted from trading and are recorded at a cost of $2.7 million and $2.8 million as of September 30, 2013 and December 31, 2012, respectively.

NOTE 6

LOANS:

Loans receivable outstanding are summarized as follows:


(Dollars are in thousands)	September 30, 2013		December 31, 2012
Real estate secured:
Commercial	$	130,787	$	149,935
Construction and land development		23,131		24,327
Residential 1-4 family		248,053		240,201
Multifamily		12,128		12,567
Farmland		30,488		33,068

Total real estate loans		444,587		460,098
Commercial		24,688		28,314
Agriculture		4,395		4,328
Consumer installment loans		27,155		29,445
All other loans		149		178

Total loans	$	500,974	$	522,363

Loans receivable on nonaccrual status are summarized as follows:


(Dollars are in thousands)	September 30, 2013		December 31, 2012
Real estate secured:
Commercial	$	17,684	$	16,308
Construction and land development		1,299		2,412
Residential 1-4 family		4,792		3,403
Multifamily		—		442
Farmland		5,783		7,750

Total real estate loans		29,558		30,315
Commercial		1,375		2,762
Agriculture		98		450
Consumer installment loans		63		9
All other loans		—		—

Total loans receivable on nonaccrual status	$	31,094	$	33,536

Total interest income not recognized on nonaccrual loans for nine months ended September 30, 2013 and 2012 was $375 thousand and $1.1 million, respectively.

The following table presents information concerning the Company’s investment in loans considered impaired as of September 30, 2013 and December 31, 2012:


As of September 30, 2013 (Dollars are in thousands)	Average Recorded Investment		Interest Income Recognized			Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Real estate secured:
Commercial	$	17,885	$	456		$	16,260	$	17,116	$	—
Construction and land development		2,724		31			1,050		6,035		—
Residential 1-4 family		4,706		115			3,128		3,390		—
Multifamily		734		12			327		327		—
Farmland		4,692		93			5,679		6,290		—
Commercial		818		7			314		420		—
Agriculture		74		5			60		60		—
Consumer installment loans		61		2			26		26		—
All other loans		—		—			—		—		—
With an allowance recorded:
Real estate secured:
Commercial		12,077		305			10,277		10,688		1,847
Construction and land development		477		5			465		494		48
Residential 1-4 family		3,611		141			4,181		4,511		655
Multifamily		634		13			270		270		17
Farmland		3,618		91			2,264		2,402		440
Commercial		1,097		2			1,052		1,120		260
Agriculture		158		5			108		108		94
Consumer installment loans		22		1			11		11		4
All other loans		—		—			—		—		—

Total	$	53,388	$	1,284		$	45,472	$	53,268	$	3,365


As of December 31, 2012 (Dollars are in thousands)	Average Recorded Investment		Interest Income Recognized			Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Real estate secured:
Commercial	$	26,662	$	829		$	20,389	$	21,434	$	—
Construction and land development		4,759		118			3,759		8,618		—
Residential 1-4 family		7,824		227			6,308		6,567		—
Multifamily		1,021		44			928		998		—
Farmland		7,748		168			4,375		4,810		—
Commercial		2,499		18			1,111		1,147		—
Agriculture		463		7			109		109		—
Consumer installment loans		83		10			98		98		—
All other loans		—		—			—		—		—
With an allowance recorded:
Real estate secured:
Commercial		14,770		347			13,495		14,014		3,196
Construction and land development		1,728		41			793		945		177
Residential 1-4 family		5,473		203			3,830		3,836		577
Multifamily		1,589		68			2,028		2,096		456
Farmland		4,972		(123	)		5,702		5,714		635
Commercial		1,689		19			1,881		1,885		491
Agriculture		373		3			353		353		308
Consumer installment loans		69		3			27		27		16
All other loans		—		—			—		—		—

Total	$	81,722	$	1,982		$	65,186	$	72,651	$	5,856

An age analysis of past due loans receivable was as follows:


As of September 30, 2013 (Dollars are in thousands)	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or More Days Past Due
Real estate secured:
Commercial	$	7,397	$	1,014	$	6,353	$	14,764	$	116,023	$	130,787	$	—
Construction and land development		817		—		322		1,139		21,992		23,131		—
Residential 1-4 family		4,208		608		1,928		6,744		241,309		248,053		—
Multifamily		37		—		—		37		12,091		12,128		—
Farmland		281		147		4,442		4,870		25,618		30,488		—

Total real estate loans		12,740		1,769		13,045		27,554		417,033		444,587		—
Commercial		349		—		1,321		1,670		23,018		24,688		—
Agriculture		99		—		63		162		4,233		4,395		—
Consumer installment Loans		290		20		14		324		26,831		27,155		—
All other loans		9		7		—		16		133		149		—

Total loans	$	13,487	$	1,796	$	14,443	$	29,726	$	471,248	$	500,974	$	—


As of December 31, 2012 (Dollars are in thousands)	Loans 30-59 Days Past Due		Loans 60-89 Days Past Due		Loans 90 or More Days Past Due		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 or More Days Past Due
Real estate secured:
Commercial	$	4,164	$	998	$	8,889	$	14,051	$	135,884	$	149,935	$	—
Construction and land development		653		—		254		907		23,420		24,327		—
Residential 1-4 family		9,031		861		3,027		12,919		227,282		240,201		304
Multifamily		90		—		442		532		12,035		12,567		—
Farmland		1,777		—		5,871		7,648		25,420		33,068		191

Total real estate loans		15,715		1,859		18,483		36,057		424,041		460,098		495
Commercial		135		12		2,104		2,251		26,063		28,314		2
Agriculture		117		12		360		489		3,839		4,328		—
Consumer installment Loans		506		66		55		627		28,818		29,445		54
All other loans		19		7		—		26		152		178		—

Total loans	$	16,492	$	1,956	$	21,002	$	39,450	$	482,913	$	522,363	$	551

The Company categorizes loans receivable into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans and leases individually by classifying the loans receivable as to credit risk. The Company uses the following definitions for risk ratings:

Pass - Loans in this category are considered to have a low likelihood of loss based on relevant information analyzed about the ability of the borrowers to service their debt and other factors.

Special Mention - Loans in this category are currently protected but are potentially weak, including adverse trends in borrower’s operations, credit quality or financial strength. Those loans constitute an undue and unwarranted credit risk but not to the point of justifying a substandard classification. The credit risk may be relatively minor yet constitute an unwarranted risk in light of the circumstances. Special mention loans have potential weaknesses which may, if not checked or corrected, weaken the loan or inadequately protect the Company’s credit position at some future date.

Substandard - A substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt; they are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful - Loans classified Doubtful have all the weaknesses inherent in loans classified Substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable.

Based on the most recent analysis performed, the risk category of loans receivable was as follows:


As of September 30, 2013 (Dollars are in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Real estate secured:
Commercial	$	101,024	$	3,974	$	25,789	$	—	$	130,787
Construction and land development		18,879		2,542		1,710		—		23,131
Residential 1-4 family		232,367		3,063		12,420		203		248,053
Multifamily		11,422		436		270		—		12,128
Farmland		20,413		2,248		7,827		—		30,488

Total real estate loans		384,105		12,263		48,016		203		444,587
Commercial		22,576		624		1,457		31		24,688
Agriculture		4,211		12		172		—		4,395
Consumer installment loans		26,911		—		244		—		27,155
All other loans		149		—		—		—		149

Total	$	437,952	$	12,899	$	49,889	$	234	$	500,974


As of December 31, 2012 (Dollars are in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Real estate secured:
Commercial	$	117,945	$	5,782	$	26,120	$	88	$	149,935
Construction and land development		18,502		1,067		4,758		—		24,327
Residential 1-4 family		220,534		4,739		14,437		491		240,201
Multifamily		9,765		178		2,624		—		12,567
Farmland		21,560		1,247		10,261		—		33,068

Total real estate loans		388,306		13,013		58,200		579		460,098
Commercial		21,793		3,227		3,254		40		28,314
Agriculture		3,841		53		434		—		4,328
Consumer installment loans		29,159		21		261		4		29,445
All other loans		178		—		—		—		178

Total	$	443,277	$	16,314	$	62,149	$	623	$	522,363

NOTE 7

ALLOWANCE FOR LOAN LOSSES:

The following table details activity in the allowance for loan losses by portfolio segment for the period ended September 30, 2013. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.


As of September 30, 2013 (Dollars are in thousands)	Beginning Balance		Charge Offs			Recoveries		Advances		Provisions			Ending Balance
Real estate secured:
Commercial	$	6,720	$	(1,655	)	$	262	$	—	$	(384	)	$	4,943
Construction and land development		2,166		(190	)		64		—		(287	)		1,753
Residential 1-4 family		3,050		(986	)		298		—		701			3,063
Multifamily		552		—			—		—		(438	)		114
Farmland		1,074		(369	)		68		—		205			978

Total real estate loans		13,562		(3,200	)		692		—		(203	)		10,851
Commercial		1,772		(372	)		41		—		(169	)		1,272
Agriculture		533		(313	)		51		—		195			466
Consumer installment loans		388		(101	)		49		—		(190	)		146
All other loans		4		—			—		—		(2	)		2
Unallocated		551		—			—		—		919			1,470

Total	$	16,810	$	(3,986	)	$	833	$	—	$	550		$	14,207


	Allowance for Loan Losses						Recorded Investment in Loans
As of September 30, 2013 (Dollars are in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total		Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total
Real estate secured:
Commercial	$	1,847	$	3,096	$	4,943	$	26,537	$	104,250	$	130,787
Construction and land development		48		1,705		1,753		1,515		21,616		23,131
Residential 1-4 family		655		2,408		3,063		7,309		240,744		248,053
Multifamily		17		97		114		597		11,531		12,128
Farmland		440		538		978		7,943		22,545		30,488

Total real estate loans		3,007		7,844		10,851		43,901		400,686		444,587
Commercial		260		1,012		1,272		1,366		23,322		24,688
Agriculture		94		372		466		168		4,227		4,395
Consumer installment loans		4		142		146		37		27,118		27,155
All other loans		—		2		2		—		149		149
Unallocated		—		1,470		1,470		—		—		—

Total	$	3,365	$	10,842	$	14,207	$	45,472	$	455,502	$	500,974

The following table details activity in the allowance for loan losses by portfolio segment for the period ended December 31, 2012. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.


As of December 31, 2012 (Dollars are in thousands)	Beginning Balance		Charge Offs			Recoveries		Advances		Provisions			Ending Balance
Real estate secured:
Commercial	$	5,671	$	(2,845	)	$	61	$	—	$	3,833		$	6,720
Construction and land development		3,848		(357	)		73		—		(1,398	)		2,166
Residential 1-4 family		3,759		(1,615	)		87		—		819			3,050
Multifamily		148		(75	)		—		—		479			552
Farmland		951		(577	)		—		—		700			1,074

Total real estate loans		14,377		(5,469	)		221		—		4,433			13,562
Commercial		1,883		(942	)		86		—		745			1,772
Agriculture		486		(4	)		11		—		40			533
Consumer installment loans		781		(336	)		63		—		(120	)		388
All other loans		2		—			—		—		2			4
Unallocated		851		—			—		—		(300	)		551

Total	$	18,380	$	(6,751	)	$	381	$	—	$	4,800		$	16,810


	Allowance for Loan Losses						Recorded Investment in Loans
As of December 31, 2012 (Dollars are in thousands)	Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total		Individually Evaluated for Impairment		Collectively Evaluated for Impairment		Total
Real estate secured:
Commercial	$	3,196	$	3,524	$	6,720	$	33,884	$	116,051	$	149,935
Construction and land development		177		1,989		2,166		4,552		19,775		24,327
Residential 1-4 family		577		2,473		3,050		10,138		230,063		240,201
Multifamily		456		96		552		2,956		9,611		12,567
Farmland		635		439		1,074		10,077		22,991		33,068

Total real estate loans		5,041		8,521		13,562		61,607		398,491		460,098
Commercial		491		1,281		1,772		2,992		25,322		28,314
Agriculture		308		225		533		462		3,866		4,328
Consumer installment loans		16		372		388		125		29,320		29,445
All other loans		—		4		4		—		178		178
Unallocated		—		551		551		—		—		—

Total	$	5,856	$	10,954	$	16,810	$	65,186	$	457,177	$	522,363

In determining the amount of our allowance, we rely on an analysis of our loan portfolio, our experience and our evaluation of general economic conditions, as well as the requirements of the written agreement and other regulatory input. If our assumptions prove to be incorrect, our current allowance may not be sufficient to cover future loan losses and we may experience significant increases to our provision.

NOTE 8

TROUBLED DEBT RESTRUCTURINGS:

At September 30, 2013 there were $14.8 million in loans that are classified as troubled debt restructurings compared to $20.0 million at December 31, 2012. The following table presents information related to loans modified as troubled debt restructurings during the nine and three months ended September 30, 2013 and 2012.


	For the nine months ended September 30, 2013						For the nine months ended September 30, 2012
Troubled Debt Restructurings (Dollars are in thousands)	# of Loans		Pre-Mod. Recorded Investment		Post-Mod. Recorded Investment		# of Loans		Pre-Mod. Recorded Investment		Post-Mod. Recorded Investment
Real estate secured:
Commercial		1	$	136	$	135		7	$	991	$	791
Construction and land Development		—		—		—		—		—		—
Residential 1-4 family		—		—		—		35		2,052		1,964
Multifamily		—		—		—		—		—		—
Farmland		—		—		—		—		—		—

Total real estate loans		1		136		135		42		3,043		2,755
Commercial		1		51		11		—		—		—
Agriculture		—		—		—		—		—		—
Consumer installment loans		1		14		13		3		25		19
All other loans		—		—		—		—		—		—

Total		3	$	201	$	159		45	$	3,068	$	2,774


	For the three months ended September 30, 2013						For the three months ended September 30, 2012
Troubled Debt Restructurings (Dollars are in thousands)	# of Loans		Pre-Mod. Recorded Investment		Post-Mod. Recorded Investment		# of Loans		Pre-Mod. Recorded Investment		Post-Mod. Recorded Investment
Real estate secured:
Commercial		1	$	136	$	135		—	$	—	$	—
Construction and land Development		—		—		—		—		—		—
Residential 1-4 family		—		—		—		—		—		—
Multifamily		—		—		—		—		—		—
Farmland		—		—		—		—		—		—

Total real estate loans		1		136		135		—		—		—
Commercial		—		—		—		—		—		—
Agriculture		—		—		—		—		—		—
Consumer installment loans		—		—		—		—		—		—
All other loans		—		—		—		—		—		—

Total		1	$	136	$	135		—	$	—	$	—

During the nine months ended September 30, 2013, the Company modified 3 loans that were considered to be troubled debt restructurings. We modified the terms for 1 loan and the interest rate was lowered on 1 loan. On 1 loan we modified the terms and lowered the interest rate. During the nine months ended September 30, 2012, the Company modified 45 loans that were considered to be troubled debt restructurings. We modified the terms for 10 of these loans and the interest rate was lowered for 33 loans. On 2 loans we modified the terms and lowered the interest rate.

The following table presents information related to loans modified as a troubled debt restructurings that defaulted during the nine and three months ended September 30, 2013 and 2012, and within twelve months of their modification date. A troubled debt restructuring is considered to be in default once it becomes 90 days or more past due following a modification.


Troubled Debt Restructurings That Subsequently Defaulted During the Period (Dollars are in thousands)	For the nine months ended September 30, 2013				For the nine months ended September 30, 2012
	# of Loans		Recorded Investment		# of Loans		Recorded Investment
Real estate secured:
Commercial		—	$	—		4	$	1,859
Construction and land development		—		—		—		—
Residential 1-4 family		—		—		2		633
Multifamily		—		—		1		163
Farmland		—		—		—		—

Total real estate loans		—		—		7		2,655
Commercial		—		—		—		—
Agriculture		—		—		1		300
Consumer installment loans		—		—		—		—
All other loans		—		—		—		—

Total		—	$	—		8	$	2,955


Troubled Debt Restructurings That Subsequently Defaulted During the Period (Dollars are in thousands)	For the three months ended September 30, 2013				For the three months ended September 30, 2012
	# of Loans		Recorded Investment		# of Loans		Recorded Investment
Real estate secured:
Commercial		—	$	—		—	$	—
Construction and land development		—		—		—		—
Residential 1-4 family		—		—		1		522
Multifamily		—		—		1		163
Farmland		—		—		—		—

Total real estate loans		—		—		2		685
Commercial		—		—		—		—
Agriculture		—		—		—		—
Consumer installment loans		—		—		—		—
All other loans		—		—		—		—

Total		—	$	—		2	$	685

In determination of the allowance for loan losses, management considers troubled debt restructurings and subsequent defaults in these restructurings in its estimate. The Company evaluates all troubled debt restructurings for possible further impairment. As a result, the allowance may be increased, adjustments may be made in the allocation of the allowance, or charge-offs may be taken to further writedown the carrying value of the loan.

NOTE 9

EARNINGS PER SHARE:

Basic earnings per share computations are based on the weighted average number of shares outstanding during each year. Dilutive earnings per share reflect the additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued relate to outstanding options and common stock warrants are determined by the Treasury method. For the three and nine months ended September 30, 2013 and 2012, potential common shares were anti-dilutive and were not included in the calculation. Basic and diluted net loss per common share calculations follows:


(Amounts in Thousands, Except Share and Per Share Data)	For the three months ended September 30,					For the nine months ended September 30,
	2013		2012			2013		2012
Net income (loss)	$	447	$	(1,463	)	$	1,539	$	(6,536	)
Weighted average shares outstanding		21,871,170		10,507,724			21,870,240		10,177,237
Dilutive shares for stock options and warrants		—		—			—		—

Weighted average dilutive shares outstanding		21,871,170		10,507,724			21,870,240		10,177,237


Basic income (loss) per share	$	0.02	$	(0.14	)	$	0.07	$	(0.64	)
Diluted income (loss) per share	$	0.02	$	(0.14	)	$	0.07	$	(0.64	)

NOTE 10

RELATED PARTY TRANSACTIONS:

During 2010, the branch location in Grundy, Virginia which was part of a condominium in which the Bank and Director Michael McGlothlin owned the only units was condemned by the Virginia Department of Transportation. The value of the Bank’s interest in its condemned condominium units was $892 thousand and the value of Director McGlothlin’s interest in his condemned condominium unit was $455 thousand as appraised by the Virginia Department of Transportation. Subsequently, a new building was constructed on adjacent property with the condemnation proceeds. The Bank’s branch in the new building was opened on January 31, 2011 and a portion of the building comparable to his condemned unit was occupied by Director McGlothlin at this time as well. Throughout 2011 additional work was conducted by the contractor. Minor projects remained at the end of 2011 and were completed during 2012. The new building is subject to a newly formed condominium agreement, the terms of which are substantially similar to the terms of the previous condominium arrangement. Final settlement of the transaction, including the recording of the condominium agreement, occurred in June 2013 on terms the Bank believes are consistent with an arm’s length market transaction.

NOTE 11

FAIR VALUES:

Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” provides a framework for measuring fair value under generally accepted accounting principles and requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the measurements are made on a recurring basis (for example, available for sale investment securities) or on a nonrecurring basis (for example, impaired loans and other real estate acquired through foreclosure).

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair Value Measurements and Disclosures also establishes fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an exchange market, as well as U. S. Treasury, other U. S. Government and agency mortgage-backed debt securities that are highly liquid and are actively traded in over-the-counter markets.

Level 2: 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 for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes certain derivative contracts and impaired loans.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. For example, this category generally includes certain private equity investments, retained residual interests in securitizations, residential mortgage servicing rights, and highly structured or long-term derivative contracts.

Investment Securities Available for Sale - Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices. The Company’s available for sale securities, totaling $71.2 million and $49.6 million at September 30, 2013 and December 31, 2012, respectively, are the only assets whose fair values are measured on a recurring basis using Level 2 inputs from an independent pricing service.

Loans - The Company does not record loans at fair value on a recurring basis. Real estate serves as collateral on a substantial majority of the Company’s loans. From time to time a loan is considered impaired and an allowance for loan losses is established. Loans which are deemed to be impaired and require a reserve are primarily valued on a non-recurring basis at the fair values of the underlying real estate collateral. Such fair values are obtained using independent appraisals, which management evaluates and determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, or an appraised value does not include estimated costs of disposition and management must make an estimate, the Company records the impaired loan as nonrecurring Level 3. The aggregate carrying amount of impaired loans carried at fair value were $42.1 million and $59.3 million at September 30, 2013 and December 31, 2012, respectively.

Foreclosed Assets - Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets. Foreclosed assets are carried at the lower of the carrying value or fair value. Fair value is based upon independent observable market prices or appraised values of the collateral with a third party estimate of disposition costs, which the Company considers to be level 2 inputs. When the appraised value is not available, management determines the fair value of the collateral if further impaired below the appraised value and there is no observable market price, or an appraised value does not include estimated costs of disposition and management must make an estimate, the Company records the foreclosed asset as nonrecurring Level 3. The aggregate carrying amounts of foreclosed assets were $14.1 million and $13.9 million at September 30, 2013 and December 31, 2012, respectively.

Assets and liabilities measured at fair value are as follows as of September 30, 2013 (for purpose of this table the impaired loans are shown net of the related allowance):


(Dollars are in thousands)	Quoted market price in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
(On a recurring basis)
Available for sale investments
U.S. Government Agencies	$	—	$	33,992	$	—
Mortgage backed securities		—		37,202		—

(On a non-recurring basis)
Other real estate owned		—		—		14,109
Impaired loans:
Real estate secured:
Commercial		—		—		24,690
Construction and land development		—		—		1,467
Residential 1-4 family		—		—		6,654
Multifamily		—		—		580
Farmland		—		—		7,503
Commercial		—		—		1,106
Agriculture		—		—		74
Consumer installment loans		—		—		33
All other loans		—		—		—

Total	$	—	$	71,194	$	56,216

Assets and liabilities measured at fair value are as follows as of December 31, 2012 (for purpose of this table the impaired loans are shown net of the related allowance):


(Dollars are in thousands)	Quoted market price in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
(On a recurring basis)
Available for sale investments
U.S. Government Agencies	$	—	$	23,637	$	—
Mortgage backed securities		—		25,978		—

(On a non-recurring basis)
Other real estate owned		—		—		13,869
Impaired loans:
Real estate secured:
Commercial		—		—		30,688
Construction and land development		—		—		4,375
Residential 1-4 family		—		—		9,561
Multifamily		—		—		2,500
Farmland		—		—		9,442
Commercial		—		—		2,501
Agriculture		—		—		154
Consumer installment loans		—		—		109
All other loans		—		—		—

Total	$	—	$	49,615	$	73,199

For Level 3 assets measured at fair value on a recurring or non-recurring basis as of September 30, 2013, the significant unobservable inputs used in the fair value measurements were as follows:


(Dollars in thousands)	Fair Value at September 30, 2013		Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input Value

Impaired Loans	$	42,107	Appraised Value/Discounted Cash Flows/Market Value of Note	Appraisals and/or sales of comparable properties/Independent quotes	n/a

Other Real Estate Owned	$	14,109	Appraised Value/Comparable Sales/Other Estimates from Independent Sources	Appraisal and/or sales of comparable properties/Independent quotes/bids	n/a

Fair Value of Financial Instruments

Fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practical to estimate the value is based upon the characteristics of the instruments and relevant market information. Financial instruments include cash, evidence of ownership in an entity, or contracts that convey or impose on an entity that contractual right or obligation to either receive or deliver cash for another financial instrument.

The following summary presents the methodologies and assumptions used to estimate the fair value of the Company’s financial instruments presented below. The information used to determine fair value is highly subjective and judgmental in nature and, therefore, the results may not be precise. Subjective factors include, among other things, estimates of cash flows, risk characteristics, credit quality, and interest rates, all of which are subject to change. Since the fair value is estimated as of the balance sheet date, the amounts that will actually be realized or paid upon settlement or maturity on these various instruments could be significantly different.

The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of September 30, 2013 and December 31, 2012. This table excludes financial instruments for which the carrying amount approximates fair value. The carrying value of cash and due from banks, federal funds sold, interest-bearing deposits, deposits with no stated maturities, trust preferred securities and accrued interest approximates fair value. The remaining financial instruments were valued based on the present value of estimated future cash flows, discounted at various rates in effect for similar instruments during the months of September 2013 and December 2012.


					Fair Value Measurements
(Dollars are in thousands)	Carrying Amount		Fair Value		Quoted market price in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)

September 30, 2013
Financial Instruments – Assets
Net Loans	$	486,767	$	489,743	$	—	$	447,636	$	42,107

Financial Instruments – Liabilities
Time Deposits		352,967		352,092		—		352,092		—
FHLB Advances		5,658		5,658		—		5,658		—

December 31, 2012
Financial Instruments – Assets
Net Loans	$	505,553	$	507,358	$	—	$	448,028	$	59,330

Financial Instruments – Liabilities
Time Deposits		372,473		375,784		—		375,784		—
FHLB Advances		6,558		6,558		—		6,558		—

NOTE 12

RECENT ACCOUNTING DEVELOPMENTS:

The following is a summary of recent authoritative announcements:

The Comprehensive Income topic of the Accounting Standards Codification (“ASC”) was amended in June 2011. The amendment eliminated the option to present other comprehensive income as a part of the statement of changes in stockholders’ equity and required consecutive presentation of the statement of net income and other comprehensive income. The amendments were applicable to the Company January 1, 2012 and have been applied retrospectively.

In December 2011, the topic was further amended to defer the effective date of presenting reclassification adjustments from other comprehensive income to net income on the face of the financial statements while the Financial Accounting Standards Board (“FASB”) redeliberated the presentation requirements for the reclassification adjustments. In February 2013, the FASB further amended the Comprehensive Income topic clarifying the conclusions from such redeliberations. Specifically, the amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments do require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, in certain circumstances an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amendments will be effective for the Company on a prospective basis for reporting periods beginning January 1, 2013. These amendments did not have a material effect on the Company’s financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

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

Caution About Forward Looking Statements

We make forward looking statements in this quarterly report that are subject to risks and uncertainties. These forward looking statements include statements regarding our profitability, liquidity, allowance for loan losses, interest rate sensitivity, market risk, business strategy, and financial and other goals. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward looking statements.

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements contain the Company’s expectations, plans, future financial performance, and other statements that are not historical facts. These forward-looking statements are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar importance. Such forward-looking statements involve known and unknown risks including, but not limited to, changes in general economic and business conditions, interest rate fluctuations, competition within and from outside the banking industry, new products and services in the banking industry, risk inherent in making loans such as repayment risks and fluctuating collateral values, problems with technology utilized by the Company, changing trends in customer profiles and changes in laws and regulations applicable to the Company. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

Because of these uncertainties, our actual future results may be materially different from the results indicated by these forward looking statements. In addition, our past results of operations do not necessarily indicate our future results.

Written Agreement

The Company and the Bank entered into a written agreement with the Federal Reserve Bank of Richmond and the Virginia Bureau of Financial Institutions. Under this Agreement, the Bank has agreed to develop and submit for approval within specified time periods written plans to: (a) strengthen board oversight of management and the Bank’s operation; (b) if appropriate after review, to strengthen the Bank’s management and board governance; (c) strengthen credit risk management policies; (d) enhance lending and credit administration; (e) enhance the Bank’s management of commercial real estate concentrations; (f) conduct ongoing review and grading of the Bank’s loan portfolio; (g) improve the Bank’s position with respect to loans, relationships, or other assets in excess of $1 million which are now or in the future become past due more than 90 days, which are on the Bank’s problem loan list, or which are adversely classified in any report of examination of the Bank; (h) review and revise, as appropriate, current policy and maintain sound processes for maintaining an adequate allowance for loan and lease losses; (i) enhance management of the Bank’s liquidity position and funds management practices; (j) revise its contingency funding plan; (k) revise its strategic plan; and (l) enhance the Bank’s anti-money laundering and related activities.

In addition, the Bank has agreed that it will: (a) not extend, renew, or restructure any credit that has been criticized by the Reserve Bank or the Bureau absent prior board of directors approval in accordance with the restrictions in the Agreement; (b) eliminate all assets or portions of assets classified as “loss” and thereafter charge off all assets classified as “loss” in a federal or state report of examination, which has been done.

The Company and the Bank have agreed to submit capital plans to maintain sufficient capital at the Company, on a consolidated basis, and the Bank, on a stand-alone basis, and to refrain from declaring or paying dividends without prior regulatory approval. The Company has agreed that it will not take any other form of payment representing a reduction in the Bank’s capital or make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities without prior regulatory approval. The Company may not incur, increase or guarantee any debt without prior regulatory approval and has agreed not to purchase or redeem any shares of its stock without prior regulatory approval.

Under the terms of the Agreement, the Company and the Bank have appointed a committee to monitor compliance. The directors of the Company and the Bank have recognized and unanimously agree with the common goal of financial soundness represented by the Agreement and have confirmed the intent of the directors and executive management to diligently seek to comply with all requirements of the Written Agreement.

Written Agreement Progress Report

At September 30, 2013 we believe we have not yet achieved full compliance with the Agreement but we have made progress in our compliance efforts under the Agreement. We are aggressively working to comply with the Agreement and have timely submitted each required plan by its respective deadline. We have hired an independent consultant to assist us in these efforts and the following actions have taken place:

With regard to corporate governance, we have established a weekly Director’s Loan Committee to oversee all loan approvals and all loan renewals, extensions and approvals for loans risk rated Special Mention or worse, as well as, exposures exceeding the Chief Credit Officer’s lending authority. This has enabled the Board to increase its oversight of the Bank’s largest credit exposures and problem credits, and enhanced the monitoring and compliance with all loan policies and procedures. Secondly, we have enhanced our reporting of credit quality to the board. Furthermore, we have adopted formal charters for our Nominating, Risk and Compliance, Compensation, and Loan Committees. A corporate governance policy was adopted by the Board of Directors on April 23, 2012.

The requirement to assess the Board and management has been completed by an independent party. A report has been issued to the Board and recommendations are being followed. In September 2010, our President and CEO was added as a member of the Board and in November 2010, Eugene Hearl was added as a member of the Board. Mr. Hearl has over 40 years banking experience as President and CEO for two community banks and Regional President of a large regional financial institution.

In addition, training is a key initiative of both the Board of Directors and employees. Further training of the Board and employees has been implemented and will be ongoing.

A formal management succession plan has been developed and approved by the Board of Directors.

In the month of September 2010, a newly revised strategic plan and a capital plan were completed and submitted to our regulators. The 2011 Budget was submitted to our regulators in the fourth quarter of 2010. The 2012 Budget was submitted to our regulators also in the fourth quarter of 2011. The 2013 Budget was submitted to our regulators in January 2013.

A newly revised strategic plan for the years 2013 through 2015 was completed and submitted to the regulators in January 2013. A revised 2013 Budget was submitted to our regulators in the third quarter of 2013.

In September 2012, we converted notes payable to two of our directors totaling $5.5 million plus accrued interest of $272 thousand to common stock. As a result of the conversion, the Company returned to well capitalized status at September 30, 2012.

In accordance with our capital plan, we began a common stock offering in July 2012 to existing shareholders followed by an offering to the public during the third and fourth quarters of 2012. The offering was closed on December 20, 2012 and proceeds of $12,061,257 were received on December 28, 2012. Upon receipt of the proceeds we injected $7.0 million of capital into the Bank. The remaining net proceeds are held at the Company and will be used for payment of operating expenses and, when permitted by regulatory authorities, the payment of deferred trust preferred interest. The remaining additional cash may be used for future capital injections, if needed; thus, providing a source of strength at the holding company level for the Bank. In addition, the conversion of the director notes to common stock and the stock offering included common stock warrants that may be exercised in the next five years and potentially provide additional capital if, and when, they are exercised. A total of 2,364,142 common stock warrants were outstanding as of September 30, 2013 with an exercise price of $1.75. Assuming all of these warrants are exercised before expiration, then an additional $4.1 million in capital would be provided by their exercise.

Loan policies have been revised; an online approval and underwriting system for loans has been implemented; underwriting, monitoring and management of credits and collections have been enhanced; frequency of external loan reviews increased; and the focus on problem loans intensified at all levels in the organization. As a result, we are more timely in identifying problem loans. In the future, continuing these procedures should strengthen asset quality substantially. Further training of lending personnel is ongoing regarding proper risk grading of credits and identification of problem credits.

Enhanced loan concentration identification and new procedures for monitoring and managing concentrations have been implemented. Loan concentration targets have been established and efforts continue to reduce higher risk concentrations. In particular, construction and development loans and commercial real estate loans have been reduced and continue to decrease toward acceptable levels as determined by the new policies.

To strengthen management of credit quality and loan production, we added a new Chief Credit Officer, Stephen Trescot, in the first quarter of 2011 who brings vast credit administration experience to our management team. Sharon Borich, our former Chief Credit Officer, assumed the role of Senior Lending Officer with oversight of loan production and business development which is her area of expertise. In addition to new lending policies and procedures, the management of all real estate development projects and draws has been centralized. We have segregated the duties of lenders for greater specialization of commercial and retail lending responsibilities. As a result we have formed a Commercial Loan division that is supervised by the Senior Vice President and Senior Lending Officer. The retail loans are primarily the responsibility of branch personnel who report to branch managers and respective area managers.

In the fourth quarter of 2012, a Senior Vice President and Senior Credit Officer was added to the credit administration function providing additional management experience to the credit function. Karen Wimmer reports directly to Chief Credit Officer Trescot and oversees the credit administration area of the Bank.

The credit analysis function has been restructured and is a part of credit administration. The credit analysis function is led by a Vice President/Senior Analyst, who supervises two analysts, of which, one analyst is a CPA. The function reports directly to the Senior Vice President and Senior Credit Officer and is responsible for analyzing new and renewed loan relationships of $250 thousand or more prior to approval and conducting annual financial reviews of loan relationships of $500 thousand or more.

The appraisal review function, consisting of two Vice Presidents, one of which is an experienced licensed appraiser, and one administrative assistant, also reports directly to the Senior Credit Officer. The appraisal review function reviews the quality of appraisals on behalf of the Bank by reviewing the methods, assumptions, and value conclusions of internal and external appraisals. In addition, this data is used to determine whether an external appraiser should be utilized for future work.

We have retained an independent third party to perform loan reviews on a quarterly basis in 2010 and 2011 and engaged them to perform this function in June 2012 and December 2012. We have engaged them to perform this function in June 2013 and December 2013 as well. The third party loan review company has also conducted two loan portfolio stress tests for the Bank to obtain a better understanding of potential loan losses over a two year period.

To support the focus on problem credit management the Bank further developed, in March, 2011, a Special Assets department which reports to the Chief Credit Officer. Presently, the department has one workout specialist/Vice President, one Vice President managing other real estate owned properties, an analyst, and two support personnel. Substantially all the credits in the Bank which are risk rated Special Mention or worse are assigned to this department once all efforts to return the credit to a satisfactory rating have been exhausted. This department is organizationally structured to manage workout situations, collections, other real estate owned, nonperforming assets, watch list credits, and the Bank’s legal department. New reporting and monitoring is conducted monthly by this division. Material changes to Special Asset credits are reported to the Board at the time of occurrence and, quarterly, the Board receives written action plans and status updates on all problem credits in excess of $1.0 million. A quarterly management watch list committee has been established to actively manage and monitor these credits.

A new allowance for loan loss model was implemented and reviewed independently during 2010. The Board has approved a new allowance for loan loss policy. We have shifted duties for maintaining the allowance for loan loss model and credit reporting to a more experienced employee. The allowance for loan loss and the methodology supporting the results are approved quarterly by the Audit Committee of the Board of Directors, and ratified by the Board.

10.

We have significantly increased our asset based liquidity sources throughout 2010, 2011, 2012 and 2013 to meet financial obligations. A new liquidity risk management policy has been adopted and a revised contingency funding plan has been created. We have lost all of our federal funds lines of credit, but we have added an internet certificate of deposit funding source to increase contingent funding sources. We believe that we have adequate liquidity in normal and stressed situations. We are further developing an investment portfolio, as well. The investment portfolio has grown to $71.2 million at September 30, 2013 from $4.7 million at December 31, 2010.

11.

In the fourth quarter of 2009, we ceased the declaration of dividends from the Bank to the Company. We also deferred interest payments on our trust preferred securities issuances.

12.

Anti-money laundering and bank secrecy act programs and training have been enhanced.

Overview

The third quarter of 2013 shows a continued positive trend in earnings, capital, and improved asset quality.

The Company had net income for the quarter ended September 30, 2013 of $447 thousand as compared to a net loss of $1.5 million for the quarter ended September 30, 2012. Year-to-date September 30, 2013, the Company had net income of $1.5 million as compared to a net loss of $6.5 million for the same period in 2012. Basic net income per share was $0.02 for the quarter ended September 30, 2013 as compared to basic net loss per share of $0.14 for the quarter ended September 30, 2012. Basic net income per share was $0.07 for the nine months ended September 30, 2013 as compared to a net loss per share of $0.64 for the nine months ended September 30, 2012. The net income for the nine months ended September 30, 2013 is primarily the result of the decreases in the other real estate owned expenses, a reduction of loan loss provision, cost savings in operational expenses through various initiatives taken in prior periods, and no income tax expense when compared to the nine months ended September 30, 2012.

In the third quarter of 2013, our net interest margin was 4.01%, as compared to 4.20% for the same period in 2012 due to the decrease in net interest income of $498 thousand during the third quarter of 2013 as compared to the same period in 2012 primarily related to a decreased loan portfolio, continued high level of nonperforming assets, and new loans being booked at lower interest rates. In addition, our cost of funds has decreased; however, this decrease has been at a slower pace than the decrease in interest income.

Total deposits decreased $28.7 million from $652.9 million at December 31, 2012 to $624.2 million at September 30, 2013 as we have experienced shrinkage in savings and time deposits due to the interest rate environment which is helping us lower our cost of funds and improve our capital ratios through increased earnings and decreased assets.

Total assets decreased to $690.8 million, or 3.92%, from $719.0 million at December 31, 2012. We have intentionally reduced our asset size in an attempt to improve our capital position and manage our net interest margin by reducing higher cost funding. We foresee total assets to maintain around current levels in the near future as we manage to maintain the level of earning assets and continue to improve net income.

At September 30, 2013, the Company remains well-capitalized. The Tier 1 leverage ratio was 7.41% at September 30, 2013, compared to 7.05% at December 31, 2012. The Tier 1 risk based ratio was 12.47% at September 30, 2013, compared to 11.56% at December 31, 2012. The Total risked based capital ratio was 14.32% at September 30, 2013, compared to 13.51% at December 31, 2012.

At September 30, 2013, the Bank also remains well capitalized under the regulatory framework for prompt corrective action. The following ratios existed at September 30, 2013 for the Bank: Tier 1 leverage ratio of 7.47%, Tier 1 risk based capital ratio of 12.58%, and Total risk based capital ratio of 13.85%. The ratios were as follows at December 31, 2012: Tier 1 leverage ratio of 7.08%, Tier 1 risk based capital ratio of 11.60%, and Total risk based capital ratio of 12.88%.

Total loans decreased $21.4 million, to $501.0 million at September 30, 2013 from $522.4 million at year end 2012 primarily in adversely classified loans. Loans rated substandard decreased $12.2 million, or 19.73%, to $49.9 million at September 30, 2013 from $62.1 million at December 31, 2012. The remaining loan portfolio remained relatively unchanged. The reduction in the adversely classified loans is the result of charge offs of $4.0 million for the first nine months of 2013, foreclosures, and the resolution of problem loans. The remaining portfolio maintained levels as we continue to serve our customers by renewing existing credits and pursuing new loans to qualified borrowers. We anticipate some further decreases in the loan portfolio in the near future as we decrease nonperforming loans. However, lending personnel are focused on developing new and existing lending relationships which should continue to slow the pace of the reduction and maintain current levels in total loans subject, of course, to the impact of the underperforming economy and heightened competition in the banking industry.

Although asset quality is improving, nonperforming assets are higher than we desire as a result of the prolonged deterioration of the residential and commercial real estate markets, as well as the recessionary period. The ratio of nonperforming assets to total assets lowered to 6.54% at September 30, 2013 as compared to 6.67% at December 31, 2012. Nonperforming assets, which include nonaccrual loans, other real estate owned and past due loans greater than 90 days still accruing interest, decreased to $45.2 million at September 30, 2013 from $48.0 million at December 31, 2012, a reduction of $2.8 million, or 5.74%. The majority of these assets are commercial real estate, residential mortgages, and farmland real estate secured loans and other real estate owned properties. We are undertaking extensive efforts to work out these credits and liquidate foreclosed properties. This will take some time, but overall we believe we are making progress. In the first nine months of 2013, net charge offs were $3.2 million as compared to $4.9 million in the same period of 2012. Total net charge offs for the third quarter totaled $37 thousand, or 1.17% of year-to-date charge offs with a majority of the charge offs year-to-date occurring in the first quarter of 2013. Net charge offs for the year were related to real estate construction loans and commercial loans with collateral values that are dependent upon current market and economic conditions when these are ascertainable.

Delinquencies also showed improvement in the third quarter of 2013 as total past dues decreased to $29.7 million at September 30, 2013 from $39.5 million at December 31, 2012, an improvement of $9.8 million, or 24.65% decrease.

The continued improvements in asset quality during the third quarter of 2013 warranted no provisions for loan losses as compared to $967 thousand in loan loss provisions in the same period for 2012. At September 30, 2013, our allowance for loan losses totaled $14.2 million, or 2.84% of total loans, as compared to $16.8 million, or 3.22% of total loans as of December 31, 2012. At September 30, 2012 our allowance for loan losses totaled $17.6 million, or 3.26% of total loans. The allowance for loan losses is being maintained at a level that management deems appropriate to absorb any potential future losses and known impairments within the loan portfolio whether or not the losses are actually ever realized. We continue to modify the allowance for loan loss model to best reflect the risks in the portfolio and the improvements made in our internal policies and procedures.

Critical Accounting Policies

For discussion of our significant accounting policies see our Annual Report on Form 10-K for the year ended December 31, 2012. Certain critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements. Our most critical accounting policies relate to our provision for loan losses and the calculation of our deferred tax asset and valuation allowance.

The provision for loan losses reflects the estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our borrowers were to further deteriorate, resulting in an impairment of their ability to make payments, our estimates would be updated, and additional provisions could be required. For further discussion of the estimates used in determining the allowance for loan losses, we refer you to the section on “Provision for Loan Losses” below.

Our deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. If all or a portion of the net deferred tax asset is determined to be unlikely to be realized in the foreseeable future, a valuation allowance is established to reduce the net deferred tax asset to the amount that is more likely than not to be realized. For further discussion of the deferred tax asset and valuation allowance, we refer you to the section on “Deferred Tax Asset and Income Taxes” below.

Balance Sheet Changes

At September 30, 2013, total assets were $690.8 million, a decrease of $28.2 million, or 3.92%, over December 31, 2012. Total deposits decreased $28.7 million, or 4.39%, for the first nine months of 2013 to $624.2 million from $652.9 million at December 31, 2012. Total loans decreased $21.4 million, or 4.09%, to $501.0 million at September 30, 2013 from $522.4 million at December 31, 2012.

Core deposits increased as noninterest bearing deposits increased 2.09%, or $2.1 million, from $98.4 million at December 31, 2012 to $100.5 million at September 30, 2013. Overall, we continue to maintain core deposits through attractive consumer and commercial deposit products and strong ties with our customer base and communities. We experienced an increase of $1.1 million in interest bearing demand deposits during the first nine months of 2013. We continue our efforts to increase core deposit levels

We experienced a decrease of $12.4 million in savings deposits and a decrease in time deposits of $19.5 million during the first nine months of 2013. This is the result of decreased interest rates offered in this very low interest rate environment and some short term funds have withdrawn to seek other investment opportunities. We expect to continue to lose higher cost and rate sensitive deposits in the near future, but at a decreased pace than in the past. However, we monitor deposits to ensure that we maintain adequate liquidity levels. We believe, despite the deposit decrease, we have adequate liquidity.

Total loans decreased to $501.0 million at September 30, 2013 from $522.4 million at year end 2012 primarily by reducing adversely classified loans as the result of charge offs of $4.0 million for the first nine months of 2013, foreclosures and effectively working with our borrowers. We plan to maintain the level of the loan portfolio as we reduce certain risks to various industry sectors that have posed higher risks in recent times and resolve nonperforming loans, while we increase lower risk loan production that offsets the reductions as mentioned. We remain committed to serving our customers. Our lending personnel continue to receive training to meet the needs of our customers and to develop new business with qualified borrowers that will ensure a stronger loan portfolio in the future.

Other real estate owned increased $240 thousand to $14.1 million at September 30, 2013 from $13.9 million at December 31, 2012. We anticipate total other real estate owned to increase in the near future as we foreclose on real estate collateralized loans. All properties are available for sale by commercial and residential realtors under the direction of our Special Assets division. During the first nine months of 2013, we acquired $5.4 million in other real estate owned as a result of settlement of foreclosed loans, which was offset by sales of $4.4 million of our properties with losses of $356 thousand realized as a result of the sales. We also recorded writedowns on other real estate owned properties in the amount of $149 thousand for the first nine months of 2013. This was due to the receipt of updated valuations on the other real estate owned properties, which showed a lower fair value than our carrying amount of the properties, and accordingly we recorded a writedown on the properties. Future sales of these properties are contingent upon an economic recovery; consequently, it is difficult to estimate the duration of our ownership of these assets. We have designated employees to monitor other real estate owned properties to ensure proper fair market values of these assets and to ensure that maintenance and improvements are made to make these properties more marketable.

Net Interest Income and Net Interest Margin

Net interest income decreased $498 thousand, or 7.36%, to $6.3 million for the third quarter of 2013 from $6.8 million for the same period in 2012. This is the result of decreased interest income from new and renewed loans recorded at lower interest rates and a higher level of nonaccrual loans of $31.1 million at September 30, 2013 which negatively affects the net interest margin as these loans are nonearning assets. As a result our net interest margin decreased to 4.01% in the third quarter of 2013 as compared to 4.20% for the same period in 2012. We are trying to preserve the net interest margin, but we may experience some decrease in the net interest margin as new and renewed loans are sometimes priced at lower market interest rates and as opportunities decrease to lower our cost of funds since repricing of deposits will be close to existing interest rates in the future. Because of the tightening of our underwriting, loan pricing may be lower than historically; however, typically more conservative underwriting reduces the likelihood of future loan losses. Loan losses negatively impact earnings through various related expenses, for example, loan loss provisions, collection expenses, etc.

With regard to recognition of interest income on impaired loans, interest income and cash receipts on impaired loans are handled differently depending on whether or not the loan is on nonaccrual status. If the impaired loan is not on nonaccrual status, then the interest income on the loan is computed using the effective interest method. If there is serious doubt about the collectability of an impaired loan, it is the Bank’s policy to stop accruing interest on a loan and classify that loan as nonaccrual under the following circumstances: (a) whenever we are advised by the borrower that scheduled payment or interest payments cannot be met, (b) when our best judgment indicates that payment in full of principal and interest can no longer be expected, or (c) when any such loan or obligation becomes delinquent for 90 days unless it is both well secured and in the process of collection. All interest accrued but not collected for loans that are placed on nonaccrual or charged off are reversed against interest income. The interest on these loans is accounted for on the cash basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and prospects for future contractual payments are reasonably assured. In addition, funds generated from a shrinking loan portfolio are reinvested at lower interest rates in both overnight deposits for liquidity purposes and in investment securities. If nonaccruing loans increase, it may reduce our net interest margin further. We continue to manage our yields on assets and our costs of funds to attempt to improve the net interest margin.

As mentioned earlier, our loan portfolio has decreased and as a result the interest income generated by these higher earning assets has been redeployed into investment securities, a lower yielding asset. The overall effect is a decrease in the interest income of the Bank.

Although our cost of funds has decreased due to deposits repricing at lower interest rates, the rate of this decrease in interest costs is not consistent with the rate of decrease in interest income; consequently, this is causing net interest income to decrease overall.

Noninterest Income

Noninterest income increased $112 thousand, or 8.27%, to $1.5 million in the third quarter of 2013 from $1.4 million for the same period in 2012. During the third quarter of 2013 we had no realized gains on the sale of investment securities. We expect noninterest income to remain flat throughout 2013 as a result of regulatory changes; however, we continue to seek opportunities to improve noninterest income. As a part of these efforts, NPB Insurance Services, Inc., the Bank’s subsidiary, a full-service insurance agency, began operations in the first quarter of 2013, dealing in personal and group life, property and casualty, health, and disability products.

Noninterest Expense

Noninterest expense decreased $559 thousand, or 7.13%, to $7.3 million for the third quarter 2013 as compared to $7.8 million for the third quarter of 2012. The following are explanations of the decrease in non-interest expenses for 2013 as compared to 2012.

Salaries and benefits decreased $55 thousand in the quarter-to-quarter comparison from $3.4 million at September 30, 2012 to $3.3 million for the same period in 2013. Total full time equivalent employees have decreased to 272 at September 30, 2013 from 289 at September 30, 2012, a reduction of 17, or 5.88%. We are continuing to focus on managing salary and benefits expenses.

Other real estate owned and repossessed asset expenses decreased $382 thousand or 33.51%, to $758 thousand for the third quarter 2013 as compared to $1.1 million for the same period in 2012. Writedowns on other real estate owned decreased $486 thousand from $667 thousand during the third quarter of 2012 to $181 thousand during the third of 2013. In the third quarter of 2013 we had a net loss on the sale of other real estate owned property of $383 thousand compared to a net loss of $182 thousand during the same period in 2012. We believe that other real estate owned write-downs may continue to reduce from the past as these have been primarily related to construction and development type properties that have been significantly impacted due to recent market valuation trends and foreclosed properties are held at current market values in a stabilized market.

Our efficiency ratio, which is defined as noninterest expense divided by the sum of net interest income plus noninterest income, was 94.14% for the third quarter of 2013 as compared to 96.55% for the same period in 2012. Included in this calculation are the other real estate owned write-downs which significantly and negatively impact the ratio. During the third quarter of 2013, we engaged an outside consultant to evaluate our operational efficiencies. Based on the recommendations we plan to implement, we anticipate the efficiency ratio to improve in the future as we realize cost savings from operational improvements.

Provision for Loan Losses

The calculation of the allowance for loan losses is considered a critical accounting policy. The adequacy of the allowance for loan losses is based upon management’s judgment and analysis. The following factors are included in our evaluation of determining the adequacy of the allowance: risk characteristics of the loan portfolio, current and historical loss experience, concentrations and internal and external factors such as general economic conditions.

The allowance for loan losses decreased to $14.2 million at September 30, 2013 as compared to $16.8 million at December 31, 2012. The allowance for loan losses at September 30, 2013 was approximately 2.84% of total loans as compared to 3.22% at December 31, 2012 and 3.26% at September 30, 2012. Net loans charged off for the first nine months of 2013 were $3.2 million, or 0.82% of average loans, and $4.9 million, or 1.15% of average loans, for the first nine months of 2012. No provision for loan losses was made during the third quarter of 2013 as compared with $967 thousand in the same period for 2012. Year-to-date provisions for loan losses are $550 thousand and $4.1 million for the nine months ended September 30, 2013 and 2012, respectively, a reduction of $3.6 million.

We have experienced a decrease in loan delinquencies and nonaccrual loans during the first nine months of 2013. Loans delinquent greater than 90 days still accruing interest and loans in non-accrual status present higher risks of default and loan losses. At September 30, 2013, there were 130 loans in non-accrual status totaling $31.1 million, or 6.21% of total loans. At December 31, 2012, there were 112 loans in non-accrual status totaling $33.5 million, or 6.42% of total loans. The amounts of interest that would have been recognized on these loans were $375 thousand and $1.1 million for the nine months ended September 30, 2013 and 2012, respectively. There were no loans past due 90 days or greater and still accruing interest at September 30, 2013 compared to 15 loans past due 90 days or greater and still accruing interest totaling $511 thousand, or 0.10% of total loans at year end 2012. There were $14.8 million in loans classified as troubled debt restructurings as of September 30, 2013 as compared to $20.0 million in loans classified as troubled debt restructurings as of December 31, 2012. Of the loans classified as troubled debt restructurings at September 30, 2013, $7.7 million were in non-accrual status, compared to $5.4 million at December 31, 2012. We do not have any commitments to lend additional funds to non-performing debtors.

Certain risks exist in the Bank’s loan portfolio. A majority of our loans are collateralized by real estate located in our market area. It is our policy to sufficiently collateralize loans to help minimize loss exposures in case of default. With the exception of real estate development type properties which have experienced more deterioration in market values, the local residential and commercial real estate market values have shown some deterioration but remain relatively stable. It is uncertain as to when or if local real estate values will be more significantly impacted. We do not believe that there will be a severely negative effect in our market area, but because of the uncertainty we deem it prudent to assign more of the allowance to these types of loans. Our market area is somewhat diverse, but certain areas are more reliant upon

agriculture, coal mining and natural gas. As a result, increased risk of loan impairments is possible as the coal mining and natural gas industry have been negatively affected in the past year due to layoffs and environmental legislation. We do not foresee a major impact upon the Bank unless a severe downturn occurs which we believe is not highly likely. We are monitoring these industries. We consider these factors to be the primary higher risk characteristics of the loan portfolio.

Commercial loans are initially risk rated by the originating loan officer. If deteriorations in the financial condition of the borrower and the capacity to repay the debt occur, along with other factors, the loan may be downgraded. This is to be determined by the loan officer. Guidance for the evaluation is established by the regulatory authorities who periodically review the Bank’s loan portfolio for compliance. Classifications used by the Bank are exceptional, very good, standard, acceptable, transitory risk, other assets especially mentioned, substandard, doubtful and loss. For the year 2012, we engaged a third party loan review firm to conduct semiannual loan reviews and have engaged them to perform this function in 2013 on a semiannual basis. Our most recent loan review was conducted in June 2013. Upon these reviews, loans risk ratings may change from the rating assigned by the respective lender. We have experienced fewer rating changes in more recent reviews indicating better risk identification for the loan portfolio in light of the experience from the severe recession.

In regards to our consumer loans and consumer real estate loan portfolio, the Company uses a conservative approach for our risk grading and timing of charge offs on these loans. This approach is based on the guidance found in the Uniform Retail Credit Classification and Account Management Policy and as a result affects our estimate of the allowance for loan losses. Under this approach when a consumer loan or consumer real estate loan is originated, it must possess qualities of a credit risk grade of Pass for approval and will remain with the initial risk rating through maturity unless there is a deterioration in the credit quality of the loan. Subsequently, if the loan becomes contractually 90 days past due or the borrower files for bankruptcy protection, it is downgraded to Substandard. At 90 days past due, or earlier if the customer has filed bankruptcy, the collateral value less estimated liquidation costs is compared to the loan balance to calculate any potential deficiency. If there is sufficient collateral, no charge-off is necessary. If there is a deficiency, then within 30 days of the loan becoming 90 days past due, or within 60 days of bankruptcy notice, the deficiency is charged-off against the allowance for loan loss. If the loan is unsecured, upon being deemed Substandard, the entire loan amount is charged off. Collection efforts continue by means of working with our customers, repossessions or foreclosures, and upon bank ownership, liquidation ensues.

All loans classified as substandard, doubtful and loss are individually reviewed for impairment. In determining impairment, collateral for loans classified as substandard, doubtful and loss is reviewed to determine if the collateral is sufficient for each of these credits, generally through the review of the appraisal. If the appraisal is current, less than twelve months old, and has been reviewed, then if no negative information regarding the appraised value is obtained, the value is accepted, and impairment, if required is made. If the appraisal is not current, we perform a useful life review of the appraisal to determine if it is reasonable. If this review determines that the appraisal is not reasonable, then a new appraisal is ordered, in most cases. Impaired loans decreased to $45.5 million with $18.6 million requiring a valuation allowance of $3.4 million at September 30, 2013 as compared to $65.2 million with $28.1 million requiring a valuation allowance of $5.9 million at December 31, 2012. Of the $45.5 million recorded as impaired loans, $27.0 million were nonperforming loans, which includes nonaccrual loans and past due 90 days or more. Management is aggressively working to reduce the impaired credits at minimal loss.

In determining the component of our allowance in accordance with the Contingencies topic of the Accounting Standards Codification (ASC 450), we do not directly consider the potential for outdated appraisals since that portion of our allowance is based on the analysis of the performance of loans with similar characteristics, external and internal risk factors. We consider the overall quality of our underwriting process in our internal risk factors, but the need to update appraisals is associated with loans identified as impaired under the Receivables topic of the Accounting Standards Codification (ASC 310). If an appraisal is older than one year, a new external certified appraisal may be obtained and used to determine impairment. If an exposure exists, a specific allowance is directly made for the amount of the potential loss in addition to estimated liquidation and disposal costs. The evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

Deferred Tax Asset and Income Taxes

Due to timing differences between book and tax treatment of several income and expense items, a deferred tax asset of $5.3 million existed at September 30, 2013 compared to $4.7 million at December 31, 2012. During the first nine months of 2013 we reversed $428 thousand of our deferred tax asset valuation allowance as compared to a $4.1 million valuation allowance which was recognized in the first nine months of 2012. The total valuation allowance was $6.4 million at September 30, 2013 compared to $6.8 million at December 31, 2012. Management reviewed the September 30, 2013 deferred tax calculation to determine the need for a valuation allowance. Based on the trend of reduced levels of earning assets and net interest income, we modified the projections of taxable income over the next three years and determined that no additional deferred tax asset valuation allowance was required. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. In management’s opinion, based on a three year taxable income projection, tax strategies which would result in potential increased investment income, and the effects of off-setting deferred tax liabilities, it is more likely than not that all the deferred tax assets, net of the $6.4 million allowance, would be realizable.

Included in deferred tax assets are the tax benefits derived from net operating loss carryforwards totaling $5.2 million. Management expects to utilize all of these carryforwards prior to expiration. Direct charge-offs contributed to a reduction of the tax asset and are permitted as tax deductions. In addition, writedowns on other real estate owned property are expensed for book purposes but are not deductible for tax purposes until disposition of the property. Goodwill expense also was realized for book purposes in 2011 but continues to only be tax deductible based on the statutory requirements; thus, creating a deferred tax asset. At September 30, 2013, year-to-date taxable income produced an income tax expense of $520 thousand. This amount was applied against the net operating loss carryforward resulting in no income tax expense year-to-date in 2013. Taxable income in the future and during the net operating loss carryforward period resulting in income tax expenses is expected to be applied to the net operating loss carryforward until the carryforward is depleted. When, and if, taxable income trends continue and asset quality improves, the entire valuation allowance previously recorded and remaining may be reversed and used to decrease tax obligations in the future. Our income tax expense was computed at the normal corporate income tax rate of 34% of taxable income included in net income. We do not have significant nontaxable income or nondeductible expenses.

Capital Resources

Total capital at the end of the second quarter of 2013 was $40.1 million as compared to $39.9 million at the end of December 31, 2012. The Bank and the Company were both well capitalized as of September 30, 2013, as defined by the regulatory capital guidelines. The Company’s capital as a percentage of total assets was 5.81% at September 30, 2013 compared to 5.54% at December 31, 2012. Book value per common share was $1.83 at September 30, 2013 compared to $1.82 at December 31, 2012.

Total assets decreased during the first nine months of 2013 and we anticipate sustained asset levels to be the trend in the future. Our primary source of capital comes from retained earnings. We developed a new strategic plan and capital plan in 2012. Under current economic conditions, we believe it is prudent to continue to increase capital to absorb potential losses that may occur if asset quality deteriorates further. We are aware that capital needs and requirements are affected by the level of problem assets, growth, earnings and other factors. As part of our initiative to improve regulatory capital ratios, we are further reducing our higher risk assets, which results in a shrinking loan portfolio. Deposit growth is primarily focused on growing core deposits, which are mainly transaction accounts, commercial relationships and savings products. We are focused on improving earnings by maintaining a strong net interest margin and decreasing overhead expenses. We are fully implementing this strategy to increase capital. However, these efforts alone may not provide us adequate capital if further loan losses are realized.

No cash dividends have been paid historically and none are anticipated in the foreseeable future. Earnings will continue to be retained to build capital.

Liquidity

We closely monitor our liquidity and our liquid assets in the form of cash, due from banks, federal funds sold, and unpledged available for sale investments were $117.1 million at September 30, 2013 down from $125.3 million at December 31, 2012. We plan to maintain surplus short-term assets at levels adequate to meet potential liquidity needs during 2013.

At September 30, 2013, all of our investments are classified as available-for-sale, providing an additional source of liquidity in the amount of $53.5 million, which is net of those securities pledged as collateral. This will primarily serve as a source of liquidity while yielding a higher return than other short term investment options, such as federal funds sold and overnight deposits with the Federal Reserve Bank. We have increased our investment portfolio from $49.6 million at December 31, 2012 to $71.2 million at September 30, 2013. Our strategy is to manage the portfolio with future purchases that reduce price risk in a rising interest rate environment and shorten the duration of these securities to be able to invest in higher yielding loans and investments when interest rates do rise again. At September 30, 2013, the investment portfolio decreased in fair market value as a result of an increase in longer term interest rates. This decrease in fair market value resulted in a net unrealized loss of $1.3 million, a $1.9 million decrease from the net unrealized gain at December 31, 2012 which was $616 thousand. We believe this may be a continued trend when interest rates increase; therefore, our strategy is to reduce the overall portfolio interest rate risk as interest rates may rise in the future.

Our loan to deposit ratio increased to 80.26% at September 30, 2013 from 80.01% at year end 2012. We anticipate this ratio to remain below 85% in the future. We can lower the ratio as management deems appropriate by managing the rate of growth in our loan portfolio and by offering special promotions to entice new deposits. This can be done by changing interest rates charged or limiting the amount of new loans approved.

Available third party sources of liquidity remain intact at September 30, 2013 which includes the following: our line of credit with the Federal Home Loan Bank of Atlanta, the brokered certificates of deposit markets, internet certificates of deposit, and the discount window at the Federal Reserve Bank of Richmond.

At September 30, 2013, we had borrowings from the Federal Home Loan Bank totaling $5.7 million as compared to $6.6 million at December 31, 2012. None are overnight and subject to daily interest rate changes. The borrowings have a maturity date in the year 2018, but reduce in principal amounts monthly. The decrease of $900 thousand was due to regularly scheduled principal payments. We also used our line of credit with the Federal Home Loan Bank to issue a letter of credit for $3.0 million in 2010 and $7.0 million in 2013 to the Treasury Board of Virginia for collateral on public funds. An additional $76.3 million was available on September 30, 2013 on the $91.9 million line of credit which is secured by a blanket lien on our residential real estate loans. Our line of credit increased during the second quarter of 2013 as a result of an improved rating assessed by the Federal Home Loan Bank due to our improving performance.

We have access to the brokered deposits market. Currently we have $2.7 million in 10 year term time deposits comprised of $3 thousand incremental deposits which yield an interest rate of 4.10%. With the exception of CDARS time deposits, we have no other brokered deposits. Though this has not been a strategy in the past, we may utilize this source in the future as a lower cost source of funds.

We are a member of an internet certificate of deposit network whereby we may obtain funds from other financial institutions at auction. We may invest funds through this network as well. Currently, we only intend to use this source of liquidity in a liquidity crisis event.

The Bank has access to additional liquidity through the Federal Reserve Bank discount window for overnight funding needs. We may collateralize this line with investment securities and loans at our discretion, however, we do not anticipate using this funding source except as a last resort.

Additional liquidity is expected to be provided by loan repayments, investment cashflows, and core deposit growth that will result from an increase in market share in our targeted trade area.

With the increased asset liquidity and other external sources of funding, we believe at the Bank level we have adequate liquidity and capital resources to meet our requirements and needs for the foreseeable future. However, liquidity can be further affected by a number of factors such as counterparty willingness or ability to extend credit, regulatory actions and customer preferences, some of which are beyond our control.

Concerning the Company’s liquidity, we have $4.4 million in cash as of September 30, 2013. These funds will be used to pay operating expenses, trust preferred interest payments (upon regulatory approval), and provide additional capital injections to the Bank, if needed. As of now, all interest payments to the trust preferred securities is deferred. In the event, trust preferred interest payments are no longer deferred, then the Company has the cash to meet this obligation without any reliance on the Bank. The current deferred liability totals $1.8 million and is anticipated to be paid in the first quarter of 2015 subject to regulatory approval.

As a result of the conversion of director notes and the common stock offering during 2012, a total of 2,370,900 common stock warrants were issued. The warrants are immediately exercisable over the next five years at a price of $1.75 per share. During the first nine months of 2013, 6,758 warrants were exercised, which reduced the number of warrants outstanding at September 30, 2013 to 2,364,142. When and if, these warrants are exercised, additional funds may be received by the Company, which provides potentially up to $4.1 million in additional liquidity and capital at the Company level. Additional contingent funding sources will be explored as available.

Off Balance Sheet Items and Contractual Obligations

There have been no material changes during the quarter ended September 30, 2013 to the off-balance sheet items and the contractual obligations disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2012.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4.

Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer (our “CEO”) and our Executive Vice President and Chief Financial Officer (our

“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were operating effectively in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended September 30, 2013 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Part II Other Information

Item 1.

Legal Proceedings

There are no pending or threatened legal proceedings to which the Company or any of its subsidiaries is a party or to which the property of the Company or any of its subsidiaries is subject that, in the opinion of management, may materially impact the financial condition of the Company.

We became aware of a lawsuit against the Bank in April 2010. This case involves a claim against the Bank by a joint venture between Bank customers, some of whom are former members of senior management, and three investors. The allegation is that the joint venture, VFI, should have priority over the Bank’s deed of trust in order for VFI’s unrecorded and unrecordable ground lease to be enforceable for its full ten year term. There are also additional claims for damages resulting from allegations that the Bank’s representatives imputed liability to the Bank based upon breach of fiduciary duty, fraud, and collaboration. The parties agreed to litigate the ground lease issue first and are now in negotiations to resolve all pending issues due to the fact that the business associated with the building has ceased and the building is vacant. Attempts to mediate this matter have been unsuccessful and a pretrial hearing was held in April 2013. We are awaiting the Judge’s opinion on this matter. Two of the three plaintiffs have withdrawn their claim in this matter. Management and Bank’s counsel believe VFI’s position is not supported by law or the facts presented.

Item 1A.

Risk Factors

Not Applicable.

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

Not Applicable

Item 5.

Other Information

Not Applicable

Item 6.

Exhibits

See Index of Exhibits.

SIGNATURES

Pursuant to 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.


		NEW PEOPLES BANKSHARES, INC.
		(Registrant)

By:		/s/ JONATHAN H. MULLINS
		Jonathan H. Mullins
		President and Chief Executive Officer

Date:		November 13, 2013

By:		/s/ C. TODD ASBURY
		C. Todd Asbury
		Executive Vice President and Chief Financial Officer

Date:		November 13, 2013

Index of Exhibits


No.		Description

2.1		Agreement and Plan of Share Exchange dated August 15, 2011 (incorporated by reference to Exhibit 2 to Form 8-K filed December 17, 2011).

3.1		Amended Articles of Incorporation of New Peoples Bankshares, Inc. (incorporated by reference to Exhibit 3.1 to Form 10-Q for the quarterly period ended June 30, 2008 filed on August 11, 2008).

3.2		Bylaws of New Peoples Bankshares, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 15, 2004).

4.1		Specimen Common Stock Certificate of New Peoples Bankshares, Inc. (incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarterly period ended June 30, 2012 filed on August 14, 2012).

4.2		Form of Warrant to Purchase Shares of Common Stock (incorporated by reference to Exhibit 4.2 to Form 10-Q for the quarterly period ended June 30, 2012 filed on August 14, 2012).

4.3		Form of Rights Certificate (incorporated by reference to Exhibit 4.3 to Form 10-Q for the quarterly period ended June 30, 2012 filed on August 14, 2012).

10.1*		New Peoples Bank, Inc. 2001 Stock Option Plan (incorporated by reference to Exhibit 10.1 to Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001).

10.2*		Form of Non-Employee Director Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Form 8-K filed November 30, 2004).

10.3*		Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Form 8-K filed November 30, 2004).

10.4*		Salary Continuation Agreement dated December 18, 2002 between New Peoples Bank, Inc. and Frank Sexton, Jr. (incorporated by reference to Exhibit 10.6 to Annual Report on Form 10-K for the fiscal year ended December 31, 2004).

10.5*		First Amendment dated June 30, 2003 to Salary Continuation Agreement between New Peoples Bank, Inc. and Frank Sexton, Jr. (incorporated by reference to Exhibit 10.7 to Annual Report on Form 10-K for the fiscal year ended December 31, 2004).

10.6*		Letter Agreement, dated as of June 29, 2009, between the Company and Kenneth D. Hart (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).

10.7		Written Agreement, effective August 4, 2010, by and among New Peoples Bankshares, Inc., New Peoples Bank, Inc., the Federal Reserve Bank of Richmond and the State Corporation Commission Bureau of Financial Institutions (incorporated by reference to Exhibit 10.1 to Form 8-K filed August 6, 2010).

10.8		Engagement Letters of Scott & Stringfellow, LLC (incorporated by reference to Exhibit 10.8 to Form 10-Q for the quarterly period ended June 30, 2012 filed on August 14, 2012).

10.9		Convertible Note Payable, B. Scott White, dated June 27, 2012 (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 29, 2012).

10.10		Convertible Note Payable, Harold Lynn Keene, dated June 27, 2012 (incorporated by reference to Exhibit 10.2 to Form 8-K filed June 29, 2012).

31.1		Certification by Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.

31.2		Certification by Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.

32		Certification by Chief Executive Officer and Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials for the Company’s 10-Q Report for the quarterly period ended September 30, 2013, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements, tagged as blocks of text.

*	Denotes management contract.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company