Village Bank & Trust Financial Corp. (Form: 10-Q, Received: 10/31/2014 16:27:44)

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, 2014

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number: 0-50765

VILLAGE BANK AND TRUST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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

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

804-897-3900

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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.

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

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

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

334,294 shares of common stock, $4.00 par value, outstanding as of October 21, 2014

Village Bank and Trust Financial Corp.

Form 10-Q

TABLE OF CONTENTS

Part I – Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets September 30, 2014 (unaudited) and December 31, 2013	3

Consolidated Statements of Operations For the Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)	4

Consolidated Statements of Changes in Comprehensive Income (Loss) For the Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)	5

Consolidated Statements of Stockholders’ Equity For the Nine Months Ended September 30, 2014 and 2013 (unaudited)	6

Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2014 and 2013 (unaudited)	7

Notes to Consolidated Financial Statements (unaudited)	8

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk	62

Item 4. Controls and Procedures	62

Part II – Other Information

Item 1. Legal Proceedings	63

Item 1A. Risk Factors	63

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 3. Defaults Upon Senior Securities	63

Item 4. Mine Safety Disclosures	63

Item 5. Other Information	63

Item 6. Exhibits	63

Signatures	65

Part I – Financial Information

ITEM 1 – FINANCIAL STATEMENTS

Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Balance Sheets

September 30, 2014 (Unaudited) and December 31, 2013

(dollar amounts in thousands, except per share amounts)

	September 30,			December 31,
	2014			2013
Assets
Cash and due from banks	$	13,895		$	15,221
Federal funds sold		30,937			24,988
Total cash and cash equivalents		44,832			40,209
Investment securities available for sale		55,515			57,748
Loans held for sale		7,298			8,371
Loans
Outstandings		275,123			286,563
Allowance for loan losses		(5,658	)		(7,239	)
Deferred fees and costs		666			683
		270,131			280,007
Other real estate owned, net of valuation allowance		14,003			16,742
Assets held for sale		13,438			13,359
Premises and equipment, net		13,621			12,409
Bank owned life insurance		6,902			6,765
Accrued interest receivable		1,567			1,486
Other assets		5,698			7,077

	$	433,005		$	444,173

Liabilities and Stockholders' Equity
Liabilities
Deposits
Noninterest bearing demand	$	65,218		$	57,244
Interest bearing		315,446			333,384
Total deposits		380,664			390,628
Federal Home Loan Bank advances		14,000			18,000
Long-term debt - trust preferred securities		8,764			8,764
Other borrowings		1,835			2,713
Accrued interest payable		1,120			1,093
Other liabilities		7,887			4,731
Total liabilities		414,270			425,929

Stockholders' equity
Preferred stock, $4 par value, $1,000 liquidation preference, 1,000,000 shares authorized, 14,738 shares issued and outstanding		59			59
Common stock, $4 par value, 10,000,000 shares authorized; 334,294 shares issued and outstanding at September 30, 2014 333,644 shares issued and outstanding at December 31, 2013		1,337			21,353
Additional paid-in capital		58,124			38,054
Accumulated deficit		(39,829	)		(38,066	)
Common stock warrant		732			732
Discount on preferred stock		-			(50	)
Stock in directors rabbi trust		(878	)		(878	)
Directors deferred fees obligation		878			878
Accumulated other comprehensive loss		(1,688	)		(3,838	)
Total stockholders' equity		18,735			18,244

	$	433,005		$	444,173

See accompanying notes to consolidated financial statements.

Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Statements of Operations

Three and Nine Months Ended September 30, 2014 and 2013

(Unaudited)

(dollar amounts in thousands, except per share amounts)

	Three Months Ended						None Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Interest income
Loans	$	3,814		$	4,459		$	11,579		$	14,224
Investment securities		304			324			958			751
Federal funds sold		19			18			64			71
Total interest income		4,137			4,801			12,601			15,046

Interest expense
Deposits		751			850			2,304			2,843
Borrowed funds		(22	)		167			423			610
Total interest expense		729			1,017			2,727			3,453

Net interest income		3,408			3,784			9,874			11,593
Provision for loan losses		-			-			100			823
Net interest income after provision for loan losses		3,408			3,784			9,774			10,770

Noninterest income
Service charges and fees		589			646			1,673			1,791
Gain on sale of loans		1,290			2,126			3,453			6,454
Gain on sale of assets		-			-			3			598
Gain (loss) on sale of investment securities		(14	)		-			(14	)		217
Rental income		226			214			732			657
Other		99			99			338			396
Total noninterest income		2,190			3,085			6,185			10,113

Noninterest expense
Salaries and benefits		2,659			3,054			8,108			8,980
Commissions		338			580			907			1,612
Occupancy		397			502			1,272			1,589
Equipment		146			166			529			523
Supplies		77			100			243			324
Professional and outside services		615			500			1,896			1,823
Advertising and marketing		81			50			220			192
Expenses related to foreclosed real estate		364			1,301			1,051			3,576
Other operating expenses		787			883			2,434			2,453
Total noninterest expense		5,464			7,136			16,660			21,072

Income (loss) before income tax expense (benefit)		134			(267	)		(701	)		(189	)
Income tax expense (benefit)		-			-			-			-

Net income (loss)		134			(267	)		(701	)		(189	)

Preferred stock dividends and amortization of discount		545			221			1,062			664

Net loss available to common shareholders	$	(411	)	$	(488	)	$	(1,763	)	$	(853	)

Loss per share, basic and diluted ⁽¹⁾	$	(1.23	)	$	(1.84	)	$	(5.28	)	$	(3.21	)

See accompanying notes to consolidated financial statements.

⁽¹⁾ Earnings per share have been affected for reverse stock split

Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Statements of Changes in Comprehensive Income (Loss)

Three and Nine Months Ended September 30, 2014 and 2013

(Unaudited)

(dollar amounts in thousands)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2014		2013			2014			2013

Net income (loss)	$	134	$	(267	)	$	(701	)	$	(189	)
Other comprehensive income (loss)
Unrealized holding gains (losses) arising during the period		84		(597	)		3,234			(4,302	)
Tax effect		28		(203	)		1,099			(1,463	)
Net change in unrealized holding gains (losses) on securities available for sale, net of tax		56		(394	)		2,135			(2,839	)

Reclassification adjustment
Reclassification adjustment for (gains) losses realized in income (loss)		14		-			14			(217	)
Tax effect		5		-			5			(74	)
Reclassification for (gains) losses included in net income (loss), net of tax		9		-			9			(143	)

Minimum pension adjustment		3		3			9			9
Tax effect		1		1			3			3
Minimum pension adjustment, net of tax		2		2			6			6

Total other comprehensive income (loss)		67		(392	)		2,150			(2,976	)

Total comprehensive income (loss)	$	201	$	(659	)	$	1,449		$	(3,165	)

See accompanying notes to consolidated financial statements.

Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Statements of Stockholders' Equity

Nine Months Ended September 30, 2014 and 2013

(Unaudited)

(dollar amounts in thousands)

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

Balance, December 31, 2013	$	59	$	21,353		$	38,054		$	(38,066	)	$	732	$	(50	)	$	(878	)	$	878	$	(3,838	)	$	18,244
Amortization of preferred stock discount		-		-			-			(50	)		-		50			-			-					-
Preferred stock dividend		-		-			-			(1,012	)		-		-			-			-		-			(1,012	)
Reverse stock split		-		(20,019	)		20,019																			-
Issuance of common stock				3			(11	)																		(8	)
Stock based compensation		-		-			62			-			-		-			-			-					62
Minimum pension adjustment		-					-
(net of income taxes of $3)		-		-			-			-			-		-			-			-		6			6
Net loss		-		-						(701	)		-		-						-		-			(701	)
Change in unrealized gain (loss) on investment securities available-for-sale, net of reclassification and tax effect		-		-			-			-			-		-			-			-		2,144			2,144

Balance, September 30, 2014	$	59	$	1,337		$	58,124		$	(39,829	)	$	732	$	-		$	(878	)	$	878	$	(1,688	)	$	18,735

Balance, December 31, 2012	$	59	$	17,007		$	40,705		$	(33,173	)	$	732	$	(199	)	$	-		$	-	$	(166	)	$	24,965
Amortization of preferred stock discount		-								(112	)		-		112			-			-		-			-
Preferred stock dividend		-		-						(552	)		-		-			-			-		-			(552	)
Stock based compensation		-		-			6																			6
Minimum pension adjustment
(net of income taxes of $3)		-		-			-			-			-		-			-			-		6			6
Net loss		-		-			-			(189	)		-		-			-			-		-			(189	)
Change in unrealized gain (loss) on investment securities available-for-sale, net of reclassification and tax effect		-		-			-			-			-		-			-			-		(2,982	)		(2,982	)

Balance, September 30, 2013	$	59	$	17,007		$	40,711		$	(34,026	)	$	732	$	(87	)	$	-		$	-	$	(3,142	)	$	21,254

See accompanying notes to consolidated financial statements.

Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Statements of Cash Flows

NIne Months Ended September 30, 2014 and 2013

(Unaudited)

(dollar amounts in thousands)

	2014			2013

Cash Flows from Operating Activities
Net loss	$	(701	)	$	(189	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		482			981
Deferred income taxes		(324	)		(41	)
Valuation allowance deferred income taxes		324			-
Provision for loan losses		100			823
Write-down of other real estate owned		751			1,282
Valuation allowance other real estate owned		(495	)		-
(Gain) Loss on securities sold		14			(217	)
Gain on loans sold		(3,453	)		(6,454	)
Gain on sale of premises and equipment		(3	)		(598	)
(Gain) Loss on sale of other real estate owned		(199	)		326
Stock compensation expense		62			6
Proceeds from sale of mortgage loans		128,465			235,276
Origination of mortgage loans for sale		(123,939	)		(219,160	)
Amortization of premiums and accretion of discounts on securities, net		304			313
Decrease (increase) in interest receivable		(81	)		159
Increase in bank owned life insurance		(137	)		(144	)
Decrease in other assets		205			4,356
Increase in interest payable		27			142
Increase (decrease) in other liabilities		2,142			(1,062	)
Net cash provided by operating activities		3,544			15,799

Cash Flows from Investing Activities
Purchases of available for sale securities		-			(54,106	)
Proceeds from the sale or calls of available for sale securities		5,162			15,534
Net decrease in loans		4,401			44,420
Proceeds from sale of other real estate owned		8,057			4,125
Purchases of premises and equipment		(1,708	)		(520	)
Proceeds from sale of premises and equipment		17			1,681
Net cash provided by investing activities		15,929			11,134

Cash Flows from Financing Activities
Issuance of common stock		(8	)		-
Net decrease in deposits		(9,964	)		(34,727	)
Net decrease in Federal Home Loan Bank Advances		(4,000	)		(10,000	)
Net decrease in other borrowings		(878	)		(1,562	)
Net cash used in financing activities		(14,850	)		(46,289	)

Net increase (decrease) in cash and cash equivalents		4,623			(19,356	)
Cash and cash equivalents, beginning of period		40,209			53,131

Cash and cash equivalents, end of period	$	44,832		$	33,775

Supplemental Disclsoure of Cash Flow Information
Cash payments for interest	$	2,536		$	3,117
Supplemental Schedule of Non Cash Activities
Real estate owned assets acquired in settlement of loans	$	5,375		$	5,181
Dividends on preferred stock accrued	$	1,012		$	552

See accompanying notes to consolidated financial statements.

Village Bank and Trust Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements

Three and Nine Months Ended September 30, 2014 and 2013

(Unaudited)

Note 1 - Principles of presentation

Village Bank and Trust Financial Corp. (the “Company”) is the holding company of Village Bank (the “Bank”). The consolidated financial statements include the accounts of the Company, the Bank and the Bank’s subsidiary. All material intercompany balances and transactions have been eliminated in consolidation.

On August 6, 2014, the Company filed Articles of Amendment to its Articles of Incorporation with the Virginia State Corporation Commission to effect a reverse stock split of its outstanding common stock which became effective on August 8, 2014. As a result of the reverse split, every sixteen shares of the Company’s issued and outstanding common stock were consolidated into one issued and outstanding share of common stock . The computations of basic and diluted earnings per share have been adjusted retroactively to reflect the reverse stock split.

In the opinion of management, the accompanying condensed consolidated financial statements of the Company have been prepared on the accrual basis in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, all adjustments that are, in the opinion of management, necessary for a fair presentation have been included. The results of operations for the three and nine month periods ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year ending December 31, 2014. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes to financial statements that are presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission.

The Company has evaluated events and transactions occurring subsequent to the consolidated balance sheet date of September 30, 2014 for items that should potentially be recognized or disclosed in these consolidated financial statements. The evaluation was conducted through the date these consolidated financial statements were issued.

Note 2 - Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheets and statements of operations for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change include the determination of the allowance for loan losses and its related provision, and the estimate of the fair value of assets held for sale.

Note 3 - Earnings (loss) per common share

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Numerator
Net income (loss) - basic and diluted	$	134		$	(267	)	$	(701	)	$	(189	)
Preferred stock dividend and accretion		545			221			1,062			664
Net loss available to common shareholders	$	(411	)	$	(488	)	$	(1,763	)	$	(853	)

Denominator
Weighted average shares outstanding - basic		334			266			334			266
Dilutive effect of common stock options and restricted stock awards		-			-			-			-

Weighted average shares outstanding - diluted		334			266			334			266

Loss per share - basic and diluted	$	(1.23	)	$	(1.84	)	$	(5.28	)	$	(3.21	)

Outstanding options and warrants to purchase common stock were considered in the computation of diluted earnings per share for the periods presented. Stock options for 6,830 were not included in computing diluted earnings per share for the three and nine months ended September 30, 2014 because their effects were anti-dilutive. Restricted stock awards for 14,802 were not included in computing diluted earnings per share for the three and nine months ended September 30, 2014 because their effects were anti-dilutive. Stock options for 16,008 and 16,658 were not included in computing diluted earnings per share for the three and nine months ended September 30, 2013, respectively, because their effects were anti-dilutive. Warrants for 31,190 shares of common stock were not included in computing earnings per share in 2014 and 2013 because their effects were also anti-dilutive.

Note 4 – Investment securities available for sale

At September 30, 2014 and December 31, 2013, all of our securities were classified as available-for-sale. The following table presents the composition of our investment portfolio at the dates indicated (dollars in thousands):

					Gross		Gross			Estimated
	Par		Amortized		Unrealized		Unrealized			Fair		Average
	Value		Cost		Gains		Losses			Value		Yield
September 30, 2014
US Treasuries
Five to ten years	$	8,000	$	7,837	$	-	$	(255	)	$	7,582		2.01	%
US Government Agencies
One to Five years		8,000		8,176		-		(245	)		7,931		0.44	%
Five to ten years		26,500		28,033		-		(1,350	)		26,683		2.06	%
		34,500		36,209		-		(1,595	)		34,614		1.69	%
Mortgage-backed securities
More than ten years		542		558		2		(2	)		558		2.43	%
Municipals
Five to ten years		6,155		6,621		-		(270	)		6,351		2.85	%
More than ten years		5,280		6,728		-		(318	)		6,410		3.42	%
		11,435		13,349		-		(588	)		12,761		3.14	%

Total investment securities	$	54,477	$	57,953	$	2	$	(2,440	)	$	55,515		2.07	%

December 31, 2013
US Treasuries
Five to ten years	$	8,000	$	7,825	$	-	$	(615	)	$	7,210		2.13	%
US Government Agencies
One to Five years		4,000		4,194		-		(166	)		4,028		0.89	%
Five to ten years		31,625		33,510		-		(3,187	)		30,323		1.82	%
		35,625		37,704		-		(3,353	)		34,351		1.71	%
Mortgage-backed securities
More than ten years		2,782		2,792		10		(50	)		2,752		2.43	%
Municipals
Five to ten years		6,155		6,684		-		(678	)		6,006		2.85	%
More than ten years		6,780		8,428		-		(999	)		7,429		3.34	%
Total		12,935		15,112		-		(1,677	)		13,435		3.12	%

Total investment securities	$	59,342	$	63,433	$	10	$	(5,695	)	$	57,748		2.13	%

Investment securities available for sale that have an unrealized loss position at September 30, 2014 and December 31, 2013 are detailed below (in thousands):

	Securities in a loss					Securities in a loss
	position for less than					position for more than
	12 Months					12 Months					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
September 30, 2014
US Treasuries	$	-	$	-		$	7,582	$	(255	)	$	7,582	$	(255	)
US Government Agencies		-		-			34,614		(1,595	)		34,614		(1,595	)
Municipals		-		-			12,761		(588	)		12,761		(588	)
Mortgage-backed securities		432		(2	)		-		-			432		(2	)

Total	$	432	$	(2	)	$	54,957	$	(2,438	)	$	55,389	$	(2,440	)

December 31, 2013
US Treasuries	$	7,210	$	(615	)	$	-	$	-		$	7,210	$	(615	)
US Government Agencies		34,350		(3,353	)		-		-			34,350		(3,353	)
Municipals		10,864		(1,471	)		2,571		(206	)		13,435		(1,677	)
Mortgage-backed securities		1,861		(50	)		-		-			1,861		(50	)

Total	$	54,285	$	(5,489	)	$	2,571	$	(206	)	$	56,856	$	(5,695	)

Management does not believe that any individual unrealized loss as of September 30, 2014 and December 31, 2013 is other than a temporary impairment. These unrealized losses are primarily attributable to changes in interest rates. As of September 30, 2014, management does not have the intent to sell any of the securities classified as available for sale and management believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. Approximately $20 million of these securities are pledged against current and potential fundings.

Note 5 – Loans and allowance for loan losses

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

	September 30, 2014						December 31, 2013
	Amount			%			Amount			%
Construction and land development
Residential	$	4,592			1.67	%	$	2,931			1.02	%
Commercial		25,135			9.14	%		28,179			9.84	%
		29,727			10.81	%		31,110			10.86	%
Commercial real estate
Owner occupied		58,275			21.18	%		73,584			25.68	%
Non-owner occupied		39,805			14.47	%		43,868			15.31	%
Multifamily		11,019			4.01	%		11,560			4.03	%
Farmland		1,343			0.48	%		1,463			0.51	%
		110,442			40.14	%		130,475			45.53	%
Consumer real estate
Home equity lines		20,275			7.37	%		21,246			7.41	%
Secured by 1-4 family residential,
First deed of trust		63,425			23.05	%		66,873			23.34	%
Second deed of trust		8,127			2.95	%		8,675			3.03	%
		91,827			33.37	%		96,794			33.78	%
Commercial and industrial loans
(except those secured by real estate)		22,471			8.17	%		26,254			9.16	%
Consumer and other ⁽¹⁾		20,656			7.51	%		1,930			0.67	%

Total loans		275,123			100.0	%		286,563			100.0	%
Deferred loan cost, net		666						683
Less: allowance for loan losses		(5,658	)					(7,239	)

	$	270,131					$	280,007

⁽¹⁾ The Company purchased approximately $19 million in Student loans in the third quarter of 2014

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

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

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

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

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

Loans rated 6 or 7 are considered “Classified” loans for regulatory classification purposes.

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

	Risk Rated		Risk Rated		Risk Rated		Risk Rated		Total
	1-4		5		6		7		Loans
September 30, 2014
Construction and land development
Residential	$	4,201	$	132	$	259	$	-	$	4,592
Commercial		19,073		3,046		3,016				25,135
		23,274		3,178		3,275		-		29,727
Commercial real estate
Owner occupied		46,223		5,102		6,950		-		58,275
Non-owner occupied		35,847		1,830		2,128		-		39,805
Multifamily		10,280		739				-		11,019
Farmland		1,322				21		-		1,343
		93,672		7,671		9,099		-		110,442
Consumer real estate
Home equity lines		18,040		466		1,769		-		20,275
Secured by 1-4 family residential
First deed of trust		51,309		5,854		6,262		-		63,425
Second deed of trust		6,606		72		1,449		-		8,127
		75,955		6,392		9,480		-		91,827
Commercial and industrial loans
(except those secured by real estate)		18,463		3,094		914		-		22,471
Consumer and other		20,536		76		44		-		20,656

Total loans	$	231,900	$	20,411	$	22,812	$	-	$	275,123

December 31, 2013
Construction and land development
Residential	$	2,715	$	-	$	216	$	-	$	2,931
Commercial		18,265		2,711		7,203		-		28,179
		20,980		2,711		7,419		-		31,110
Commercial real estate
Owner occupied		51,810		13,214		8,560		-		73,584
Non-owner occupied		31,990		3,454		8,424		-		43,868
Multifamily		10,804		756		-		-		11,560
Farmland		1,346		-		117		-		1,463
		95,950		17,424		17,101		-		130,475
Consumer real estate
Home equity lines		17,610		727		2,909		-		21,246
Secured by 1-4 family residential
First deed of trust		49,843		6,646		10,384		-		66,873
Second deed of trust		6,598		212		1,865		-		8,675
		74,051		7,585		15,158		-		96,794
Commercial and industrial loans
(except those secured by real estate)		22,786		1,042		2,426		-		26,254
Consumer and other		1,739		131		60		-		1,930

Total loans	$	215,506	$	28,893	$	42,164	$	-	$	286,563

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

													Recorded
					Greater								Investment >
	30-59 Days		60-89 Days		Than		Total Past				Total		90 Days and
	Past Due		Past Due		90 Days		Due		Current		Loans		Accruing
September 30, 2014
Construction and land development
Residential	$	-	$	-	$	-	$	-	$	4,592	$	4,592	$	-
Commercial		37		-		-		37		25,098		25,135		-
		37		-		-		37		29,690		29,727		-
Commercial real estate
Owner occupied		913		-		-		913		57,362		58,275		-
Non-owner occupied		-		-		-		-		39,805		39,805		-
Multifamily		-		-		-		-		11,019		11,019		-
Farmland		-		-		-		-		1,343		1,343		-
		913		-		-		913		109,529		110,442		-
Consumer real estate
Home equity lines		32		-		-		32		20,243		20,275		-
Secured by 1-4 family residential
First deed of trust		102		-		-		102		63,323		63,425		-
Second deed of trust		-		56		-		56		8,071		8,127		-
		134		56		-		190		91,637		91,827		-
Commercial and industrial loans
(except those secured by real estate)		9		-		-		9		22,462		22,471		-
Consumer and other		750		411		-		1,161		19,495		20,656		-

Total loans	$	1,843	$	467	$	-	$	2,310	$	272,813	$	275,123	$	-

December 31, 2013
Construction and land development
Residential	$	-	$	-	$	-	$	-	$	2,931	$	2,931	$	-
Commercial		-		116		-		116		28,063		28,179		-
		-		116		-		116		30,994		31,110		-
Commercial real estate
Owner occupied		199		-		-		199		73,385		73,584		-
Non-owner occupied		-		346		-		346		43,522		43,868		-
Multifamily		221		-		-		221		11,339		11,560		-
Farmland		194		-		-		194		1,269		1,463		-
		614		346		-		960		129,515		130,475		-
Consumer real estate
Home equity lines		98		403		-		501		20,745		21,246		-
Secured by 1-4 family residential
First deed of trust		555		362		-		917		65,956		66,873		-
Second deed of trust		-		24		-		24		8,651		8,675		-
		653		789		-		1,442		95,352		96,794		-
Commercial and industrial loans
(except those secured by real estate)		25		122		60		207		26,047		26,254		60
Consumer and other		6		15		-		21		1,909		1,930		-

Total loans	$	1,298	$	1,388	$	60	$	2,746	$	283,817	$	286,563	$	60

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

	September 30, 2014
			Unpaid
	Recorded		Principal		Related
	Investment		Balance		Allowance
With no related allowance recorded
Construction and land development
Residential	$	259	$	259	$	-
Commercial		3,527		3,527		-
		3,786		3,786		-
Commercial real estate
Owner occupied		3,133		3,133
Non-owner occupied		9,896		9,896		-
Multifamily		2,336		2,336		-
Farmland		21		450		-
		15,386		15,815		-
Consumer real estate
Home equity lines		959		959		-
Secured by 1-4 family residential
First deed of trust		7,085		7,117		-
Second deed of trust		1,060		1,379		-
		9,104		9,455		-
Commercial and industrial loans
(except those secured by real estate)		745		850		-
Consumer and other		17		17		-
		29,038		29,923		-

With an allowance recorded
Construction and land development
Commercial		596		596		26
Commercial real estate
Owner occupied		4,395		4,410		323
Non-Owner occupied		215		215		109
		4,610		4,625		432
Consumer real estate
Secured by 1-4 family residential
First deed of trust		1,870		1,870		341
Second deed of trust		260		260		44
		2,130		2,130		385
Commercial and industrial loans
(except those secured by real estate)		100		100		12
		7,436		7,451		855

Total
Construction and land development
Residential		259		259		-
Commercial		4,123		4,123		26
		4,382		4,382		26
Commercial real estate
Owner occupied		7,528		7,543		323
Non-owner occupied		10,111		10,111		109
Multifamily		2,336		2,336		-
Farmland		21		450		-
		19,996		20,440		432
Consumer real estate
Home equity lines		959		959		-
Secured by 1-4 family residential,
First deed of trust		8,955		8,987		341
Second deed of trust		1,320		1,639		44
		11,234		11,585		385
Commercial and industrial loans
(except those secured by real estate)		845		950		12
Consumer and other		17		17		-
	$	36,474	$	37,374	$	855

	December 31, 2013
			Unpaid
	Recorded		Principal		Related
	Investment		Balance		Allowance
With no related allowance recorded
Construction and land development
Residential	$	216	$	216	$	-
Commercial		3,452		3,497		-
		3,668		3,713		-
Commercial real estate
Owner occupied		1,919		1,969
Non-owner occupied		11,769		11,928		-
Multifamily		2,373		2,373		-
Farmland		117		450		-
		16,178		16,720		-
Consumer real estate
Home equity lines		1,630		1,685		-
Secured by 1-4 family residential
First deed of trust		8,177		8,319		-
Second deed of trust		1,125		1,249		-
		10,932		11,253		-
Commercial and industrial loans
(except those secured by real estate)		809		983		-
Consumer and other		34		34		-
		31,621		32,703		-

With an allowance recorded
Construction and land development
Commercial		1,753		1,753		220
Commercial real estate
Owner occupied		9,794		9,948		680
Non-Owner occupied		1,297		1,297		371
		11,091		11,245		1,051
Consumer real estate
Secured by 1-4 family residential
First deed of trust		2,184		2,870		484
Second deed of trust		132		132		32
		2,316		3,002		516
Commercial and industrial loans
(except those secured by real estate)		151		151		43
		15,311		16,151		1,830

Total
Construction and land development
Residential		216		216		-
Commercial		5,205		5,250		220
		5,421		5,466		220
Commercial real estate
Owner occupied		11,713		11,917		680
Non-owner occupied		13,066		13,225		371
Multifamily		2,373		2,373		-
Farmland		117		450		-
		27,269		27,965		1,051
Consumer real estate
Home equity lines		1,630		1,685		-
Secured by 1-4 family residential,
First deed of trust		10,361		11,189		484
Second deed of trust		1,257		1,381		32
		13,248		14,255		516
Commercial and industrial loans
(except those secured by real estate)		960		1,134		43
Consumer and other		34		34		-
	$	46,932	$	48,854	$	1,830

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

	For the Three Months				For the Nine Months
	Ended September 30, 2014				Ended September 30, 2014
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
With no related allowance recorded
Construction and land development
Residential	$	133	$	-	$	206	$	2
Commercial		3,584		52		3,841		150
		3,717		52		4,047		152
Commercial real estate
Owner occupied		2,654		70		3,161		135
Non-owner occupied		9,557		120		9,994		335
Multifamily		2,340		35		2,353		106
Farmland		21		-		21		-
		14,572		225		15,529		576
Consumer real estate
Home equity lines		950		3		960		19
Secured by 1-4 family residential
First deed of trust		7,259		75		7,175		268
Second deed of trust		1,147		9		1,066		42
		9,356		87		9,201		329
Commercial and industrial loans
(except those secured by real estate)		746		7		751		30
Consumer and other		17		-		19		1
	$	28,408	$	371	$	29,547	$	1,088

With an allowance recorded
Construction and land development
Commercial		598		8		603		23
Commercial real estate
Owner occupied		2,801		62		4,446		154
Non-Owner occupied		1,946		9		217		9
		4,747		71		4,663		163
Consumer real estate
Secured by 1-4 family residential
First deed of trust		1,870		22		1,944		24
Second deed of trust		260		5		264		8
		2,130		27		2,208		32
Commercial and industrial loans
(except those secured by real estate)		110		-		115		-
		7,585		106	$	7,589	$	218

Total
Construction and land development
Residential		133		-		206		2
Commercial		4,182		60		4,444		173
		4,315		60		4,650		175
Commercial real estate
Owner occupied		5,455		132		7,607		289
Non-owner occupied		11,503		129		10,211		344
Multifamily		2,340		35		2,353		106
Farmland		21		-		21		-
		19,319		296		20,192		739
Consumer real estate
Home equity lines		950		3		960		19
Secured by 1-4 family residential,
First deed of trust		9,129		97		9,119		292
Second deed of trust		1,407		14		1,330		50
		11,486		114		11,409		361
Commercial and industrial loans
(except those secured by real estate)		856		7		866		30
Consumer and other		17		-		19		1
	$	35,993	$	477	$	37,136	$	1,306

	For the Three Months				For the Nine Months
	Ended September 30, 2013				Ended September 30, 2013
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
With no related allowance recorded
Construction and land development
Commercial	$	5,749		68	$	6,612	$	218
		5,749		68		6,612		218
Commercial real estate
Owner occupied		11,033		177		10,479		419
Non-owner occupied		11,238		137		11,315		412
Multifamily		2,390		36		2,402		114
		24,661		350		24,196		945
Consumer real estate
Home equity lines		1,093		7		1,093		36
Secured by 1-4 family residential
First deed of trust		14,479		128		14,531		478
Second deed of trust		974		12		978		37
		16,546		147		16,602		551
Commercial and industrial loans
(except those secured by real estate)		472		9		430		22
Consumer and other		138		2		142		7
	$	47,566	$	576	$	47,982	$	1,743

With an allowance recorded
Construction and land development
Commercial		1,523		-		1,525		6
Commercial real estate
Non-Owner occupied		1,089		13		1,089		44
Farmland		565		-		569		1
		1,654		13		1,658		45
Consumer real estate
Home equity lines		-		-		-		-
Secured by 1-4 family residential
First deed of trust		237		-		269		-
Second deed of trust		136		2		136		4
		373		2		405		4
Commercial and industrial loans
(except those secured by real estate)		418		4		246		7
		3,968		19		3,834		62

Total
Construction and land development
Commercial		7,272		68		8,137		224
		7,272		68		8,137		224
Commercial real estate
Owner occupied		11,033		177		10,479		419
Non-owner occupied		12,327		150		12,404		456
Multifamily		2,390		36		2,402		114
Farmland		565		-		569		1
		26,315		363		25,854		990
Consumer real estate
Home equity lines		1,093		7		1,093		36
Secured by 1-4 family residential,
First deed of trust		14,716		128		14,800		478
Second deed of trust		1,110		14		1,114		41
		16,919		149		17,007		555
Commercial and industrial loans
(except those secured by real estate)		890		13		676		29
Consumer and other		138		2		142		7
	$	51,534	$	595	$	51,816	$	1,805

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

							Specific
							Valuation
	Total		Performing		Nonaccrual		Allowance
September 30, 2014
Construction and land development
Residential	$	7	$	-	$	7	$	-
Commercial		3,977		3,833		144		26
		3,984		3,833		151		26
Commercial real estate
Owner occupied		6,356		6,022		334		324
Non-owner occupied		9,024		9,024		-		108
Multifamily		2,336		2,336		-		-
		17,716		17,382		334		432
Consumer real estate
Home equity lines		160		-		160		-
Secured by 1-4 family residential		-
First deeds of trust		7,170		4,995		2,175		341
Second deeds of trust		719		614		105		44
		8,049		5,609		2,440		385
Commercial and industrial loans
(except those secured by real estate)		240		104		136		12
Consumer and other		17		-		17		-
	$	30,006	$	26,928	$	3,078	$	855

Number of loans		112		77		35		25

							Specific
							Valuation
	Total		Performing		Nonaccrual		Allowance
December 31, 2013
Construction and land development
Residential	$	216	$	216	$	-	$	-
Commercial		4,922		3,393		1,528		211
		5,138		3,609		1,528		211
Commercial real estate
Owner occupied		10,377		9,010		1,367		374
Non-owner occupied		9,973		9,568		404		137
Multifamily		2,373		2,373		-		-
		22,723		20,951		1,771		511
Consumer real estate
Home equity lines		160		-		160		-
Secured by 1-4 family residential
First deeds of trust		7,296		3,230		4,066		383
Second deeds of trust		691		324		367		-
		8,147		3,554		4,593		383
Commercial and industrial loans
(except those secured by real estate)		256		121		135		9
Consumer and other		21		-		21		-
	$	36,285	$	28,235	$	8,048	$	1,114

Number of loans		115		62		53		23

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

	Nine Months Ended September 30, 2014						Nine Months Ended September 30, 2013
			Pre-		Post-				Pre-		Post-
			Modification		Modification				Modification		Modification
	Number of		Recorded		Recorded		Number of		Recorded		Recorded
	Loans		Balance		Balance		Loans		Balance		Balance

Construction and land development
Residential		-	$	-	$	-		-	$	-	$	-
Commercial		1		45		45		6		2,991		2,991
		1		45		45		6		2,991		2,991
Commercial real estate
Owner occupied		2		743		743		4		1,087		1,087
Non-owner occupied				-		-		-		-		-
		2		743		743		4		1,087		1,087
Consumer real estate
Home equity lines		-		-		-		-		-		-
Secured by 1-4 family residential
First deed of trust		7		729		729		16		2,266		2,266
Second deed of trust		2		105		105		2		162		162
		9		834		834		18		2,428		2,428

Consumer and other		-		-		-		1		382		382
		12	$	1,622	$	1,622		29	$	6,888	$	6,888

	Three Months Ended September 30, 2014						Three Months Ended September 30, 2013
			Pre-		Post-				Pre-		Post-
			Modification		Modification				Modification		Modification
	Number of		Recorded		Recorded		Number of		Recorded		Recorded
	Loans		Balance		Balance		Loans		Balance		Balance

Commercial real estate
Owner occupied		-	$	-	$	-		4	$	2,256	$	2,256
		-		-		-		4		2,256		2,256
Consumer real estate
Secured by 1-4 family residential
First deed of trust		3		372		372		5		715		715
Second deed of trust		2		105		105		2		162		162
		5		477		477		7		877		877
Commercial and industrial
(except those secured by real estate)								-		-		-
		5	$	477	$	477		11	$	3,133	$	3,133

The following table summarizes defaults on TDRs identified for the three and nine months ended September 30, 2014 (dollars in thousands):

	Three Months Ended				Nine Months Ended
	September 30, 2014				September 30, 2014
	Number of		Recorded		Number of		Recorded
	Loans		Balance		Loans		Balance

Cosntruction and land development
Commercial		-	$	-		1	$	45
		-		-		1		45
Commercial real estate
Owner occupied		-		-		1		334
		-		-		1		334
Consumer real estate:
Secured by 1-4 family residential
First deed of trust		1		186		5		541
Second deed of trust		2		105		2		105
		3		291		7		646

Total		3	$	291		9	$	1,025

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

	Beginning			Provision for							Ending
	Balance			Loan Losses		Charge-offs			Recoveries		Balance

Three Months Ended September 30, 2014
Construction and land development
Residential	$	141		$	-	$	-		$	-	$	141
Commercial		770			-		-			27		797
		911			-		-			27		938
Commercial real estate
Owner occupied		1,245			-		-			-		1,245
Non-owner occupied		(15	)		-		-			1		(14	)
Multifamily		17			-		-			-		17
Farmland		409			-		-			-		409
		1,656			-		-			1		1,657
Consumer real estate
Home equity lines		225			-		(52	)		12		185
Secured by 1-4 family residential
First deed of trust		1,744			-		(39	)		9		1,714
Second deed of trust		440			-		-			5		445
		2,409			-		(91	)		26		2,344
Commercial and industrial loans
(except those secured by real estate)		678			-		-			13		691
Consumer and other		27			-		(3	)		4		28

	$	5,681		$	-	$	(94	)	$	71	$	5,658

	Beginning		Provision for							Ending
	Balance		Loan Losses		Charge-offs			Recoveries		Balance

Three Months Ended September 30, 2013
Construction and land development
Residential	$	596	$	-	$	-		$	-	$	596
Commercial		4,777		-		(175	)		35		4,637
		5,373		-		(175	)		35		5,233
Commercial real estate
Owner occupied		1,126		-		(128	)		-		998
Non-owner occupied		307		-		-			-		307
Multifamily		23		-		-			-		23
Farmland		808		-		(448	)		-		360
		2,264		-		(576	)		-		1,688
Consumer real estate
Home equity lines		415		-		(22	)		9		402
Secured by 1-4 family residential
First deed of trust		504		-		(127	)		1		378
Second deed of trust		14		-		-			-		14
		933		-		(149	)		10		794
Commercial and industrial loans
(except those secured by real estate)		947		-		(115	)		24		856
Consumer and other		93		-		(39	)		3		57

	$	9,610	$	-	$	(1,054	)	$	72	$	8,628

	Beginning		Provision for								Ending
	Balance		Loan Losses			Charge-offs			Recoveries		Balance

Nine Months Ended September 30, 2014
Construction and land development
Residential	$	135	$	5		$	-		$	1	$	141
Commercial		1,274		(421	)		(100	)		44		797
		1,409		(416	)		(100	)		45		938
Commercial real estate
Owner occupied		1,200		653			(608	)		-		1,245
Non-owner occupied		670		(470	)		(238	)		24		(14	)
Multifamily		19		(2	)		-			-		17
Farmland		337		168			(96	)		-		409
		2,226		349			(942	)		24		1,657
Consumer real estate
Home equity lines		424		223			(476	)		14		185
Secured by 1-4 family residential
First deed of trust		1,992		(65	)		(277	)		64		1,714
Second deed of trust		394		12			(76	)		115		445
		2,810		170			(829	)		193		2,344
Commercial and industrial loans
(except those secured by real estate)		724		45			(168	)		90		691
Consumer and other		70		(48	)		(8	)		14		28

	$	7,239	$	100		$	(2,047	)	$	366	$	5,658

	Beginning		Provision for							Ending
	Balance		Loan Losses		Charge-offs			Recoveries		Balance

Nine Months Ended September 30, 2013
Construction and land development
Residential	$	495	$	-	$	-		$	101	$	596
Commercial		4,611		15		(270	)		281		4,637
		5,106		15		(270	)		382		5,233
Commercial real estate
Owner occupied		1,359		-		(404	)		43		998
Non-owner occupied		817		-		(510	)		-		307
Multifamily		23		-		-			-		23
Farmland		-		808		(448	)		-		360
		2,199		808		(1,362	)		43		1,688
Consumer real estate
Home equity lines		658		-		(266	)		10		402
Secured by 1-4 family residential
First deed of trust		1,358		-		(1,002	)		22		378
Second deed of trust		224		-		(215	)		5		14
		2,240		-		(1,483	)		37		794
Commercial and industrial loans
(except those secured by real estate)		1,162		-		(466	)		160		856
Consumer and other		101		-		(52	)		8		57

	$	10,808	$	823	$	(3,633	)	$	630	$	8,628

	Beginning		Provision for								Ending
	Balance		Loan Losses			Charge-offs			Recoveries		Balance

Year Ended December 31, 2013
Construction and land development
Residential	$	495	$	(462	)	$	-		$	102	$	135
Commercial		4,611		(3,482	)		(279	)		424		1,274
		5,106		(3,944	)		(279	)		526		1,409
Commercial real estate
Owner occupied		1,359		252			(454	)		43		1,200
Non-owner occupied		817		452			(619	)		20		670
Multifamily		23		(4	)		-			-		19
Farmland		-		1,233			(896	)		-		337
		2,199		1,933			(1,969	)		63		2,226
Consumer real estate
Home equity lines		658		23			(266	)		9		424
Secured by 1-4 family residential
First deed of trust		1,358		2,493			(1,953	)		94		1,992
Second deed of trust		224		498			(367	)		39		394
		2,240		3,014			(2,586	)		142		2,810
Commercial and industrial loans
(except those secured by real estate)		1,162		145			(760	)		177		724
Consumer and other		101		25			(65	)		9		70

	$	10,808	$	1,173		$	(5,659	)	$	917	$	7,239

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

	Loans Evaluated for Impairment
	Individually		Collectively		Total

Nine Months Ended September 30, 2014
Construction and land development
Residential	$	546	$	4,046	$	4,592
Commercial		14,264		10,871		25,135

Commercial real estate
Owner occupied		38,797		19,478		58,275
Non-owner occupied		30,929		8,876		39,805
Multifamily		8,305		2,714		11,019
Farmland		768		575		1,343

Consumer real estate
Home equity lines		2,063		18,212		20,275
Secured by 1-4 family residential
First deed of trust		7,075		56,350		63,425
Second deed of trust		514		7,613		8,127

Commercial and industrial loans
(except those secured by real estate)		8,751		13,720		22,471
Consumer and other		-		20,656		20,656

	$	112,012	$	163,111	$	275,123

Year Ended December 31, 2013
Construction and land development
Residential	$	576	$	2,355	$	2,931
Commercial		15,592		12,587		28,179

Commercial real estate
Owner occupied		53,126		20,458		73,584
Non-owner occupied		34,367		9,501		43,868
Multifamily		9,363		2,197		11,560
Farmland		778		685		1,463

Consumer real estate
Home equity lines		1,382		19,864		21,246
Secured by 1-4 family residential
First deed of trust		8,969		57,904		66,873
Second deed of trust		533		8,142		8,675

Commercial and industrial loans
(except those secured by real estate)		10,845		15,409		26,254
Consumer and other		-		1,930		1,930

	$	135,531	$	151,032	$	286,563

Note 6 – Deposits

Deposits as of September 30, 2014 and December 31, 2013 were as follows (dollars in thousands):

	September 30, 2014					December 31, 2013
	Amount		%			Amount		%

Demand accounts	$	65,218		17.1	%	$	57,244		14.7	%
Interest checking accounts		42,196		11.1	%		43,691		11.2	%
Money market accounts		66,361		17.4	%		63,357		16.2	%
Savings accounts		20,032		5.3	%		20,229		5.2	%
Time deposits of $100,000 and over		83,694		22.0	%		94,245		24.1	%
Other time deposits		103,163		27.1	%		111,862		28.6	%

Total	$	380,664		100.0	%	$	390,628		100.0	%

Note 7 – Trust preferred securities

During the first quarter of 2005, Southern Community Financial Capital Trust I, a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable securities. On February 24, 2005, $5.2 million of Trust Preferred Capital Notes were issued through a pooled underwriting. The securities have a LIBOR-indexed floating rate of interest (three-month LIBOR plus 2.15%) which adjusts, and is payable, quarterly. The interest rate at September 30, 2014 was 2.38%. The securities were redeemable at par beginning on March 15, 2010 and each quarter after such date until the securities mature on March 15, 2035. No amounts have been redeemed at September 30, 2014 and there are no plans to do so. The principal asset of the Trust is $5.2 million of the Company’s junior subordinated debt securities with like maturities and like interest rates to the Trust Preferred Capital Notes.

During the third quarter of 2007, Village Financial Statutory Trust II, a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable securities. On September 20, 2007, $3.6 million of Trust Preferred Capital Notes were issued through a pooled underwriting. The securities have LIBOR-indexed floating rate of interest (three-month LIBOR plus 1.4%) which adjusts, and is also payable, quarterly. The interest rate at September 30, 2014 was 1.63%. The securities may be redeemed at par at any time commencing in December 2012 until the securities mature in 2037. The principal asset of the Trust is $3.6 million of the Company’s junior subordinated debt securities with like maturities and like interest rates to the Trust Preferred Capital Notes.

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

The obligations of the Company with respect to the issuance of the Trust Preferred Capital Notes constitute a full and unconditional guarantee by the Company of the Trust’s obligations with respect to the Trust Preferred Capital Notes. Subject to certain exceptions and limitations, the Company may elect from time to time to defer interest payments on the junior subordinated debt securities, which would result in a deferral of distribution payments on the related Trust Preferred Capital Notes and require a deferral of common dividends. In consideration of our agreements with our regulators, which require regulatory approval to make interest payments on these securities, the Company has deferred an aggregate of $1,009,712 in interest payments on the junior subordinated debt securities as of September 30, 2014. The Company has been deferring interest payments since June 2011. Although we elected to defer payment of the interest due, the amount has been accrued and is included in interest expense in the consolidated statement of operations.

Note 8 – Stock incentive plan

The Company has a stock incentive plan which authorizes the issuance of up to 48,750 shares of common stock (after the reverse stock split) to assist the Company in recruiting and retaining key personnel.

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

	Nine Months Ended September 30,
	2014									2013
				Weighted									Weighted
				Average									Average
				Exercise		Fair Value		Intrinsic					Exercise		Fair Value		Intrinsic
	Options			Price		Per Share		Value		Options			Price		Per Share		Value

Options outstanding, beginning of period		6,210		$	99.03	$	59.21				15,977		$	151.68	$	75.20
Granted		884			25.28		15.52				2,638			25.28		9.76
Forfeited		(264	)		25.28		80.33				(188	)		123.20		79.84
Exercised		-			-		-				-			-		-
Options outstanding, end of period		6,830		$	92.34	$	52.74	$	-		18,427		$	150.40	$	64.96	$	-
Options exercisable, end of period		5,318									16,008

The fair value of the stock is calculated under the same methodology as stock options and the expense is recognized over the vesting period. Unamortized stock-based compensation related to nonvested share based compensation arrangements granted under the Incentive Plan as of September 30, 2014 and 2013 was $355,274 and $115,764, respectively. The time based unamortized compensation of $355,274 is expected to be recognized over a weighted average period of 2.74 years.

Stock-based compensation expense was $62,304 and $5,963 for the nine months ended September 30, 2014 and 2013, respectively.

Note 9 — Fair value

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

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

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

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

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

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

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

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

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

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

	Fair Value Measurement
	at September 30, 2014 Using
	(In thousands)
			Quoted Prices
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	Carrying		Identical Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets - Recurring
US Treasuries	$	7,582	$	-		7,582	$	-
US Government Agencies		34,614		-		34,614		-
Mortgage-backed securities		558		-		558		-
Municipals		12,761		-		12,761		-
Residential loans held for sale		7,298		-		7,298		-
						-
Financial Assets - Non-Recurring
Impaired loans		36,474		-		33,836		2,638
Real estate owned		14,003		-		13,356		647

	Fair Value Measurement
	at December 31, 2013 Using
	(In thousands)
			Quoted Prices
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	Carrying		Identical Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets - Recurring
US Treasuries	$	7,210	$	-		7,210	$	-
US Government Agencies		34,351		-		34,351		-
Mortgage-backed securities		2,752		-		2,752		-
Municipals		13,435		-		13,435		-
Residential loans held for sale		8,371		-		8,371		-
						-
Financial Assets - Non-Recurring
Impaired loans		46,932		-		42,679		4,253
Real estate owned		16,742		-		15,405		1,337

The following table presents qualitative information about level 3 fair value measurements for financial instruments measured at fair value at September 30, 2014:

Range

Fair Value

Valuation

Unobservable

(Weighted

Estimate

Techniques

Input

Average)

(In thousands)

Impaired loans - real estate secured

1,790

Appraisal (1) or Internal Valuation (2)

Selling costs

6%-10% (7%)

Discount for lack of marketability and age of appraisal

6%-30% (10%)

Impaired loans - non-real estate secured

848

Appraisal (1) or Discounted Cash Flow

Selling costs

10%

Discount for lack of marketability or practical life

0%-50% (20%)

Real estate owned

647

Appraisal (1) or Internal Valuation (2)

Selling costs

6%-10% (7%)

Discount for lack of marketability and age of appraisal

6%-30% (15%)

(1)

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

(2)

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

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

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

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

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

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

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

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

		September 30,				December 31,
		2014				2013
	Level in Fair
	Value	Carrying		Estimated		Carrying		Estimated
	Hierarchy	Value		Fair Value		Value		Fair Value
	(In thousands)
Financial assets
Cash	Level 1	$	13,895	$	13,895	$	15,221	$	15,221
Cash equivalents	Level 2		30,937		30,937		24,988		24,988
Investment securities available for sale	Level 2		55,515		55,515		57,748		57,748
Federal Home Loan Bank stock	Level 2		1,073		1,073		1,417		1,417
Loans	Level 2		238,649		238,676		233,075		236,582
Impaired loans	Level 2		33,836		33,836		42,679		42,679
Impaired loans	Level 3		2,638		2,638		4,253		4,253
Other real estate owned	Level 2		13,356		13,356		15,405		15,405
Other real estate owned	Level 3		647		647		1,337		1,337
Accrued interest receivable	Level 2		1,567		1,567		1,486		1,486

Financial liabilities
Deposits	Level 2		380,664		381,571		390,628		391,814
FHLB borrowings	Level 2		14,000		14,015		18,000		18,212
Trust preferred securities	Level 2		8,764		7,274		8,764		7,274
Other borrowings	Level 2		1,835		1,836		2,713		3,289
Accrued interest payable	Level 2		1,120		1,120		1,093		1,093

Note 10 – Capital Resources

On May 1, 2009, as part of the Capital Purchase Program established by the U.S. Department of the Treasury (the “Treasury”) under the Emergency Economic Stabilization Act of 2008, the Company entered into a Letter Agreement and Securities Purchase Agreement—Standard Terms (collectively, the “Purchase Agreement”) with the Treasury, pursuant to which the Company sold (i) 14,738 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $4.00 per share, having a liquidation preference of $1,000 per share (the “preferred stock”) and (ii) a warrant (the “Warrant”) to purchase 31,190 shares of the Company’s common stock at an initial exercise price of $4.43 per share, subject to certain anti-dilution and other adjustments, for an aggregate purchase price of $14,738,000 in cash. The fair value of the preferred stock was estimated using discounted cash flow methodology at an assumed market equivalent rate of 13%, with 20 quarterly payments over a five year period, and was determined to be $10,208,000. The fair value of the warrant was estimated using the Black-Scholes option pricing model, with assumptions of 25% volatility, a risk-free rate of 2.03%, a yield of 6.162% and an estimated life of 5 years, and was determined to be $534,000. The aggregate fair value for both the preferred stock and common stock warrants was determined to be $10,742,000 with 95% of the aggregate attributable to the preferred stock and 5% attributable to the common stock warrant. Therefore, the $14,738,000 issuance was allocated with $14,006,000 being assigned to the preferred stock and $732,000 being allocated to the common stock warrant. The difference between the $14,738,000 face value of the preferred stock and the amount allocated of $14,006,000 to the preferred stock is being accreted as a discount on the preferred stock using the effective interest rate method over five years.

The Preferred Stock qualifies as Tier 1 capital and paid cumulative dividends at a rate of 5% until May 1, 2014, at which time the rate increased to 9%. The Preferred Stock is generally non-voting, other than on certain matters that could adversely affect the Preferred Stock.

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

As required by the Federal Reserve Bank of Richmond (the “Reserve Bank”), the Company notified the U.S. Treasury in May 2011 that the Company was going to defer the payment of the quarterly cash dividend of $184,225 due on May 16, 2011, and subsequent quarterly payments, on the Fixed Rate Cumulative Perpetual Preferred Stock, Series A. The total arrearage on such preferred stock as of September 30, 2014 was $3,243,600. This amount has been accrued for and is included in other liabilities in the consolidated balance sheet.

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

On December 4, 2013, the Company issued 1,086,500 new shares of common stock through a private placement to directors and executive officers. The sale raised $1,684,075 in new capital for the Company. The $1.55 sale price for the common shares was equal to the stock’s book value at September 30, 2013, which represented a 30% premium over the closing price of the stock on December 3, 2013.

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

Note 11 – Commitments and contingencies

Off-balance-sheet risk – The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financial needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amounts recognized in the financial statements. The contract amounts of these instruments reflect the extent of involvement that the Company has in particular classes of instruments.

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

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

	September 30,		December 31,
	2014		2013

Undisbursed credit lines	$	34,398	$	37,474
Commitments to extend or originate credit		15,253		10,581
Standby letters of credit		1,571		2,192

Total commitments to extend credit	$	51,222	$	50,247

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Effective internal loan review and grading system;

Policy for managing the Bank’s other real estate;

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

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

Policy and procedures for managing interest rate risk; and

Assessment of the Bank’s information technology function.

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

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

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

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

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

pay or declare any dividends;

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

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

incur, increase or guarantee any debt; or

purchase or redeem any shares of its stock.

Since entering into the Order and the Written Agreement, the Company has taken numerous steps to comply with their terms. As of September 30, 2014, we believe we have complied with all requirements of the Order and the Written Agreement with the exception of the capital requirements in the Order and correction of noncompliance with Section 23A of Regulation W of the Federal Reserve Act in the Written Agreement.

Note 12 – Income Taxes

Note 13 – Recent accounting pronouncements

In January 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-01, “Investments – Equity Method and Joint Ventures: Accounting for Investments in Qualified Affordable Housing Projects”. This ASU applies to all reporting entities that invest in qualified affordable housing projects through limited liability entities that are flow through entities for tax purposes. The amendments in the ASU eliminate the effective yield election and permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Those not electing the proportional amortization method would account for the investment using the equity method or cost method. The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2014. The adoption of this guidance should not have a material effect on the Company’s financial condition or results of operations.

In January 2014, the FASB issued ASU 2014-04, “Receivables – Troubled Debt Restructurings by Creditors”. ASU 2014-04 clarifies when a creditor should be considered to have received physical possession of residential real estate property during a foreclosure. ASU 2014-04 establishes a loan receivable should be derecognized and the real estate property recognized upon the creditor obtaining legal title to the residential real estate property upon completion of foreclosure or the borrower conveying all interest in the residential real estate property to the creditor to satisfy the loan. The provisions of ASU 2014-04 are effective for annual periods beginning after December 15, 2014. The adoption of this guidance should not have a material effect on the Company’s financial condition or results of operations.

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

Caution about forward-looking statements

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

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

the inability of the Company and the Bank to comply with the requirements of agreements with and orders from its regulators;

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

our inability to improve our regulatory capital position;

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

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

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

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

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

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

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

the effects of future economic, business and market conditions;

governmental monetary and fiscal policies;

changes in accounting policies, rules and practices;

maintaining capital levels adequate to remain well capitalized;

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

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

demand, development and acceptance of new products and services;

problems with technology utilized by us;

changing trends in customer profiles and behavior; and

other factors described from time to time in our reports filed with the Securities and Exchange Commission (“SEC”) .

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

General

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

Although we endeavor to minimize the credit risk inherent in the Company’s loan portfolio, we must necessarily make various assumptions and judgments about the collectability of the loan portfolio based on our experience and evaluation of economic conditions. If such assumptions or judgments prove to be incorrect, the current allowance for loan losses may not be sufficient to cover loan losses and additions to the allowance may be necessary, which would have a negative impact on net income. In 2013 and continuing through the third quarter of 2014, the provision for loan losses declined substantially from previous years as we resolved nonperforming loans and real estate values have recovered somewhat.

Results of operations

The following presents management’s discussion and analysis of the financial condition of the Company at September 30, 2014 and December 31, 2013 and the results of operations for the Company for the three and nine months ended September 30, 2014 and 2013. This discussion should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly report.

Summary

For the three months ended September 30, 2014, the Company had net income of $134,000 and net loss available to common shareholders of $411,000 or $1.23 per fully diluted share, compared to net loss of $267,000 and net loss available to common shareholders of $488,000, or $1.84 per fully diluted share, for the same period in 2013. For the nine months ended September 30, 2014, the Company had a net loss totaling $701,000 and a net loss available to common shareholders of $1,763,000, or $5.28 per fully diluted share, compared to net loss totaling $189,000 and a net loss available to common shareholders of $853,000, or $3.21 per share on a fully diluted share, for the same period in 2013. The computation of basic and diluted earnings per share has been adjusted retroactively for all periods presented to reflect the reverse stock split in August 2014. As indicated in the following table, there were significant decreases in income and expense items when comparing the 2014 results to the 2013 results (in thousands):

(in thousands):

	Affect on Income
	Three Months			Nine Months
	Ended			Ended
	September 30, 2014			September 30, 2014
Decreases in
Net interest income	$	(376	)	$	(1,719	)
Provision for loan losses		-			723
Gains on loan sales		(836	)		(3,001	)
Gains on asset sales		-			(595	)
Gains on sale of investments		-			(231	)
Salaries and benefits		637			1,577
Expenses related to foreclosed real estate		937			2,525

	$	362		$	(721	)

The decline in net interest income reflects the decline in average loans outstanding, which averaged $275,157,000 for the first nine months of 2014 compared to $321,721,000 for the same period in 2013. In 2013, the loan portfolio declined primarily due to charge-offs of nonperforming loans as well as an unfavorable lending market; however, the decline in our loan portfolio for 2014 was primarily due to scheduled payments as well as some large payoffs that were not anticipated as other banks provided more favorable terms. The decreases in the provision for loan losses and the expenses related to foreclosed property are attributable to stabilization of the loan portfolio and an improving real estate market. The gains on loan sales as well as the decline in salaries and benefits (commissions paid to loan officers) are a result of a decline in mortgage production by our mortgage company. Our mortgage company’s profit decreased by $399,000 in the third quarter of 2014 compared to 2013 due to the mortgage company closing $42,918,000 in mortgage loans in the third quarter of 2014 compared to $76,947,000 in the third quarter of 2013.

Our cost of deposits declined from 0.97% for the third quarter of 2013 to 0.93% for the third quarter of 2014. This decline in cost of deposits is a result of the repricing of higher cost certificates of deposit during the low interest rate environment that has existed for the last three years as well as an effort to change our deposit mix so that we are not so dependent on higher cost deposits.

Net interest income

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

Net interest income of $3,408,000 for the third quarter of 2014 represents a decrease of $376,000, or 10%, compared to the same period in 2013. This decline is primarily due to a decrease in average loans outstanding of $30,221,000.

Net interest income of $9,874,000 for the first nine months of 2014 represents a decrease of $1,719,000, or 15%, compared to the same period in 2013. This decline is primarily due to a decrease in average loans outstanding of $45,564,000.

Average interest-bearing liabilities for the three and nine month periods decreased by $35,487,000, or 9%, and $43,363,000, or 11%, respectively. These declines were primarily a result of declines in deposits of $27,648,000 for the three month period and $33,688,000 for the nine month period. The average cost of interest-bearing liabilities decreased to 1.03% for the nine months ended September 30, 2014 from 1.16% for the nine months ended September 30, 2013. The principal reason for the decrease in liability costs was the maintenance of short-term interest rates at a low level by the Board of Governors of the Federal Reserve System. The continuing low interest rates have allowed us to reduce our costs of funds as certificates of deposit and borrowings mature. See our discussion of interest rate sensitivity below for more information.

In the third quarter we determined that amounts previously accrued as interest expense representing compounding on unpaid preferred stock dividends should have been recorded as additional dividends. This had no effect on our capital (as interest expense and dividends increase retained deficit) but did result in higher interest expense. Because the amount involved was not significant, we adjusted interest expense by $144,000 in the third quarter of 2014, which represented the amount of interest expense that should have been recorded as dividends through June 30, 2014. This had the effect of increasing our third quarter income by $144,000, however did not have any effect on the income to common shareholders.

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

	Net
	Interest
Quarter Ended	Margin

September 30, 2013		3.69	%
December 31, 2013		3.66	%
March 31, 2014		3.60	%
June 30, 2014		3.41	%
September 30, 2014		3.46	%

Although loans have declined significantly over the last twelve months, our net interest margin has only declined slightly over that same time period. This indicates that the decline in our net interest income is primarily a result of declining outstanding loan balances rather than margin compression.

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

Average Balance Sheet

(in thousands)

	Three Months Ended September 30, 2014								Three Months Ended September 30, 2013
				Interest		Annualized						Interest		Annualized
	Average			Income/		Yield			Average			Income/		Yield
	Balance			Expense		Rate			Balance			Expense		Rate

Loans net of deferred fees	$	273,645		$	3,695		5.36	%	$	303,866		$	4,293		5.61	%
Loans held for sale		11,186			119		4.22	%		14,798			166		4.45	%
Investment securities		56,645			304		2.13	%		58,054			324		2.21	%
Federal funds and other		32,923			19		0.23	%		30,097			18		0.24	%
Total interest earning assets		374,399			4,137		4.38	%		406,815			4,801		4.68	%

Allowance for loan losses and deferred fees		(5,714	)							(9,381	)
Cash and due from banks		12,086								11,649
Premises and equipment, net		13,147								23,743
Other assets		48,216								36,499
Total assets	$	442,134							$	469,325

Interest bearing deposits
Interest checking	$	42,423		$	20		0.19	%	$	42,261		$	20		0.19	%
Money market		67,257			64		0.38	%		64,776			33		0.20	%
Savings		20,016			9		0.18	%		20,995			10		0.19	%
Certificates		190,890			658		1.37	%		220,202			787		1.42	%
Total		320,586			751		0.93	%		348,234			850		0.97	%
Borrowings ⁽¹⁾		25,770			122		1.88	%		33,609			167		1.97	%
Total interest bearing liabilities		346,356			873		1.00	%		381,843			1,017		1.06	%
Noninterest bearing deposits		63,784								58,614
Other liabilities		12,596								6,739
Total liabilities		422,736								447,196
Equity capital		19,398								22,129
Total liabilities and capital	$	442,134							$	469,325

Net interest income before provision for loan losses				$	3,264							$	3,784

Interest spread - average yield on interest earning assets, less average rate on interest bearing liabilities							3.38	%							3.62	%

Annualized net interest margin (net interest income expressed as percentage of average earning assets)							3.46	%							3.69	%

Average Balance Sheet

(in thousands)

	Nine Months Ended September 30, 2014								Nine Months Ended September 30, 2013
				Interest		Annualized						Interest		Annualized
	Average			Income/		Yield			Average			Income/		Yield
	Balance			Expense		Rate			Balance			Expense		Rate

Loans net of deferred fees	$	275,157		$	11,301		5.49	%	$	321,721		$	13,746		5.71	%
Loans held for sale		8,680			278		4.28	%		15,963			478		4.00	%
Investment securities		58,004			958		2.21	%		44,203			751		2.27	%
Federal funds and other		36,636			64		0.23	%		41,683			71		0.23	%
Total interest earning assets		378,477			12,601		4.45	%		423,570			15,046		4.75	%

Allowance for loan losses and deferred fees		(6,415	)							(9,925	)
Cash and due from banks		12,490								12,324
Premises and equipment, net		12,926								24,370
Other assets		46,824								37,074
Total assets	$	444,302							$	487,413

Interest bearing deposits
Interest checking	$	42,456		$	58		0.18	%	$	42,654		$	81		0.25	%
Money market		66,620			187		0.38	%		65,453			143		0.29	%
Savings		20,557			28		0.18	%		20,734			50		0.32	%
Certificates		197,736			2,031		1.37	%		232,216			2,568		1.48	%
Total		327,369			2,304		0.94	%		361,057			2,842		1.05	%
Borrowings ⁽¹⁾		27,811			567		2.73	%		37,486			611		2.18	%
Total interest bearing liabilities		355,180			2,871		1.08	%		398,543			3,453		1.16	%
Noninterest bearing deposits		60,577								57,484
Other liabilities		9,487								7,289
Total liabilities		425,244								463,316
Equity capital		19,058								24,097
Total liabilities and capital	$	444,302							$	487,413
		-
Net interest income before provision for loan losses				$	9,730							$	11,593

Interest spread - average yield on interest earning assets, less average rate on interest bearing liabilities							3.37	%							3.59	%

Annualized net interest margin (net interest income expressed as percentage of average earning assets)							3.44	%							3.66	%

(1) Interest expense on borrowings for the three and nine month periods ended September 30, 2014 has been adjusted for the reclassification of $144,000 from interest expense to dividends related to preferred stock reflected as a reduction of interest expense in those periods.

Provision for loan losses

The Company did not record a provision for loan losses for the three months ended September 30, 2014 and 2013. The provision for loan losses for the nine months ended September 30, 2014 was $100,000 compared to $823,000 for the nine months ended September 30, 2013. The decline in the provision for loan losses for the nine month period of 2014 was primarily driven by a $24,934,000 decline in net loans outstanding from September 30, 2013 to September 30, 2014 as well as a decline in the impairment on specific nonperforming loans. While we are encouraged by this decline in the provision for loan losses as well as a decline in classified assets, overall asset quality continues to be a concern as there continues to be uncertainty in the economy and the level of nonperforming assets remains significant.

Noninterest income

Noninterest income decreased from $3,085,000 for the three months ended September 30, 2013 to $2,190,000 for the three months ended September 30, 2014, a decrease of $895,000, or 29%. This decrease in noninterest income was primarily the result of lower gains on sales from decreased loan production by our mortgage banking subsidiary of $836,000. Noninterest income also decreased from $10,113,000 for the first nine months of 2013 to $6,185,000 for the first nine months of 2014, a decrease of $3,928,000, or 39%. The decrease in noninterest income is primarily a result of lower gains on sale of loans of $3,001,000, a lower gain on the sale of investments of $231,000 and the gain on the sale of the Robious branch of $598,000 in the first quarter of 2013.

Noninterest expense

Noninterest expense for the three months ended September 30, 2014 was $5,464,000 compared to $7,136,000 for the three months ended September 30, 2013, a decrease of $1,672,000 or 23%. The more significant decreases occurred in salaries and benefits of $637,000 and expenses related to foreclosed real estate of $937,000. Noninterest expense for the nine months ended September 30, 2014 was $16,660,000 compared to $21,072,000 for the nine months ended September 30, 2013, a decrease of $4,412,000 or 21%. The more significant decreases occurred in salaries and benefits of $1,577,000 and expenses related to foreclosed assets of $2,525,000. The decrease in salaries and benefits for the three and nine month periods is attributable to the decrease in salaries and commissions paid to mortgage loan officers from the decreased loan production by our mortgage banking subsidiary as well as reductions in Bank staff. The decrease in expenses related to foreclosed real estate for the three and nine month periods is a result of our higher write downs and the disposition of significant collateral in 2013 as well as an improving real estate market.

Income taxes

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

The net deferred tax asset is included in other assets on the balance sheet. Accounting Standards Codification Topic 740, Income Taxes , requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. Management considers both positive and negative evidence and analyzes changes in near-term market conditions as well as other factors which may impact future operating results. In making such judgments, significant weight is given to evidence that can be objectively verified. The deferred tax assets are analyzed quarterly for changes affecting realization. Management determined that as of December 31, 2013, the objective negative evidence represented by the Company’s recent losses outweighed the more subjective positive evidence and, as a result, recognized a valuation allowance on its net deferred tax asset that is dependent on future earnings of the Company of approximately $11,940,000. At September 30, 2014, management continues to believe that the objective negative evidence represented by the Company’s continued losses in the third quarter outweighed the more subjective positive evidence and, as a result, recognized an addition to the valuation allowance on its net deferred tax asset of approximately $274,000 resulting in a total valuation allowance at September 30, 2014 of $12,214,000. The net operating losses available to offset future taxable income amounted to $21,712,000 at September 30, 2014 and expire at the end of 2031.

Commercial banking organizations conducting business in Virginia are not subject to Virginia income taxes. Instead, they are subject to a franchise tax based on bank capital. Due to the Company’s adjusted capital level we were not subject to franchise tax expense for the nine months ended September 30, 2014 and 2013.

Balance Sheet Analysis

Our total assets decreased to $433,005,000 at September 30, 2014 from $444,173,000 at December 31, 2013, a decrease of $11,168,000, or 2.5%. The decrease in loans was the primary driver of this decline. Net portfolio loans decreased by $9,876,000 during the first nine months of 2014 primarily a result of large loan payoffs. Investment securities also contributed to the decrease in assets with a decrease of $2,233,000.

Loans

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

The Company’s real estate loan portfolios, which represent approximately 84% of all loans, are secured by mortgages on real property located principally in the Commonwealth of Virginia. Sources of repayment are from the borrower’s operating profits, cash flows and liquidation of pledged collateral. The Company’s commercial loan portfolio represents approximately 8% of all loans. Loans in this category are typically made to individuals, small and medium-sized businesses and range between $250,000 and $2.5 million. Based on underwriting standards, commercial and industrial loans may be secured in whole or in part by collateral such as liquid assets, accounts receivable, equipment, inventory, and real property. The collateral securing any loan may depend on the type of loan and may vary in value based on market conditions. The remainder of our loan portfolio is in consumer loans which represent 8% of the total.

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

	September 30, 2014						December 31, 2013
	Amount			%			Amount			%
Construction and land development
Residential	$	4,592			1.67	%	$	2,931			1.02	%
Commercial		25,135			9.15	%		28,179			9.84	%
		29,727			10.80	%		31,110			10.86	%
Commercial real estate
Owner occupied		58,275			21.17	%		73,584			25.68	%
Non-owner occupied		39,805			14.47	%		43,868			15.31	%
Multifamily		11,019			4.01	%		11,560			4.03	%
Farmland		1,343			0.49	%		1,463			0.51	%
		110,442			40.13	%		130,475			45.53	%
Consumer real estate
Home equity lines		20,275			7.37	%		21,246			7.41	%
Secured by 1-4 family residential
First deed of trust		63,425			23.05	%		66,873			23.34	%
Second deed of trust		8,127			2.95	%		8,675			3.03	%
		91,827			33.39	%		96,794			33.78	%
Commercial and industrial loans
(except those secured by real estate)		22,471			8.17	%		26,254			9.16	%
Consumer and other		20,656			7.51	%		1,930			0.67	%

Total loans		275,123			100.0	%		286,563			100.0	%
Deferred loan cost, net		666						683
Less: allowance for loan losses		(5,658	)					(7,239	)

	$	270,131					$	280,007

The decline in our total loan portfolio for the first nine months of 2014 was primarily due to scheduled payments as well as some large payoffs during the period. Although total loans have decreased, our consumer loans have increased by $18,726,000. The Bank purchased a portfolio of rehabilitated student loans guaranteed by the Department of Education (“DOE”) totaling approximately $19 million on July 29, 2014. The guarantee covers approximately 98% of principal and accrued interest. The loans are serviced by a third-party servicer that specializes in handling the special needs of the DOE student loan programs. The Bank used excess liquidity to purchase the loans.

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

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

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

Allowance for loan losses

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

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

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

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

The allowance for loan losses at September 30, 2014 was $5,658,000, compared to $7,239,000 at December 31, 2013. The ratio of the allowance for loan losses to gross portfolio loans (net of unearned income and excluding mortgage loans held for sale) at September 30, 2014 and December 31, 2013 was 2.06% and 2.52%, respectively. The decrease in the allowance for loan losses for the first nine months of 2014 was primarily a result of charge-offs recognized during the quarter for which specific provisions for loan losses had been previously provided. We believe the amount of the allowance for loan losses at September 30, 2014 is adequate to absorb the losses that can reasonably be anticipated from the loan portfolio at that date.

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

	Nine Months Ended
	September 30,
	2014			2013

Beginning balance	$	7,239		$	10,808
Provision for loan losses		100			823
Charge-offs
Construction and land development
Commercial		(100	)		(270	)
Commercial real estate
Owner occupied		(608	)		(404	)
Non-owner occupied		(238	)		(510	)
Farmland		(96	)		(448	)
Consumer real estate
Home equity lines		(476	)		(266	)
Secured by 1-4 family residential
First deed of trust		(277	)		(1,002	)
Second deed of trust		(76	)		(215	)
Commercial and industrial
(except those secured by real estate)		(168	)		(466	)
Consumer and other		(8	)		(52	)
		(2,047	)		(3,633	)
Recoveries
Construction and land development
Residential		1			101
Commercial		44			281
Commercial real estate
Owner occupied		-			43
Non-owner occupied		24			-
Consumer real estate
Home equity lines		14			10
Secured by 1-4 family residential
First deed of trust		64			22
Second deed of trust		115			5
Commercial and industrial
(except those secured by real estate)		90			160
Consumer and other		14			8
		366			630
Net charge-offs		(1,681	)		(3,003	)

Ending balance	$	5,658		$	8,628

Loans outstanding at end of period *⁽¹⁾*	$	275,123		$	303,693
Ratio of allowance for loan losses as a percent of loans outstanding at end of period		2.06	%		2.84	%

Average loans outstanding for the period *⁽¹⁾*	$	275,157		$	321,721
Ratio of net charge-offs to average loans outstanding for the period		0.61	%		0.93	%

(1) Loans are net of unearned income.

Asset quality

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

	September 30,			December 31,			September 30,
	2014			2013			2013

Nonaccrual loans	$	9,547		$	18,647		$	22,490
Foreclosed properties		14,003			16,742			19,652
Total nonperforming assets	$	23,550		$	35,389		$	42,142

Restructured loans still accruing	$	26,923		$	28,236		$	28,474

Loans past due 90 days and still accruing (not included in nonaccrual loans above)	$	-		$	60		$	-

Nonperforming assets to loans *⁽¹⁾*		8.6	%		12.3	%		13.9	%

Nonperforming assets to total assets		5.4	%		8.0	%		9.2	%

Allowance for loan losses to nonaccrual loans		59.3	%		38.8	%		38.4	%

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

The following table presents an analysis of the changes in nonperforming assets for the nine months ended September 30, 2014 (in thousands):

	Nonaccrual			Foreclosed
	Loans			Properties			Total

Balance December 31, 2013	$	18,647		$	16,742		$	35,389
Additions		5,840			780			6,620
Loans placed back on accrual		(6,877	)		-			(6,877	)
Transfers to OREO		(5,090	)		5,090			-
Repayments		(1,140	)		-			(1,140	)
Charge-offs		(1,833	)		(751	)		(2,584	)
Sales		-			(7,858	)		(7,858	)

Balance September 30, 2014	$	9,547		$	14,003		$	23,550

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

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

Of the total nonaccrual loans of $9,547,000 at September 30, 2014 that were considered impaired, 13 loans totaling $1,572,000 had specific allowances for loan losses totaling $460,000. This compares to $18,647,000 in nonaccrual loans at December 31, 2013 of which 18 loans totaling $4,647,000 had specific allowances for loan losses of $1,189,000.

Cumulative interest income that would have been recorded had nonaccrual loans been performing would have been approximately $333,000 and $1,980,000 for the nine months ended September 30, 2014 and 2013, respectively.

Deposits

Deposits as of September 30, 2014 and December 31, 2013 were as follows (dollars in thousands):

	September 30, 2014					December 31, 2013
	Amount		%			Amount		%

Demand accounts	$	65,218		17.1	%	$	57,244		14.7	%
Interest checking accounts		42,196		11.1	%		43,691		11.2	%
Money market accounts		66,361		17.4	%		63,357		16.2	%
Savings accounts		20,032		5.3	%		20,229		5.2	%
Time deposits of $100,000 and over		83,694		22.0	%		94,245		24.1	%
Other time deposits		103,163		27.1	%		111,862		28.6	%

Total	$	380,664		100.0	%	$	390,628		100.0	%

Total deposits decreased by $9,964,000, or 2.6% from $390,628,000 at December 31, 2013 to $380,664,000 at September 30, 2014, as compared to a decrease of $34,727,000, or 8.0%, during the first nine months of 2013. Checking and savings accounts increased by $6,282,000, money market accounts increased by $3,004,000 and time deposits decreased by $19,250,000. The decline in time deposits was a result of repricing maturing time deposits at rates below market for noncore depositors. The cost of our interest-bearing deposits declined to 0.94% for the first nine months of 2014 compared to 1.05% for the first nine months of 2013.

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

Borrowings

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

As a member of the Federal Home Loan Bank of Atlanta (“FHLB”), the Bank is required to own capital stock in the FHLB and is authorized to apply for borrowings from the FHLB. Each FHLB credit program has its own interest rate, which may be fixed or variable, and range of maturities. The FHLB may prescribe the acceptable uses to which the advances may be put, as well as on the size of the advances and repayment provisions. Borrowings from the FHLB were $14,000,000 and $18,000,000 at September 30, 2014 and December 31, 2013, respectively. The FHLB advances are secured by the pledge of residential mortgage loans, investment securities and our FHLB stock.

Capital resources

Stockholders’ equity at September 30, 2014 was $18,735,000, compared to $18,244,000 at December 31, 2013. The $491,000 increase in equity during the first nine months of 2014 was primarily due to the reduction in accumulated other comprehensive loss of $2,150,000, offset by the net loss available to common shareholders of $1,763,000.

On May 1, 2009, the Company received a $14,738,000 investment by the United States Department of the Treasury under its Capital Purchase Program (the “TARP Program”). Under the TARP Program, the Company issued to the Treasury $14,738,000 of preferred stock and warrants to purchase 31,190 shares of the Company’s common stock at a purchase price of $4.43 per share. The preferred stock issued by the Company under the TARP Program carried a 5% dividend until May 1, 2014, and now carries a 9% dividend. In November 2013, the Company participated in a successful auction of the preferred stock by the Treasury that resulted in the purchase of the preferred stock by private and institutional investors. The Treasury continues to own the warrants.

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

The Company is currently prohibited by its Written Agreement with the Reserve Bank from making dividend or interest payments on the TARP Program preferred stock or trust preferred capital notes without prior regulatory approval. In addition, the Consent Order with the Supervisory Authorities provides that the Bank will not pay any dividends, pay bonuses or make any other form of payment outside the ordinary course of business resulting in a reduction in capital, without regulatory approval. At September 30, 2014, the aggregate amount of all of the Company’s total accrued but deferred dividend payments on the preferred stock was $3,243,600.

On December 4, 2013, the Company issued 67,907 new shares of common stock through a private placement to directors and executive officers. The sale raised $1,684,075 in new capital for the Company. The $24.80 sale price for the common shares was equal to the stock’s book value at September 30, 2013, which represented a 30% premium over the closing price of the stock on December 3, 2013.

On August 6, 2014, the Company filed Articles of Amendment to its Articles of Incorporation with the Virginia State Corporation Commission to effect a reverse stock split of its outstanding common stock. The Articles of Amendment which became effective on August 8, 2014. As a result of the reverse split, every sixteen shares of the Company’s issued and outstanding common stock were consolidated into one issued and outstanding share of common stock .

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

	September 30,			December 31,
	2014			2013

Tier 1 capital
Total equity capital	$	18,735		$	18,244
Net unrealized loss on available-for-sale securities		1,609			3,752
Defined benefit postretirement plan		79			86
Qualifying trust preferred securities		1,675			2,240
Disallowed intangible assets		(222	)		(295	)
Total Tier 1 capital		21,876			24,027

Tier 2 capital
Qualifying trust preferred securities		7,089			6,524
Allowance for loan losses		3,685			4,101
Total Tier 2 capital		10,774			10,625

Total risk-based capital		32,650			34,652

Risk-weighted assets	$	292,859		$	324,965

Average assets	$	435,426		$	451,734

Capital ratios
Leverage ratio (Tier 1 capital to average assets)		5.02	%		5.32	%
Tier 1 capital to risk-weighted assets		7.47	%		7.39	%
Total capital to risk-weighted assets		11.15	%		10.66	%
Equity to total assets		4.33	%		4.11	%

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

	September 30,			December 31,
	2014			2013

Tier 1 capital
Total bank equity capital	$	29,357		$	27,574
Net unrealized loss on available-for-sale securities		1,609			3,752
Defined benefit postretirement plan		79			86
Disallowed intangible assets		(222	)		(295	)
Total Tier 1 capital		30,823			31,117

Tier 2 capital
Allowance for loan losses		3,652			4,075
Total Tier 2 capital		3,652			4,075

Total risk-based capital		34,475			35,192

Risk-weighted assets	$	290,151		$	322,853

Average assets	$	433,337		$	449,606

Capital ratios
Leverage ratio (Tier 1 capital to average assets)		7.11	%		6.92	%
Tier 1 capital to risk-weighted assets		10.62	%		9.64	%
Total capital to risk-weighted assets		11.88	%		10.90	%
Equity to total assets		6.83	%		6.19	%

Federal regulatory agencies are required by law to adopt regulations defining five capital tiers: well capitalized, adequately capitalized, under capitalized, significantly under capitalized, and critically under capitalized. The Bank met the ratio requirements to be categorized “well capitalized” institution as of September 30, 2014 and December 31, 2013. However, due to the minimum capital ratios required by the Consent Order, the Bank currently is considered adequately capitalized. The Consent Order requires the Bank to maintain a leverage ratio of at least 8% and a total capital to risk-weighted assets ratio of at least 11%. At September 30, 2014, the Bank’s leverage ratio was 7.11% and the total capital to risk weighted assets ratio was 11.88%. As required by the Consent Order, the Bank has provided a capital plan to the Supervisory Authorities that demonstrates how the Bank will come into compliance with the required minimum capital ratios set forth in the Consent Order. When capital falls below the “well capitalized” requirement, consequences can include: new branch approval could be withheld; more frequent examinations by the FDIC; brokered deposits cannot be renewed without a waiver from the FDIC; and other potential limitations as described in FDIC Rules and Regulations sections 337.6 and 303, and FDIC Act section 29. In addition, the FDIC insurance assessment increases when an institution falls below the “well capitalized” classification.

Liquidity

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

At September 30, 2014, our liquid assets, consisting of cash, cash equivalents and investment securities available for sale totaled $100,347,000, or 23% of total assets. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner. However, approximately $20,030,000 of these securities are pledged against current and potential fundings.

Our holdings of liquid assets plus the ability to maintain and expand our deposit base and borrowing capabilities serve as our principal sources of liquidity. We plan to meet our future cash needs through the liquidation of temporary investments, the generation of deposits, and from additional borrowings. In addition, we will receive cash upon the maturity and sale of loans and the maturity of investment securities. We maintain two federal funds lines of credit with correspondent banks totaling $17 million for which there were no borrowings against the lines at September 30, 2014.

At September 30, 2014, we had commitments to originate $51,222,000 of loans. Fixed commitments to incur capital expenditures were approximately $600,000 at September 30, 2014. Certificates of deposit scheduled to mature in the 12-month period ending September 30, 2015 totaled $77,109,000. We believe that a significant portion of such deposits will remain with us. We further believe that deposit growth, loan repayments and other sources of funds will be adequate to meet our foreseeable short-term and long-term liquidity needs.

Interest rate sensitivity

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

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

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

Critical accounting policies

General

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

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

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

Allowance for loan losses

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

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

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

Troubled debt restructurings

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

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

Real estate acquired in settlement of loans

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

Income taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance may be established. Management considers the determination of this valuation allowance to be a critical accounting policy due to the need to exercise significant judgment in evaluating the amount and timing of recognition of deferred tax liabilities and assets, including projections of future taxable income. These judgments and estimates are reviewed on a continual basis as regulatory and business factors change. A valuation allowance for deferred tax assets may be required if the amounts of taxes recoverable through loss carry backs decline, or if management projects lower levels of future taxable income. Management determined that as of December 31, 2013 and September 30, 2014, the objective negative evidence represented by the Company’s recent losses outweighed the more subjective positive evidence and, as a result, recognized a valuation allowance of $11,940,000 and $12,214,000 respectively, representing all of the net deferred tax asset that is dependent on future earnings of the Company at the indicated date.

New accounting standards

In January 2014, the FASB issued ASU 2014-01, “Investments – Equity Method and Joint Ventures: Accounting for Investments in Qualified Affordable Housing Projects”. This ASU applies to all reporting entities that invest in qualified affordable housing projects through limited liability entities that are flow through entities for tax purposes. The amendments in the ASU eliminate the effective yield election and permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Those not electing the proportional amortization method would account for the investment using the equity method or cost method. The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2014. The adoption of this guidance should not have a material effect on the Company’s financial condition or results of operations.

Impact of inflation and changing prices

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

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4 – CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of September 30, 2014. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2014 in ensuring that all material information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed summarized and reported with the time periods specified in SEC rules and regulations and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

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

ITEM 1A – RISK FACTORS

Not applicable.

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

Not applicable.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

ITEM 4 – MINE SAFETY DISCLOSURES

None.

ITEM 5 – OTHER INFORMATION

Not applicable.

ITEM 6 – EXHIBITS

	3.1	Articles of Incorporation of Village Bank and Trust Financial Corp. as amended.

	31.1	Certification of Chief Executive Officer

	31.2	Certification of Chief Financial Officer

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

	101	The following materials from the Village Bank and Trust Financial Corp. Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.

SIGNATURES

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

	VILLAGE BANK AND TRUST FINANCIAL CORP.
	(Registrant)

Date: October 31, 2014	By:	/s/ William G. Foster, Jr.
	William G. Foster, Jr.
	President and
	Chief Executive Officer

Date: October 31, 2014	By:	/s/ C. Harril Whitehurst, Jr.
	C. Harril Whitehurst, Jr.
	Executive Vice President and
	Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number		Document

3.1		Articles of Incorporation of Village Bank and Trust Financial Corp. as amended

31.1		Certification of Chief Executive Officer

31.2		Certification of Chief Financial Officer

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

101		The following materials from the Village Bank and Trust Financial Corp. Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.

Exhibit 3.1

ARTICLES OF INCORPORATION

VILLAGE BANK AND TRUST FINANCIAL CORP.

(restated in electronic format only as of May 18, 2005)

These Articles of Incorporation filed pursuant to Title 13.1 of the Code of Virginia provide:

Article I - NAME

The name of the Corporation is:

VILLAGE BANK AND TRUST FINANCIAL CORP.

Article II - PURPOSES

The purpose of the Corporation is to own and operate banks, to engage in any and all other lawful businesses, and to have and exercise any and all powers which are permitted corporations organized under the laws of Virginia.

Article III - CAPITAL STOCK

Paragraph A. The aggregate number of shares of stock which the Corporation shall have the authority to issue and the par value per share is as follows:

	Number of
Class	Shares		Par Value

Common Stock		10,000,000	$	4.00
Preferred Stock		1,000,000	$	4.00

Paragraph B. No holders of any class of stock of the Corporation shall have any preemptive or other preferential right to purchase or subscribe to (i) any shares of any class of stock of the Corporation, whether now or hereafter authorized, (ii) any warrants, rights or options to purchase any such stock, or (iii) any obligations convertible into any such stock or into warrants, rights or options to purchase any such stock.

Paragraph C. The holders of the Common Stock shall, to the exclusion of the holders of any other class of stock of the Corporation, have the sole and full power to vote for the election of directors and for all other purposes without limitation except only as otherwise provided in any articles of amendment applicable to any series of Preferred Stock, and as otherwise expressly provided by the then existing statutes of Virginia. The holders of the Common Stock shall have one vote for each share of Common Stock held by them. Except as may be set forth in any articles of amendment applicable to shares of Preferred Stock, the holders of the Common Stock shall be entitled to receive the net assets of the Corporation upon dissolution.

Paragraph D. Authority is expressly vested in the Board of Directors to divide the Preferred Stock into and issue the same in series and, to the fullest extent permitted by law, to fix and determine the preferences, limitations and relative rights of the shares of any series so established, and to provide for the issuance thereof.

Prior to the issuance of any share of a series of Preferred Stock, the Board of Directors shall establish such series by adopting a resolution setting forth the designation and number of shares of the series and the preferences, limitations and relative rights thereof, and the Corporation shall file with the Commission articles of amendment as required by law, and the Commission shall have issued a certificate of amendment.

Article IV - ELECTION OF DIRECTORS

The management, control and governance of the Corporation shall be vested in the Board of Directors, which shall be composed of no less than seven nor more than twenty-five Directors. The number of Directors shall be established by the Bylaws of the Corporation, but the minimum and maximum number of Directors may not be changed except by amendment to the Articles of Incorporation. The Directors shall be divided into three groups, Groups A, B, and C, as nearly as possible equal in number. At the first annual meeting of the shareholders of the Corporation. Directors of one Group shall be elected for a term of one year, Directors of a second Group shall be elected for a term of two years, and Directors of the third Group shall be elected for a term of three years. Upon the expiration of their initial term of office, Directors of each Group shall be elected for three-year terms. All Directors shall remain in office until their successors have been duly elected by the shareholders and qualified.

Article V - REGISTERED OFFICE AND REGISTERED AGENT

The initial registered office of the Corporation is Two James Center, 17th Floor, 1021 East Cary Street, P.O. Box 1320, Richmond, Virginia 23218-1320. The initial registered agent is Wayne A. Whitham, Jr., whose business address is the same as the Corporation’s registered office, and who is a resident of Virginia and a member of the Virginia State Bar.

Article VI - INDEMNIFICATION AND ELIMINATION OF LIABILITY

1. Indemnification of Directors and Officers . Except as provided in Section 2 of this Article, and to the full extent authorized by the Code of Virginia, the Corporation shall indemnify every individual made a party a proceeding because he is or was a Director or Officer against liability incurred in the proceeding if: (i) he conducted himself in good faith, (ii) he believed, in the case of conduct in his official capacity with the Corporation, that his conduct was in its best interests and, in all other cases, that his conduct was at least not opposed to its best interests (or in the case of conduct with respect to an employee benefit plan, that his conduct was for a purpose he believed to be in the interests of the participants and beneficiaries of the plan), and (iii) he had no reasonable cause to believe, in the case of any criminal proceeding, that his conduct was unlawful.

2. Indemnification Not Permitted . The Corporation shall not indemnify any individual against his willful misconduct or a knowing violation of the criminal law or against any liability incurred by him in any proceeding charging improper personal benefit to him, whether or not by or in the right of the Corporation or involving action in his official capacity, in which he was adjudged liable by a court of competent jurisdiction on the basis that personal benefit was improperly received by him.

3. Effect of Judgment or Conviction . The termination of a proceeding by judgment, order, settlement or conviction shall not, of itself, constitute a determination that an individual did not meet the standard of conduct set forth in Section l of this Article or that the conduct of such individual was willful misconduct or a knowing violation of the criminal law.

4. Determination and Authorization . Unless ordered by a court of competent jurisdiction, any indemnification under Section l of this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the individual is permissible in the circumstances because: (i) he met the standard of conduct set forth in Section 1 and, with respect to a proceeding by or in the right of the Corporation in which such individual was adjudged liable to the Corporation, he is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances even though he was adjudged liable and (ii) the conduct of such individual did not constitute willful misconduct or a knowing violation of the criminal law.

Such determination shall be made: (i) by the Board of Directors by a majority vote of a quorum consisting of Directors not at the time parties to the proceedings, or (ii) if such a quorum cannot be obtained, by a majority vote of a committee duly designated by the Board of Directors (in which designated Directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding, or (iii) by special legal counsel selected by the Board of Directors or its committee in the manner heretofore provided or, if such a quorum of the Board of Directors cannot be obtained and such a committee cannot be designated, selected by a majority vote of the Board of Directors (in which selected Directors who are parties may participate), or (iv) by the shareholders, but shares owned by or voted under the control of individuals who are at the time parties to the proceeding may not be voted on the determination. Authorization of indemnification, evaluation as to reasonableness of expenses and determination and authorization of advancements for expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization or indemnification and evaluation as to reasonableness of expenses shall be made by those selecting such counsel.

In the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this Article VI shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

No amendment, modification or repeal of this Article shall diminish the rights provided hereby or the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act occurring before the adoption of such amendment, modification or repeal.

5. Advance for Expenses . Subject to applicable federal law, the Corporation may pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding in advance of final disposition of the proceeding if: (i) he furnished the Corporation a written statement of his good faith belief that he has met the standard of conduct described in Section 1 of this Article and a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that indemnification of such individual in the specific case is not permissible, and (ii) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article. An undertaking furnished to the Corporation in accordance with the provisions of this Section shall be an unlimited general obligation of the individual furnishing the same but need not be secured and may be accepted by the Corporation without reference to financial ability to make repayment.

6. Indemnification of Employees and Agents . The Corporation may, but shall not be required to, indemnify and advance expenses to employees and agents of the Corporation to the same extent in this Article with respect to Directors and Officers.

7. Elimination Of Liability of Directors and Officers . Except as provided in section 8 of this Article, in any proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, a Director or Officer of the Corporation shall not be liable in any monetary amount for damages arising out of or resulting from a single transaction, occurrence or course of conduct.

8. Liability of Directors and Officers Not Eliminated . The liability of a Director or Officer shall not be eliminated in accordance with the provisions of Section 7 of this Article if the Director or Officer engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law, including without limitation, any claim of unlawful insider trading or manipulation of the market for any security.

9. Insurance . The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, or employee, agent or consultant of the Corporation against any liability asserted against or incurred by any such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article.

10. Definitions . In this Article:

“Director” and “Officer” mean an individual who is or was director or officer of the Corporation, as the case may be, or who, while a director or officer of the Corporation is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A Director or Officer shall be considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.

“Individual” includes, unless the context requires otherwise, the estate, heirs, executors, personal representatives and administrators of an individual.

“Expenses” includes but is not limited to counsel fees.

“Liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.

“Official Capacity” means: (i) when used with respect to a Director, the office of Director in the Corporation, (ii) when used with respect to an officer, the office in the Corporation held by him, or (iii) when used with respect to an employee or agent, the employment or agency relationship undertaken by him on behalf of the corporation.

“Party” includes an individual who was, is, or threatened to be made a named defendant or respondent in a proceeding.

“Proceeding” means any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

11. Provisions Not Exclusive . As authorized by the Virginia Code, the provisions of this Article are in addition to and not in limitation of the specific powers of a corporation to indemnify directors and officers set forth therein. If any provision of this Article shall be adjudicated invalid or unenforceable by a court of competent jurisdiction, such adjudication shall not be deemed to invalidate or otherwise affect any other provision hereof or any power of indemnity which the Corporation may have under the Virginia Code or other laws of the Commonwealth of Virginia.

Article VII - SHAREHOLDER APPROVAL REQUIRED

An amendment of these Articles of Incorporation, a plan of merger or share exchange, a transaction involving the sale of all or substantially all the Corporation’s assets other than in the regular course of business, or a plan of dissolution shall be approved by the vote of a majority of all the votes entitled to be cast on such transactions by each voting group entitled to vote on the transaction at a meeting at which a quorum of the voting group is present, provided that the transaction has been approved and recommended by at least two-thirds of the Directors in office at the time of such approval and recommendation. If the transaction is not so approved and recommended by at least two-thirds of the Directors in office, then the transaction shall be approved by the vote of eighty percent or more of all the votes entitled to be cast on such transactions by each voting group entitled to vote on the transaction.

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF

VILLAGE BANK AND TRUST FINANCIAL CORP.

1. The name of the Corporation is Village Bank and Trust Financial Corp.

2. Article III of the Corporation’s Articles of Incorporation shall be amended to provide for the issuance, and to fix the preferences, limitations and relative rights, within the limits permitted by applicable law, of 14,738 shares of the Corporation’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, all as set forth in Exhibit A attached hereto.

3. Pursuant to Section 13.1-639 of the Virginia Stock Corporation Act (the “Act”), the Articles of Incorporation permit the Corporation’s Board of Directors to amend the Articles of Incorporation in order to establish the preferences, limitations and relative rights of one or more series of the corporation’s authorized class of Preferred Stock without the approval of the corporation’s shareholders. The foregoing amendment was adopted on April 28, 2009 by the Corporation’s Board of Directors without shareholder approval pursuant to such section of the Act. The Corporation has not issued any shares of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, as of the date hereof.

4. The Certificate of Amendment shall become effective immediately upon filing in accordance with Section 13.1-606 of the Act.

Date: April 29, 2009	VILLAGE BANK AND TRUST FINANCIAL CORP.

	By:	/s/ Thomas W. Winfree

		Thomas W. Winfree
		President and Chief Executive Officer

EXHIBIT A

CERTIFICATE OF DESIGNATIONS

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

VILLAGE BANK AND TRUST FINANCIAL CORP.

Village Bank and Trust Financial Corp., a corporation organized and existing under the laws of the Commonwealth of Virginia (the “ Corporation ”), in accordance with the provisions of Title 13.1 of Chapter 9 of the Code of Virginia thereof, does hereby certify:

The board of directors of the Corporation (the “ Board of Directors ”) or an applicable committee of the Board of Directors, in accordance with the Articles of Incorporation of the Corporation and applicable law, adopted the following resolution on April 28, 2009 creating a series of 14,738 shares of Preferred Stock of the Corporation designated as “ Fixed Rate Cumulative Perpetual Preferred Stock, Series A ”.

RESOLVED , that pursuant to the provisions of the Amended and Restated Articles of Incorporation of the Corporation and applicable law, a series of Preferred Stock, par value $4.00 per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

Article III of the Articles of Incorporation of Village Bank and Trust Financial Corp. is hereby amended to include a new Paragraph E of Article III, which reads as follows:

Paragraph E. Fixed Rate Cumulative Perpetual Preferred Stock, Series A

1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series A” (the “ Designated Preferred Stock” ). The authorized number of shares of Designated Preferred Stock shall be 14,738.

2. Standard Provisions . The Standard Provisions contained in Schedule A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

3. Definitions . The following terms are used in this Certificate of Designations (including the Standard Provisions in Schedule A hereto) as defined below:

(a) “ Common Stock ” means the common stock, par value $4.00 per share, of the Corporation.

(b) “ Dividend Payment Date ” means February 15, May 15, August 15 and November 15 of each year.

(c) “ Junior Stock ” means the Common Stock and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.

(d) “ Liquidation Amount ” means $1,000 per share of Designated Preferred Stock.

(e) “ Minimum Amount ” means $3,684,500.

(f) “ Parity Stock ” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

(g) “ Signing Date ” means the Original Issue Date.

4. Certain Voting Matters . Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, Village Bank and Trust Financial Corp. has caused this Certificate of Designations to be signed by Thomas W. Winfree, its President and Chief Executive Officer, this 29th day of April, 2009.

	VILLAGE BANK AND TRUST FINANCIAL CORP.

	By:	/s/ Thomas W. Winfree

		Thomas W. Winfree
		President and Chief Executive Officer

SCHEDULE A

STANDARD PROVISIONS

Section 1. General Matters . Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.

Section 2. Standard Definitions . As used herein with respect to Designated Preferred Stock:

(a) “ Applicable Dividend Rate ” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.

(b) “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(c) “ Business Combination ” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Corporation’s shareholders.

(d) “ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(e) “ Bylaws ” means the bylaws of the Corporation, as they may be amended from time to time.

(f) “ Certificate of Designations ” means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(g) “ Charter ” means the Corporation’s articles of incorporation, as amended and/or restated from time to time.

(h) “ Dividend Period ” has the meaning set forth in Section 3(a).

(i) “ Dividend Record Date ” has the meaning set forth in Section 3(a).

(j) “ Liquidation Preference ” has the meaning set forth in Section 4(a).

(k) “ Original Issue Date ” means the date on which shares of Designated Preferred Stock are first issued.

(l) “ Preferred Director ” has the meaning set forth in Section 7(b).

(m) “ Preferred Stock ” means any and all series of preferred stock of the Corporation, including the Designated Preferred Stock.

(n) “ Qualified Equity Offering ” means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

(o) “ Share Dilution Amount ” has the meaning set forth in Section 3(b).

(p) “ Standard Provisions ” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.

(q) “ Successor Preferred Stock ” has the meaning set forth in Section 5(a).

(r) “ Voting Parity Stock ” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends

(a) Rate . Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date ( i.e. , no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period ”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

(b) Priority of Dividends . So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business; (iii) purchases by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends or distributions of rights or Junior Stock in connection with a shareholders’ rights plan or any redemption or repurchase of rights pursuant to any shareholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock. “ Share Dilution Amount ” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

Section 4. Liquidation Rights

(a) Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Corporation, subject to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “ Liquidation Preference ”).

(b) Partial Payment . If in any distribution described in Section 4(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c) Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Section 5. Redemption

(a) Optional Redemption . Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Corporation (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “ Successor Preferred Stock ”) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Corporation (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund . The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

(c) Notice of Redemption . Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d) Partial Redemption . In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

(f) Status of Redeemed Shares . Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock ( provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6. Conversion . Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights

(a) General . The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

(b) Preferred Stock Directors . Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “ Preferred Directors ” and each a “ Preferred Director ” ) to fill such newly created directorships at the Corporation’s next annual meeting of shareholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of shareholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(c) Class Voting Rights as to Particular Matters . So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock . Any amendment or alteration of the Certificate of Designations for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;

(ii) Amendment of Designated Preferred Stock . Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations . Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;

provided , however , that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

(d) Changes after Provision for Redemption . No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(e) Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders . To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices . All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights . No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates . The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.

Section 12. Other Rights . The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION

OF VILLAGE BANK AND TRUST FINANCIAL CORP.

The undersigned, on behalf of the corporation set forth below, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, states as follows:

The name of the corporation is Village Bank and Trust Financial Corp.

The corporation’s Articles of Incorporation are amended as follows:

The following is hereby added to the end of Paragraph A of Article III:

As of 12:01 a.m., Eastern Time, on August 8, 2014 (the “Effective Time”), a reverse stock split (“Reverse Stock Split”) will occur, as a result of which each sixteen (16) shares of issued and outstanding Common Stock of the Corporation (“Old Common Stock”) shall automatically, without further action on the part of the Corporation or any holder of such Common Stock, be reclassified and converted into one (1) share of the Corporation’s Common Stock (“New Common Stock”). The Corporation will not issue fractional shares. The number of shares to be issued to each holder will be rounded up to the nearest whole number if, as a result of the Reverse Stock Split, the number of shares owned by any holder would not be a whole number. From and after the Effective Time, certificates representing Old Common Stock shall confer no right upon the holders thereof other than the right to exchange them for certificates representing New Common Stock pursuant to the provisions hereof.

The remainder of Article III is not changed by this amendment.

The foregoing amendment was adopted on July 22, 2014.

Pursuant to Article VII of the corporation’s Articles of Incorporation, this amendment has been approved and recommended by at least two-thirds (2/3) of the Board of Directors of the corporation.

The amendment was proposed by the Board of Directors and submitted to the holders of the corporation’s voting common stock, the only class of voting capital stock outstanding, in accordance with the provisions of Title 13.1, Chapter 9 of the Code of Virginia, and:

(a)

The number of shares outstanding on the record date, the number of votes entitled to be cast on the proposed amendment and the number of votes cast for and against the amendment were as follows:

Number of shares outstanding:			5,338,295
Number of votes entitled to be cast:			5,294,497
Number of votes for:			3,799,507
Number of votes against:			469,819

(b)

The total number of votes cast for the amendment was sufficient for approval of the amendment.

The Certificate of Amendment to be issued as a result of the filing of these Articles of Amendment shall become effective as of 12:01 a.m., Eastern Time, on August 8, 2014 in accordance with Section 13.1-606 of the Virginia Stock Corporation Act.

[Signature follows on next page]

IN WITNESS WHEREOF, Village Bank and Trust Financial Corp. has caused these Articles of Amendment to the Articles of Incorporation to be signed by C. Harril Whitehurst, Jr., a duly authorized officer of the corporation.

Dated: August 6, 2014	VILLAGE BANK AND TRUST FINANCIAL CORP.

	By:	/s/ C. Harril Whitehurst, Jr.
	Name:	C. Harril Whitehurst, Jr.
	Title:	Executive Vice President
		and Chief Financial Officer

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, William G. Foster, Jr., certify that:

I have reviewed the Quarterly Report on Form 10-Q of Village Bank and Trust Financial Corp. for the quarter ended September 30, 2014;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	October 31, 2014	By:	/s/ William G. Foster, Jr.
		William G. Foster, Jr.
		President and
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, C. Harril Whitehurst, Jr., certify that:

I have reviewed the Quarterly Report on Form 10-Q of Village Bank and Trust Financial Corp. for the quarter ended September 30, 2014;

(a)

(b)

(c)

(d)

(a)

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	October 31, 2014	By:	/s/ C. Harril Whitehurst, Jr.
		C. Harril Whitehurst, Jr.
		Executive Vice President and
		Chief Financial Officer

Exhibit 32.1

STATEMENT OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Village Bank and Trust Financial Corp. (the “Company”) for the period ended September 30, 2014, the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that based on their knowledge and belief: (1) the Form 10-Q for the period ended September 30, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in the Form 10-Q for the period ended September 30, 2014 fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented.

/s/ William G. Foster, Jr.	Date:	October 31, 2014
William G. Foster, Jr.
President and
Chief Executive Officer

/s/ C. Harril Whitehurst, Jr.	Date:	October 31, 2014
C. Harril Whitehurst, Jr.
Executive Vice President and
Chief Financial Officer