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Published: 2023-08-11 00:00:00 ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number: 0-50765

VILLAGE BANK AND TRUST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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

13319 Midlothian Turnpike, Midlothian, Virginia	23113
(Address of principal executive offices)	(Zip code)

804-897-3900

(Registrant’s telephone number, including area code)

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-Accelerated Filer ☒	Smaller Reporting Company ☒
Emerging growth company ☐

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

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

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

1,485,813 shares of common stock, $4.00 par value, outstanding as of July 31, 2023

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Village Bank and Trust Financial Corp.

Form 10-Q

TABLE OF CONTENTS


Part I – Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets June 30, 2023 (unaudited) and December 31, 2022	3

Consolidated Statements of Income For the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	4

Consolidated Statements of Comprehensive Income (Loss) For the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	5

Consolidated Statements of Shareholders’ Equity For the Three and Six Months and Ended June 30, 2023 and 2022 (unaudited)	6

Consolidated Statements of Cash Flows For Six Months Ended June 30, 2023 and 2022 (unaudited)	8

Notes to Consolidated Financial Statements (unaudited)	9

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk	57

Item 4. Controls and Procedures	57

Part II – Other Information

Item 1. Legal Proceedings	58

Item 1A. Risk Factors	58

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	58

Item 3. Defaults Upon Senior Securities	58

Item 4. Mine Safety Disclosures	58

Item 5. Other Information	58

Item 6. Exhibits	58

Signatures	59

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PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Balance Sheets

June 30, 2023 (Unaudited) and December 31, 2022*

(in thousands, except share and per share data)


	June 30,		December 31,
	2023		2022
Assets
Cash and due from banks	$	12,881	$	12,062
Federal funds sold		13,101		4,616
Total cash and cash equivalents		25,982		16,678
Investment securities available for sale, at fair value		132,235		133,853
Restricted stock, at cost		2,606		1,564
Loans held for sale		6,887		2,268
Loans
Outstandings		556,170		538,427
Allowance for credit losses		(3,256)		(3,370)
Deferred costs, net		746		588
Total loans, net		553,660		535,645
Premises and equipment, net		11,890		11,748
Bank owned life insurance		12,947		12,798
Accrued interest receivable		3,482		3,651
Other assets		4,966		5,065
Total Assets	$	754,655	$	723,270

Liabilities and Shareholders’ Equity
Liabilities
Deposits
Noninterest bearing demand	$	249,059	$	255,236
Interest bearing		379,323		369,507
Total deposits		628,382		624,743
Long-term debt - trust preferred securities		8,764		8,764
Subordinated debt, net		5,700		5,692
Federal Home Loan Bank advances		45,000		20,000
Accrued interest payable		270		70
Other liabilities		2,525		2,890
Total liabilities		690,641		662,159

Shareholders’ equity
Common stock, $4 par value, 10,000,000 shares authorized; 1,485,813 shares issued and outstanding at June 30, 2023 and 1,482,790 shares issued and outstanding at December 31, 2022		5,883		5,868
Additional paid-in capital		55,420		55,167
Retained earnings		13,142		10,957
Stock in directors rabbi trust		(467)		(689)
Directors deferred fees obligation		467		689
Accumulated other comprehensive loss		(10,431)		(10,881)
Total shareholders’ equity		64,014		61,111

Total liabilities and shareholders' equity	$	754,655	$	723,270

* Derived from audited consolidated financial statements.

See accompanying notes to consolidated financial statements.

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Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Statements of Income

Three and Six Months Ended June 30, 2023 and 2022

(Unaudited)

(in thousands, except per share data)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Interest income
Loans	$	7,266	$	6,042	$	14,029	$	11,891
Investment securities		719		583		1,446		977
Federal funds sold		114		106		207		131
Total interest income		8,099		6,731		15,682		12,999

Interest expense
Deposits		1,186		252		1,810		515
Borrowed funds		789		158		1,383		303
Total interest expense		1,975		410		3,193		818

Net interest income		6,124		6,321		12,489		12,181
Provision for (recovery of) credit losses		—		—		—		(400)
Net interest income after provision for (recovery of) credit losses		6,124		6,321		12,489		12,581

Noninterest income
Service charges and fees		711		671		1,380		1,290
Mortgage banking income, net		386		1,090		864		1,969
Gain on sale of Small Business Administration loans		—		79		—		79
Other		124		98		234		229
Total noninterest income		1,221		1,938		2,478		3,567

Noninterest expense
Salaries and benefits		3,415		3,423		6,863		6,947
Occupancy		307		284		618		614
Equipment		280		270		565		558
Supplies		35		36		84		74
Professional and outside services		838		738		1,651		1,463
Advertising and marketing		140		92		251		204
FDIC insurance premium		84		64		134		123
Other operating expense		733		607		1,423		1,213
Total noninterest expense		5,832		5,514		11,589		11,196

Income before income tax expense		1,513		2,745		3,378		4,952
Income tax expense		274		555		599		962

Net income	$	1,239	$	2,190	$	2,779	$	3,990

Earnings per share, basic	$	0.83	$	1.48	$	1.87	$	2.71
Earnings per share, diluted	$	0.83	$	1.48	$	1.87	$	2.70

See accompanying notes to consolidated financial statements.

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Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Statements of Comprehensive Income (Loss)

Three and Six Months ended June 30, 2023 and 2022

(Unaudited)

(in thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Net income	$	1,239	$	2,190	$	2,779	$	3,990
Other comprehensive income (loss)
Unrealized holding gains (losses) arising during the period		(1,312)		(4,471)		564		(9,037)
Tax effect		276		939		(118)		1,898
Net change in unrealized holding gains (losses) on securities available for sale, net of tax		(1,036)		(3,532)		446		(7,139)

Minimum pension adjustment		3		3		6		6
Tax effect		(1)		(1)		(2)		(2)
Minimum pension adjustment, net of tax		2		2		4		4

Total other comprehensive income (loss)		(1,034)		(3,530)		450		(7,135)

Total comprehensive income (loss)	$	205	$	(1,340)	$	3,229	$	(3,145)

See accompanying notes to consolidated financial statements.

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Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Statements of Shareholders' Equity

Three and Six Months Ended June 30, 2023 and 2022

(Unaudited)

(In thousands)


	Three Months Ended June 30, 2023

									Directors		Accumulated
			Additional				Stock in		Deferred		Other
	Common		Paid-in		Retained		Directors		Fees		Comprehensive
	Stock		Capital		Earnings		Rabbi Trust		Obligation		Income (Loss)		Total

Balance, March 31, 2023	$	5,881		55,256	$	12,141	$	(595)	$	595	$	(9,397)	$	63,881
Restricted stock redemption		—		—		—		128		(128)		—		—
Vesting of restricted stock		2		(2)		—		—		—		—		—
Stock based compensation		—		166		—		—		—		—		166
Cash dividend declared ($0.16 per share)		—		—		(238)		—		—		—		(238)
Net income		—		—		1,239		—		—		—		1,239
Other comprehensive loss		—		—		—		—		—		(1,034)		(1,034)
Balance, June 30, 2023	$	5,883	$	55,420	$	13,142	$	(467)	$	467	$	(10,431)	$	64,014


	Three Months Ended June 30, 2022

									Directors		Accumulated
			Additional				Stock in		Deferred		Other
	Common		Paid-in		Retained		Directors		Fees		Comprehensive
	Stock		Capital		Earnings		Rabbi Trust		Obligation		Loss		Total

Balance, March 31, 2022	$	5,835	$	54,891	$	5,103	$	(689)	$	689	$	(4,349)	$	61,480
Vesting of restricted stock		2		(2)		—		—		—		—		—
Stock based compensation		—		120		—		—		—		—		120
Cash dividend declared ($0.14 per share)		—		—		(207)		—		—		—		(207)
Net income		—		—		2,190		—		—		—		2,190
Other comprehensive loss		—		—		—		—		—		(3,530)		(3,530)
Balance, June 30, 2022	$	5,837	$	55,009	$	7,086	$	(689)	$	689	$	(7,879)	$	60,053


	Six Months Ended June 30, 2023

									Directors		Accumulated
			Additional				Stock in		Deferred		Other
	Common		Paid-in		Retained		Directors		Fees		Comprehensive
	Stock		Capital		Earnings		Rabbi Trust		Obligation		Income (Loss)		Total

Balance, December 31, 2022	$	5,868	$	55,167	$	10,957	$	(689)	$	689	$	(10,881)	$	61,111
Restricted stock redemption		—		—		—		222		(222)		—		—
Vesting of restricted stock		15		(15)		—		—		—		—		—
Stock based compensation		—		268		—		—		—		—		268
Cash dividend declared ($0.32 per share)		—		—		(475)								(475)
Impact of adoption of ASC 326		—		—		(119)		—		—		—		(119)
Net income		—		—		2,779		—		—		—		2,779
Other comprehensive income		—		—		—		—		—		450		450
Balance, June 30, 2023	$	5,883	$	55,420	$	13,142	$	(467)	$	467	$	(10,431)	$	64,014

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	Six Months Ended June 30, 2022

									Directors		Accumulated
			Additional				Stock in		Deferred		Other
	Common		Paid-in		Retained		Directors		Fees		Comprehensive
	Stock		Capital		Earnings		Rabbi Trust		Obligation		Income (Loss)		Total

Balance, December 31, 2021	$	5,822	$	54,814	$	3,509	$	(730)	$	730	$	(744)	$	63,401
Vesting of restricted stock		14		(14)		—		41		(41)		—		—
Exercise of stock options		1		(1)		—		—		—		—		—
Stock based compensation		—		210		—		—		—		—		210
Cash dividend declared ($0.28 per share)		—		—		(413)		—		—		—		(413)
Net income		—		—		3,990		—		—		—		3,990
Other comprehensive loss		—		—		—		—		—		(7,135)		(7,135)
Balance, June 30, 2022	$	5,837	$	55,009	$	7,086	$	(689)	$	689	$	(7,879)	$	60,053

See accompanying notes to consolidated financial statements.

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Village Bank and Trust Financial Corp. and Subsidiary

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2023 and 2022

(Unaudited)

(in thousands)


	Six Months Ended
	June 30,
	2023		2022

Cash Flows from Operating Activities
Net income	$	2,779	$	3,990
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		285		271
Amortization of debt issuance costs		8		16
Deferred income taxes		76		150
Recovery of credit losses		—		(400)
Gain on sale of Small Business Administration loans		—		(79)
Gain on sales of loans held for sale		(1,269)		(2,668)
Stock compensation expense		268		210
Proceeds from sale of mortgage loans		60,443		96,113
Origination of mortgage loans held for sale		(63,793)		(96,267)
Amortization of premiums and accretion of discounts on securities, net		(72)		88
Increase in bank owned life insurance		(149)		(144)
Net change in:
Interest receivable		169		(76)
Other assets		(91)		1,702
Interest payable		200		(7)
Other liabilities		(365)		(3,058)
Net cash used in operating activities		(1,511)		(159)

Cash Flows from Investing Activities
Purchases of available for sale securities		(2,652)		(52,364)
Proceeds from maturities, calls and paydowns of available for sale securities		4,906		6,314
Net increase in loans		(18,134)		(1,627)
Purchases of premises and equipment, net		(427)		(44)
Purchase of restricted stock, net		(1,042)		(20)
Net cash used in investing activities		(17,349)		(47,741)

Cash Flows from Financing Activities
Cash dividends paid		(475)		(413)
Net increase in deposits		3,639		10,593
Net increase in other borrowings		25,000		—
Net cash provided by financing activities		28,164		10,180

Net decrease in cash and cash equivalents		9,304		(37,720)
Cash and cash equivalents, beginning of period		16,678		92,616

Cash and cash equivalents, end of period	$	25,982	$	54,896

Supplemental Disclosure of Cash Flow Information
Cash payments for interest	$	2,993	$	825
Cash payments for taxes	$	337	$	321
Supplemental Schedule of Non-Cash Activities
Unrealized gains (losses) on securities available for sale	$	564	$	(9,037)
Right of use assets obtained in exchange for new operating lease liabilities	$	—	$	263
Minimum pension adjustment	$	6	$	6

See accompanying notes to consolidated financial statements.

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Village Bank and Trust Financial Corp. and Subsidiary

Notes to Consolidated Financial Statements

Three and Six Months Ended June 30, 2023 and 2022

(Unaudited)

Note 1 – Principles of presentation

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

In the opinion of management, the accompanying condensed consolidated financial statements of the Company have been prepared on the accrual basis in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, all adjustments that are, in the opinion of management, necessary for a fair presentation have been included. The results of operations for the three and six month periods ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. 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, 2022 as filed with the Securities and Exchange Commission (“SEC”).

New Accounting Standards Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Among other things, the ASU also amended the impairment model for available for sale securities and addressed purchased financial assets with deterioration. The company adopted ASU 2016-13 as of January 1, 2023 in accordance with the required implementation date and recorded the impact of adoption to retained earnings, net of deferred income taxes, as required by the standard. This standard is commonly referred to as the current expected credit loss (“CECL”) methodology. As a result of adoption of Accounting Standards of Codification (“ASC”) 326, the Company recorded a net decrease to retained earnings of $119,000, net of taxes, which consisted of adjustments to the allowance for credit losses on loans as well as an adjustment to the Company’s reserve for unfunded loan commitments. Subsequent to adoption, the Company will record adjustments to its allowance for credit losses and reserves for unfunded commitments through the provision for credit losses in the consolidated statements of income.

The Company is utilizing a third-party model to tabulate its estimate of current expected credit losses, using a weighted average remaining maturity (“WARM”) methodology. In accordance with ASC 326, the Company has segmented its loan portfolio based on similar risk characteristics by call report code. The Company’s forecast of estimated expected losses is based on a twelve-month forecast of the national rate of unemployment and external observations of historical loan losses. The Company uses the Federal Open Market Committee’s projection of unemployment for its reasonable and supportable forecasting of current expected credit losses. For the periods beyond the reasonable and supportable forecast period, projections of expected credit losses are based on a reversion to the long-run mean for the national unemployment rate. To further adjust the allowance for credit losses for expected losses not already included within the quantitative component of the calculation, the Company may consider the following qualitative adjustment factors: changes in lending policies and procedures including changes in underwriting standards, and collections, charge-offs, and recovery practices, changes in international, national, regional, and local conditions, changes in the nature and volume of the portfolio and terms of loans, changes in experience, depth, and ability of lending management, changes in the volume and severity of past due loans and other similar conditions, changes in the quality of the organization’s loan review system, changes in the value of underlying collateral for collateral dependent loans, the existence and effect of any concentrations of credit and changes in the levels of such concentrations, and the effect of other external factors (i.e. competition, legal and regulatory requirements) on the level of estimated credit losses. The Company’s CECL implementation process was overseen by the Chief Financial Officer and included an assessment of data availability and gap analysis, data collection, consideration and analysis of multiple loss estimation methodologies, an assessment of relevant qualitative factors and correlation analysis of multiple potential loss drivers and their impact on the Company’s historical loss experience. During 2022, the Company calculated its current expected credit losses model in parallel to its incurred loss model to further refine the

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methodology and model. In addition, the Company utilized internal personnel who were not involved in the development of the model to perform a comprehensive model validation.

The following table illustrates the impact of ASC 326 adoption:


	December 31,		January 1,		January 1,
	2022		2023		2023
	As Previously Reported		Impact of		As Reported
	(Incurred Loss)		CECL Adoption		Under CECL

Assets:
Loans
Construction and land development
Residential	$	79	$	3	$	82
Commercial		192		34		226
		271		37		308
Commercial real estate
Owner occupied		867		(475)		392
Non-owner occupied		1,289		192		1,481
Multifamily		33		7		40
Farmland		—		—		—
		2,189		(276)		1,913
Consumer real estate
Home equity lines		11		24		35
Secured by 1-4 family residential
First deed of trust		131		76		207
Second deed of trust		43		25		68
		185		125		310
Commercial and industrial loans
(except those secured by real estate)		576		1		577
Student loans		52		—		52
Consumer and other		37		(5)		32
Unallocated		60		(9)		51
Allowance for credit losses		3,370		(127)		3,243

Liabilities
Allowance for credit losses on unfunded credit exposure		—		277		277

Total Allowance for credit losses	$	3,370	$	150	$	3,520

On January 1, 2023, the Company adopted ASU 2022-02 “Financial Instruments – Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures,” which removed the recognition and measurement guidance on troubled debt restructurings (“TDRs”) and added disclosures on the financial effect and subsequent performance of certain types of modifications made to borrowers experiencing financial difficulties. Upon adoption of the standard, the Company recorded a reduction of $8,000 in the allowance for credit losses for the impact of changes in methodology used to estimate the allowance for credit losses for non-collateral dependent TDRs. There was no impact to the valuation of loans previously classified as collateral dependent TDRs. The allowance for loan and lease losses for modified loans is determined in a manner consistent with the methodology for loans under ASC 326.

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Note 2 – Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheets and statements of income 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 credit losses and its related provision including collateral dependent loans.

Note 3 – Earnings per common share

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator
Net income - basic and diluted	$	1,239	$	2,190	$	2,779	$	3,990

Denominator
Weighted average shares outstanding - basic		1,486		1,477		1,485		1,476
Dilutive effect of common stock options		—		—		—		—

Weighted average shares outstanding - diluted		1,486		1,477		1,485		1,476

Earnings per share - basic	$	0.83	$	1.48	$	1.87	$	2.71
Earnings per share - diluted	$	0.83	$	1.48	$	1.87	$	2.70

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

The vesting of 10,658 and 6,264 at June 30, 2023 and 2022, respectively, of the unvested restricted units included in Note 10 “Stock incentive plan” was dependent upon meeting certain performance criteria. As of June 30, 2023 and 2022, it was indeterminable whether these unvested restricted units would vest and as such the underlying shares were excluded from common shares issued and outstanding at such date and were not included in the computation of earnings per share for such period.

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Note 4 – Investment securities available for sale

The amortized cost and fair value of investment securities available for sale as of June 30, 2023 and December 31, 2022 are as follows (in thousands):


			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value

June 30, 2023
U.S. Government agency obligations	$	64,594	$	3	$	(3,107)	$	61,490
Mortgage-backed securities		66,119		—		(8,243)		57,876
Municipals		2,266		—		(599)		1,667
Subordinated debt		12,442		21		(1,261)		11,202

	$	145,421	$	24	$	(13,210)	$	132,235

December 31, 2022
U.S. Government agency obligations	$	64,631	$	5	$	(3,734)	$	60,902
Mortgage-backed securities		69,151		6		(8,597)		60,560
Municipals		2,268		—		(718)		1,550
Subordinated debt		11,553		29		(741)		10,841

	$	147,603	$	40	$	(13,790)	$	133,853

At June 30, 2023 and December 31, 2022, the Company had investment securities with a fair value of $23,245,000 and $5,613,000, respectively, pledged to secure borrowings from the Federal Home Loan Bank of Atlanta ("FHLB").

There were no sales of available for sale securities for the three and six months ended June 30, 2023 and 2022.

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Investment securities available for sale that have an unrealized loss position at June 30, 2023 and December 31, 2022 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
June 30, 2023
U.S. Government agency obligations	$	3,699	$	(39)	$	57,419	$	(3,068)	$	61,118	$	(3,107)
Mortgage-backed securities		8,360		(177)		49,516		(8,066)		57,876		(8,243)
Municipals		—		—		1,667		(599)		1,667		(599)
Subordinated debt		3,007		(243)		5,284		(1,018)		8,291		(1,261)

	$	15,066	$	(459)	$	113,886	$	(12,751)	$	128,952	$	(13,210)

December 31, 2022
U.S. Government agency obligations	$	21,848	$	(723)	$	37,256	$	(3,011)	$	59,104	$	(3,734)
Mortgage-backed securities		36,089		(3,588)		22,549		(5,009)		58,638		(8,597)
Municipals		—		—		1,549		(718)		1,549		(718)
Subordinated debt		5,305		(498)		2,007		(243)		7,312		(741)

	$	63,242	$	(4,809)	$	63,361	$	(8,981)	$	126,603	$	(13,790)

As of June 30, 2023, there were 72 investments available for sale totaling $128,952,000 that were in a loss position and had an unrealized loss of $13,210,000.

All of the unrealized losses are attributable to movements in interest rates and not to credit deterioration. Currently, the Company believes that it is probable that the Company will be able to collect all amounts due according to the contractual terms of the investments. Because the decline in fair value is attributable to changes in interest rates and not to credit quality, and because it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider these investments to be impaired at June 30, 2023.

The amortized cost and estimated fair value of investment securities available for sale as of June 30, 2023, by contractual maturity, are as follows (in thousands):


	Amortized
	Cost		Fair Value

Less than one year	$	29,937	$	29,410
One to five years		35,240		32,641
Five to ten years		16,369		14,787
More than ten years		63,875		55,397

Total	$	145,421	$	132,235

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Note 5 – Loans and allowance for credit losses

On January 1, 2023, the Company adopted ASC 326. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables. For further discussion on the Company’s accounting policies and policy elections related to the accounting standard update refer to Note 1 in this Quarterly report. All information presented as of June 30, 2023 is in accordance with ASC 326. All loan information presented prior to June 30, 2023 is in accordance with previous applicable GAAP.

Loans classified by type as of June 30, 2023 and December 31, 2022 are as follows (dollars in thousands):


	June 30, 2023				December 31, 2022
	Amount		%		Amount		%
Construction and land development
Residential	$	7,527	1.35	%	$	9,727	1.81	%
Commercial		43,411	7.81	%		35,400	6.57	%
		50,938	9.16	%		45,127	8.38	%
Commercial real estate
Owner occupied		114,964	20.67	%		119,643	22.22	%
Non-owner occupied		155,139	27.89	%		153,610	28.53	%
Multifamily		12,755	2.29	%		11,291	2.10	%
Farmland		63	0.01	%		73	0.01	%
		282,921	50.86	%		284,617	52.86	%
Consumer real estate
Home equity lines		17,335	3.12	%		18,421	3.42	%
Secured by 1-4 family residential,
First deed of trust		79,762	14.34	%		67,495	12.54	%
Second deed of trust		9,435	1.70	%		7,764	1.44	%
		106,532	19.16	%		93,680	17.40	%
Commercial and industrial loans
(except those secured by real estate)		91,394	16.43	%		90,348	16.78	%
Guaranteed student loans		20,002	3.60	%		20,617	3.83	%
Consumer and other		4,383	0.79	%		4,038	0.73	%

Total loans		556,170	100.0	%		538,427	100.0	%
Deferred (fees) and costs, net		746				588
Less: allowance for credit losses		(3,256)				(3,370)

	$	553,660			$	535,645

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

Loans pledged as collateral with the FHLB as part of their lending arrangement with the Company totaled $36,705,000 and $33,706,000 as of June 30, 2023 and December 31, 2022, respectively.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due as long as the remaining recorded investment in the loan is deemed fully collectible.

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When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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


	June 30,		December 31,
	2023		2022
Consumer real estate
Home equity lines	$	—	$	300
Secured by 1-4 family residential
First deed of trust		162		164
Second deed of trust		107		171
		269		635
Commercial and industrial loans
(except those secured by real estate)		17		19

Total loans	$	286	$	654

The Company recognized $13,000 of interest on nonaccrual loans as of June 30, 2023.

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

●

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

●

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

●

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

●

Risk rated 7 (Doubtful) 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.

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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
December 31, 2022
Construction and land development
Residential	$	9,727	$	—	$	—	$	—	$	9,727
Commercial		32,763		2,637		—		—		35,400
		42,490		2,637		—		—		45,127
Commercial real estate
Owner occupied		115,825		2,583		1,235		—		119,643
Non-owner occupied		143,458		10,152		—		—		153,610
Multifamily		11,291		—		—		—		11,291
Farmland		73		—		—		—		73
		270,647		12,735		1,235		—		284,617
Consumer real estate
Home equity lines		17,507		614		300		—		18,421
Secured by 1-4 family residential
First deed of trust		66,616		407		472		—		67,495
Second deed of trust		7,517		72		175		—		7,764
		91,640		1,093		947		—		93,680
Commercial and industrial loans
(except those secured by real estate)		83,848		6,481		19		—		90,348
Guaranteed student loans		20,617		—		—		—		20,617
Consumer and other		4,017		—		21		—		4,038

Total loans	$	513,259	$	22,946	$	2,222	$	—	$	538,427

Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal of loan constitutes a current period origination. Generally, current period renewals of credit are reunderwritten at the point of renewal and considered current period originations for purposes of the table below. As of June 30, 2023, based on the most recent analysis performed, the risk category of loans based on year of origination is as follows (in thousands):


																Revolving-	Total
	2023		2022		2021		2020			2019		Prior		Revolving		Term	Loans
June 30, 2023
Construction and land development
Residential
Pass	$	1,836	$	5,229	$	347	$	—	$	—	$	—	$	—	$	—	$	7,412
Special Mention		—		115		—		—		—		—		—		—		115
Substandard		—		—		—		—		—		—		—		—		—
Total Residential	$	1,836	$	5,344	$	347	$	—	$	—	$	—	$	—	$	—	$	7,527
Current period gross writeoff	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial
Pass		2,590		16,432		14,690		249		—		2,121		3,812		—		39,894
Special Mention		—		—		—		—		—		3,517		—		—		3,517
Substandard		—		—		—		—		—		—		—		—		—
Total Commercial	$	2,590	$	16,432	$	14,690	$	249	$	—	$	5,638	$	3,812	$	—	$	43,411
Current period gross writeoff	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial real estate
Owner occupied
Pass		807		19,922		26,409		7,284		12,471		44,368		535		—		111,796
Special Mention		—		—		—		—		—		1,938		—		—		1,938
Substandard		—		—		—		—		1,230		—		—		—		1,230
Total Owner occupied	$	807	$	19,922	$	26,409	$	7,284	$	13,701	$	46,306	$	535	$	—	$	114,964
Current period gross writeoff	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

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																Revolving-	Total
	2023		2022		2021		2020			2019		Prior		Revolving		Term	Loans
Non-owner occupied
Pass		4,303		25,969		26,261		26,806		10,145		50,424		4,980		—		148,888
Special Mention		—		—		2,201		—		—		4,050		—		—		6,251
Substandard		—		—		—		—		—		—		—		—		—
Total Non-owner occupied	$	4,303	$	25,969	$	28,462	$	26,806	$	10,145	$	54,474	$	4,980	$	—	$	155,139
Current period gross writeoff	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Multifamily
Pass		1,300		—		2,641		559		895		6,296		1,064		—		12,755
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Total Multifamily	$	1,300	$	—	$	2,641	$	559	$	895	$	6,296	$	1,064	$	—	$	12,755
Current period gross writeoff	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Farmland
Pass		—		—		30		—		—		33		—		—		63
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Total Farmland	$	—	$	—	$	30	$	—	$	—	$	33	$	—	$	—	$	63
Current period gross writeoff	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Consumer real estate
Home equity lines
Pass		—		446		—		—		—		—		16,281		—		16,727
Special Mention		—		—		—		—		—		—		608		—		608
Substandard		—		—		—		—		—		—		—		—		—
Total Home equity lines	$	—	$	446	$	—	$	—	$	—	$	—	$	16,889	$	—	$	17,335
Current period gross writeoff	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Secured by 1-4 family residential
First deed of trust
Pass		17,767		13,987		16,130		8,810		3,101		18,480		—		—		78,275
Special Mention		173		—		173		—		—		979		—		—		1,325
Substandard		—		—		—		—		—		162		—		—		162
Total First deed of trust	$	17,940	$	13,987	$	16,303	$	8,810	$	3,101	$	19,621	$	—	$	—	$	79,762
Current period gross writeoff	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Second deed of trust
Pass		2,053		3,524		982		435		1,244		767		260		—		9,265
Special Mention		—		—		—		—		46		70		—		—		116
Substandard		—		—		—		—		2		52		—		—		54
Total Second deed of trust	$	2,053	$	3,524	$	982	$	435	$	1,292	$	889	$	260	$		$	9,435
Current period gross writeoff	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial and industrial loans
(except those secured by real estate)
Pass		9,633		13,969		18,773		6,939		3,543		4,460		26,788		—		84,105
Special Mention		—		4,097		78		—		396		125		2,507		—		7,203
Substandard		—		—		—		—		—		17		69		—		86
Total Commercial and industrial	$	9,633	$	18,066	$	18,851	$	6,939	$	3,939	$	4,602	$	29,364	$	—	$	91,394
Current period gross writeoff	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Guaranteed student loans
Pass		—		—		—		—		—		20,002		—		—		20,002
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Total Guaranteed student loans	$	—	$	—	$	—	$	—	$	—	$	20,002	$	—	$	—	$	20,002
Current period gross writeoff	$	7	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	7
Consumer and other
Pass		2,224		532		164		85		27		19		1,314		—		4,365
Special Mention		—		—		—		—		18		—		—		—		18
Substandard		—		—		—		—		—		—		—		—		—
Total Consumer and other	$	2,224	$	532	$	164	$	85	$	45	$	19	$	1,314	$		$	4,383
Current period gross writeoff	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total Current period gross writeoff	$	7	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	7
Total loans	$	42,686	$	104,222	$	108,879	$	51,167	$	33,118	$	157,880	$	58,218	$	—	$	556,170

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


					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
June 30, 2023
Construction and land development
Residential	$	—	$	—	$	—	$	—	$	7,527	$	7,527	$	—
Commercial		—		—		—		—		43,411		43,411		—
		—		—		—		—		50,938		50,938		—
Commercial real estate
Owner occupied		—		—		—		—		114,964		114,964		—
Non-owner occupied		—		—		—		—		155,139		155,139		—
Multifamily		—		—		—		—		12,755		12,755		—
Farmland		—		—		—		—		63		63		—
		—		—		—		—		282,921		282,921		—
Consumer real estate
Home equity lines		40		—		—		40		17,295		17,335		—
Secured by 1‑4 family residential
First deed of trust		—		—		—		—		79,762		79,762		—
Second deed of trust		—		—		—		—		9,435		9,435		—
		40		—		—		40		106,492		106,532		—
Commercial and industrial loans
(except those secured by real estate)		759		131		742		1,632		89,762		91,394		742
Guaranteed student loans		1,288		311		1,978		3,577		16,425		20,002		1,978
Consumer and other		3		—		—		3		4,380		4,383		—

Total loans	$	2,090	$	442	$	2,720	$	5,252	$	550,918	$	556,170	$	2,720

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													Recorded
					Greater								Investment >
	30-59 Days		60-89 Days		Than		Total Past				Total		90 Days and
	Past Due		Past Due		90 Days		Due		Current		Loans		Accruing
December 31, 2022
Construction and land development
Residential	$	—	$	—	$	—	$	—	$	9,727	$	9,727	$	—
Commercial		—		—		—		—		35,400		35,400		—
		—		—		—		—		45,127		45,127		—
Commercial real estate
Owner occupied		—		—		—		—		119,643		119,643		—
Non-owner occupied		—		—		—		—		153,610		153,610		—
Multifamily		—		—		—		—		11,291		11,291		—
Farmland		—		—		—		—		73		73		—
		—		—		—		—		284,617		284,617		—
Consumer real estate
Home equity lines		—		50		—		50		18,371		18,421		—
Secured by 1-4 family residential
First deed of trust		—		—		—		—		67,495		67,495		—
Second deed of trust		54		—		—		54		7,710		7,764		—
		54		50		—		104		93,576		93,680		—
Commercial and industrial loans
(except those secured by real estate)		1,022		—		377		1,399		88,949		90,348		—
Guaranteed student loans		831		390		1,725		2,946		17,671		20,617		1,725
Consumer and other		—		—		—		—		4,038		4,038		—

Total loans	$	1,907	$	440	$	2,102	$	4,449	$	533,978	$	538,427	$	1,725

Loans greater than 90 days past due are United States Department of Agriculture loans which carry a 100% guarantee of the principal and interest and student loans that are guaranteed by the DOE which covers approximately 98% of the principal and interest. Accordingly, these loans will not be placed on nonaccrual status and are not considered to be collateral dependent.

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Loans that are individually evaluated for credit losses are limited to loans that have specific risk characteristics that are not shared by other loans and based on current information and events it is probable the Company will be unable to collect all amounts when due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. The repayment of these loans is expected to be substantially through the operations or the sale of the collateral. The allowance for credit losses on loans that are individually evaluated will be measured based on the fair value of the collateral either through operations or the sale of the collateral. When repayment is expected through the sale of the collateral, the allowance will be based on the fair value of the collateral less estimated costs to sell. Collateral dependent loans, or portions thereof, are charged off when deemed uncollectible. Collateral dependent loans are set forth in the following table as of the dates indicated (in thousands):


	June 30, 2023						December 31, 2022
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance
With no related allowance recorded
Commercial real estate
Owner occupied	$	1,714	$	1,729	$	—	$	4,332	$	4,347	$	—
Non-owner occupied		—		—		—		312		312		—
		1,714		1,729		—		4,644		4,659		—
Consumer real estate
Home equity lines		—		—		—		300		300		—
Secured by 1‑4 family residential
First deed of trust		162		162		—		1,745		1,745		—
Second deed of trust		109		193		—		195		300		—
		271		355		—		2,240		2,345		—
Commercial and industrial loans
(except those secured by real estate)		86		86		—		19		19		—

		2,071		2,170		—		6,903		7,023		—

With an allowance recorded
Commercial real estate
Owner occupied		—		—		—		251		251		2
		—		—		—		251		251		2
Consumer real estate
Secured by 1-4 family residential
First deed of trust		—		—		—		136		136		6
		—		—		—		136		136		6

Consumer and other		—		—		—		21		21		1
		—		—		—		408		408		9

Total
Owner occupied		1,714		1,729		—		4,583		4,598		2
Non-owner occupied		—		—		—		312		312		—
		1,714		1,729		—		4,895		4,910		2
Consumer real estate
Home equity lines		—		—		—		300		300		—
Secured by 1-4 family residential,
First deed of trust		162		162		—		1,881		1,881		6
Second deed of trust		109		193		—		195		300		—
		271		355		—		2,376		2,481		6
Commercial and industrial loans
(except those secured by real estate)		86		86		—		19		19		—
Consumer and other		—		—		—		21		21		1
	$	2,071	$	2,170	$	—	$	7,311	$	7,431	$	9

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


	For the Three Months Ended				For the Six Months Ended
	June 30, 2023				June 30, 2023
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
With no related allowance recorded
Commercial real estate
Owner occupied	$	1,475	$	92	$	2,854	$	123
Non-owner occupied		—		—		—		—
		1,475		92		2,854		123
Consumer real estate
Home equity lines		150		—		225		—
Secured by 1-4 family residential
First deed of trust		178		—		987		4
Second deed of trust		220		1		170		2
		548		1		1,382		6
Commercial and industrial loans
(except those secured by real estate)		52		4		52		5
		2,075		97		4,288		134

With an allowance recorded
Commercial real estate
Owner occupied		—		—		127		—
		—		—		127		—
Consumer real estate
Secured by 1-4 family residential
First deed of trust		—		—		50		—
Second deed of trust		—		—		—		—
		—		—		50		—

Consumer and other		—		—		16		—
		—		—		193		—

Total
Commercial real estate
Owner occupied		1,475		92		2,981		123
Non-owner occupied		—		—		—		—
		1,475		92		2,981		123
Consumer real estate
Home equity lines		150		—		225		—
Secured by 1-4 family residential,
First deed of trust		178		—		1,037		4
Second deed of trust		220		1		170		2
		548		1		1,432		6
Commercial and industrial loans
(except those secured by real estate)		52		4		52		5
Consumer and other		—		—		16		—
	$	2,075	$	97	$	4,481	$	134

Loan Modifications to Borrowers in Financial Difficulty

As part of its credit risk management, the Company may modify a loan agreement with a borrower experiencing financial difficulties through a refinancing or restructuring of the borrower’s loan agreement. There were no modified loans identified during the six months ended June 30, 2023.

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Prior Period Troubled Debt Restructuring Disclosures

Prior to adopting the new accounting standard on loan modifications, the Company accounted for modifications of loans to borrowers experiencing financial difficulties as TDRs, when the modification resulted in a concession. The following discussion reflects loans that are considered TDRs prior to January 1, 2023.

Included in impaired loans are loans classified as TDRs. A modification of a loan’s terms constitutes a TDR if the creditor grants a concession to the borrower for economic or legal reasons related to the borrower’s financial difficulties that it would not otherwise consider. For loans classified as impaired TDRs, the Company further evaluates the loans as performing or nonaccrual. To restore a nonaccrual loan that has been formally restructured in a TDR to accrual status, we perform a current, well documented credit analysis supporting a return to accrual status based on the borrower’s financial condition and prospects for repayment under the revised terms. Otherwise, the TDR must remain in nonaccrual status. The analysis considers the borrower’s sustained historical repayment performance for a reasonable period to the return-to-accrual date, but may take into account payments made for a reasonable period prior to the restructuring if the payments are consistent with the modified terms. A sustained period of repayment performance generally would be a minimum of six months and would involve payments in the form of cash or cash equivalents.

An accruing loan that is modified in a TDR can remain in accrual status if, based on a current well-documented credit analysis, collection of principal and interest in accordance with the modified terms is reasonably assured, and the borrower has demonstrated sustained historical repayment performance for a reasonable period before modification. The following is a summary of performing and nonaccrual TDRs and the related specific valuation allowance by portfolio segment for the periods indicated (dollars in thousands).


							Specific
							Valuation
	Total		Performing		Nonaccrual		Allowance
December 31, 2022

Commercial real estate
Owner occupied	$	3,348	$	3,348	$	—	$	2
Non-owner occupied		312		312		—		—
		3,660		3,660		—		2
Consumer real estate
Secured by 1-4 family residential
First deeds of trust		1,409		1,409		—		6
Second deeds of trust		75		19		56		—
		1,484		1,428		56		6
Commercial and industrial loans
(except those secured by real estate)		19		—		19		—
	$	5,163	$	5,088	$	75	$	8

Number of loans		24		22		2		3

There were no new TDRs identified for the year ended December 31, 2022.

A TDR payment default occurs when, within 12 months of the original TDR modification, either a full or partial charge-off occurs or a TDR becomes 90 days or more past due. The specific reserve associated with a TDR is reevaluated when a TDR payment default occurs. There were no defaults on TDRs that were modified as TDRs during the prior 12 month periods ended June 30, 2023 and 2022.

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In accordance with ASC 326, the Company has segmented its loan portfolio based on similar risk characteristics by call report code. The Company’s forecast of estimated expected losses is based on a twelve-month forecast of the national rate of unemployment and external observations of historical loan losses. The Company uses the Federal Open Market Committee’s projection of unemployment for its reasonable and supportable forecasting of current expected credit losses. For the periods beyond the reasonable and supportable forecast period, projections of expected credit losses are based on a reversion to the long-run mean for the national unemployment rate. To further adjust the allowance for credit losses for expected losses not already included within the quantitative component of the calculation, the Company may consider the following qualitative adjustment factors: changes in lending policies and procedures including changes in underwriting standards, and collections, charge-offs, and recovery practices, changes in international, national, regional, and local conditions, changes in the nature and volume of the portfolio and terms of loans, changes in experience, depth, and ability of lending management, changes in the volume and severity of past due loans and other similar conditions, changes in the quality of the organization’s loan review system, changes in the value of underlying collateral for collateral dependent loans, the existence and effect of any concentrations of credit and changes in the levels of such concentrations, and the effect of other external factors (i.e. competition, legal and regulatory requirements) on the level of estimated credit losses.

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


			Impact of		Provision for
	Beginning		adopting		(Recovery of)						Ending
	Balance		ASC 326		Credit Losses		Charge-offs		Recoveries		Balance

Three Months Ended June 30, 2023
Construction and land development
Residential	$	51	$	—	$	10	$	—	$	—	$	61
Commercial		264		—		3		—		—		267
		315		—		13		—		—		328
Commercial real estate
Owner occupied		391		—		(12)		—		—		379
Non-owner occupied		1,460		—		(84)		—		—		1,376
Multifamily		40		—		—		—		—		40
Farmland		—		—		—		—		—		—
		1,891		—		(96)		—		—		1,795
Consumer real estate
Home equity lines		33		—		30		—		—		63
Secured by 1-4 family residential						—
First deed of trust		214		—		5		—		—		219
Second deed of trust		75		—		4		—		4		83
		322		—		39		—		4		365
Commercial and industrial loans
(except those secured by real estate)		549		—		118		—		6		673
Student loans		112		—		(95)		(4)		—		13
Consumer and other		34		—		1		—		—		35
Unallocated		49		—		(2)		—		—		47

	$	3,272	$	—	$	(22)	$	(4)	$	10	$	3,256

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

Three Months Ended June 30, 2022
Construction and land development
Residential	$	46	$	11	$	—	$	—	$	57
Commercial		199		(28)		—		—		171
		245		(17)		—		—		228
Commercial real estate
Owner occupied		892		(24)		—		—		868
Non-owner occupied		1,106		161		—		—		1,267
Multifamily		37		13		—		—		50
Farmland		2		—		—		—		2
		2,037		150		—		—		2,187
Consumer real estate
Home equity lines		12		—		—		—		12
Secured by 1-4 family residential
First deed of trust		118		(5)		—		1		114
Second deed of trust		80		(32)		—		1		49
		210		(37)		—		2		175
Commercial and industrial loans
(except those secured by real estate)		446		56		—		31		533
Student loans		63		10		(13)		—		60
Consumer and other		35		10		—		—		45
Unallocated		367		(172)		—		—		195

	$	3,403	$	—	$	(13)	$	33	$	3,423


			Impact of		Provision for
	Beginning		adopting		(Recovery of)						Ending
	Balance		ASC 326		Credit Losses		Charge-offs		Recoveries		Balance

Six Months Ended June 30, 2023
Construction and land development
Residential	$	79	$	3	$	(21)	$	—	$	—	$	61
Commercial		192		34		41		—		—		267
		271		37		20		—		—		328
Commercial real estate
Owner occupied		867		(475)		(13)		—		—		379
Non-owner occupied		1,289		192		(105)		—		—		1,376
Multifamily		33		7		—		—		—		40
Farmland		—		—		—		—		—		—
		2,189		(276)		(118)		—		—		1,795
Consumer real estate
Home equity lines		11		24		28		—		—		63
Secured by 1-4 family residential
First deed of trust		131		76		11		—		1		219
Second deed of trust		43		25		9		—		6		83
		185		125		48		—		7		365
Commercial and industrial loans
(except those secured by real estate)		576		1		84		—		12		673
Student loans		52		—		(32)		(7)		—		13
Consumer and other		37		(5)		3		—		—		35
Unallocated		60		(9)		(4)		—		—		47

	$	3,370	$	(127)	$	1	$	(7)	$	19	$	3,256

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

Six Months Ended June 30, 2022
Construction and land development
Residential	$	57	$	—	$	—	$	—	$	57
Commercial		229		(58)		—		—		171
		286		(58)		—		—		228
Commercial real estate
Owner occupied		833		35		—		—		868
Non-owner occupied		1,083		184		—		—		1,267
Multifamily		35		15		—		—		50
Farmland		2		—		—		—		2
		1,953		234		—		—		2,187
Consumer real estate
Home equity lines		12		(58)		—		58		12
Secured by 1-4 family residential
First deed of trust		123		(11)		—		2		114
Second deed of trust		47		(301)		—		303		49
		182		(370)		—		363		175
Commercial and industrial loans
(except those secured by real estate)		486		(12)		—		59		533
Student loans		65		17		(22)		—		60
Consumer and other		29		16		—		—		45
Unallocated		422		(227)		—		—		195

	$	3,423	$	(400)	$	(22)	$	422	$	3,423


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

Year Ended December 31, 2022
Construction and land development
Residential	$	57	$	22	$	—	$	—	$	79
Commercial		229		(37)		—		—		192
		286		(15)		—		—		271
Commercial real estate
Owner occupied		833		34		—		—		867
Non-owner occupied		1,083		206		—		—		1,289
Multifamily		35		(2)		—		—		33
Farmland		2		(2)		—		—		—
		1,953		236		—		—		2,189
Consumer real estate
Home equity lines		12		(59)		—		58		11
Secured by 1-4 family residential
First deed of trust		123		3		—		5		131
Second deed of trust		47		(311)		(27)		334		43
		182		(367)		(27)		397		185
Commercial and industrial loans
(except those secured by real estate)		486		180		(157)		67		576
Student loans		65		18		(31)		—		52
Consumer and other		29		10		(2)		—		37
Unallocated		422		(362)		—		—		60

	$	3,423	$	(300)	$	(217)	$	464	$	3,370

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Loans are required to be measured at amortized costs and to be presented at the net amount expected to be collected. Off balance sheet credit exposures, including loan commitments, are not recorded on balance sheet, but expected credit losses arising from off balance sheet credit exposures are recorded as a reserve for unfunded commitments and reported in Other Liabilities. Credit losses on available for sale debt securities are accounted for as an allowance for credit losses, which is a valuation account that is deducted from the amortized cost basis of the financial asset to present the net carrying value and the amount expected to be collected on the financial assets. The allowance for credit losses on loans, available for sale debt securities and the reserve for unfunded commitments are established through a provision for credit losses charged against earnings. Amounts reported for the six months ended June 30, 2023 are in accordance with ASC 326, whereas amounts reported for periods prior to January 1, 2023 are presented in accordance with previously applicable GAAP.

The following table presents a breakdown of the provision for credit losses for the periods indicated (in thousands):


	Three Months Ended June 30,
		2023		2022
Provision for credit losses:
Provision (recovery) for loans		$	(22)	$	—
Provision (recovery) for unfunded commitments			22		—
Total		$	—	$	—


	Six Months Ended June 30,
		2023		2022
Provision for credit losses:
Provision (recovery) for loans		$	1	$	(400)
Provision (recovery) for unfunded commitments			(1)		—
Total		$	—	$	(400)

On January 1, 2023, the Commercial Banking Segment adopted the CECL methodology for estimating credit losses, which resulted in an increase of $150,000 in the allowance for credit losses on January 1, 2023. The Allowance for Credit Losses included an allowance for credit losses on loans of $3.24 million and a reserve for unfunded commitments of $277,000.

As of June 30, 2023, the Allowance for Credit Losses was $3.53 million and included an allowance for credit losses on loans of $3.26 million and a reserve for unfunded commitments of $277,000.

The Company recorded a provision for credit losses for loans of $1,000 for the six months ended June 30, 2023, which was the result of loan growth being offset by improved credit metrics as non-performing loans as a percentage of loans decreased from 0.13% at December 31, 2022 to 0.06% at June 30, 2023. The Company recorded a recovery for credit losses for unfunded commitments of $1,000 for the six months ended June 30, 2023, which was driven by a slight decrease in the total balance outstanding at June 30, 2023.

The following information is presented prior to the adoption of ASC 326.

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

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

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The Company recorded a recovery of provision for loan losses expense of $400,000 for the six month period ended June 30, 2022. The recovery of provision for the three month period ended June 30, 2022 was driven by improving macroeconomic conditions and credit quality remaining strong.

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


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

Six Months Ended June 30, 2023
Construction and land development
Residential	$	61	$	—	$	61	$	7,527	$	—	$	7,527
Commercial		267		—		267		43,411		—		43,411
		328		—		328		50,938		—		50,938
Commercial real estate
Owner occupied		379		—		379		114,964		1,714		113,250
Non-owner occupied		1,376		—		1,376		155,139		—		155,139
Multifamily		40		—		40		12,755		—		12,755
Farmland		—		—		—		63		—		63
		1,795		—		1,795		282,921		1,714		281,207
Consumer real estate
Home equity lines		63		—		63		17,335		—		17,335
Secured by 1-4 family residential
First deed of trust		219		—		219		79,762		162		79,600
Second deed of trust		83		—		83		9,435		109		9,326
		365		—		365		106,532		271		106,261
Commercial and industrial loans
(except those secured by real estate)		673		—		673		91,394		86		91,308
Student loans		13		—		13		20,002		—		20,002
Consumer and other		82		—		82		4,383		—		4,383

	$	3,256	$	—	$	3,256	$	556,170	$	2,071	$	554,099

Year Ended December 31, 2022
Construction and land development
Residential	$	79	$	—	$	79	$	9,727	$	—	$	9,727
Commercial		192		—		192		35,400		—		35,400
		271		—		271		45,127		—		45,127
Commercial real estate
Owner occupied		867		2		865		119,643		4,583		115,060
Non-owner occupied		1,289		—		1,289		153,610		312		153,298
Multifamily		33		—		33		11,291		—		11,291
Farmland		—		—		—		73		—		73
		2,189		2		2,187		284,617		4,895		279,722
Consumer real estate
Home equity lines		11		—		11		18,421		300		18,121
Secured by 1-4 family residential						—
First deed of trust		131		6		125		67,495		1,881		65,614
Second deed of trust		43		—		43		7,764		195		7,569
		185		6		179		93,680		2,376		91,304
Commercial and industrial loans
(except those secured by real estate)		576		—		576		90,348		19		90,329
Student loans		52		—		52		20,617		—		20,617
Consumer and other		97		1		96		4,038		21		4,017

	$	3,370	$	9	$	3,361	$	538,427	$	7,311	$	531,116

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Note 6 – Deposits

Deposits as of June 30, 2023 and December 31, 2022 were as follows (dollars in thousands):


	June 30, 2023				December 31, 2022
	Amount		%		Amount		%

Demand accounts	$	249,059	39.6	%	$	255,236	40.9	%
Interest checking accounts		88,330	14.1	%		90,252	14.4	%
Money market accounts		196,603	31.3	%		179,036	28.6	%
Savings accounts		44,378	7.0	%		55,695	8.9	%
Time deposits of $250,000 and over		11,080	1.8	%		4,740	0.8	%
Other time deposits		38,932	6.2	%		39,784	6.4	%

Total	$	628,382	100.0	%	$	624,743	100.0	%

Note 7 – Borrowings

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

As a member of the Federal Home Loan Bank of Atlanta, the Bank is required to own capital stock in the FHLB and is authorized to apply for advances from the FHLB. The Company held $2,265,000 in FHLB stock at June 30, 2023 and $1,223,000 at December 31, 2022, which is held at cost. Each FHLB credit program has its own interest rate, which may be fixed or variable, and range of maturities. The FHLB may prescribe the acceptable uses to which the advances may be put, as well as on the size of the advances and repayment provisions. The FHLB borrowings are secured by the pledge of commercial and 1-4 family residential loans and investment securities. The Company had FHLB advances of $45,000,000 and $20,000,000 at June 30, 2023 and December 31, 2022, respectively.

The Company uses federal funds purchased and repurchase agreements for short-term borrowing needs. Securities sold under agreements to repurchase are classified as borrowings and generally mature within one to four days from the transaction date. Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction. The Company may be required to provide additional collateral based on the fair value of the underlying securities. There were no borrowings against the lines at June 30, 2023 or December 31, 2022.

The Company’s unused lines of credit for future borrowings total approximately $45.3 million at June 30, 2023, which consists of $2.5 million available from the FHLB based on current pledged assets, $15 million on revolving bank line of credit, $2.8 million under secured federal funds agreements with third party financial institutions, and $25 million in repurchase lines of credit with third party financial institutions. Additional loans and securities are available that can be pledged as collateral for future borrowings from the Federal Reserve Bank of Richmond or the FHLB above the current lendable collateral value.

Note 8 – Trust preferred securities

During the first quarter of 2005, Southern Community Financial Capital Trust I, a wholly-owned unconsolidated subsidiary of the Company, was formed for the purpose of issuing redeemable securities. On February 24, 2005, $5.2 million of Trust Preferred Capital Notes were issued through a pooled underwriting. The securities have a floating rate of interest indexed to the London InterBank Offered Rate (“LIBOR”) (three-month LIBOR plus 2.15%) which adjusts, and is payable, quarterly. The interest rate at June 30, 2023 was 7.68%. As a result of the announced discontinuation of the 3-month LIBOR on June 30, 2023, the Company is replacing the 3-month LIBOR leg of the calculated floating rate with the three-month term SOFR plus the applicable tenor spread adjustment for 3-month LIBOR of 0.26161 percent as per the guidelines outlined within the final rulings under the Adjustable Interest Rate (LIBOR) Act published by the Board of Governors of the Federal Reserve System. 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 June 30, 2023 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.

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During the third quarter of 2007, Village Financial Statutory Trust II, a wholly-owned unconsolidated subsidiary of the Company, was formed for the purpose of issuing redeemable securities. On September 20, 2007, $3.6 million of Trust Preferred Capital Notes were issued through a pooled underwriting. The securities have LIBOR-indexed floating rate of interest (three-month LIBOR plus 1.4%) which adjusts, and is also payable, quarterly. The interest rate at June 30, 2023 was 6.93%. As a result of the announced discontinuation of the 3-month LIBOR on June 30, 2023, the Company is replacing the 3-month LIBOR leg of the calculated floating rate with the three-month term SOFR plus the applicable tenor spread adjustment for 3-month LIBOR of 0.26161 percent as per the guidelines outlined within the final rulings under the Adjustable Interest Rate (LIBOR) Act published by the Board of Governors of the Federal Reserve System. The securities may be redeemed at par at any time commencing in December 2012 until the securities mature in 2037. No amounts have been redeemed at June 30, 2023 and there are no plans to do so. The principal asset of the Trust is $3.6 million of the Company’s junior subordinated debt securities with like maturities and like interest rates to the Trust Preferred Capital Notes.

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

The obligations of the Company with respect to the issuance of the Trust Preferred Capital Notes constitute a full and unconditional guarantee by the Company of the Trust’s obligations with respect to the Trust Preferred Capital Notes. Subject to certain exceptions and limitations, the Company may elect from time to time to defer interest payments on the junior subordinated debt securities, which would result in a deferral of distribution payments on the related Trust Preferred Capital Notes and require a deferral of common dividends. The Company is current on these interest payments.

Note 9 – Subordinated Debt

On March 21, 2018, the Company issued $5,700,000 of fixed-to-floating rate subordinated notes due March 31, 2028 in a private placement. The Company received $5,539,000 in net proceeds after deducting issuance costs. The subordinated notes accrued interest at a fixed rate of 6.50% for the first five years until March 21, 2023. The subordinated notes have a LIBOR-indexed floating rate of interest (three-month LIBOR plus 3.73%) which adjusts and is also payable quarterly. The interest rate at June 30, 2023 was 9.05%. As a result of the announced discontinuation of the 3-month LIBOR on June 30, 2023, the Company is replacing the 3-month LIBOR leg of the calculated floating rate with the three-month term SOFR plus the applicable tenor spread adjustment for 3-month LIBOR of 0.26161 percent as per the guidelines outlined within the final rulings under the Adjustable Interest Rate (LIBOR) Act published by the Board of Governors of the Federal Reserve System. The Company may redeem the subordinated notes in whole or in part, on or after March 31, 2023. The subordinated notes are unsecured and subordinated in right of payment to all of the Company’s existing and future senior indebtedness, whether secured or unsecured, including claims of depositors and general creditors, and rank equally in right of payment with any unsecured, subordinated indebtedness that the Company may incur in the future. The carrying value of the notes totaled $5,700,000 and $5,692,000 at June 30, 2023 and December 31, 2022, respectively.

Note 10 – Stock incentive plan

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

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The following table summarizes option activity under the Company's stock incentive plans during the indicated periods:


	Six Months Ended June 30,
	2023							2022
		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	14	$	25.28	$	9.76			734	$	25.63	$	9.76
Granted	—		—		—			—		—		—
Forfeited	—		—		—			—		—		—
Exercised	—		—	$	—			(345)		25.50		—
Options outstanding, end of period	14	$	25.28	$	9.76	$	—	389	$	25.74	$	9.76	$	—
Options exercisable, end of period	14							389

During the six months ended June 30, 2023, we granted certain officers time-based restricted shares of common stock. The time-based restricted shares vest ratably over a three year period provided the officer is employed with the Company on the applicable vesting date.

During the six months ended June 30, 2022, we granted certain officers time-based restricted shares of common stock and performance-based restricted stock units. The time-based restricted shares vest ratably over a three year period provided the officer is employed with the Company on the applicable vesting date. The performance-based units, which have a two-year performance period that began on January 2, 2022, vest based on the Company’s achievement of a performance target related to return on tangible common equity over the performance period, with possible payouts ranging from 0% to 150% of the target awards.

The total number of shares underlying non-vested restricted stock was 25,752 and 23,051 at June 30, 2023 and 2022, respectively. The fair value of the stock is based on the grant date of the award and the expense is recognized over the vesting period. Unamortized stock-based compensation related to non-vested share-based compensation arrangements granted under the stock incentive plan as of June 30, 2023 and 2022 was $885,700 and $663,700, respectively. The time-based unrecognized compensation of $538,600 is expected to be recognized over a weighted average period of 1.85 years. For the period ended June 30, 2023, there were no forfeitures, and there were 606 forfeitures of restricted stock and restricted stock units for the period ended June 30, 2022.

A summary of changes in the Company’s non-vested restricted stock and restricted stock unit awards for the six months ended June 30, 2023 follows:


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

December 31, 2022	28,296	$	46.60	$	1,222,387
Granted	370		52.00		15,984
Vested	(4,399)		31.86		(190,037)
Forfeited	—		—		—
Other ⁽¹⁾	1,485		29.00		64,152
June 30, 2023	25,752	$	48.19	$	1,112,486

(1)	Represents the incremental increase in shares that vested based on the restricted stock units vesting at the maximum potential value as opposed to the targeted value of the award.

Stock-based compensation expense was approximately $268,000 and $210,000 for the six months ended June 30, 2023 and 2022, respectively.

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Note 11 – Fair value

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

ASC 820 establishes a hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair values hierarchy is as follows:

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

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

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

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

Securities: Fair values for securities available-for-sale are obtained from an independent pricing service. The prices are not adjusted. The independent pricing service uses industry-standard models to price U.S. Government agency obligations and mortgage backed securities that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Securities of obligations of state and political subdivisions are valued using a type of matrix, or grid, pricing in which securities are benchmarked against the treasury rate based on credit rating. Substantially all assumptions used by the independent pricing service are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace (Levels 1 and 2). If the inputs used to provide the evaluation for certain securities are unobservable and/or there is little, if any, market activity, then the security would fall to the lowest level of the hierarchy (Level 3).

Collateral dependent: The Company does not record loans held for investment at fair value on a recurring basis. However, there are instances when a loan is considered collateral dependent and an allowance for credit losses is established. The Company measures expected credit losses based on the fair value of the collateral either through the operation of the collateral or the sale of the collateral to include estimated cost to sell. The Company maintains a valuation allowance to the extent that this measure of the collateral dependent loan is less than the recorded investment in the loan. The Company records the collateral dependent loan as a nonrecurring fair value measurement classified as Level 2. However, if based on management’s review, additional discounts to appraisals are required or if observable inputs are not available, the Company records the collateral dependent loan as a nonrecurring fair value measurement classified as Level 3.

Loans held for sale: Fair value of the Company's loans held for sale is based on observable market prices for similar instruments traded in the secondary mortgage loan markets in which the Company conducts business. The Company's portfolio of loans held for sale is classified as Level 2. Gains and losses on the sale of loans are recorded within mortgage banking income, net on the Consolidated Statements of Income.

Derivative asset – interest rate lock commitments (“IRLCs”): The Company recognizes IRLCs at fair value based on the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis while taking into consideration the probability that the rate lock commitments will close. All of the Company's IRLCs are classified as Level 2.

Forward sale commitments: Best efforts sale commitments are entered into for loans intended for sale in the secondary market at the time the borrower commitment is made. The Company has elected the fair value option on their firm commitments under ASC 825.

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The best efforts commitments are valued using the committed price to the counter-party against the current market price of the interest rate lock commitment or mortgage loan held for sale. All of the Company’s forward sale commitments are classified as Level 2.

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


	Fair Value Measurement
	at June 30, 2023 Using
			Quoted Prices
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	Carrying		Identical Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets - Recurring
U.S. Government Agencies	$	61,490	$	—	$	61,490	$	—
Mortgage-backed securities		57,876		—		57,876		—
Municipals		1,667		—		1,667		—
Subordinated debt		11,202		—		9,154		2,048
Loans held for sale		6,887		—		6,887		—
IRLC		205		—		205		—

Financial Liabilities - Recurring
Forward sales commitment		370		—		370		—


	Fair Value Measurement
	at December 31, 2022 Using
			Quoted Prices
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	Carrying		Identical Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets - Recurring
U.S. Government Agencies	$	60,902	$	—	$	60,902	$	—
Mortgage-backed securities		60,560		—		60,560		—
Municipals		1,550				1,550
Subordinated debt		10,841		—		8,841		2,000
Loans held for sale		2,268		—		2,268		—
IRLC		142		—		142		—

Financial Liabilities - Recurring
Forward sales commitment		207		—		207		—

There were no Level 3 fair value measurements for financial instruments measured on a non-recurring basis at fair value at June 30, 2023 and December 31, 2022.

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

The following table reflects the carrying amounts and estimated fair values of the Company’s financial instruments whether or not recognized on the Consolidated Balance Sheets at fair value (in thousands).

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		June 30,				December 31,
		2023				2022
	Level in Fair
	Value	Carrying		Estimated		Carrying		Estimated
	Hierarchy	Value		Fair Value		Value		Fair Value
Financial assets
Cash	Level 1	$	12,881	$	12,881	$	12,062	$	12,062
Cash equivalents	Level 2		13,101		13,101		4,616		4,616
Investment securities available for sale	Level 2		130,187		130,187		131,853		131,853
Investment securities available for sale	Level 3		2,048		2,048		2,000		2,000
Federal Home Loan Bank stock	Level 2		2,265		2,265		1,223		1,223
Loans held for sale	Level 2		6,887		6,887		2,268		2,268
Loans	Level 3		556,170		524,518		538,427		521,150
Bank owned life insurance	Level 2		12,947		12,947		12,798		12,798
Accrued interest receivable	Level 2		3,482		3,482		3,651		3,651
Interest rate lock commitments	Level 2		205		205		142		142

Financial liabilities
Deposits	Level 2		628,382		627,547		624,743		625,037
FHLB borrowings	Level 2		45,000		44,799		20,000		20,000
Trust preferred securities	Level 2		8,764		9,059		8,764		7,066
Other borrowings	Level 2		5,700		5,700		5,692		5,692
Accrued interest payable	Level 2		270		270		70		70
Forward sales commitment	Level 2		370		370		207		207

Note 12 – Segment Reporting

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

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

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The following table presents segment information as of and for the three and six months ended June 30, 2023 and 2022 (in thousands):


	Commercial		Mortgage				Consolidated
	Banking		Banking		Eliminations		Totals
Three Months Ended June 30, 2023

Revenues
Interest income	$	7,998	$	101	$	—	$	8,099
Mortgage banking income, net		—		610		(224)		386
Other revenues		878		—		(43)		835
Total revenues		8,876		711		(267)		9,320

Expenses
Recovery of provision for credit losses		—		—		—		—
Interest expense		1,975		—		—		1,975
Salaries and benefits		2,694		721		—		3,415
Other expenses		2,391		293		(267)		2,417
Total operating expenses		7,060		1,014		(267)		7,807

Income (loss) before income taxes		1,816		(303)		—		1,513
Income tax expense (benefit)		338		(64)		—		274
Net income (benefit)	$	1,478	$	(239)	$	—	$	1,239

Total assets	$	764,034	$	17,856	$	(27,235)	$	754,655


	Commercial		Mortgage				Consolidated
	Banking		Banking		Eliminations		Totals
Three Months Ended June 30, 2022

Revenues
Interest income	$	6,653	$	78	$	—	$	6,731
Mortgage banking income, net		—		1,122		(32)		1,090
Other revenues		893		—		(45)		848
Total revenues		7,546		1,200		(77)		8,669

Expenses
Recovery of provision for loan losses		—		—		—		—
Interest expense		410		—		—		410
Salaries and benefits		2,608		815		—		3,423
Other expenses		1,851		317		(77)		2,091
Total operating expenses		4,869		1,132		(77)		5,924

Income before income taxes		2,677		68		—		2,745
Income tax expense		540		15		—		555
Net income	$	2,137	$	53	$	—	$	2,190

Total assets	$	761,749	$	18,860	$	(28,012)	$	752,597

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	Commercial		Mortgage				Consolidated
	Banking		Banking		Eliminations		Totals
Six Months Ended June 30, 2023

Revenues
Interest income	$	15,541	$	141	$	—	$	15,682
Mortgage banking income, net		—		1,148		(284)		864
Other revenues		1,700		—		(86)		1,614
Total revenues		17,241		1,289		(370)		18,160

Expenses
Recovery of provision for credit losses		—		—		—		—
Interest expense		3,193		—		—		3,193
Salaries and benefits		5,436		1,427		—		6,863
Other expenses		4,529		567		(370)		4,726
Total operating expenses		13,158		1,994		(370)		14,782

Income (loss) before income taxes		4,083		(705)		—		3,378
Income tax expense (benefit)		747		(148)		—		599
Net income (loss)	$	3,336	$	(557)	$	—	$	2,779

Total assets	$	764,034	$	17,856	$	(27,235)	$	754,655


	Commercial		Mortgage				Consolidated
	Banking		Banking		Eliminations		Totals
Six Months Ended June 30, 2022

Revenues
Interest income	$	12,878	$	121	$	—	$	12,999
Mortgage banking income, net		—		2,027		(58)		1,969
Other revenues		1,687		—		(89)		1,598
Total revenues		14,565		2,148		(147)		16,566

Expenses
Recovery of provision for loan losses		(400)		—		—		(400)
Interest expense		818		—		—		818
Salaries and benefits		5,253		1,694		—		6,947
Commissions		—		—		—		—
Other expenses		3,758		638		(147)		4,249
Total operating expenses		9,429		2,332		(147)		11,614

Income (loss) before income taxes		5,136		(184)		—		4,952
Income tax expense (benefit)		1,000		(38)		—		962
Net income (loss)	$	4,136	$	(146)	$	—	$	3,990

Total assets	$	761,749	$	18,860	$	(28,012)	$	752,597

Capital expenditures

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Note 13 – Shareholders’ Equity and Regulatory Matters

Accumulated Other Comprehensive Loss

The following table presents the cumulative balances of the components of accumulated other comprehensive income (loss), net of deferred tax benefits of $2,773,000 and $2,892,000 as of June 30, 2023 and December 31, 2022, respectively (in thousands):


	June 30,		December 31,
	2023		2022

Net unrealized losses on securities	$	(10,417)	$	(10,862)
Net unrecognized losses on defined benefit plan		(14)		(19)
Total accumulated other comprehensive loss	$	(10,431)	$	(10,881)

Regulatory Matters

The Company meets the eligibility criteria of a small bank holding company in accordance with the Board of Governors of the Federal Reserve System’s (“Federal Reserve”) Small Bank Holding Company Policy Statement (the “SBHC Policy Statement”). Under the SBHC Policy Statement, qualifying bank holding companies, such as the Company, have additional flexibility in the amount of debt they can issue and are also exempt from the Basel III capital framework as outlined by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act (the "Basel III Capital Rules"). The SBHC Policy Statement does not apply to the Bank and the Bank must comply with the Basel III Capital Rules.

The Bank is required to comply with the capital adequacy standards established by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC has adopted rules to implement the Basel III Capital Rules. The Basel III Capital Rules establish minimum capital ratios and risk weightings that are applied to many classes of assets held by community banks, including applying higher risk weightings to certain commercial real estate loans.

The Basel III Capital Rules require banks to comply with the following minimum capital ratios: (1) a ratio of common equity Tier 1 capital to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (effectively resulting in a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 7%); (2) a ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum Tier 1 capital ratio of 8.5%); (3) a ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (effectively resulting in a minimum total capital ratio of 10.5%); and (4) a leverage ratio of 4%, calculated as the ratio of Tier 1 capital to balance sheet exposures plus certain off-balance sheet exposures (computed as the average for each quarter of the month-end ratios for the quarter). The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking organizations with a ratio of common equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. As of June 30, 2023, the Bank exceeded the minimum ratios under the Basel III Capital Rules.

The Bank must also comply with the capital requirements set forth in the “prompt corrective action” regulations pursuant to Section 38 of the Federal Deposit Insurance Act of 1950. To be well capitalized under these regulations, a bank must have the following minimum capital ratios: (1) a common equity Tier 1 capital ratio of at least 6.5%; (2) a Tier 1 risk-based capital ratio of at least 8.0%; (3) a total risk-based capital ratio of at least 10.0%; and (4) a leverage ratio of at least 5.0%. As of June 30, 2023, the Bank exceeded the minimum ratios to be classified as well capitalized.

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The capital amounts and ratios at June 30, 2023 and December 31, 2022 for the Bank are presented in the table below (dollars in thousands):


					Minimum Capital
					Requirements
	Actual				Including Conservation Buffer ⁽¹⁾				To be Well Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio

June 30, 2023
Total capital (to risk- weighted assets) Village Bank	$	87,561	14.97	%	$	61,436	10.50	%	$	58,510	10.00	%

Tier 1 capital (to risk- weighted assets) Village Bank		84,028	14.36	%		49,734	8.50	%		61,436	8.00	%

Leverage ratio (Tier 1 capital to average assets) Village Bank		84,028	11.18	%		30,053	4.00	%		37,566	5.00	%

Common equity tier 1 (to risk- weighted assets) Village Bank		84,028	14.36	%		40,957	7.00	%		38,032	6.50	%

December 31, 2022
Total capital (to risk- weighted assets) Village Bank	$	84,982	14.81	%	$	60,267	10.50	%	$	57,398	10.00	%

Tier 1 capital (to risk- weighted assets) Village Bank		81,612	14.22	%		48,788	8.50	%		45,918	8.00	%

Leverage ratio (Tier 1 capital to average assets) Village Bank		81,612	10.95	%		29,805	4.00	%		37,256	5.00	%

Common equity tier 1 (to risk- weighted assets) Village Bank		81,612	14.22	%		40,178	7.00	%		37,308	6.50	%


⁽¹⁾ Basel III Capital Rules require banking organizations to maintain a minimum CETI ratio of 4.5%, plus a 2.5% capital conservation buffer; a minimum Tier 1 capital ratio of 6.0%, plus a 2.5% capital conservation buffer; a minimum, total risk-based capital ratio of 8.0%, plus a 2.5% conservation buffer; and a minimum Tier leverage ratio of 4.0%

Note 14 – 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.

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At June 30, 2023 and December 31, 2022, the Company had the following approximate off-balance-sheet financial instruments whose contract amounts represent credit risk (in thousands):


	June 30,		December 31,
	2023		2022

Undisbursed credit lines	$	121,237	$	119,454
Commitments to extend or originate credit		11,206		9,899
Standby letters of credit		1,164		922

Total commitments to extend credit	$	133,607	$	130,275

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

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

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

Note 15 – Mortgage Banking and Derivatives

Loans held for sale. The Company, through the Bank’s mortgage banking subsidiary, originates residential mortgage loans for sale in the secondary market. Residential mortgage loans held for sale are sold to the permanent investor with the mortgage servicing rights released. The Company’s portfolio of loans held for sale (“LHFS”) is accounted for in accordance with ASC 820 - Fair Value Measurement and Disclosures. Fair value of the Company’s LHFS is based on observable market prices for the identical instruments traded in the secondary mortgage loan markets in which the Company conducts business and totaled $6.9 million as of June 30, 2023, of which $6.8 million is related to unpaid principal, and totaled $2.3 million as of December 31, 2022, of which $2.2 million is related to unpaid principal. The Company’s portfolio of LHFS is classified as Level 2.

Interest Rate Lock Commitments and Forward Sales Commitments. The Company, through the Bank’s mortgage banking subsidiary, enters into commitments to originate residential mortgage loans in which the interest rate on the loan is determined prior to funding, termed interest rate lock commitments. Such rate lock commitments on mortgage loans to be sold in the secondary market are considered to be derivatives. Upon entering into a commitment to originate a loan, the Company protects itself from changes in interest rates during the period prior to sale by requiring a firm purchase agreement from a permanent investor before a loan can be closed (forward sales commitment). The Company locks in the loan and rate with an investor and commits to deliver the loan if settlement occurs on a best efforts basis, thus limiting interest rate risk. Certain additional risks exist if the investor fails to meet its purchase obligation; however, based on historical performance and the size and nature of the investors the Company does not expect them to fail to meet their obligation. The Company determines the fair value of IRLCs based on the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis while taking into consideration the probability that the rate lock commitments will close. The fair value of these derivative instruments is reported in “Other Assets” in the Consolidated Balance Sheet at June 30, 2023, and totaled $205,000, with a notional amount of $11.2 million and total positions of 40, and was reported in “Other Assets” at December 31, 2022, and totaled $142,000 with a notional amount of $9.9 million and total positions of 31. Changes in fair value are recorded as a component of mortgage banking income, net in the Consolidated Income Statement for the period ended June

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30, 2023 and 2022. The Company’s IRLCs are classified as Level 2. At June 30, 2023 and December 31, 2022, each IRLC and all LHFS were subject to a forward sales commitment on a best efforts basis.

The Company uses fair value accounting for its forward sales commitments related to IRLCs and LHFS under ASC 825-10-15-4(b). The fair value of forward sales commitments is reported in “Other Liabilities” in the Consolidated Balance Sheet at June 30, 2023, and totaled $370,000 with a notional amount of $18.0 million and total positions of 62 and was reported in “Other Liabilities” at December 31, 2022, and totaled $207,000, with a notional amount of $12.1 million and total positions of 38.

Note 16 Recent Accounting Pronouncements

In July 2023, the FASB issued ASU 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718)”. This ASU amends the FASB ASC pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. ASU 2023-03 is effective upon addition to the FASB Codification. The Company does not expect the adoption of ASU 2023-03 to have a material impact on its consolidated financial statements.

In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848”. ASU 2022-06 extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. The objective of the guidance in Topic 848 is to provide relief during the temporary transition period, so the FASB included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate (‘LIBOR”) would cease being published. In 2021, the UK Financial Conduct Authority delayed the intended cessation date of certain tenors of LIBOR to June 30, 2023.

To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The ASU is effective for all entities upon issuance. The Company is assessing ASU 2022-06 and its impact on the Company’s transition away from LIBOR for its loan and other financial instruments.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. Subsequently, in January 2021, the FASB issued ASU 2021-01 “Reference Rate Reform (Topic 848): Scope.” This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. An entity may elect to apply ASU 2021-01 on contract modifications that change the interest rate used for margining, discounting, or contract price alignment retrospectively as of any date from the beginning of the interim period that includes March 12, 2020, or prospectively to new modifications from any date within the interim period that includes or is subsequent to January 7, 2021, up to the date that financial statements are available to be issued. An entity may elect to apply ASU 2021-01 to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020, and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. The Company does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statements.

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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 credit losses, interest rate sensitivity, market risk, growth strategy and financial and other goals. Forward-looking statements often use words such as “believes,” “expects,” “plans,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends” or other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements.

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

●

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

●

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

●

the ability to maintain adequate liquidity by retaining deposit customers and secondary funding sources, especially if the Company’s or banking industry’s reputation becomes damaged;

●

the effects of future economic, business and market conditions;

●

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

●

our inability to maintain our regulatory capital position;

●

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

●

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

●

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

●

changes in operations of the Village Bank Mortgage Corporation as a result of the activity in the residential real estate market;

●

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

●

governmental monetary and fiscal policies;

●

geopolitical conditions, including acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts, negatively impacting business and economic conditions in the U.S. and abroad;

●

changes in accounting policies, rules and practices;

●

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

●

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

●

demand, development and acceptance of new products and services;

●

problems with technology utilized by us;

●

the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic events;

●

the impact of the COVID-19 pandemic, including the adverse impact on our business and operations and on our customers;

●

changing trends in customer profiles and behavior; and

●

other factors described from time to time in our reports filed with the SEC.

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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 credit losses may not be sufficient to cover loan losses and additions to the allowance may be necessary, which would have a negative impact on net income.

Results of operations

The following presents management’s discussion and analysis of the financial condition of the Company at June 30, 2023 and December 31, 2022 and the results of operations for the Company for the three and six months ended June 30, 2023 and 2022. 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 June 30, 2023, the Company had net income of $1,239,000, or $0.83 per fully diluted share, compared to net income of $2,190,000, or $1.48 per fully diluted share, for the same period in 2022. For the six months ended June 30, 2023, the Company had net income of $2,779,000 or $1.87 per fully diluted share, compared to net income of $3,990,000 or $2.70 per fully diluted share, for the same period in 2022.

On January 1, 2023, the Commercial Banking Segment adopted the CECL methodology for estimating credit losses, which resulted in an increase of $150,000 in the Allowance for Credit Losses on January 1, 2023 to $3.52 million. The Allowance for Credit Losses included an allowance for credit losses on loans of $3.24 million and a reserve for unfunded commitments of $277,000.

As of June 30, 2023, the Allowance for Credit Losses was $3.53 million and included an allowance for credit losses on loans of $3.26 million and a reserve for unfunded commitments of $277,000.

Net interest income

Net interest income, which represents the difference between interest earned on interest-earning assets and interest incurred on interest-bearing liabilities, is the Company’s primary source of earnings. Net interest income can be affected by changes in market interest rates as well as the level and composition of assets, liabilities and shareholders’ equity. Net interest spread is the difference between the

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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” or “NIM”) is calculated by dividing tax equivalent net interest income by average interest-earning assets.

Generally, the net interest margin will exceed the net interest spread because a portion of interest earning assets are funded by various noninterest-bearing sources, principally noninterest-bearing deposits and shareholders’ equity.


	For the Three Months Ended June 30,
	2023			2022			Change

	(dollars in thousands)
Average interest-earning assets	$	697,114		$	709,699		$	(12,585)
Interest income	$	8,099		$	6,731		$	1,368
Yield on interest-earning assets		4.66	%		3.80	%		0.86	%
Average interest-bearing liabilities	$	426,333		$	412,646		$	13,687
Interest expense	$	1,975		$	410		$	1,565
Cost of interest-bearing liabilities		1.86	%		0.40	%		1.46	%
Net interest income	$	6,124		$	6,321		$	(197)
Net interest margin		3.52	%		3.57	%		(0.05)	%

The following are variances of note for the three months ended June 30, 2023 compared to the three months ended June 30, 2022:

●NIM compressed by 5 basis points to 3.52% for the three months ended June 30, 2023 compared to 3.57% for the three months ended June 30, 2022. The compression was driven by the following:

o

The yield on our earning assets increased by 86 basis points, 4.66% as of the three months ended June 30, 2023 compared to 3.80% as of the three months ended June 30, 2022. The increase in our yield on earning assets continues to be a result of improvement in our earning asset mix as well as the impact of the rise in interest rates during 2022 and 2023. We expect to see continued improvement in the yield on earning assets as a portion of our securities portfolio continues to mature over the next several quarters and those lower yielding assets will either be re-deployed in higher earning assets or used to paydown high cost borrowings.

o

Total U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) income recorded by the Commercial Banking Segment was $2,000 for the three months ended June 30, 2023 compared to $488,000 for the three months ended June 30, 2022.

o

The cost of interest bearing liabilities increased by 146 basis points to 1.86% for the three months ended June 30, 2023 compared to 0.40% for the three months ended June 30, 2022. The increase in our cost of interest bearing liabilities continues to be driven by an increase in the rate paid on variable rate debt and market pressures on deposit rates. FHLB Advances increased by $45 million, from the three months ended June 30, 2022, with a weighted average cost of 4.73% during the three months ended June 30, 2023. The rate paid on money market deposit accounts increased 157 basis points to 1.79% for the three months ended June 30, 2023 compared to 0.22% for the three months ended June 30, 2022. While we expect there will be continued pressure on our funding base, we anticipate the velocity of those increases to be lower than experienced through the first half of 2023.

o

While the rate paid on interest bearing liabilities increased by 146 basis points for the three months ended June 30, 2023, overall cost of funds increased by 93 basis points, 1.17% for the three months ended June 30, 2023 vs. 0.24% for the three months ended June 30, 2022. The lower increase in cost of funds was driven by our strong non-interest bearing deposits level, which remained near 40% of our deposit base.

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	For the Six Months Ended June 30,
	2023			2022			Change

	(dollars in thousands)
Average interest-earning assets	$	689,068		$	708,569		$	(19,501)
Interest income	$	15,682		$	12,999		$	2,683
Yield on interest-earning assets		4.59	%		3.70	%		0.89	%
Average interest-bearing liabilities	$	416,218		$	410,326		$	5,892
Interest expense	$	3,193		$	818		$	2,375
Cost of interest-bearing liabilities		1.55	%		0.40	%		1.15	%
Net interest income	$	12,489		$	12,181		$	308
Net interest margin		3.66	%		3.47	%		0.19	%

The following are variances of note for the six months ended June 30, 2023 compared to the six months ended June 30, 2022:

●

NIM expanded by 19 basis points to 3.66% for the six months ended June 30, 2023 compared to 3.47% for the six months ended June 30, 2022. The expansion was driven by the following:

o

The yield on our earning assets increased by 89 basis points, 4.59% as of the six months ended June 30, 2023 compared to 3.70% as of the six months ended June 30, 2022. The increase in our yield on earning assets continues to be a result of improvement in our earning asset mix as well as the impact of the rise in interest rates during 2022 and 2023. We expect to see continued improvement in the yield on earning assets as a portion of our securities portfolio continues to mature over the next several quarters and those lower yielding assets will either be re-deployed in higher earning assets or used to paydown high cost borrowings.

o

Total PPP income recorded by the Commercial Banking Segment was $4,000 for the six months ended June 30, 2023 compared to $1,028,000 for the six months ended June 30, 2022.

o

The cost of interest bearing liabilities increased by 115 basis points to 1.55% for the six months ended June 30, 2023 compared to 0.40% for the six months ended June 30, 2022. The increase in our cost of funds was driven by an increase in the rate paid on variable rate debt and market pressures on deposit rates. FHLB Advances increased by $35 million, from the six months ended June 30, 2022, with a weighted average cost of 4.72% during the six months ended June 30, 2023. The rate paid on money market deposit accounts increased 120 basis points to 1.42% for the six months ended June 30, 2023 compared to 0.22% for the six months ended June 30, 2022. While we expect there will be continued pressure on our funding base, we anticipate the velocity of those increases to be lower than experienced through the first half of 2023.

o

While the rate paid on interest bearing liabilities increased by 115 basis points for the six months ended June 30, 2023, overall cost of funds increased by 73 basis points, 0.97% for the six months ended June 30, 2023 vs. 0.24% for the six months ended June 30, 2022. The lower increase in cost of funds was driven by our strong non-interest bearing deposits level, which remained near 40% of our deposit base.

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


	Three Months Ended June 30, 2023						Three Months Ended June 30, 2022
			Interest						Interest
	Average		Income/		Yield		Average		Income/		Yield
	Balance		Expense		Rate		Balance		Expense		Rate
Loans
Commercial	$	91,462	$	1,369	6.00	%	$	78,502	$	1,468	7.50	%
Real estate - residential		101,222		1,448	5.74	%		93,132		770	3.32	%
Real estate - commercial		282,440		3,381	4.80	%		278,317		3,210	4.63	%
Real estate - construction		48,153		528	4.40	%		38,688		229	2.37	%
Student loans		20,149		360	7.17	%		24,332		240	3.96	%
Consumer		4,317		80	7.43	%		3,491		46	5.29	%
Loans net of deferred fees		547,743		7,166	5.25	%		516,462		5,963	4.63	%
Loans held for sale		7,072		100	5.67	%		7,315		79	4.33	%
Investment securities		134,770		719	2.14	%		136,226		583	1.72	%
Federal funds and other		7,529		114	6.07	%		49,696		106	0.86	%
Total interest earning assets		697,114		8,099	4.66	%		709,699		6,731	3.80	%
Allowance for loan losses		(3,276)						(3,407)
Cash and due from banks		11,908						14,865
Premises and equipment, net		11,851						11,682
Other assets		23,410						21,681
Total assets	$	741,007					$	754,520

Interest bearing deposits
Interest checking	$	79,881	$	102	0.51	%	$	89,989	$	28	0.12	%
Money market		192,170		860	1.79	%		195,941		107	0.22	%
Savings		43,675		17	0.16	%		50,402		19	0.15	%
Certificates		53,075		207	1.56	%		61,887		98	0.64	%
Total deposits		368,801		1,186	1.29	%		398,219		252	0.25	%
Borrowings
Long-term debt - trust
preferred securities		8,764		146	6.68	%		8,764		57	2.61	%
FHLB advances		42,802		512	4.73	%		—		—	—
Subordinated debt, net		5,700		128	9.01	%		5,663		101	7.15	%
Other borrowings		266		3	4.52	%		—		—	—	%
Total interest bearing liabilities		426,333		1,975	1.86	%		412,646		410	0.40	%
Noninterest bearing deposits		246,741						277,395
Other liabilities		3,415						3,480
Total liabilities		676,489						693,521
Equity capital		64,518						60,999
Total liabilities and capital	$	741,007					$	754,520


Net interest income before provision for loan losses			$	6,124					$	6,321
Interest spread - average yield on interest earning assets, less average rate on interest bearing liabilities					2.80	%					3.40	%
Net interest margin (net interest income expressed as a percentage of average earning assets)					3.52	%					3.57	%

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	Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
			Interest						Interest
	Average		Income/		Yield		Average		Income/		Yield
	Balance		Expense		Rate		Balance		Expense		Rate
Loans
Commercial	$	89,419	$	2,588	5.84	%	$	85,965	$	2,627	6.16	%
Real estate - residential		97,892		2,744	5.65	%		92,205		1,841	4.03	%
Real estate - commercial		282,439		6,561	4.68	%		270,309		6,097	4.55	%
Real estate - construction		48,109		1,151	4.82	%		42,020		636	3.05	%
Student loans		20,315		699	6.94	%		24,918		477	3.86	%
Consumer		4,150		146	7.09	%		3,391		91	5.41	%
Loans net of deferred fees		542,324		13,889	5.16	%		518,808		11,769	4.57	%
Loans held for sale		4,517		140	6.25	%		6,167		122	3.99	%
Investment securities		134,890		1,446	2.16	%		122,987		977	1.60	%
Federal funds and other		7,337		207	5.69	%		60,607		131	0.44	%
Total interest earning assets		689,068		15,682	4.59	%		708,569		12,999	3.70	%
Allowance for loan losses		(3,264)						(3,571)
Cash and due from banks		11,588						12,117
Premises and equipment, net		11,815						11,735
Other assets		23,578						24,543
Total assets	$	732,785					$	753,393

Interest bearing deposits
Interest checking	$	82,059	$	164	0.40	%	$	87,835	$	54	0.12	%
Money market		186,129		1,307	1.42	%		193,704		211	0.22	%
Savings		46,558		36	0.16	%		50,350		39	0.16	%
Certificates		50,544		303	1.21	%		64,006		211	0.66	%
Total deposits		365,290		1,810	1.00	%		395,895		515	0.26	%
Borrowings
Long-term debt - trust
preferred securities		8,764		286	6.58	%		8,764		101	2.32	%
FHLB advances		36,188		859	4.72	%		—		—	—
Subordinated debt, net		5,697		232	8.21	%		5,667		202	7.19	%
Other borrowings		279		6	4.34	%		—		—	—	%
Total interest bearing liabilities		416,218		3,193	1.55	%		410,326		818	0.40	%
Noninterest bearing deposits		249,677			0.59%			276,121
Other liabilities		3,289						4,666
Total liabilities		669,184						691,113
Equity capital		63,601						62,280
Total liabilities and capital	$	732,785					$	753,393


Net interest income before provision for loan losses			$	12,489					$	12,181
Interest spread - average yield on interest earning assets, less average rate on interest bearing liabilities					3.04	%					3.30	%
Net interest margin (net interest income expressed as a percentage of average earning assets)					3.66	%					3.47	%

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Provision for (recovery of) Credit losses

As of June 30, 2023, the Allowance for Credit Losses was $3.53 million and included an allowance for credit losses on loans of $3.26 million and a reserve for unfunded commitments of $277,000.

The Company is utilizing a third-party model to tabulate its estimate of current expected credit losses, using a WARM methodology. In accordance with ASC 326, the Company has segmented its loan portfolio based on similar risk characteristics by call report code. The Company primarily utilizes the short-term natural rate of unemployment forecast based on the Federal Open Market Committee’s projection of unemployment for its reasonable and supportable forecasting of current expected credit losses. To further adjust the allowance for credit losses for expected losses not already included within the quantitative component of the calculation, the Company may consider the following qualitative adjustment factors: changes in lending policies and procedures including changes in underwriting standards, and collections, charge-offs, and recovery practices, changes in international, national, regional, and local conditions, changes in the nature and volume of the portfolio and terms of loans, changes in experience, depth, and ability of lending management, changes in the volume and severity of past due loans and other similar conditions, changes in the quality of the organization’s loan review system, changes in the value of underlying collateral for collateral dependent loans, the existence and effect of any concentrations of credit and changes in the levels of such concentrations, and the effect of other external factors (i.e. competition, legal and regulatory requirements) on the level of estimated credit losses.

The Company recorded a recovery of credit losses for loans of $22,000 for the three months ended June 30, 2023, which was due to improved credit metrics as non-performing loans as a percentage of loans decreased from 0.12% at March 31, 2023 to 0.06% at June 30, 2023. The Company recorded a provision for credit losses for unfunded commitments of $22,000 for the three months ended June 30, 2023, which was driven by an increase in the total balance outstanding at June 30, 2023.

While current economic challenges due to higher inflation and the speed at which interest rates have been rising remain a risk to credit quality, we believe our current level of allowance for credit losses is sufficient.

The following information is presented prior to the adoption of ASC 326.

The Company recorded a recovery of provision for loan losses expense of $400,000 for the six month period ended June 30, 2022. The recovery of provision for the six month period ended June 30, 2022 was driven by improving macroeconomic conditions and credit quality remaining strong.

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

Noninterest income

Noninterest income includes service charges and fees on deposit accounts, fee income related to loan origination, mortgage banking income, net, and gains and losses on securities available for sale. The most significant noninterest income item has historically been mortgage banking income, net, representing 31% and 35% for the three month periods ended June 30, 2023 and 2022, respectively. Service charges and fees represent 58% and 35% of net interest income for the three month periods ended June 30, 2023 and 2022, respectively.


	For the Three Months Ended
	June 30,				Change
	2023		2022		$		%

	(dollars in thousands)
Service charges and fees	$	711	$	671	$	40	6.0	%
Mortgage banking income, net		386		1,090		(704)	(64.6)	%
Gain on sale of SBA loans		—		79		(79)	100.0	%
Other		124		98		26	26.5	%
Total noninterest income	$	1,221	$	1,938	$	(717)	(37.0)	%

The decrease in noninterest income of $717,000 for the three months ended June 30, 2023, was the result of the following:

●

The $40,000 increase in service charges and fees was driven by strong consumer and business spending during the three months ended June 30, 2023.

●

The $704,000 decrease in mortgage banking income, net was the result of lower mortgage originations of $39,736,000 for the three months ended June 30, 2023, down 22.66% from $51,378,000 for the three months ended June 30, 2022. The drop in mortgage originations during the three months ended June 30, 2023 continues to be the result of the sharp rise in mortgage rates during 2022, continued rise in 2023 and the historically low inventory of homes for sale. As a result of the sharp drop in origination volume, the Mortgage Banking Segment took steps in 2022 and 2023 to right size its expense structure to minimize the impact to earnings going forward.

●

The gain on sale of SBA loans decreased as a result of the Company making the strategic decision to hold on to new SBA production for the three months ended June 30, 2023 as the premiums associated with the sale of the guaranteed strips did not warrant selling the guaranteed strips.


	For the Six Months Ended
	June 30,				Change
	2023		2022		$		%

	(dollars in thousands)
Service charges and fees	$	1,380	$	1,290	$	90	7.0	%
Mortgage banking income, net		864		1,969		(1,105)	(56.1)	%
Gain on sale of SBA loans		—		79		(79)	100.0	%
Other		234		229		5	2.2	%
Total noninterest income	$	2,478	$	3,567	$	(1,089)	(30.5)	%

The decrease in noninterest income of $1,089,000 for the six months ended June 30, 2023, was the result of the following:

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●

The $90,000 increase in service charges and fees was driven by strong consumer and business spending during the six months ended June 30, 2023.

●

The $1,105,000 decrease in mortgage banking income, net was the result of lower mortgage originations $63,793,000 for the six months ended June 30, 2023, down 38.27% from $96,267,000 for the six months ended June 30, 2022. The drop in mortgage originations during the six months ended June 30, 2023 continues to be the result of the sharp rise in mortgage rates during 2022, continued rise in 2023 and the historically low inventory of homes for sale. As a result of the sharp drop in origination volume, the Mortgage Banking Segment took steps in 2022 and 2023 to right size its expense structure to minimize the impact to earnings going forward.

●The gain on sale of SBA loans decreased as a result of the Company making the strategic decision to hold on to new SBA production for the three months ended June 30, 2023 as the premiums associated with the sale of the guaranteed strips did not warrant selling the guaranteed strips.

Noninterest expense


	For the Three Months Ended
	June 30,				Change
	2023		2022		$		%

	(dollars in thousands)
Salaries and benefits	$	3,415	$	3,423	$	(8)	(0.2)	%
Occupancy		307		284		23	8.1	%
Equipment		280		270		10	3.7	%
Supplies		35		36		(1)	(2.8)	%
Professional and outside services		838		738		100	13.6	%
Advertising and marketing		140		92		48	52.2	%
FDIC insurance premium		84		64		20	31.3	%
Other operating expense		733		607		126	20.8	%
Total noninterest expense	$	5,832	$	5,514	$	318	5.8	%

The increase in noninterest expense of $318,000 for the three months ended June 30, 2023, was the result of the following:

●

Professional and outside expense increased by $100,000 as a result of increased costs associated data processing and the rollout of our updated online and mobile banking platform during the latter half of 2022.

●

Other operating expense increased $126,000 primarily as a result of an increase in check and card fraud during the three months ended June 30, 2023.


	For the Six Months Ended
	June 30,				Change
	2023		2022		$		%

	(dollars in thousands)
Salaries and benefits	$	6,863	$	6,947	$	(84)	(1.2)	%
Occupancy		618		614		4	0.7	%
Equipment		565		558		7	1.3	%
Supplies		84		74		10	13.5	%
Professional and outside services		1,651		1,463		188	12.9	%
Advertising and marketing		251		204		47	23.0	%
FDIC insurance premium		134		123		11	8.9	%
Other operating expense		1,423		1,213		210	17.3	%
Total noninterest expense	$	11,589	$	11,196	$	393	3.5	%

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The increase in noninterest expense of $393,000 for the six months ended June 30, 2023, was the result of the following:

●

The $84,000 decrease in salaries and benefits expense was driven primarily by lower expenses related to the decreased mortgage production for the six months ended June 30, 2023.

●

Professional and outside expense increased by $188,000 as a result of increased costs associated data processing and the rollout of our updated online and mobile banking platform during the latter half of 2022.

●

Other operating expense increased $210,000 primarily as a result of an increase in check and card fraud during the six months ended June 30, 2023.

Income taxes

The Company’s effective tax rate, income tax as a percent of pre-tax income, may vary significantly from the statutory rate due to permanent differences and available tax credits. Income tax expense for the three and six months ended June 30, 2023 was $274,000 and $599,000, respectively, resulting in an effective tax rate of 18.1% and 17.7%, respectively compared to $555,000 and $962,000, or 20.2% and 19.4%, respectively, for the same period in 2022. The decrease in the effective tax rate was primarily related to an increase in the tax credit received related to state taxes attributed to the Company and the Mortgage Banking Segment. The Bank is not subject to Virginia income taxes, and instead is subject to a franchise tax based on bank capital.

Balance Sheet Analysis

Investment securities

At June 30, 2023 and December 31, 2022, all of our investment securities were classified as available for sale.

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

Loans

The Company maintains rigorous underwriting standards coupled with regular evaluation of the creditworthiness of and the designation of lending limits for each borrower. The portfolio strategies include seeking industry, loan type and loan size diversification in order to minimize credit concentration risk. Management also focuses on originating loans in markets with which the Company is familiar. Additionally, as a significant amount of the loan losses we have experienced in the past is attributable to construction and land development loans, our strategy has shifted from reducing this type of lending to closely managing the quality and concentration in these loan types.

Approximately 79.2% of all loans are secured by mortgages on real property located principally in the Commonwealth of Virginia. Approximately 3.6% of the loan portfolio consists of rehabilitated student loans purchased by the Bank from 2014 to 2017 (see discussion following). The Company’s commercial and industrial loan portfolio represents approximately 16.4% of all loans. Loans in this category are typically made to individuals and small and medium-sized businesses, and range between $250,000 and $2.5 million. Based on underwriting standards, commercial and industrial loans may be secured in whole or in part by collateral such as liquid assets, accounts receivable, equipment, inventory, and real property. The collateral securing any loan may depend on the type of loan and may vary in value based on market conditions. The remainder of our loan portfolio is in consumer loans which represent less than 1% of the total.

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Loans classified by type as of June 30, 2023 and December 31, 2022 are as follows (dollars in thousands):


	June 30, 2023				December 31, 2022
	Amount		%		Amount		%
Construction and land development
Residential	$	7,527	1.35	%	$	9,727	1.81	%
Commercial		43,411	7.81	%		35,400	6.57	%
		50,938	9.16	%		45,127	8.38	%
Commercial real estate
Owner occupied		114,964	20.67	%		119,643	22.22	%
Non-owner occupied		155,139	27.89	%		153,610	28.53	%
Multifamily		12,755	2.29	%		11,291	2.10	%
Farmland		63	0.01	%		73	0.01	%
		282,921	50.86	%		284,617	52.86	%
Consumer real estate
Home equity lines		17,335	3.12	%		18,421	3.42	%
Secured by 1-4 family residential,
First deed of trust		79,762	14.34	%		67,495	12.54	%
Second deed of trust		9,435	1.70	%		7,764	1.44	%
		106,532	19.16	%		93,680	17.40	%
Commercial and industrial loans
(except those secured by real estate)		91,394	16.43	%		90,348	16.78	%
Guaranteed student loans		20,002	3.60	%		20,617	3.83	%
Consumer and other		4,383	0.79	%		4,038	0.73	%

Total loans		556,170	100.00	%		538,427	100.00	%
Deferred fees and costs, net		746				588
Less: allowance for loan losses		(3,256)				(3,370)
	$	553,660			$	535,645

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

Allowance for Credit losses

As of June 30, 2023, the Allowance for Credit Losses was $3.53 million and included an allowance for credit losses on loans of $3.26 million and a reserve for unfunded commitments of $277,000.

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We monitor and maintain an allowance for credit losses to absorb current expected loss in the loan portfolio. The following table presents the loan loss experience for the period indicated (dollars in thousands).


					Provision for
				Impact of	(Recovery of)										Ratio of Net
	Beginning			adopting	Credit Losses						Ending		Average		Charge-offs to
	Balance			ASC 326	on Loans		Charge-offs		Recoveries		Balance		Loans		Average Loans
Six Months Ended June 30, 2023
Construction and land development
Residential	$	79	$	3	$	(21)	$	—	$	—	$	61	$	7,412	—	%
Commercial		192		34		41		—		—		267		40,697	—	%
		271		37		20		—		—		328		48,109	—	%
Commercial real estate
Owner occupied		867		(475)		(13)		—		—		379		117,558	—	%
Non-owner occupied		1,289		192		(105)		—		—		1,376		152,879	—	%
Multifamily		33		7		—		—		—		40		11,920	—	%
Farmland		—		—		—		—		—		—		82	—	%
		2,189		(276)		(118)		—		—		1,795		282,439	(0.04)	%
Consumer real estate
Home equity lines		11		24		28		—		—		63		17,985	—	%
Secured by 1-4 family residential
First deed of trust		131		76		11		—		1		219		71,410	0.00	%
Second deed of trust		43		25		9		—		6		83		8,497	0.07	%
		185		125		48		—		7		365		97,892	0.05	%
Commercial and industrial loans
(except those secured by real estate)		576		1		84		—		12		673		89,419	0.01	%
Student loans		52		—		(32)		(7)		—		13		20,315	(0.03)	%
Consumer and other		37		(5)		3		—		—		35		4,150	—	%
Unallocated		60		(9)		(4)		—		—		47		—	—	%

	$	3,370	$	(127)	$	1	$	(7)	$	19	$	3,256	$	542,324	0.00	%

The following table summarizes the activity in the Allowance for Loan and Lease Losses prior to the adoption of ASC 326 (dollars in thousands).


			Provision for										Ratio of Net
	Beginning		(Recovery of)						Ending		Average		Charge-offs to
	Balance		Loan Losses		Charge-offs		Recoveries		Balance		Loans		Average Loans
Year Ended December 31, 2022
Construction and land development
Residential	$	57	$	22	$	—	$	—	$	79	$	7,269		—	%
Commercial		229		(37)		—		—		192		33,767		—	%
		286		(15)		—		—		271		41,036		—	%
Commercial real estate
Owner occupied		833		34		—		—		867		121,507		—	%
Non-owner occupied		1,083		206		—		—		1,289		143,941		—	%
Multifamily		35		(2)		—		—		33		13,409		—	%
Farmland		2		(2)		—		—		—		656		—	%
		1,953		236		—		—		2,189		279,513		—	%
Consumer real estate
Home equity lines		12		(59)		—		58		11		19,371		0.30	%
Secured by 1-4 family residential
First deed of trust		123		3		—		5		131		62,214		0.01	%
Second deed of trust		47		(311)		(27)		334		43		10,044		3.06	%
		182		(367)		(27)		397		185		91,629		0.40	%
Commercial and industrial loans
(except those secured by real estate)		486		180		(157)		67		576		87,882		(0.10)	%
Student loans		65		18		(31)		—		52		23,601		(0.13)	%
Consumer and other		29		10		(2)		—		37		3,709		(0.05)	%
Unallocated		422		(362)		—		—		60		—		—	%

	$	3,423	$	(300)	$	(217)	$	464	$	3,370	$	527,370		0.05	%

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Asset quality

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


	June 30,			December 31,
	2023			2022
Nonaccrual loans	$	286		$	654
Foreclosed properties		—			—
Total nonperforming assets	$	286		$	654

Restructured loans (not included in nonaccrual loans above)	$	—		$	5,088

Loans past due 90 days and still accruing ⁽¹⁾	$	1,978		$	1,725

Nonaccrual loans to total loans ⁽²⁾		0.05	%		0.12	%

Nonperforming assets to loans ⁽²⁾		0.05	%		0.12	%

Nonperforming assets to total assets		0.04	%		0.09	%

Allowance for credit losses on loans to
Loans, net of deferred fees and costs		0.58	%		0.63	%
Loans, net of deferred fees and costs (excluding guaranteed loans)		0.61	%		0.65	%
Nonaccrual loans		1,138.46	%		515.29	%

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

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

Nonperforming assets totaled $286,000 at June 30, 2023 compared to $654,000 at December 31, 2022. Nonperforming assets, consisting solely of nonaccrual loans, totaled $286,000 at June 30, 2023, compared to $654,000 at December 31, 2022.

The following table presents an analysis of the changes in nonperforming assets for the six months ended June 30, 2023 (in thousands):


	Nonaccrual
	Loans		OREO		Total
Balance December 31, 2022	$	654	$	—	$	654
Additions		—		—		—
Loans placed back on accrual		(300)		—		(300)
Repayments		(68)		—		(68)
Charge-offs		—		—		—
Balance June 30, 2023	$	286	$	—	$	286

Nonperforming restructured loans are included in nonaccrual loans. Until a nonperforming restructured loan has performed in accordance with its restructured terms for a minimum of nine 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

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

There were no individual allowances associated with the total nonaccrual loans of $286,000 and $654,000 at June 30, 2023 and December 31, 2022, respectively, that were considered individually evaluated.

Cumulative interest income that would have been recorded had nonaccrual loans been performing would have been approximately $79,000 and $93,000 for the six months ended June 30, 2023 and 2022, respectively. Student loans totaling $1,978,000 and $1,725,000 at June 30, 2023 and December 31, 2022, respectively, were past due 90 days or more and interest was still being accrued as principal and interest on such loans have a 98% guarantee by the DOE. The 2% not covered by the DOE guarantee is provided for in the allowance for credit losses.

Deposits

Deposits as of June 30, 2023 and December 31, 2022 were as follows (dollars in thousands):


	June 30, 2023				December 31, 2022
	Amount		%		Amount		%
Demand accounts	$	249,059	39.6	%	$	255,236	40.9	%
Interest checking accounts		88,330	14.0	%		90,252	14.4	%
Money market accounts		196,603	31.3	%		179,036	28.7	%
Savings accounts		44,378	7.1	%		55,695	8.9	%
Time deposits of $250,000 and over		11,080	1.8	%		4,740	0.8	%
Other time deposits		38,932	6.2	%		39,784	6.3	%
Total	$	628,382	100.0	%	$	624,743	100.0	%

Total deposits increased by $3,639,000, or 0.58%, from December 31, 2022. Variances of note are as follows:

●Noninterest bearing demand account balances decreased $6,177,000, or 2.42%, from December 31, 2022 and represented 39.6% of total deposits compared to 40.9% as of December 31, 2022. The decrease in noninterest bearing demand accounts was driven by a combination of consumers and businesses drawing down balances due to increased pressure from high inflation as well as investing in higher yielding products.

●Low cost relationship deposits (i.e. interest checking, money market, and savings) balances increased $4,328,000, or 1.33%, from December 31, 2022. The growth in low cost relationship deposits from December 31, 2022 was a result of core relationship growth as well as seasonal growth in customer accounts.

●Time deposits increased by $5,488,000 or 12.33%, from December 31, 2022. The increase in time deposits the period was driven by an effort to lock in accounts at lower rates to offset the impact of rising interest expense on the money market demand accounts.

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The following table presents the average deposits balance and average rate paid for the dates indicated (dollars in thousands).


	Average Balance				Average Cost Rate

	June 30,		December 31,		June 30,		December 31,
	2023		2022		2023		2022
Noninterest bearing deposits	$	246,741	$	276,742
Interest checking		79,881		87,423	0.40	%	0.12	%
Money market		192,170		192,626	1.42	%	0.27	%
Savings		43,675		51,077	0.16	%	0.15	%
Certificates
Less than $250,000		45,003		53,488	1.88	%	0.61	%
$250,000 or more		8,072		5,964	4.57	%	0.69	%
Total interest bearing deposits		368,801		390,578	1.00	%	0.28	%
Total deposits	$	615,542	$	667,320	0.59	%	0.16	%

The following table presents (in thousands) the scheduled maturities of time deposits greater than $250,000 which is the maximum FDIC insurance limit.



	June 30,		December 31,
	2023		2022
Months to maturity:
Three or less	$	2,084	$	480
Over three through six		3,794		1,093
Over six through twelve		2,644		2,630
Over twelve		2,558		537
Total	$	11,080	$	4,740

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 market conditions.

Borrowings

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

Capital resources

Shareholders’ equity at June 30, 2023 was $64,014,000 compared to $61,111,000 at December 31, 2022. The $2,903,000 increase in shareholders’ equity during the six months ended June 30, 2023 was due primarily to net income of $2,779,000.

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


	June 30,			December 31,
	2023			2022
Tier 1 capital
Total bank equity capital	$	73,597		$	70,731
Net unrealized loss on available-for-sale securities		10,417			10,862
Defined benefit postretirement plan		14			19
Total Tier 1 capital		84,028			81,612

Tier 2 capital
Allowance for credit losses		3,533			3,370
Tier 2 capital deduction		—			—
Total Tier 2 capital		3,533			3,370

Total risk-based capital		87,561			84,982

Risk-weighted assets	$	585,100		$	573,976

Average assets	$	751,319		$	745,120

Capital ratios
Leverage ratio (Tier 1 capital to average assets)		11.18	%		10.95	%
Common equity tier 1 capital ratio (CET 1)		14.36	%		14.22	%
Tier 1 capital to risk-weighted assets		14.36	%		14.22	%
Total capital to risk-weighted assets		14.97	%		14.81	%
Equity to total assets		9.76	%		9.78	%

For more financial data and other information about capital resources, refer to Note 13 “Shareholders’ Equity and Regulatory Matters” in the “Notes to Consolidated Financial Statements” contained in Item 1 of this Form 10-Q.

Liquidity

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

At June 30, 2023, our liquid assets, consisting of cash, cash equivalents and investment securities available for sale, totaled $158,217,000, or 20.97% of total assets. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner.

At June 30, 2023, the Company had approximately $198.0 million in uninsured deposits, which represents 31.53% of total deposits. Total liquidity sources at June 30, 2023 total $179.5 million, or 90.66% of uninsured deposits.

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 three federal funds lines of credit with correspondent banks totaling $17.8 million for which there were no borrowings against the lines at June 30, 2023 and December 31, 2022.

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We are also a member of the Federal Home Loan Bank of Atlanta, from which applications for borrowings can be made. The FHLB requires that securities, qualifying mortgage loans, and stock of the FHLB owned by the Bank be pledged to secure any advances from the FHLB. The unused borrowing capacity currently available from the FHLB at June 30, 2023 was $3.5 million, based on the Bank's qualifying collateral available to secure any future borrowings. However, we are able to pledge additional collateral to the FHLB in order to increase our available borrowing capacity up to 25% of assets, or which would result in a total remaining credit availability of $138.5 million as of June 30, 2023.

Liquidity provides us with the ability to meet normal deposit withdrawals, while also providing for the credit needs of customers. We are committed to maintaining liquidity at a level sufficient to protect depositors, provide for reasonable growth, and fully comply with all regulatory requirements.

At June 30, 2023, we had commitments to originate $133,607,000 of loans. Fixed commitments to incur capital expenditures were less than $100,000 at June 30, 2023. Certificates of deposit scheduled to mature in the 12-month period ending June 30, 2024 totaled $35,825,000. We believe that a significant portion of such deposits will remain with us. We further believe that deposit growth, loan repayments and other sources of funds will be adequate to meet our foreseeable short-term and long-term liquidity needs.

Interest rate sensitivity

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

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

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

Impact of inflation and changing prices

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

LIBOR and Other Benchmark Rates

The administrator of LIBOR announced that the most commonly used U.S. dollar LIBOR settings would cease to be published or cease to be representative after June 30, 2023.

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The Adjustable Interest Rate (LIBOR) Act, enacted in March 2022, provides a statutory framework to replace LIBOR with a benchmark rate based on the Secured Overnight Funding Rate (“SOFR”) for contracts governed by U.S. law that have no or ineffective fallbacks. We have a number of borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR. As a result of the announced discontinuation of LIBOR on June 30, 2023, the Company is replacing the LIBOR leg of the calculated floating rate for these instruments with the corresponding term SOFR plus the applicable tenor spread adjustment as per the guidelines outlined within the final rulings under the Adjustable Interest Rate (LIBOR) Act published by the Board of Governors of the Federal Reserve System.

This transition did not have a significant impact on the Company’s consolidated financial statements.

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 June 30, 2023. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2023 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 the Company’s 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.

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PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

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

ITEM 1A – RISK FACTORS

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 20, 2023.

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

Not applicable.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4 – MINE SAFETY DISCLOSURES

None.

ITEM 5 – OTHER INFORMATION

Not applicable.

ITEM 6 – EXHIBITS


3.2	Amended and Restated Bylaws of Village Bank and Trust Financial Corp. (incorporated herein by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 23, 2023).

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, 2023 formatted in Inline eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (loss), (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
104	Cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline eXtensible Business Reporting Language (included with Exhibit 101).

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SIGNATURES

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

		VILLAGE BANK AND TRUST FINANCIAL CORP.

Date:	August 11, 2023	By:	/s/ James E. Hendricks, Jr.
		James E. Hendricks, Jr.
		President and Chief Executive Officer

Date:	August 11, 2023	By:	/s/ Donald M. Kaloski, Jr.
		Donald M. Kaloski, Jr.
		Executive Vice President and Chief Financial Officer