Community Bankers Trust
Annual Report 2013

Plain-text annual report

9954 Mayland Drive, Suite 2100Richmond, Virginia 23233(804) 934-9999www.cbtrustcorp.comNASDAQ Capital Market: ESXB2013 ANNUAL REPORT COMMUNITY BANKERS TRUST CORPORATION ESSEX BANKVIRGINIA REGION MARYLAND REGION (804) 453-4268 (443) 569-7515 (804) 529-5546 (410) 757-7777 (804) 784-4000 (410) 747-6200 (804) 934-9999 (410) 721-8444 (703) 385-4596 (301) 577-7000 (804) 598-6839 (301) 294-9350 (804) 556-6722 (410) 574-3303 (804) 769-2265 (540) 967-5900 (434) 485-0090 (804) 730-3222 (804) 443-8510 (804) 443-8500 (804) 262-3991 (804) 843-4347 (804) 419-4160 *Open Spring 2014 About our cover… bank’s Mobile Banking application icon, shown on our cover. Essex Bank customers enjoy the convenience of accessing their personal or business accounts from any iPhone or Android device. Second-generation apps are in development is committed to continual enhancement of our customers’ online experience. To Our Shareholders It was a year of solid financial results comprised of a At the end of 2012, we stated that we were confident we could consistently improve the fundamental profit drivers and the overall value of the Company, and that is what we did in 2013. combination of a significant It was a year of solid financial results comprised of a combination reduction in nonaccrual loans, strategic moves of the of a significant reduction in nonaccrual loans, strategic moves of the franchise that increased operating efficiencies, organic loan growth and a significant reduction in principal of the TARP investment from the franchise that increased U.S. Treasury. These strategies led to an increase in earnings year over operating efficiencies, organic loan growth and a significant reduction in principal of the TARP investment from the U.S. Treasury. year and positioned the Company for competitive advantages in 2014. Net income for 2013 was $5.9 million, an increase of 5.8% over the prior year. Earnings per share were $0.22 per common share for 2013 versus $0.21 per common share for 2012. Net interest margin remained stable, and overall operating costs continued to decline. Credit quality consistently improved throughout the year. Non-accrual loans decreased $8.9 million or 42.5% during 2013. Total nonperform- ing assets were $18.3 million at December 31, 2013, which represented a decrease of $14.0 million, or 43.3%, during 2013. This is the lowest they have been since 2010, and with our strong credit culture we expect this trend to continue. In the fourth quarter of 2013, we closed the sale of our Georgia fran- chise at a gain to the Company. While the original purchase was part of the Company’s strategic vision when it was completed, we have changed the focus of our core franchise to growth in contiguous markets of Virginia and Maryland. These markets are dynamic and can allow the Company to grow in both size and earnings in an efficient fashion. In 2013, we also began paying our TARP funds back to the U.S. Treasury from earnings. We paid 40% back without diluting the shareholders with a secondary offering. This is something that is important to us as it protects the book value of the stock, and we are proud to have accomplished it. Our goal is to continue to pay down the TARP principal so that we eliminate it as quickly as possible. As a management team, We have accomplished a lot in the past year, and those achievements we remain excited by what allow us to grow for the future. The Company grew over $27 million in new loans in the fourth quarter, and the pipeline for new quality loans the future holds. We have remains strong into 2014. Our size and scale put us in a strong a strong commitment to enhance franchise value through core growth in the competitive position as we can react more quickly than the larger banks and we have better products and pricing than the smaller competitors in our metropolitan communities. As a management team, we remain excited by what the future holds. balance sheet and in our We have a strong commitment to enhance franchise value through earnings per share. core growth in the balance sheet and in our earnings per share. We are confident that we can accomplish this in 2014. We have the right business operating model working in very diverse and dynamic markets. We thank our customers, our associates and our shareholders for your past support, and we look forward to a great future together. In appreciation At the annual shareholders meeting, Alex Dillard will retire from our Board of Directors. Mr. Dillard has been a director of the Company and its predecessors, including Essex Bank, since 1982. He served as the Chairman of the Board of the Company from 2008 until 2011. He provided leadership and guidance during some difficult times, and we sincerely appreciate his dedication and insight through the years. John C. Watkins Chairman of the Board Rex L. Smith, III President and CEO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ⌧⌧⌧⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or (cid:2)(cid:2)(cid:2)(cid:2) 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 001-32590 COMMUNITY BANKERS TRUST CORPORATION (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 20-2652949 (I.R.S. Employer Identification No.) 4235 Innslake Drive, Suite 200 Glen Allen, Virginia (Address of principal executive offices) Registrant’s telephone number, including area code (804) 934-9999 Securities registered pursuant to Section 12(b) of the Act: 23060 (Zip Code) Title of each class Common Stock, $0.01 par value Name of each exchange on which registered The NASDAQ Stock Market, LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:2) No ⌧ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:2) No ⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No (cid:2) Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ⌧ No (cid:2) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ⌧ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer (cid:2) Non-accelerated filer (cid:2) (Do not check if a smaller reporting company) Accelerated filer ⌧ Smaller reporting company (cid:2) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:2) No ⌧ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $75,898,238 On February 28, 2014, there were 21,712,846 shares of the registrant’s common stock, par value $0.01, outstanding, which is the only class of the registrant’s common stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement to be used in conjunction with the registrant’s 2014 Annual Meeting of Shareholders are incorporated into Part III of this Form 10-K.  Page 3 12 19 20 20 20 21 23 25 46 47 103 103 103 104 104 104 104 104 105 TABLE OF CONTENTS PART I Business Item 1. Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Item 3. Item 4. Properties Legal Proceedings Mine Safety Disclosures PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 5. Item 6. Item 7. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Item 9. Item 9A. Controls and Procedures Item 9B. Other Information Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services PART III Item 15. Exhibits, Financial Statement Schedules PART IV 2 ITEM 1. BUSINESS GENERAL PART I Community Bankers Trust Corporation (the “Company”) is a bank holding company that was incorporated in 2005. The Company is headquartered in Glen Allen, Virginia and is the holding company for Essex Bank (the “Bank”), a Virginia state bank with 19 full-service offices in Virginia and Maryland. The Bank also operates two loan production offices in Virginia. The Bank was established in 1926. The Bank engages in a general commercial banking business and provides a wide range of financial services primarily to individuals and small businesses, including individual and commercial demand and time deposit accounts, commercial and industrial loans, consumer and small business loans, real estate and mortgage loans, investment services, on-line and mobile banking products, and safe deposit box facilities. Thirteen offices are located in Virginia, from the Chesapeake Bay to just west of Richmond, and six are located in Maryland along the Baltimore-Washington corridor. Prior to November 8, 2013, the Bank also had four full-service offices in Georgia. The Bank sold those offices and related deposits to Community & Southern Bank on November 8, 2013. Essex Services, Inc. is a wholly-owned subsidiary of the Bank. Essex Services and its financial consultants offer a broad range of investment products and alternatives through an affiliation with Infinex Investments, Inc., an independent broker-dealer. It also offers insurance products through an ownership interest in Bankers Insurance, LLC, an independent insurance agency. Essex Services was formed to sell title insurance to the Bank’s mortgage loan customers. The Company’s corporate headquarters are located at 4235 Innslake Drive, Suite 200, Glen Allen, Virginia 23060. The Company expects to relocate its corporate headquarters to 9954 Mayland Drive, Suite 2100, Richmond, Virginia 23233, on March 28, 2014. The telephone number of the corporate headquarters is (804) 934-9999. The Company’s common stock trades on the NASDAQ Capital Market under the symbol “ESXB”. STRATEGY The Company’s strategy is to be recognized as the premier provider of financial services by exceeding the service expectations of all of its customers and shareholders while creating a rewarding environment for its employees. The Company will accomplish this goal while operating in a safe and sound manner to provide a desirable return to its investors. The Company has adopted and implemented a formal strategic plan that centers on the following key issues: • Ensuring profitable controlled growth and consistent improvement in client delivery standards • Improving the overall risk profile of the Bank through enterprise risk management • Solidifying strong management practices and oversight During 2013, the Company remained focused on expanding its core operations, improving its loan ratios and increasing profits. The sale of the Georgia branches accelerated a strategic focus on growth in its core markets, as the Company consolidates into markets around its core franchise where it can gain a competitive advantage and pursue robust loan and deposit growth. The Company expects to accomplish this growth through a combination of de novo branching, expansion of loan production offices and possible acquisitions that are immediately accretive in value. Other specific priorities, as outlined in the Company’s strategic plan, include the following matters: • Organically growing the size of the loan portfolio • Changing the deposit mix to more transaction-based accounts by adding additional demand deposits • Significantly reducing costs associated with non-performing assets and other real estate owned • Enhancing the delivery system of its fee-based products • Continuing to control non-interest expense through better technology use and other efficiencies in processes The Company believes that the continued successful execution on its strategies will enhance the major profit drivers of the Bank by increasing interest income and improving its efficiency and result in overall loan growth for better utilization of assets. All of these factors will lead to an increase in profitability for shareholders. 3 OPERATIONS The Company’s operating strategy is delineated by business lines and by the functional support areas that help accomplish the stated goals and financial budget of the organization. A major component of future income is growth in three core business lines – retail and small business banking, commercial and industrial banking and real estate lending. These core businesses, combined with the Company’s geographic locations, dictate the market position that the Company needs to take to be successful. The majority of new loan growth will occur in all three lines, although the retail segment primarily provides the funding through core deposit relationship growth. Retail and Small Business Banking The Company markets to consumers in geographic areas around its branch network not only through existing bricks and mortar, but also with alternative delivery mechanisms and new product development such as online banking, remote deposit capture, mobile banking and telephonic banking. In addition, the Company attracts new customers by making its service through these distributions points convenient. All of the Company’s existing markets are prime targets for expanding the consumer side of its business with full loan and deposit relationships, and the Company has restructured its retail group to accommodate growth. In addition, the Company is focused on potential growth in new market areas in which it currently operates loan production offices. Commercial and Industrial Banking In the commercial and industrial banking group, the Company focuses on small to mid-sized business customers (sales of $5 million to $15 million each year) who are not targeted by larger banks and for whom smaller community banks have limited expertise. The Company has an experienced team with a strong loan pipeline. The typical relationship consists of working capital lines and equipment loans with the primary deposit accounts of the customer. Most of these relationships will be new to the Company and create strong and positive growth potential. Commercial Real Estate Lending The Company has historically held a significant concentration in real estate loans. The current strategy is to manage the existing real estate acquisition, development and construction loans and add income producing property loans to the real estate portfolio. The Company originates both owner occupied and non-owner occupied borrowings where the cash flows provide significant debt coverage for the relationship. COMPETITION Within its market areas in Virginia and Maryland, the Company operates in a highly competitive environment, competing for deposits and loans with commercial corporations, savings banks and other financial institutions, including non-bank competitors, many of which possess substantially greater financial resources than those available to the Company. Many of these institutions have significantly higher lending limits than the Company. In addition, there can be no assurance that other financial institutions, with substantially greater resources than the Company, will not establish operations in its service area. The financial services industry remains highly competitive and is constantly evolving. The activities in which the Company engages are highly competitive. Financial institutions such as credit unions, consumer finance companies, insurance companies, brokerage companies and other financial institutions with varying degrees of regulatory restrictions compete vigorously for a share of the financial services market. Brokerage and insurance companies continue to become more competitive in the financial services arena and pose an ever increasing challenge to banks. Legislative changes also greatly affect the level of competition that the Company faces. Federal legislation allows credit unions to use their expanded membership capabilities, combined with tax-free status, to compete more fiercely for traditional bank business. The tax-free status granted to credit unions provides them a significant competitive advantage. Many of the largest banks operating in Virginia and Maryland, including some of the largest banks in the country, have offices in the Company’s market areas. Many of these institutions have capital resources, broader geographic markets, and legal lending limits substantially in excess of those available to the Company. The Company faces competition from institutions that offer products and services that it does not or cannot currently offer. Some institutions with which the Company competes offer interest rate levels on loan and deposit products that the Company is unwilling to offer due to interest rate risk and overall profitability concerns. The Company expects the level of competition to increase. Factors such as rates offered on loan and deposit products, types of products offered, and the number and location of branch offices, as well as the reputation of institutions in the market, affect competition for loans and deposits. The Company emphasizes customer service, establishing long-term relationships with its customers, thereby creating customer loyalty, and providing adequate product lines for individuals and small to medium-sized business customers. 4 The Company would not be materially or adversely impacted by the loss of a single customer. The Company is not dependent upon a single or a few customers. CORPORATE HISTORY The Company was initially formed as a special purpose acquisition company under the name “Community Bankers Acquisition Corp.” As a “Targeted Acquisition Corporation”SM or “TAC,”SM the Company was formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in the banking industry. In May 2008, the Company acquired each of TransCommunity Financial Corporation, a Virginia corporation (TFC), and BOE Financial Services of Virginia, Inc., a Virginia corporation (BOE). The Company changed its corporate name in connection with the acquisitions. Formed in 2001, TFC was a financial holding company and the parent company of TransCommunity Bank, N.A. Until June 2007, TFC was the holding company for four separately-chartered banking subsidiaries — Bank of Powhatan, Bank of Goochland, Bank of Louisa and Bank of Rockbridge. In June 2007, these four subsidiaries were consolidated into a new TransCommunity Bank, N.A. Each former subsidiary then operated as a division of TransCommunity Bank, but retained its name and local identity in the community that it served. BOE was incorporated under Virginia law in 2000 to become the holding company for the Bank. In connection with the May 2008 mergers, each of the Bank, then a wholly-owned subsidiary of BOE, and TransCommunity Bank, N.A., a wholly-owned subsidiary of TFC, became a wholly-owned subsidiary of the Company, and they were operated initially as separate banking subsidiaries. In July 2008, TransCommunity Bank was consolidated into the Bank under the Bank’s state charter. Until 2010, the former branch offices of TFC operated as separate divisions under the Bank’s charter, using the names of TFC’s former banking subsidiaries. In November 2008, the Bank acquired certain fixed assets and assumed all deposit liabilities relating to four former branch offices of The Community Bank (TCB), a Georgia state-chartered bank, following its failure. The transaction was consummated pursuant to a Purchase and Assumption Agreement by and among the FDIC, both as Receiver for The Community Bank and in its corporate capacity, and the Bank. The Bank sold those offices and related deposits to Community & Southern Bank on November 8, 2013. In January 2009, the Bank acquired substantially all assets and assumed all deposit and certain other liabilities relating to seven former branch offices of Suburban Federal Savings Bank, Crofton, Maryland (SFSB), following its failure. The transaction was consummated pursuant to a Purchase and Assumption Agreement by and among the FDIC, both as Receiver for SFSB and in its corporate capacity, and the Bank. The Bank entered into a shared loss arrangement with the FDIC with respect to loans and real estate assets acquired. On January 1, 2014, the Company completed a reincorporation from Delaware, its original state of incorporation, to Virginia. As a result of the reincorporation, the Company’s corporate affairs are now governed by Virginia law. The purpose of the reincorporation to Virginia is expected annual cost savings of over $175,000 that the Company will realize from the difference between Delaware’s franchise tax and Virginia’s annual corporate fee. The form of the reincorporation was the merger of the then existing Delaware corporation into a newly created Virginia corporation. The Company retained the same name and conducts business in the same manner as before the reincorporation. In addition, all of the issued and outstanding shares of the Company’s common stock and preferred stock, including the TARP preferred stock, are now shares of a Virginia corporation. The reincorporation had no effect on the Bank and its operations. TARP INVESTMENT In December 2008, the Company issued 17,680 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) and a related common stock warrant to the United States Department of the Treasury (the “Treasury”) for a total price of $17,680,000. The issuance and receipt of proceeds from the Treasury were made under its voluntary Capital Purchase Program. The Series A Preferred Stock qualifies as Tier 1 capital. The Series A Preferred Stock has a liquidation amount per share equal to $1,000. The Series A Preferred Stock pays cumulative dividends at a rate of 5% per year for the first five years and thereafter at a rate of 9% per year. The Company may defer dividend payments, but the dividend is a cumulative dividend that accrues for payment in the future. The common stock warrant permits the Treasury to purchase 780,000 shares of common stock at an exercise price of $3.40 per share. In 2010, 2011 and 2012, the Company deferred various payments of its regular quarterly cash dividend with respect to the Series A Preferred Stock as it was in the process of resolving certain regulatory concerns. The payment of dividends on the Series A 5 Preferred Stock had also been subject to approval of the Company’s regulators, as set forth in a written agreement with them. As of December 31, 2013, the Company was current in its payment of dividends with respect to the Series A Preferred Stock. Following the dividend payment in February 2014, the dividend rate automatically increased to 9% per year. During 2013, the Company repurchased 7,000 shares of the original 17,680 shares of Series A Preferred Stock. The Company funded the repurchase through the earnings of its banking subsidiary. The form of the repurchase was a redemption under the terms of the Series A Preferred Stock. The Company paid the Treasury $7.0 million, which represented 100% of the par value of the preferred stock repurchased plus accrued dividends with respect to such shares. Following the redemptions in 2013, the Treasury owned 10,680 shares of the Series A Preferred Stock, which represents an investment of $10,680,000. The Treasury continues to hold a warrant to purchase 780,000 shares of the Company’s common stock at an exercise price of $3.40. EMPLOYEES As of December 31, 2013, the Company had 234 full-time equivalent employees, including executive officers, loan and other banking officers, branch personnel, operations personnel and other support personnel. None of the Company’s employees is represented by a union or covered under a collective bargaining agreement. Management of the Company considers its employee relations to be excellent. AVAILABLE INFORMATION The Company files with or furnishes to the Securities and Exchange Commission annual, quarterly and current reports, proxy statements, and various other documents under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The public may read and copy any materials that the Company files with or furnishes to the SEC at the SEC’s Public Reference Room, which is located at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. Also, the SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants, including the Company, that file or furnish documents electronically with the SEC. The Company also makes available free of charge on or through our internet website (www.cbtrustcorp.com) its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments to those reports as filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after the Company electronically files such materials with, or furnishes them to, the SEC. SUPERVISION AND REGULATION General As a bank holding company, we are subject to regulation under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and the examination and reporting requirements of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Other federal and state laws govern the activities of our bank subsidiary, including the activities in which it may engage, the investments that it makes, the aggregate amount of loans that it may grant to one borrower, and the dividends it may declare and pay to us. Our bank subsidiary is also subject to various consumer and compliance laws. As a state-chartered bank, the Bank is primarily subject to regulation, supervision and examination by the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “SCC”). Our bank subsidiary also is subject to regulation, supervision and examination by the FDIC. The following description discusses certain provisions of federal and state laws and certain regulations and the potential impact of such provisions on the Company and the Bank. These federal and state laws and regulations have been enacted generally for the protection of depositors in banks and not for the protection of stockholders of bank holding companies or banks. Bank Holding Companies The Company is registered as a bank holding company under the BHCA and, as a result, is subject to regulation by the Federal Reserve. Accordingly, the Company is subject to periodic examination by the Federal Reserve and is required to file periodic reports regarding its operations and any additional information that the Federal Reserve may require. The BHCA generally limits the activities of a bank holding company and its subsidiaries to that of banking, managing or controlling banks, or any other activity that is so closely related to banking or to managing or controlling banks as to be a proper incident to it. While federal law permits bank holding companies from any states to acquire banks and bank holding companies located in any other state, or to establish interstate de novo 6 branches, the Federal Reserve has jurisdiction under the BHCA to approve any bank or nonbank acquisition, merger or consolidation, or the establishment of any interstate de novo branches, proposed by a bank holding company. There are a number of obligations and restrictions imposed on bank holding companies and their depository institution subsidiaries by federal law and regulatory policy that are designed to reduce potential loss exposure to the depositor of such depository institutions and to the FDIC’s Deposit Insurance Fund (the “DIF”) in the event the depository institution becomes in danger of default or in default. For example, under a policy of the Federal Reserve with respect to bank holding company operations, a bank holding company is required to serve as a source of financial strength to its subsidiary depository institutions and to commit resources to support such institutions in circumstances where it might not do so otherwise. The Federal Deposit Insurance Act (the “FDIA”) also provides that amounts received from the liquidation or other resolution of any insured depository institution by any receiver must be distributed (after payment of secured claims) to pay the deposit liabilities of the institution prior to payment of any other general or unsecured senior liability, subordinated liability, general creditor or stockholders in the event that a receiver is appointed to distribute the assets of the Bank. The Company was required to register in Virginia with the SCC under the financial institution holding company laws of Virginia. Accordingly, the Company is subject to regulation and supervision by the SCC. The Dodd-Frank Act In July 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The Dodd-Frank Act significantly restructures the financial regulatory regime in the United States and has a broad impact on the financial services industry. While some rulemaking under the Dodd-Frank Act has occurred, many of the act’s provisions require study or rulemaking by federal agencies, a process which will take years to implement fully. Among other things, the Dodd-Frank Act provides for new capital standards that eliminate the treatment of trust preferred securities as Tier 1 capital. Existing trust preferred securities are grandfathered for banking entities with less than $15 billion of assets, such as the Company. The Dodd-Frank Act permanently raises deposit insurance levels to $250,000, and until December 31, 2012 provided unlimited deposit insurance coverage for transaction accounts. Pursuant to modifications under the Dodd-Frank Act, deposit insurance assessments will be calculated based on an insured depository institution’s assets rather than its insured deposits and the minimum reserve ratio of the FDIC’s DIF is to be raised to 1.35%. The payment of interest on business demand deposit accounts is permitted by the Dodd-Frank Act. Further, the Dodd-Frank Act bars banking organizations, such as the Company, from engaging in proprietary trading and from sponsoring and investing in hedge funds and private equity funds, except as permitted under certain limited circumstances. The Dodd-Frank Act established the Consumer Financial Protection Bureau (the “CFPB”) as an independent bureau of the Federal Reserve System. The CFPB has the exclusive authority to prescribe rules governing the provision of consumer financial products and services, which in the case of the Bank will be enforced by the Federal Reserve. The Dodd-Frank Act also provides that debit card interchange fees must be reasonable and proportional to the cost incurred by the card issuer with respect to the transaction. This provision is known as the “Durbin Amendment.” In June 2011, the Federal Reserve adopted regulations setting the maximum permissible interchange fee as the sum of 21 cents per transaction and 5 basis points multiplied by the value of the transaction, with an additional adjustment of up to one cent per transaction if the card issuer implements certain fraud-prevention standards. The interchange fee restriction only applies to financial institutions with assets of $10 billion or more and therefore has no effect on the Company. The Dodd-Frank Act enhances the requirements for certain transactions with affiliates under Sections 23A and 23B of the Federal Reserve Act, including an expansion of the definition of “covered transactions” and an increase in the amount of time for which collateral requirements regarding covered transactions must be maintained. These requirements became effective on July 21, 2011. The Dodd-Frank Act also provides that the appropriate federal regulators must establish standards prohibiting as an unsafe and unsound practice any compensation plan of a bank holding company or other “covered financial institution” that provides an insider or other employee with “excessive compensation” or compensation that gives rise to excessive risk or could lead to a material financial loss to such firm. In June 2010, prior to the Dodd-Frank Act, the bank regulatory agencies promulgated the Interagency Guidance on Sound Incentive Compensation Policies, which requires that financial institutions establish metrics for measuring the impact of activities to achieve incentive compensation with the related risk to the financial institution of such behavior. Although a significant number of the rules and regulations mandated by the Dodd-Frank Act have been finalized, many of the new requirements have yet to be implemented and will likely be subject to implementing regulations over the course of several years. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies, the full extent of the impact such requirements will have on the operations of the Company and the Bank is unclear. The changes resulting from the Dodd-Frank Act may affect the profitability of business activities, require changes to certain 7 business practices, impose more stringent capital requirements, liquidity and leverage ratio requirements, or otherwise adversely affect the business of the Company and the Bank. These changes may also require the Company to invest significant management attention and resources to evaluate and make necessary changes to comply with new statutory and regulatory requirements. Capital Requirements and Dividends The Federal Reserve has issued risk-based and leverage capital guidelines applicable to banking organizations that it supervises. Under the risk-based capital requirements, the Company and the Bank are each generally required to maintain a minimum ratio of total capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) of 8%. At least half of the total capital must be composed of “Tier 1 Capital,” which is defined as common equity, retained earnings and qualifying perpetual preferred stock, less certain intangibles. The remainder may consist of “Tier 2 Capital,” which is defined as specific subordinated debt, some hybrid capital instruments and other qualifying preferred stock and a limited amount of the loan loss allowance. In addition, each of the federal banking regulatory agencies has established minimum leverage capital requirements for banking organizations. On July 2, 2013, the Federal Reserve adopted a final rule (the “Basel III Rule”) revising the risk-based and leverage capital requirements and the method for calculating risk-weighted assets to be consistent with the agreements reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (Basel III) and certain provisions of the Dodd-Frank Act. The Basel III Rule applies to all depository institutions, top-tier bank holding companies with total consolidated assets of $500 million or more, and top-tier savings and loan holding companies (referred to as “banking organizations”). For community banking organizations, like the Company, these revised capital requirements will be phased in beginning on January 1, 2015. Under current requirements (prior to effectiveness of the Basel III Rule), banking organizations must maintain a minimum ratio of Tier 1 capital to adjusted average quarterly assets equal to 3% to 5%, subject to federal bank regulatory evaluation of an organization’s overall safety and soundness. In summary, the capital measures used by the federal banking regulators are: • Total risk-based capital ratio (Total Capital Ratio), which is the total of Tier 1 Capital and Tier 2 Capital as a percentage of total risk-weighted assets; • Tier 1 risk-based capital ratio (Tier 1 Ratio), which is Tier 1 Capital as a percentage of total risk-weighted assets; and • Leverage Ratio, which is Tier 1 Capital as a percentage of adjusted average total assets. Under pre-Basel III Rule regulations, a bank is considered: • • • • • “Well capitalized” if it has a Total Capital Ratio of 10% or greater, Tier 1 Ratio of 6% or greater, a Leverage Ratio of 5% or greater, and is not subject to any written agreement, order, capital directive, or prompt corrective action directive by a federal bank regulatory agency to meet and maintain a specific capital level for any capital measure; “Adequately capitalized” if it has a Total Capital Ratio of 8% or greater, a Tier 1 Ratio of 4% or greater, and a Leverage Ratio of 4% or greater — or 3% in certain circumstances — and is not well capitalized; “Undercapitalized” if it has a Total Capital Ratio of less than 8% or greater, a Tier 1 Ratio of less than 4%, and a Leverage Ratio of less than 4% — or 3% in certain circumstances; “Significantly undercapitalized” if it has a Total Capital Ratio of less than 6%, a Tier 1 Ratio of less than 3%, or a Leverage Ratio of less than 3%; or “Critically undercapitalized” if its tangible equity is equal to or less than 2% of average quarterly tangible assets. Among other things, the Basel III Rule establishes a new common equity tier 1 (CET1) minimum capital requirement, introduces a “capital conservation buffer” and raises minimum risk-based capital requirements. Under the new rule, CET1 is defined as comprising Tier 1 Capital, less non-cumulative perpetual preferred stock and grandfathered trust-preferred and other securities, plus certain regulatory deductions. The Basel III Rule establishes a new minimum required ratio of CET1 to risk-weighted assets (CET1 Ratio) of 4.5%, and raises the minimum Tier 1 Ratio to 6.0% (from the prior 4.0% minimum). Furthermore, the minimum required Leverage Ratio is increased in the final Basel III Rule to 4.0% for all banking organizations irrespective of differences in composite supervisory ratings. 8 In conjunction with the changes in the required minimum capital ratios, the Basel III Rule also changes the definitions of the five regulatory capitalization categories set forth above, effective January 1, 2015. A table illustrating these changes is set forth below. Capitalization Category Well capitalized (present) Well capitalized (Basel III) Adequately capitalized (present) Adequately capitalized (Basel III) Undercapitalized (present) Undercapitalized (Basel III) Significantly undercapitalized (present) Significantly undercapitalized (Basel III) Critically undercapitalized (present) Critically undercapitalized (Basel III) Total Capital Ratio (%) Tier 1 Ratio (%) CET1 Ratio (%) Leverage Ratio (%) ≥ 10 ≥ 10 ≥ 8 ≥ 8 < 8 < 8 < 6 < 6 ≥ 6 ≥ 8 ≥ 4 ≥ 6 < 4 < 6 < 3 < 4 N/A ≥ 6.5 N/A ≥ 4.5 N/A < 4.5 N/A < 3 ≥ 5 ≥ 5 ≥ 4 ≥ 4 < 4 < 4 < 3 < 3 GAAP tangible equity ≤ 2% of average quarterly assets Basel III tangible equity (Tier 1 Capital plus non-tier 1 perpetual preferred stock) ≤ 2% of total assets The new required capital conservation buffer will be comprised of an additional 2.5% of CET1 as a percentage of risk-weighted assets. Institutions that do not maintain the required capital buffer will be subject to progressively more stringent limitations on the percentage of earnings that can be paid out in dividends or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. This capital conservation buffer is in addition to, and not included with, the CET1 Ratio described above. A table illustrating these limitations on the ratio which can be paid out (defined in the Basel III Rule as “maximum payout ratio”) is set forth below. Capital Conservation Buffer (CET1 as a percentage of total risk-weighted assets) Greater than 2.5%.............................................................................. ≤ 2.5% and > 1.875%........................................................................ ≤ 1.875% and > 1.25%...................................................................... ≤ 1.25% and > 0.625%...................................................................... ≤ 0.625%............................................................................................ Maximum payout ratio (as a percentage of eligible retained income) No applicable limitation. 60% 40% 20% 0% The Basel III Rule also introduces new methodologies for determining risk-weighted assets, including higher risk weightings, up to a maximum of 150%, for exposures that are more than 90 days past due or are on nonaccrual status and for certain commercial real estate facilities that finance the acquisition, development or construction of real property. The Basel III Rule also requires unrealized gains and losses on certain securities holdings to be included, or excluded, as applicable, for purposes of calculating certain regulatory capital requirements. Additionally, the Basel III Rule establishes that, for banking organizations with less than $15 billion in assets as of December 31, 2009, the ability to treat trust preferred securities as tier 1 capital would be permanently grandfathered in. The risk-based capital standards of the Federal Reserve explicitly identify concentrations of credit risk and the risk arising from non-traditional activities, as well as an institution’s ability to manage these risks, as important factors to be taken into account by the agency in assessing an institution’s overall capital adequacy. The capital guidelines also provide that an institution’s exposure to a decline in the economic value of its capital due to changes in interest rates be considered by the agency as a factor in evaluating a banking organization’s capital adequacy. The FDIC may take various corrective actions against any undercapitalized bank and any bank that fails to submit an acceptable capital restoration plan or fails to implement a plan accepted by the FDIC. These powers include, but are not limited to, requiring the institution to be recapitalized, prohibiting asset growth, restricting interest rates paid, requiring prior approval of capital distributions by any bank holding company that controls the institution, requiring divestiture by the institution of its subsidiaries or by the holding company of the institution itself, requiring new election of directors, and requiring the dismissal of directors and officers. The Bank presently maintains sufficient capital to remain in compliance with these capital requirements. 9 The Company is a legal entity separate and distinct from the Bank. Virtually all of the Company’s revenues are from dividends paid to the Company by the Bank. The Bank is subject to laws and regulations that limit the amount of dividends it can pay. In addition, both the Company and the Bank are subject to various regulatory restrictions relating to the payment of dividends, including requirements to maintain capital at or above regulatory minimums. Banking regulators have indicated that banking organizations should generally pay dividends only if the organization’s net income available to common shareholders over the past year has been sufficient to fully fund the dividends and the prospective rate of earnings retention appears consistent with the organization’s capital needs, asset quality and overall financial condition. The FDIC has the general authority to limit the dividends paid by insured banks if the payment is deemed an unsafe and unsound practice. The FDIC has indicated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsound and unsafe banking practice. Deposit Insurance The Bank’s deposits are insured by the DIF of the FDIC up to the standard maximum insurance amount for each deposit insurance ownership category. As of January 1, 2013, the basic limit on FDIC deposit insurance coverage is $250,000 per depositor. Under the FDIA, the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC, subject to administrative and potential judicial hearing and review processes. The DIF is funded by assessments on banks and other depository institutions. As required by the Dodd-Frank Act, in February 2011, the FDIC approved a final rule that changed the assessment base for DIF assessments from domestic deposits to Tier 1 Capital. In addition, as also required by the Dodd-Frank Act, the FDIC has adopted a new large-bank pricing assessment scheme, set a target “designated reserve ratio” (described in more detail below) of 2 percent for the DIF and established a lower assessment rate schedule when the reserve ratio reaches 1.15 percent and, in lieu of dividends, provides for a lower assessment rate schedule, when the reserve ratio reaches 2 percent and 2.5 percent. An institution’s assessment rate depends upon the institution’s assigned risk category, which is based on supervisory evaluations, regulatory capital levels and certain other factors. Initial base assessment rates ranges from 2.5 to 45 basis points. The FDIC may make the following further adjustments to an institution’s initial base assessment rates: decreases for long-term unsecured debt including most senior unsecured debt and subordinated debt; increases for holding long-term unsecured debt or subordinated debt issued by other insured depository institutions; and increases for broker deposits in excess of 10 percent of domestic deposits for institutions not well rated and well capitalized. The Dodd-Frank Act transferred to the FDIC increased discretion with regard to managing the required amount of reserves for the DIF, or the “designated reserve ratio.” Among other changes, the Dodd-Frank Act (i) raised the minimum designated reserve ratio to 1.35 percent and removed the upper limit on the designated reserve ratio, (ii) requires that the designated reserve ratio reach 1.35 percent by September 2020, and (iii) requires the FDIC to offset the effect on institutions with total consolidated assets of less than $10 billion of raising the designated reserve ratio from 1.15 percent to 1.35 percent. The FDIA requires that the FDIC consider the appropriate level for the designated reserve ratio on at least an annual basis. On October 2010, the FDIC adopted a new DIF restoration plan to ensure that the fund reserve ratio reaches 1.35 percent by September 30, 2020, as required by the Dodd-Frank Act. Incentive Compensation In June 2010, the federal banking regulators issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s Board of Directors. The Federal Reserve will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not “large, complex banking organizations.” These reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk- management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies. At December 31, 2013, the Company had not been made aware of any instances of non-compliance with the new guidance. 10 The Gramm-Leach-Bliley Act of 1999 The Gramm-Leach-Bliley Act of 1999 (Gramm-Leach-Bliley) drew lines between the types of activities that are permitted for banking organizations that are financial in nature and those that are not permitted because they are commercial in nature. Gramm-Leach-Bliley created a new form of financial organization called a financial holding company that may own and control banks, insurance companies and securities firms, thereby repealing the prohibition in the Glass-Steagall Act on bank affiliations with companies that are engaged primarily in securities underwriting activities. A financial holding company is authorized to engage in any activity that is financial in nature or incidental to an activity that is financial in nature or is a complementary activity, including, for example, insurance, securities transactions (including underwriting, broker/dealer activities and investment advisory services) and traditional banking-related activities. The Company is currently not a financial holding company under Gramm-Leach-Bliley. Gramm-Leach-Bliley directed federal banking regulators to adopt rules limiting the ability of banks and other financial institutions to disclose non-public information about consumers to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. Pursuant to these rules, financial institutions must provide: initial notices to customers about their privacy policies, including a description of the conditions under which they may disclose nonpublic personal information to nonaffiliated third parties and affiliates; annual notices of their privacy policies to current customers; and a reasonable method for customers to “opt out” of disclosures to nonaffiliated third parties. These privacy provisions affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. The Company, as a bank holding company, is subject to these rules. Community Reinvestment Act Under the Community Reinvestment Act (CRA) and related regulations, depository institutions have an affirmative obligation to assist in meeting the credit needs of their market areas, including low and moderate-income areas, consistent with safe and sound banking practice. CRA requires the adoption of a statement for each of its market areas describing the depository institution’s efforts to assist in its community’s credit needs. Depository institutions are periodically examined for compliance with CRA and are periodically assigned ratings in this regard. Banking regulators consider a depository institution’s CRA rating when reviewing applications to establish new branches, undertake new lines of business, and/or acquire part or all of another depository institution. An unsatisfactory rating can significantly delay or even prohibit regulatory approval of a proposed transaction by a bank holding company or its depository institution subsidiaries. Gramm-Leach-Bliley and federal bank regulators have made various changes to CRA. Among other changes, CRA agreements with private parties must be disclosed and annual reports must be made to a bank’s primary federal regulator. A financial holding company or any of its subsidiaries will not be permitted to engage in new activities authorized under Gramm-Leach-Bliley if any bank subsidiary received less than a “satisfactory” rating in its latest CRA examination. The Company believes that it is currently in compliance with CRA. Fair Lending; Consumer Laws In addition to CRA, other federal and state laws regulate various lending and consumer aspects of the banking business. Governmental agencies, including the Department of Housing and Urban Development, the Federal Trade Commission and the Department of Justice, have become concerned that prospective borrowers experience discrimination in their efforts to obtain loans from depository and other lending institutions. These agencies have brought litigation against depository institutions alleging discrimination against borrowers. Many of these suits have been settled, in some cases for material sums, short of a full trial. These governmental agencies have clarified what they consider to be lending discrimination and have specified various factors that they will use to determine the existence of lending discrimination under the Equal Credit Opportunity Act and the Fair Housing Act, including evidence that a lender discriminated on a prohibited basis, evidence that a lender treated applicants differently based on prohibited factors in the absence of evidence that the treatment was the result of prejudice or a conscious intention to discriminate, and evidence that a lender applied an otherwise neutral non-discriminatory policy uniformly to all applicants, but the practice had a discriminatory effect, unless the practice could be justified as a business necessity. Banks and other depository institutions also are subject to numerous consumer-oriented laws and regulations. These laws, which include the Truth in Lending Act, the Truth in Savings Act, the Real Estate Settlement Procedures Act, the Electronic Funds Transfer Act, the Equal Credit Opportunity Act, and the Fair Housing Act, require compliance by depository institutions with various disclosure requirements and requirements regulating the availability of funds after deposit or the making of some loans to customers. 11 Governmental Policies The Federal Reserve regulates money, credit and interest rates in order to influence general economic conditions. These policies influence overall growth and distribution of bank loans, investments and deposits. These policies also affect interest rates charged on loans or paid for time and savings deposits. Federal Reserve monetary policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. Future Regulatory Uncertainty Because federal and state regulation of financial institutions changes regularly and is the subject of constant legislative debate, the Company cannot forecast how federal and state regulation of financial institutions may change in the future and impact its operations. The Company fully expects that the financial institution industry will remain heavily regulated in the near future and that additional laws or regulations may be adopted further regulating specific banking practices. ITEM 1A. RISK FACTORS Our operations are subject to many risks that could adversely affect our future financial condition and performance and, therefore, the market value of our common stock. The risk factors applicable to us are the following: Our future success is dependent on our ability to compete effectively in the highly competitive banking and financial services industry. We face vigorous competition from other commercial banks, savings banks, credit unions, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds and other types of financial institutions for deposits, loans and other financial services in our market area. A number of these banks and other financial institutions are significantly larger than we are and have substantially greater access to capital and other resources, as well as larger lending limits and branch systems, and offer a wider array of banking services. Many of our nonbank competitors are not subject to the same extensive regulations that govern us. As a result, these non-bank competitors have advantages over us in providing certain services. While we believe we compete effectively with these other financial institutions in our primary markets, we may face a competitive disadvantage as a result of our smaller size, smaller asset base, lack of geographic diversification and inability to spread our marketing costs across a broader market. If we have to raise interest rates paid on deposits or lower interest rates charged on loans to compete effectively, our net interest margin and income could be negatively affected. Failure to compete effectively to attract new, or to retain existing, clients may reduce or limit our margins and our market share and may adversely affect our results of operations, financial condition, and growth. Difficult market conditions in the economy continue to adversely affect our industry. Declines in the housing market in recent years, with falling home prices and higher levels of foreclosures, unemployment and under-employment, have negatively impacted the credit performance of real-estate related and consumer loans and resulted in significant write-downs of asset values by financial institutions. These write-downs spread to other securities and loans and have caused many financial institutions to seek additional capital, to reduce or eliminate dividends, to merge with larger and stronger institutions and, in some cases, to fail. In this environment, many lenders and institutional investors have reduced or ceased providing funding to borrowers, including to other financial institutions. This market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence and reduction of business activity generally. Continuing economic pressure on consumers and lack of confidence in the financial markets may adversely affect our business and results of operations. Market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates, which may impact our charge-offs and provision for credit losses. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial institutions industry. We may be adversely affected by economic conditions in our market area. We operate in a mixed market environment with influences from both rural and urban areas. Because our lending operation is concentrated in localized areas in Virginia and Maryland, we will be affected by the general economic conditions in these markets. Changes in the local economy may influence the growth rate of our loans and deposits, the quality of the loan portfolio, and loan and deposit pricing. A significant decline in general economic conditions caused by inflation, recession, unemployment or other factors beyond our control would impact these local economic conditions and the demand for banking products and services generally, which could negatively affect our financial condition and performance. Although we might not have significant credit exposure to all the 12 businesses in our areas, the downturn in any of these businesses could have a negative impact on local economic conditions and real estate collateral values generally, which could negatively affect our profitability. We may not be able to successfully manage our long-term growth, which may adversely affect our results of operations and financial condition. A key aspect of our long-term business strategy is our continued growth and expansion. Our ability to continue to grow depends, in part, upon our ability to: • • • open new branch offices or acquire existing branches or other financial institutions; attract deposits to those locations; and identify attractive loan and investment opportunities. We may not be able to successfully implement our growth strategy if we are unable to identify attractive markets, locations or opportunities to expand in the future, or if we are subject to regulatory restrictions on growth or expansion of our operations. Our ability to manage our growth successfully also will depend on whether we can maintain capital levels adequate to support our growth, maintain cost controls and asset quality and successfully integrate any businesses we acquire into our organization. As we identify opportunities to implement our growth strategy by opening new branches or acquiring branches or other banks, we may incur increased personnel, occupancy and other operating expenses. In the case of new branches, we must absorb those higher expenses while we begin to generate new deposits, and there is a further time lag involved in redeploying new deposits into attractively priced loans and other higher yielding earning assets. Thus, any plans for branch expansion could decrease our earnings in the short run, even if we efficiently execute our branching strategy. If our allowance for loan losses becomes inadequate, our results of operations may be adversely affected. An essential element of our business is to make loans. We maintain an allowance for loan losses that we believe is a reasonable estimate of known and inherent losses in our loan portfolio. Through a periodic review and analysis of the loan portfolio, management determines the adequacy of the allowance for loan losses by considering such factors as general and industry-specific market conditions, credit quality of the loan portfolio, the collateral supporting the loans and financial performance of our loan customers relative to their financial obligations to us. The amount of future losses is impacted by changes in economic, operating and other conditions, including changes in interest rates, which may be beyond our control. Actual losses may exceed our current estimates. Rapidly growing loan portfolios are, by their nature, unseasoned. Estimating loan loss allowances for an unseasoned portfolio is more difficult than with seasoned portfolios, and may be more susceptible to changes in estimates and to losses exceeding estimates. Although we believe the allowance for loan losses is a reasonable estimate of known and inherent losses in our loan portfolio, we cannot fully predict such losses or assert that our loan loss allowance will be adequate in the future. Future loan losses that are greater than current estimates could have a material impact on our future financial performance. Banking regulators periodically review our allowance for loan losses and may require us to increase our allowance for loan losses or recognize additional loan charge-offs, based on credit judgments different than those of our management. Any increase in the amount of our allowance or loans charged-off as required by these regulatory agencies could have a negative effect on our operating results. Our concentration in loans secured by real estate may increase our future credit losses, which would negatively affect our financial results. We offer a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity, consumer and other loans. Credit risk and credit losses can increase if our loans are concentrated to borrowers who, as a group, may be uniquely or disproportionately affected by economic or market conditions. Approximately 87% of our loans are secured by real estate, both residential and commercial, substantially all of which are located in our market area. A major change in the region’s real estate market, resulting in a deterioration in real estate values, or in the local or national economy, including changes caused by raising interest rates, could adversely affect our customers’ ability to pay these loans, which in turn could adversely impact us. Risk of loan defaults and foreclosures are inherent in the banking industry, and we try to limit our exposure to this risk by carefully underwriting and monitoring our extensions of credit. We cannot fully eliminate credit risk, and as a result credit losses may occur in the future. We may incur losses if we are unable to successfully manage interest rate risk. Our profitability depends in substantial part upon the spread between the interest rates earned on investments and loans and interest rates paid on deposits and other interest-bearing liabilities. These rates are normally in line with general market rates and rise and fall based on our view of our financing and liquidity needs. We may selectively pay above-market rates to attract deposits as we 13 have done in some of our marketing promotions in the past. Changes in interest rates will affect our operating performance and financial condition in diverse ways including the pricing of securities, loans and deposits, which, in turn, may affect the growth in loan and retail deposit volume. We attempt to minimize our exposure to interest rate risk, but cannot eliminate it. Our net interest income will be adversely affected if market interest rates change so that the interest we pay on deposits and borrowings increases faster than the interest earned on loans and investments. Our net interest spread will depend on many factors that are partly or entirely outside our control, including competition, federal economic, monetary and fiscal policies and economic conditions generally. Fluctuations in market rates are neither predictable nor controllable and may have a material and negative effect on our business, financial condition and results of operations. Changes in interest rates also affect the value of our loans. An increase in interest rates could adversely affect our borrowers’ ability to pay the principal or interest on existing loans or reduce their desire to borrow more money. This situation may lead to an increase in non-performing assets or a decrease in loan originations, either of which could have a material and negative effect on our results of operations. We rely heavily on our management team and the unexpected loss of any of those personnel could adversely affect our operations; we depend on our ability to attract and retain key personnel. We are a customer-focused and relationship-driven organization. We expect our future growth to be driven in a large part by the relationships maintained with our customers by our president and chief executive officer and other senior officers. The unexpected loss of any of our key employees could have an adverse effect on our business and possibly result in reduced revenues and earnings. We do maintain bank-owned life insurance on key officers that would help cover some of the economic impact of a loss caused by death. The implementation of our business strategy will also require us to continue to attract, hire, motivate and retain skilled personnel to develop new customer relationships as well as new financial products and services. Many experienced banking professionals employed by our competitors are covered by agreements not to compete or to solicit their existing customers if they were to leave their current employment. These agreements make the recruitment of these professionals more difficult. The market for these people is competitive, and we cannot assure you that we will be successful in attracting, hiring, motivating or retaining them. The Federal Reserve adopted final rules subjecting banks and bank holding companies to more stringent capital and liquidity requirements, the short-term and long-term impact of which is uncertain. We are subject to capital adequacy guidelines and other regulatory requirements specifying minimum amounts and types of capital which we must maintain. In July 2013, the Federal Reserve and the federal banking agencies issued final rules revising risk- based and leverage capital requirements and the method for calculating risk-weighted assets. The rules implement the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. The rules establish a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets) and a higher minimum Tier 1 risk- based capital requirement (6% of risk-weighted assets) and assign higher risk weightings to loans that are past due and certain loans financing the acquisition, development or construction of commercial real estate. We will be required to comply with the new rules beginning on January 1, 2015. These requirements and any other new regulations, could adversely affect our ability to pay dividends, or could require us to reduce business levels or to raise capital, including in ways that may adversely affect our financial condition or results of operations. New regulations issued by the Consumer Financial Protection Bureau could adversely affect our earnings. The CFPB has broad rulemaking authority to administer and carry out the provisions of the Dodd-Frank Act with respect to financial institutions that offer covered financial products and services to consumers. The CFPB has also been directed to write rules identifying practices or acts that are unfair, deceptive or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. For example, the CFPB issued a final rule effective January 10, 2014, requiring mortgage lenders to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms, or to originate “qualified mortgages” that meet specific requirements with respect to terms, pricing and fees. The new rule also contains new disclosure requirements at mortgage loan origination and in monthly statements. The requirements under the CFPB’s regulations and policies could limit our ability to make certain types of loans or loans to certain borrowers, or could make it more expensive and/or time consuming to make these loans, which could adversely impact our profitability. 14 We may need to raise capital that may not ultimately be available to us. Regulatory authorities require us to maintain certain levels of capital to support our operations. While we remained “well capitalized” at December 31, 2013, we may need to raise additional capital in the future if we incur losses or due to regulatory mandates. The ability to raise capital, if needed, will depend in part on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we may not be able to raise capital, if and when needed, on terms acceptable to us, or at all. If we cannot raise capital when needed, our ability to increase our capital ratios could be materially impaired, and we could face regulatory challenges. A substantial decline in the value of our securities portfolio may result in an “other-than-temporary” impairment charge. The total amount of our available-for-sale securities portfolio was $265.8 million at December 31, 2013. The measurement of the fair value of these securities involves significant judgment due to the complexity of the factors contributing to the measurement. Market volatility makes measurement of the fair value of our securities portfolio even more difficult and subjective. More generally, as market conditions continue to be volatile, we cannot provide assurance with respect to the amount of future unrealized losses in the portfolio. To the extent that any portion of the unrealized losses in these portfolios is determined to be other than temporary, and the loss is related to credit factors, we would recognize a charge to our earnings in the quarter during which such determination is made, and our capital ratios could be adversely affected. The repeal of federal prohibitions on payment of interest on demand deposits could increase our interest expense. All federal prohibitions on the ability of financial institutions to pay interest on demand deposit accounts were repealed as part of the Dodd-Frank Act beginning on July 21, 2011. As a result, some financial institutions have commenced offering interest on demand deposits to compete for customers. Our interest expense will increase and net interest margin will decrease if we begin offering interest on demand deposits to attract additional customers or maintain current customers, which could have a material adverse effect on our financial condition and results of operations. Consumers may increasingly decide not to use us to complete their financial transactions, which would have a material adverse impact on our financial condition and operations. Technology and other changes are allowing parties to complete financial transactions through alternative methods that historically have involved banks. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts, mutual funds or general-purpose reloadable prepaid cards. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on our financial condition and results of operations. Nonperforming assets adversely affect our results of operations and financial condition. Our nonperforming assets adversely affect our net income in various ways. We do not record interest income on non-accrual loans, thereby adversely affecting our income and increasing loan administration costs. When we receive collateral through foreclosures and similar proceedings, we are required to mark the related loan to the then fair market value of the collateral less estimated selling costs, which may result in a loss. An increase in the level of nonperforming assets also increases our risk profile and may impact the capital levels our regulators believe is appropriate in light of such risks. We utilize various techniques such as loan sales, workouts and restructurings to manage our problem assets. Decreases in the value of these problem assets, the underlying collateral, or in the borrowers’ performance or financial condition, could adversely affect our business, results of operations and financial condition. In addition, the resolution of nonperforming assets requires significant commitments of time from management and staff, which can be detrimental to performance of their other responsibilities. Such resolution may also require the assistance of third parties, and thus the expense associated with it. There can be no assurance that we will avoid further increases in nonperforming loans in the future. We rely upon independent appraisals to determine the value of the real estate which secures a significant portion of our loans, and the values indicated by such appraisals may not be realizable if we are forced to foreclose upon such loans. A significant portion of our loan portfolio consists of loans secured by real estate (81.8% at December 31, 2013). We rely upon independent appraisers to estimate the value of such real estate. Appraisals are only estimates of value and the independent appraisers may make mistakes of fact or judgment which adversely affect the reliability of their appraisals. In addition, events occurring after the 15 initial appraisal may cause the value of the real estate to increase or decrease. As a result of any of these factors, the real estate securing some of our loans may be more or less valuable than anticipated at the time the loans were made. If a default occurs on a loan secured by real estate that is less valuable than originally estimated, we may not be able to recover the outstanding balance of the loan and will suffer a loss. We are subject to extensive government regulation and supervision. We are subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, and not security holders. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. These provisions, or any other aspects of current proposed regulatory or legislative changes to laws applicable to the financial industry, if enacted or adopted, may impact the profitability of our business activities or change certain of our business practices, including our ability to offer new products, obtain financing, attract deposits, make loans, and achieve satisfactory interest spreads, and could expose us to additional costs, including increased compliance costs. These changes also may require us to invest significant management attention and resources to make any necessary changes to our operations in order to comply, and could therefore also materially adversely affect our business, financial condition, and results of operations. Furthermore, failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on our business, financial condition and results of operations. The realization of the benefits of the FDIC shared loss agreements depends on our compliance with the agreements. Under the shared loss agreements into which we entered in January 2009, the FDIC will reimburse us for 80% of losses arising from covered loans and foreclosed real estate assets on the first $118 million in losses of such covered loans and foreclosed real estate assets and for 95% of losses on covered loans and foreclosed real estate assets thereafter. The shared loss agreements include a number of obligations for us, including, for example, the submission of detailed certificates, on a monthly basis for losses on single family one-to-four residential mortgage loans and on a quarterly basis for losses on other covered assets, for the FDIC’s review. Because the shared loss agreements subject us to a number of contractual requirements, we must implement effective internal processes over covered assets (including consistency in the treatment of covered and non-covered assets) to maintain the guaranty that the FDIC has agreed to provide, which underpins the FDIC indemnification asset, which totaled $25.4 million at December 31, 2013. Any failure to comply with the contractual requirements of the shared loss agreements may lead to the revocation of the agreements, which would necessitate the write-off of the related indemnification asset and the receivable that we carry on our balance sheet for amounts that we have billed the FDIC. Certain of our covered assets will no longer be covered by a FDIC shared loss agreement in 2014. Under the shared loss agreements that we have with the FDIC, the FDIC will reimburse us for 80% of losses arising from covered loans and foreclosed real estate assets, on the first $118 million in losses on such covered loans and foreclosed real estate assets, and for 95% of losses on covered loans and foreclosed real estate assets thereafter. While the reimbursements for losses on single family one-to-four residential mortgage assets are to be made quarterly through March 2019, the reimbursements for losses on other covered assets are to be made quarterly only through March 2014. This reimbursement arrangement expires at that time and, accordingly, any losses with respect to these non-single family assets after March 2014 will be entirely borne by us. While we believe that we are managing and monitoring these assets, which have a carrying value of $6.0 million at December 31, 2013, appropriately, any unforeseen issues with respect to any of them will have a direct effect on our results after March 2014. Our disclosure controls and procedures and internal controls may not prevent or detect all errors or acts of fraud. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision- making can be faulty, and that breakdowns can occur because of simple error or omission. Additionally, controls can be circumvented by individual acts, by collusion by two or more people and/or by override of the established controls. Accordingly, because of the inherent limitations in our control systems and in human nature, misstatements due to error or fraud may occur and not be detected. 16 Our information systems may experience an interruption in service or breach in security. We rely heavily on communications and information systems to conduct our business. Any failure, interruption or breach of security of these systems could result in failures or disruptions in our customer relationship management, transaction processing systems and various accounting and data management systems. While we have policies and procedures designed to prevent and/or limit the effect of any failure, interruption or security breach of our communication and information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur, or, if they do occur, they will be adequately addressed on a timely basis. The occurrence of failures, interruptions or security breaches of our communication and information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on its financial condition and results of operations. We continually encounter technological change. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations. We can give no assurances that our deferred tax asset will not become impaired in the future because it is based on projections of future earnings, which are subject to uncertainty and estimates that may change based on economic conditions. We can give no assurances that our deferred tax asset will not become impaired in the future. At December 31, 2013, we recorded net deferred income tax assets of $5.8 million. We assess the realization of deferred income tax assets and record a valuation allowance if it is “more likely than not” that we will not realize all or a portion of the deferred tax asset. We consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, we need a valuation allowance. Management’s assessment is primarily dependent on historical taxable income and projections of future taxable income, which are directly related to our core earnings capacity and our prospects to generate core earnings in the future. Projections of core earnings and taxable income are inherently subject to uncertainty and estimates that may change given an uncertain economic outlook and current banking industry conditions. Due to the uncertainty of estimates and projections, it is possible that we will be required to record adjustments to the valuation allowance in future reporting periods. We rely on other companies to provide key components of our business infrastructure. Third parties provide key components of our business operations such as data processing, recording and monitoring transactions, online banking interfaces and services, internet connections and network access. While we have selected these third party vendors carefully, we do not control their actions. Any problem caused by these third parties, including poor performance of services, failure to provide services, disruptions in services provided by a vendor and failure to handle current or higher volumes, could adversely affect our ability to deliver products and services to our customers and otherwise conduct our business, and may harm our reputation. Financial or operational difficulties of a third party vendor could also hurt our operations if those difficulties affect the vendor’s ability to serve us. Replacing these third party vendors could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to our business operations. Current levels of market volatility are unprecedented. The capital and credit markets have been experiencing volatility and disruption in recent years. Recently, the volatility and disruption has reached unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. If current levels of market disruption and volatility continue or worsen, there can be no assurance that we will not experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations. Deterioration in the soundness of other financial institutions could adversely affect us. Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with 17 counterparties in the financial industry , including brokers and dealers, commercial banks and other institutional clients. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, could create market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Our credit risk may also be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations. We may be adversely impacted by changes in the condition of financial markets. We are directly and indirectly affected by changes in market conditions. Market risk generally represents the risk that values of assets and liabilities or revenues will be adversely affected by changes in market conditions. Market risk is inherent in the financial instruments associated with our operations and activities including loans, deposits, securities, short-term borrowings, long-term debt, trading account assets and liabilities, and derivatives. Just a few of the market conditions that may shift from time to time, thereby exposing us to market risk, include fluctuations in interest and currency exchange rates, equity and futures prices, and price deterioration or changes in value due to changes in market perception or actual credit quality of issuers. Accordingly, depending on the instruments or activities impacted, market risks can have adverse effects on our results of operations and our overall financial condition. Banking regulators have broad enforcement power, but regulations are meant to protect depositors, and not investors. We are subject to supervision by several governmental regulatory agencies, including the Federal Reserve Bank of Richmond and Virginia’s Bureau of Financial Institutions. Bank regulations, and the interpretation and application of them by regulators, are beyond our control, may change rapidly and unpredictably and can be expected to influence earnings and growth. In addition, these regulations may limit our growth and the return to investors by restricting activities such as the payment of dividends, mergers with, or acquisitions by, other institutions, investments, loans and interest rates, interest rates paid on deposits and the opening of new branch offices. Although these regulations impose costs on us, they are intended to protect depositors, and should not be assumed to protect the interest of shareholders. The regulations to which we are subject may not always be in the best interest of investors. Our operations may be adversely affected by cyber security risks. In the ordinary course of business, we collect and store sensitive data, including proprietary business information and personally identifiable information of our customers and employees in systems and on networks. The secure processing, maintenance and use of this information is critical to operations and our business strategy. We have invested in accepted technologies, and we continually review processes and practices that are designed to protect our networks, computers and data from damage or unauthorized access. Despite these security measures, our computer systems and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, technology failure or other disruptions. A breach of any kind could compromise systems, and the information stored there could be accessed, damaged or disclosed. A breach in security could result in legal claims, regulatory penalties, disruption in operations, and damage to our reputation, which could adversely affect our business. Our deposit insurance premiums could increase in the future, which may adversely affect our future financial performance. The FDIC insures deposits at FDIC insured financial institutions, including us. The FDIC charges insured financial institutions premiums to maintain the Deposit Insurance Fund (the “DIF”) at a certain level. Economic conditions since 2008 have increased the rate of bank failures and expectations for further bank failures, requiring the FDIC to make payments for insured deposits from the DIF and prepare for future payments from the DIF. During 2009, the FDIC imposed a special deposit insurance assessment on all institutions which it regulates, including us. This special assessment was imposed due to the need to replenish the DIF, as a result of increased bank failures and expected future bank failures. In addition, the FDIC required regulated institutions to prepay their fourth quarter 2009, and full year 2010, 2011 and 2012 assessments in December 2009. Any similar, additional measures taken by the FDIC to maintain or replenish the DIF may have an adverse effect on our financial condition and results of operations. On April 1, 2011, final rules to implement changes required by the Dodd-Frank Act with respect to the FDIC assessment rules became effective. The rules provide that a depository institution’s deposit insurance assessment will be calculated based on the institution’s total assets less tangible equity, rather than the previous base of total deposits. These changes have not materially increased our FDIC insurance assessments for comparable asset and deposit levels. However, if our asset size increases or the FDIC takes other actions to replenish the DIF, our FDIC insurance premiums could increase. 18 Our businesses and earnings are impacted by governmental, fiscal and monetary policy. We are affected by domestic monetary policy. For example, the Federal Reserve Board regulates the supply of money and credit in the United States and its policies determine in large part our cost of funds for lending, investing and capital raising activities and the return we earn on those loans and investments, both of which affect our net interest margin. The actions of the Federal Reserve Board also can materially affect the value of financial instruments we hold, such as loans and debt securities, and its policies also can affect our borrowers, potentially increasing the risk that they may fail to repay their loans. Our businesses and earnings also are affected by the fiscal or other policies that are adopted by various regulatory authorities of the United States. Changes in fiscal or monetary policy are beyond our control and hard to predict. Our profitability and the value of any equity investment in us may suffer because of rapid and unpredictable changes in the highly regulated environment in which we operate. We are subject to extensive supervision by several governmental regulatory agencies at the federal and state levels. Recently enacted, proposed and future banking and other legislation and regulations have had, and will continue to have, or may have a significant impact on the financial services industry. These regulations, which are generally intended to protect depositors and not our shareholders, and the interpretation and application of them by federal and state regulators, are beyond our control, may change rapidly and unpredictably, and can be expected to influence our earnings and growth. Our success depends on our continued ability to maintain compliance with these regulations. Many of these regulations increase our costs and thus place other financial institutions that may not be subject to similar regulation in stronger, more favorable competitive positions. The trading volume in our common stock is less than that of other larger financial services companies. The trading volume in our common stock is less than that of other larger financial services companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the lower trading volume of our common stock, significant sales of our common stock, or the expectation of these sales, could cause our stock price to fall. Virginia law and the provisions of our articles of incorporation and bylaws could deter or prevent takeover attempts by a potential purchaser of our common stock that would be willing to pay you a premium for your shares of our common stock. Our Articles of Incorporation and Bylaws contain provisions that may be deemed to have the effect of discouraging or delaying uninvited attempts by third parties to gain control of us. These provisions include the ability of our board to set the price, term, and rights of, and to issue, one or more series of our preferred stock. Our Articles of Incorporation and Bylaws do not provide for the ability of shareholders to call special meetings. Similarly, the Virginia Stock Corporation Act contains provisions designed to protect Virginia corporations and employees from the adverse effects of hostile corporate takeovers. These provisions reduce the possibility that a third party could affect a change in control without the support of our incumbent directors. These provisions may also strengthen the position of current management by restricting the ability of shareholders to change the composition of the board, to affect its policies generally, and to benefit from actions that are opposed by the current board. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 19 ITEM 2. PROPERTIES The Company operates the following offices: Corporate Headquarters: Innslake — 4235 Innslake Drive, Glen Allen, VA 23060 Virginia Market: Burgess — 14598 Northumberland Highway, Burgess, VA 22432 Callao — 654 Northumberland Highway, Callao, VA 22435 Centerville — 100 Broad Street Road, Manakin-Sabot, VA 23103 Courthouse — 1949 Sandy Hook Road, Goochland, VA 23063 Flat Rock — 2320 Anderson Highway, Powhatan, VA 23139 King William — 4935 Richmond-Tappahannock Highway, Manquin, VA 23106 Louisa — 217 East Main Street, Louisa, VA 23093 Mechanicsville — 6315 Mechanicsville Turnpike, Mechanicsville, VA 23111 Prince Street — 323 Prince Street, Tappahannock, VA 22560 Tappahannock — 1325 Tappahannock Boulevard, Tappahannock, VA 22560 Virginia Center — 9951 Brook Road, Glen Allen, VA 23060 West Point — 16th and Main Street, West Point, VA 23181 Winterfield — 3740 Winterfield Road, Midlothian, VA 23113 Maryland Market: Arnold — 1460 Ritchie Highway, Arnold, MD 21012 Catonsville — 1000 Ingleside Avenue, Catonsville, MD 21228 Crofton — 2120 Baldwin Avenue, Crofton, MD 21114 Landover Hills — 7467 Annapolis Road, Landover Hills, MD 20784 Rockville — 1101 Nelson Street, Rockville, MD 20850 Rosedale — 1230 Race Road, Rosedale, MD 21237 The Company owns all of the offices listed above, except that it leases its corporate headquarters, its Winterfield office in the Virginia market and the Arnold, Landover Hills and Rockville offices in the Maryland market. The Company also has loan production offices in Fairfax and Lynchburg, Virginia, both of which it leases. On August 16, 2013, the Company closed its office in Clinton, Maryland, which it had leased. On November 8, 2013, the Company sold its four Georgia offices in Covington, Grayson, Loganville and Snellville, Georgia, all of which it had owned. The Company expects to relocate its corporate headquarters to 9954 Mayland Drive, Suite 2100, Richmond, Virginia 23233, on March 28, 2014, and to open a banking office there on April 1, 2014. The Company expects to open an office in Annapolis, Maryland (1835 West Street) on March 24, 2014. The Company will lease the corporate headquarters and banking office and owns the office in Annapolis. All of the Company’s properties are in good operating condition and are adequate for the Company’s present and anticipated needs. ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company, including its subsidiaries, is a party or of which its property is the subject. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 20 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET PRICES FOR SECURITIES The Company’s common stock has traded on the NASDAQ Capital Market under the symbol “ESXB” since March 14, 2013. The common stock traded on the NYSE MKT (formerly known as the NYSE Amex) under the symbol “BTC” until March 13, 2013. The following table sets summarizes the high and low sales prices for the Company’s common stock for the quarterly periods during the years ended December 31, 2013 and 2012: Quarter ended March 31 Quarter ended June 30 Quarter ended September 30 Quarter ended December 31 $ 2013 High Low 3.74 $ 2.54 3.11 3.70 3.50 4.00 3.09 3.83 $ 2012 High Low 2.30 $ 1.03 1.62 2.50 1.77 2.95 2.26 2.92 HOLDERS OF RECORD As of December 31, 2013, there were 2,998 holders of record of the Company’s common stock, not including beneficial holders of securities held in street name. DIVIDENDS The Company’s dividend policy is subject to the discretion of the board of directors and future cash dividend payments to stockholders will depend upon a number of factors, including future earnings, alternative investment opportunities, financial condition, cash requirements and general business conditions. The Company’s ability to distribute cash dividends will depend primarily on the ability of its banking subsidiary to pay dividends to it. The Bank is subject to legal limitations on the amount of dividends that it is permitted to pay under Section 5199(b) of the Revised Statues (12 U.S.C. 60). The approval of the Federal Reserve would be required if the total of all dividends declared by a state member bank in any calendar year shall exceed the total of its net profits of that year combined with its retained net profits of the preceding two years. Furthermore, neither the Company nor the Bank may declare or pay a cash dividend on any of its capital stock if it is insolvent or if the payment of the dividend would render the entity insolvent or unable to pay its obligations as they become due in the ordinary course of business. For additional information on these limitations, see “Supervision and Regulation — Capital Requirements and Dividends” in Item 1 above. Following the payment of a cash dividend in February 2010, the Company determined to suspend the payment of its quarterly dividend to holders of common stock. While the Company believes that its capital and liquidity levels remain above the averages of its peers, the Company utilizes dividends from the Bank for the payment of capital funding (Series A Preferred Stock) received from the Department of the Treasury, as outlined below. Additional dividends from the Bank would be utilized for the payment of intercompany expenses and dividend and interest payments on trust preferred securities and Series A Preferred Stock. On December 19, 2008, the Company received $17.680 million of capital funding from the Department of the Treasury, and the capital is considered senior preferred stock. Under the terms of the Series A Preferred Stock, the Company is required to pay on a quarterly basis a dividend rate of 5% per year for the first five years, after which the dividend rate automatically increases to 9% per year. The Company made dividend payments for this capital on a quarterly basis from February 2009 through May 2010, at which time the Company began deferring the payment of such dividends. The Company may defer dividend payments, but the dividend is a cumulative dividend that accumulates for payment in the future, and the failure to pay dividends for six dividend periods would trigger board appointment rights for the holder of the preferred stock. The Company paid certain deferred and current payments during 2012 and paid all remaining outstanding deferred payments on August 21, 2012. During 2013, the Company repurchased 7,000 shares of the original 17,680 shares of Series A Preferred Stock. The Company funded the repurchase through the earnings of its banking subsidiary. The form of the repurchase was a redemption under the terms of the Series A Preferred Stock. The Company paid the Treasury $7.0 million, which represented 100% of the par value of the preferred stock repurchased plus accrued dividends with respect to such shares. 21 As of December 31, 2013, the Company was current in its payment of dividends with respect to the Series A Preferred Stock. PURCHASES OF EQUITY SECURITES BY THE ISSUER The Company does not currently have in place a repurchase program with respect to any of its securities. In addition, the Company did not repurchase any of its securities during the year ended December 31, 2013. STOCK PERFORMANCE GRAPH The stock performance graph set forth below shows the cumulative stockholder return on the Company’s common stock during the period from December 31, 2008, to December 31, 2013, as compared with (i) an overall stock market index, the NASDAQ Composite Index, and (ii) a published industry index, the SNL Bank and Thrift Index. The graph assumes that $100 was invested on December 31, 2008 in the Company’s common stock and in each of the comparable indices and that dividends were reinvested. Total Return Performance Community Bankers Trust Corporation NASDAQ Composite SNL Bank and Thrift 350 300 250 200 150 100 50 0 e u l a V x e d n I 12/31/08 12/31/09 12/31/10 12/31/11 12/31/12 12/31/13 Period Ending Index Community Bankers Trust Corporation NASDAQ Composite SNL Bank and Thrift 12/31/08 12/31/09 12/31/10 12/31/11 12/31/12 93.83 200.63 115.00 113.86 145.36 98.66 100.00 100.00 100.00 37.18 171.74 110.14 40.72 170.38 85.64 12/31/13 133.13 281.22 157.46 22 ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected financial data for the Company over each of the past five years ended December 31. The historical results included below and elsewhere in this report are not indicative of the future performance of the Company and its subsidiaries. (dollars in thousands, except per share amounts) Results of Operations Interest and dividend income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest income Noninterest expenses Income (loss) before income taxes Income tax expense (benefit) Net income (loss) Financial Condition Assets FDIC indemnification asset Loans, covered by FDIC shared- loss agreements Loans, net of unearned income (excluding covered loans) Deposits Stockholders’ equity Ratios Return on average assets Return on average equity Non-GAAP return on average tangible assets (1) Non-GAAP return on average tangible common equity (1) Efficiency ratio (2) Equity to assets Loan to deposits Average tangible common equity / average tangible assets Asset Quality Allowance for loan losses (non- covered) Allowance for loan losses / non- covered loans (3) Allowance for loan losses / nonperforming non-covered loans (3) Allowance for loan losses / nonaccrual non-covered loans (3) Non-covered nonperforming assets / non-covered loans and non- covered other real estate (3) 2013 2012 Year ended December 31 2011 2010 2009 $ $ $ 50,045 7,078 42,967 - 42,967 4,724 39,288 8,403 2,497 5,906 1,089,532 25,409 $ $ $ 53,719 9,692 44,027 1,200 42,827 6,206 41,303 7,730 2,148 5,582 1,153,288 33,837 $ $ $ 56,035 12,228 43,807 1,498 42,309 8,233 49,038 1,504 60 1,444 1,092,496 42,641 $ $ $ 58,926 18,389 40,537 27,363 13,174 9,847 53,456 (30,435) (9,442) (20,993) 1,115,594 58,369 $ $ $ 64,520 25,134 39,386 19,089 20,297 26,400 76,120 (29,423) 404 (29,827) 1,226,723 76,107 73,275 84,637 97,561 115,537 150,935 596,173 892,341 106,659 575,482 974,318 115,317 544,718 933,491 111,180 525,548 961,725 107,127 578,629 1,031,402 131,102 0.53% 5.22% 0.66% 8.38% 82.38% 9.79% 75.02% 7.90% 0.50% 4.85% 0.65% 8.31% 82.22% 10.00% 67.75% 7.77% 0.13% 1.32% 0.28% 3.80% 94.23% 10.18% 68.80% 7.25% (1.75%) (17.53%) (1.17%) (16.60%) 106.10% 9.60% 66.66% 7.04% (2.37%) (19.31%) 0.30% 3.74% 115.71% 10.69% 70.74% 7.89% $ 10,444 $ 12,920 $ 14,835 $ 25,543 $ 18,169 1.75% 2.25% 2.72% 4.86% 3.14% 86.28% 86.28% 59.93% 61.38% 48.56% 51.97% 69.18% 69.92% 89.69% 90.80% 3.05% 5.52% 7.35% 8.06% 3.77% 23 Per Share Data Earnings per share, basic Earnings per share, diluted Non-GAAP earnings per share, diluted (1) Cash dividends paid Market value per share Book value per tangible common share Price to earnings ratio, diluted Price to common book value ratio Dividend payout ratio Weighted average shares outstanding, basic Weighted average shares outstanding, diluted Capital Ratios Leverage Ratio Tier 1 risk-based capital ratio Total risk-based capital ratio 2013 2012 Year ended December 31 2011 2010 2009 $ 0.22 0.22 $ 0.21 0.21 $ 0.02 0.02 $ (1.03) (1.03) $ (1.43) (1.43) 0.33 - 3.76 4.07 17.09 86.0% n/a 0.33 - 2.65 3.92 12.62 59.3% n/a 0.14 - 1.15 3.58 57.50 26.5% n/a (0.64) 859 1.05 3.46 (1.02) 25.3% (3.89%) 0.17 3,435 3.21 4.24 (2.24) 60.9% (11.15%) 21,699,964 21,647,372 21,565,366 21,468,455 21,468,455 22,211,228 21,717,499 21,565,366 21,468,455 21,468,455 9.52% 15.62% 16.82% 9.41% 15.79% 16.87% 8.91% 15.01% 16.16% 8.12% 14.40% 15.58% 8.93% 14.82% 16.03% (1) Refer to the “Non-GAAP Measures” section in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a reconciliation. (2) The efficiency ratio is calculated by dividing noninterest expense over the sum of net interest income plus noninterest income. (3) Excludes assets covered by FDIC shared-loss agreements. 24 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the financial condition at December 31, 2013 and results of operations for the year ended December 31, 2013 of Community Bankers Trust Corporation (the “Company”) should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes to consolidated financial statements included in this report. GENERAL The Company is a bank holding company that was incorporated in 2005. The Company is headquartered in Glen Allen, Virginia and is the holding company for Essex Bank (the “Bank”), a Virginia state bank with 19 full-service offices in Virginia and Maryland. The Bank also operates two loan production offices in Virginia. The Bank was established in 1926. The Bank engages in a general commercial banking business and provides a wide range of financial services primarily to individuals and small businesses, including individual and commercial demand and time deposit accounts, commercial and industrial loans, consumer and small business loans, real estate and mortgage loans, investment services, on-line and mobile banking products, and safe deposit box facilities. Thirteen offices are located in Virginia, from the Chesapeake Bay to just west of Richmond, and six are located in Maryland along the Baltimore-Washington corridor. Prior to November 8, 2013, the Bank also had four full-service offices in Georgia. The Bank sold those offices and related deposits to Community & Southern Bank on November 8, 2013. The Company generates a significant amount of its income from the net interest income earned by the Bank. Net interest income is the difference between interest income and interest expense. Interest income depends on the amount of interest earning assets outstanding during the period and the interest rates earned thereon. The Company’s cost of funds is a function of the average amount of interest bearing deposits and borrowed money outstanding during the period and the interest rates paid thereon. The quality of the assets further influences the amount of interest income lost on nonaccrual loans and the amount of additions to the allowance for loan losses. Additionally, the Bank earns noninterest income from service charges on deposit accounts and other fee or commission-based services and products. Other sources of noninterest income can include gains or losses on securities transactions, gains from loan sales, transactions involving bank-owned property, and income from Bank Owned Life Insurance (“BOLI”) policies. The Company’s income is offset by noninterest expense, which consists of salaries and benefits, occupancy and equipment costs, professional fees, the amortization of intangible assets and other operational expenses. The provision for loan losses and income taxes materially affect income. CAUTION ABOUT FORWARD-LOOKING STATEMENTS The Company makes certain forward-looking statements in this report that are subject to risks and uncertainties. These forward- looking statements include statements regarding our profitability, liquidity, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals. These forward-looking statements are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import. These forward-looking statements are subject to significant uncertainties because they are based upon or are affected by factors, including, without limitation, the effects of and changes in the following: • • • • • • • • • • the quality or composition of the Company’s loan or investment portfolios, including collateral values and the repayment abilities of borrowers and issuers; assumptions that underlie the Company’s allowance for loan losses; general economic and market conditions, either nationally or in the Company’s market areas; the interest rate environment; competitive pressures among banks and financial institutions or from companies outside the banking industry; real estate values; the demand for deposit, loan, and investment products and other financial services; the demand, development and acceptance of new products and services; the performance of vendors or other parties with which the Company does business; time and costs associated with de novo branching, acquisitions, dispositions and similar transactions; 25 • • • • • • • • • • • the realization of gains and expense savings from acquisitions, dispositions and similar transactions; assumptions and estimates that underlie the accounting for loan pools under the shared-loss agreements; consumer profiles and spending and savings habits; levels of fraud in the banking industry; the level of attempted cyber attacks in the banking industry; the securities and credit markets; costs associated with the integration of banking and other internal operations; the soundness of other financial institutions with which the Company does business; inflation; technology; and legislative and regulatory requirements. These factors and additional risks and uncertainties are described in the “Risk Factors” discussion in Part I, Item 1A, of this report. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. CRITICAL ACCOUNTING POLICIES The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The financial information contained within the statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained when either earning income, recognizing an expense, recovering an asset or relieving a liability. For example, the Company uses historical loss factors as one factor in determining the inherent loss that may be present in its loan portfolio. Actual losses could differ significantly from the historical factors that the Company uses. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of the Company’s transactions would be the same, the timing of events that would impact its transactions could change. The following is a summary of the Company’s critical accounting policies that are highly dependent on estimates, assumptions and judgments. Allowance for Loan Losses on Non-covered Loans The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is an amount that management believes is appropriate to absorb estimated losses relating to specifically identified loans, as well as probable credit losses inherent in the balance of the loan portfolio, based on an evaluation of the collectability of existing loans and prior loss experience. This quarterly evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrower’s ability to pay. This evaluation does not include the effects of expected losses on specific loans or groups of loans that are related to future events or expected changes in economic conditions. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses and may require the Bank to make additions to the allowance based on their judgment about information available to them at the time of their examinations. The allowance consists of specific and general components. For loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the 26 carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. A loan is considered impaired when, based on current information and events, management believes that it is more likely than not that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, availability of current financial information, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of the expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment disclosures. Accounting for Certain Loans or Debt Securities Acquired in a Transfer FASB ASC 310, Receivables requires acquired loans to be recorded at fair value and prohibits carrying over valuation allowances in the initial accounting for acquired impaired loans. Loans carried at fair value, mortgage loans held for sale, and loans to borrowers in good standing under revolving credit arrangements are excluded from the scope of FASB ASC 310 which limits the yield that may be accreted to the excess of the undiscounted expected cash flows over the investor’s initial investment in the loan. The excess of the contractual cash flows over expected cash flows may not be recognized as an adjustment of yield. Subsequent increases in cash flows to be collected are recognized prospectively through an adjustment of the loan’s yield over its remaining life. Decreases in expected cash flows are recognized as impairments through allowance for loan losses. The Company’s acquired loans from the SFSB transaction (the “covered loans”), subject to FASB ASC Topic 805, Business Combinations (formerly SFAS 141(R)), are recorded at fair value and no separate valuation allowance was recorded at the date of acquisition. FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (formerly SOP 03-3), applies to loans acquired in a transfer with evidence of deterioration of credit quality for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. The Company is applying the provisions of FASB ASC 310- 30 to all loans acquired in the SFSB transaction. The Company has grouped loans together based on common risk characteristics including product type, delinquency status and loan documentation requirements among others. The covered loans acquired are subject to credit review standards described above for non-covered loans. If and when credit deterioration occurs subsequent to the acquisition date, a provision for credit loss for covered loans will be charged to earnings for the full amount without regard to the shared-loss agreements. The Company has made an estimate of the total cash flows it expects to collect from each pool of loans, which includes undiscounted expected principal and interest. The excess of that amount over the fair value of the pool is referred to as accretable yield. Accretable yield is recognized as interest income on a constant yield basis over the life of the pool. The Company also determines each pool’s contractual principal and contractual interest payments. The excess of that amount over the total cash flows it expects to collect from the pool is referred to as nonaccretable difference, which is not accreted into income. Judgmental prepayment assumptions are applied to both contractually required payments and cash flows expected to be collected at acquisition. Over the life of the loan or pool, the Company continues to estimate cash flows expected to be collected. Subsequent decreases in cash flows expected to be collected over the life of the pool are recognized as an impairment in the current period through allowance for loan losses. Subsequent increases in expected or actual cash flows are first used to reverse any existing valuation allowance for that loan or pool. Any remaining increase in cash flows expected to be collected is recognized as an adjustment to the accretable yield with the amount of periodic accretion adjusted over the remaining life of the pool. FDIC Indemnification Asset The Company is accounting for the shared-loss agreements as an indemnification asset pursuant to the guidance in FASB ASC 805, Business Combinations. The FDIC indemnification asset is required to be measured in the same manner as the asset or liability to which it relates. The FDIC indemnification asset is measured separately from the covered loans and other real estate owned assets (OREO) because it is not contractually embedded in the covered loan and OREO assets, and is not transferable should the Company choose to dispose of them. Fair value was estimated using projected cash flows available for loss sharing based on the credit adjustments estimated for each loan pool and other real estate owned and the loss sharing percentages outlined in the shared-loss 27 agreements. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. Because the acquired loans are subject to shared-loss agreements and a corresponding indemnification asset exists to represent the value of expected payments from the FDIC, increases and decreases in loan accretable yield due to changing loss expectations will also have an impact to the valuation of the FDIC indemnification asset. Improvement in loss expectations will typically increase loan accretable yield and decrease the value of the FDIC indemnification asset, and in some instances, result in an amortizable premium on the FDIC indemnification asset. Increases in loss expectations will typically be recognized as impairment in the current period through allowance for loan losses, resulting in additional noninterest income for the amount of the increase in the FDIC indemnification asset. Other Intangibles FASB ASC 805, Business Combinations, requires that the purchase method of accounting be used for all business combinations after June 30, 2001. With purchase acquisitions, the Company is required to record assets acquired, including any intangible assets, and liabilities assumed at fair value, which involves relying on estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analysis or other valuation methods. The Company records intangibles under FASB ASC 350, Intangibles, which states that acquired intangible assets (such as core deposit intangibles) are separately recognized if the benefit of the assets can be sold, transferred, licensed, rented, or exchanged, and amortized over their useful lives. The Company followed FASB ASC 350 and determined that any core deposit intangibles will be amortized over the estimated useful life. Core deposit intangible amortization expense charged to operations was $2.2 million for the year ended December 31, 2013 and $2.3 million for each of the years ended December 31, 2012 and 2011. Core deposit intangibles are evaluated for impairment in accordance with FASB ASC 350. Income Taxes Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income. Under FASB ASC 740, Income Taxes, a valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. In management’s opinion, based on a three year taxable income projection, tax strategies which would result in potential securities gains and the effects of off-setting deferred tax liabilities, it is more likely than not that the deferred tax assets are realizable. The Company and its subsidiaries are subject to U. S. federal income tax as well as various state income taxes. Years 2010 through 2013 are open to examination by the respective tax authorities Other Real Estate Owned Real estate acquired through, or in lieu of, loan foreclosure is held for sale and is initially recorded at the fair value at the date of foreclosure net of estimated selling costs, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of the carrying amount or the fair value less costs to sell. Revenues and expenses from operations and changes in the valuation allowance are included in other operating expenses. Costs to bring a property to salable condition are capitalized up to the fair value of the property while costs to maintain a property in salable condition are expensed as incurred. The Company had $6.2 million and $10.8 million in other real estate, non-covered at December 31, 2013 and 2012, respectively, and $2.7 million and $3.4 million in other real estate, covered at December 31, 2013 and 2012, respectively. 28 OVERVIEW At December 31, 2013, the Company had total assets of $1.090 billion, a decrease of $63.8 million, or 5.5%, from total assets of $1.153 billion at December 31, 2012. Total loans were $669.4 million at December 31, 2013, increasing $9.3 million from $660.1 million at December 31, 2012. On November 8, 2013, the Company sold $24.3 million of loans related to the Georgia franchise to another financial institution. These loans were replenished by $27.2 million of loan growth during the fourth quarter. As anticipated, the carrying value of FDIC covered loans declined $11.4 million, or 13.4%, since December 31, 2012 and were $73.3 million at December 31, 2013. Non-covered loans equaled $596.2 million at December 31, 2013, compared with $575.5 million at December 31, 2012. The Company's securities portfolio, including equity securities, decreased $56.1 million, or 15.6%, from $358.8 million at December 31, 2012 to $302.7 million at December 31, 2013. Realized gains were $518,000 during 2013 through sales and call activity. This is a decrease of $974,000 from $1.5 million in securities gains realized in 2012. The Company took a short-term position in a $40 million U.S. Treasury issue at December 31, 2012 to fully invest short-term excess cash balances on deposit by local municipal governments. The issue matured in the first quarter of 2013 and is the primary factor for the decrease in securities balances from December 31, 2012. The maturity of these funds was not reinvested but was offset by a decline in public funds. The Company is required to account for the effect of market changes in the value of securities available-for-sale (AFS) under FASB ASC 320, Investments - Debt and Equity Securities. The market value of the December 31, 2013 and December 31, 2012 AFS portfolio was $265.8 million and $309.1 million, respectively. The Company had a net unrealized (loss)/gain in the AFS portfolio of $(6.0 million) and $5.9 million at December 31, 2013 and 2012, respectively. Interest bearing deposits at December 31, 2013 were $822.2 million, a decrease of $74.1 million from December 31, 2012. During the fourth quarter, the Company added $64.9 million in short-term certificates of deposit to fund the sale of the Georgia operations, which closed on November 8, 2013, resulting in the divestiture of $193.2 million in deposits. Time deposits $100,000 and over increased $40.0 million during the year ended December 31, 2013 as management obtained $64.9 million in short-term brokered certificates of deposit to fund the sale of the Georgia operations. Low cost NOW accounts decreased $40.8 million or 28.6% during 2013. Savings deposits decreased $2.3 million during the year ended December 31, 2013. Time deposits less than $100,000 decreased $51.9 million during 2013. MMDA accounts declined $19.0 million during the year ended December 31, 2013 and were $94.2 million. The sale of the Georgia operations was the overriding contributor to the declines in these various categories. The Company had Federal Home Loan Bank advances (FHLB) of $77.1 million at December 31, 2013 compared with $49.8 million at December 31, 2012. The blended rate on the average balance of these borrowings was 1.25% for the year ended December 31, 2013. This is a decline from the year end 2012 cost of 2.59%. The Company used a combination of retail deposit growth, brokered deposits and FHLB advances to fund the sale of the Georgia operations. Stockholders' equity was $106.7 million at December 31, 2013 and $115.3 million at December 31, 2012. During 2013, the Company retired $7.0 million of its outstanding TARP preferred stock, which lowered its equity base. However, the equity-to-asset ratios remained solid at 9.8%, and 10.0%, respectively, at December 31, 2013 and December 31, 2012. RESULTS OF OPERATIONS Net Income For the year ended December 31, 2013 compared to the year ended December 31, 2012, net income increased $324,000, or 5.8%, from net income of $5.6 million in 2012 to net income of $5.9 million in 2013. Net income available to common stockholders was $4.8 million, or $0.22 per common share on a diluted basis, for the year ended December 31, 2013 compared with net income available to common stockholders of $4.5 million, or $0.21 per common share on a diluted basis, for the year ended December 31, 2012. While the net interest margin and net interest earnings were squeezed, as has been typical in the industry, the Company benefitted from no provision for loan losses during 2013 as asset quality continues to improve. For the year ended December 31, 2012 compared to the year ended December 31, 2011, net income increased $4.1 million, or 286.6%, from net income of $1.4 million in 2011 to net income of $5.6 million in 2012. Net income available to common stockholders was $4.5 million, or $0.21 per common share on a diluted basis, for the year ended December 31, 2012 compared with net income available to common stockholders of $354,000, or $0.02 per common share on a diluted basis, for the year ended December 31, 2011. The increase of $4.1 million in net income available to common stockholders was driven by a decrease in noninterest expense of $6.6 million, or 14.3%, a decrease in noninterest income of $907,000, or 16.8%, and a reduction in provision for loan losses of $298,000, or 19.9%. This increase was offset by an increase in income tax expense of $2.1 million. 29 Net Interest Income The Company’s operating results depend primarily on its net interest income, which is the difference between interest income on interest earning assets, including securities and loans, and interest expense incurred on interest bearing liabilities, including deposits and other borrowed funds. Net interest income is affected by changes in the amount and mix of interest earning assets and interest bearing liabilities, referred to as a “volume change.” It is also affected by changes in yields earned on interest earning assets and rates paid on interest bearing deposits and other borrowed funds, referred to as a “rate change.” For the year ended December 31, 2013, net interest income of $43.0 million decreased $1.1 million, or 2.4%, from net interest income of $44.0 million for the year ended December 31, 2012. The Company's net interest spread declined from 4.46% for the year ended December 31, 2012 to 4.25% for the same period in 2013. Interest spread is the product of yield on earning assets less cost of total interest bearing liabilities. While the cost of interest bearing liabilities declined from 1.06% to 0.77% during the comparison period, the yield on earning assets declined by 50 basis points to 5.02% for the 2013 year. The result was a net interest margin of 4.32% for the year ended December 31, 2013, compared with 4.53% for the 2012 year. Net interest income was $44.0 million for the year ended December 31, 2012, compared with $43.8 million for the year ended December 31, 2011. This represents an increase of $220,000 in net interest income for 2012. A decline of $2.3 million in the yield on earning assets was virtually offset by a decline of $2.5 million in the cost of interest bearing liabilities, which resulted in the increase of 0.5% in net interest income. The tax equivalent net interest margin decreased from 4.72% for the year ended December 31, 2011 to 4.53% for the year ended December 31, 2012. This was driven by a decrease in interest spread from 4.66% in 2011 to 4.46% in 2012. Interest and fees on non-covered loans decreased $962,000, or 3.1%, to $29.7 million during 2013. Interest and fee income on covered loans equaled $11.9 million during 2013. Cost of interest bearing liabilities during 2013 totaled $7.1 million, of which interest on deposits was $6.4 million. This compares with $9.7 million in total interest expense and $8.5 million in interest on deposits, respectively, in 2012. Interest and fees on non-covered loans increased $1.4 million, or 4.7%, to $30.7 million during 2012. Interest and fee income on covered loans equaled $14.1 million during 2012. Cost of interest bearing liabilities during 2012 totaled $9.7 million, of which interest on deposits was $8.5 million. This compares with $12.2 million in total interest expense and $10.8 million in interest on deposits, respectively, in 2011. The Company’s total loan to deposit ratio was 75.02% at December 31, 2013 versus 67.75% at December 31, 2012. While total loans increased $9.3 million in 2013 compared to 2012, the 7.3% increase is mainly attributable to the $82 million decline in deposit balances in 2013, due to the Georgia branch sale. The Company’s total loan to deposit ratio was 67.75% at December 31, 2012 versus 68.80% at December 31, 2011. The ratio remained fairly constant during the year as management was successful in generating new loan growth in the later part of 2012. This was offset by a decline of $12.9 million in the self-liquidating covered loan portfolio. Deposit balances also grew $40.8 million in 2012, which downwardly affected the total loan to deposit ratio. 30 The following table presents the total amount of average balances, interest income from average interest earning assets and the resulting yields, as well as the interest expense on average interest bearing liabilities, expressed both in dollars and rates. Except as indicated in the footnote, no tax equivalent adjustments were made. Any non-accruing loans have been included in the table as loans carrying a zero yield. NET INTEREST MARGIN ANALYSIS AVERAGE BALANCE SHEET (Dollars in thousands) Year ended December 31, 2013 Year ended December 31, 2012 Year ended December 31, 2011 Average Balance Sheet Interest Income/ Expense Average Rates Earned/ Paid Average Balance Sheet Interest Income/ Expense Average Rates Earned/ Paid Average Balance Sheet Interest Income/ Expense Average Rates Earned/ Paid $ 585,343 $ 29,696 5.07% $ 556,113 $ 30,658 5.51% $ 510,940 $ 29,272 5.73% 11,936 41,632 58 3 7,693 998 50,384 15.08% 6.27% 0.26% 0.10% 2.63% 4.92% 5.02% 14,105 44,763 54 5 8,408 741 53,971 15.42% 6.91% 0.24% 0.11% 2.90% 5.63% 5.52% 91,489 647,602 22,425 4,254 289,617 13,168 977,066 (14,601) 145,507 17,576 46,848 65 6 8,091 1,553 56,563 16.81% 7.61% 0.26% 0.14% 3.03% 5.80% 6.02% 104,558 615,498 25,678 4,036 266,887 26,768 938,867 (19,614) 160,217 $1,107,972 $1,079,470 ASSETS: Loans, including fees Loans covered by FDIC loss share Total loans Interest bearing bank balances Federal funds sold Investments (taxable) Investments (tax exempt)(1) 79,140 664,483 22,423 3,453 292,618 20,294 Total earning assets 1,003,271 Allowance for loan losses Non-earning assets Total assets (12,352) 130,033 $ 1,120,952 LIABILITIES AND STOCKHOLDERS' EQUITY Demand deposits - interest bearing Savings Time deposits Total interest bearing deposits Fed funds purchased FHLB and other borrowings Total interest bearing liabilities Non-interest bearing deposits Other liabilities Total liabilities Stockholders' equity Total liabilities and $ 238,545 81,368 546,788 866,701 558 56,269 $ 742 277 5,351 6,370 4 704 0.31% 0.34% 0.98% 0.73% 0.73% 1.25% $ 238,418 $ 859 74,129 556,784 869,331 1,348 45,359 256 7,393 8,508 9 1,175 0.36% 0.35% 1.33% 0.98% 0.64% 2.59% $ 234,180 $ 1,323 67,469 558,239 859,888 191 41,124 347 9,145 10,815 1 1,412 923,528 7,078 0.77% 916,038 9,692 1.06% 901,203 12,228 80,326 3,933 1,007,787 113,165 72,391 4,532 992,961 115,011 64,150 4,998 970,351 109,119 Stockholders’ equity $ 1,120,952 $1,107,972 $1,079,470 Net interest earnings Interest spread Net interest margin $ 43,306 $ 44,279 $ 44,335 4.25% 4.32% 4.46% 4.53% (1) Income and yields are reported on a tax equivalent basis assuming a federal tax rate of 34%. 0.56% 0.51% 1.64% 1.26% 0.63% 3.43% 1.36% 4.66% 4.72% 31 The following table presents changes in interest income and interest expense and distinguishes between the changes related to increases or decreases in average outstanding balances of interest earning assets and interest bearing liabilities (volume), and the changes related to increases or decreases in average interest rates on such assets and liabilities (rate). No tax equivalent adjustments were made. EFFECT OF RATE-VOLUME CHANGE ON NET INTEREST INCOME FOR THE YEAR ENDED DECEMBER 31, 2013 AND 2012 (Dollars in thousands) 2013 compared to 2012 Increase (Decrease) 2012 compared to 2011 Increase (Decrease) Volume Rate Total Volume Rate Total Interest Income: Loans, including fees Loans covered by FDIC loss share Interest bearing bank balances Federal funds sold Investments $ $ 1,611 (1,904) — (1) 298 Total earning assets Interest Expense: Demand deposits Savings deposits Time deposits Total deposits Other borrowed funds Total interest bearing liabilities Net increase (decrease) in net interest income Provision for Loan Losses $ (2,573) (265) 4 (1) (843) (3,678) (117) (4) (1,909) (2,030) (731) (2,761) (962) (2,169) 4 (2) (545) (3,674) (117) 21 (2,042) (2,138) (475) (2,613) $ $ 2,588 (2,197) (8) — 283 666 24 34 (24) 34 184 218 $ (1,202) (1,274) (3) (1) (502) 1,386 (3,471) (11) (1) (219) (2,982) (2,316) (488) (123) (1,730) (2,341) (413) (464) (89) (1,754) (2,307) (229) (2,754) (2,536) 4 — 25 (133) (108) 256 148 $ (144) $ (917) $ (1,061) $ 448 $ (228) $ 220 Management actively monitors the Company’s asset quality and provides specific loss provisions when necessary. Provisions for loan losses are charged to income to bring the total allowance for loan losses to a level deemed appropriate by management of the Company based on such factors as historical credit loss experience, industry diversification of the commercial loan portfolio, the amount of nonperforming loans and related collateral, the volume growth and composition of the loan portfolio, current economic conditions that may affect the borrower’s ability to pay and the value of collateral, the evaluation of the loan portfolio through the internal loan review function and other relevant factors. See Allowance for Loan Losses on Non-covered Loans in the Critical Accounting Policies section above for further discussion. Loans are charged-off against the allowance for loan losses when appropriate. Although management believes it uses the best information available to make determinations with respect to the provision for loan losses, future adjustments may be necessary if economic conditions differ from the assumptions used in making the initial determinations. Management also actively monitors its covered loan portfolio for impairment and necessary loan loss provisions. Provisions for covered loans may be necessary due to a change in expected cash flows or an increase in expected losses within a pool of loans. The Company did not record a provision for loan losses in 2013. The Company records a separate provision for loan losses for its non-covered loan portfolio and its FDIC covered loan portfolio. There was no provision for loan losses on the FDIC covered loan portfolio during 2013. Likewise, there was no provision for loan losses on the non-covered loan portfolio during 2013. For the non- covered loan portfolio, this was the direct result of continued improvement in loan quality as evidenced by the decreasing amount of nonaccrual loans as well as a much lower volume of net charge-offs taken during the year versus the prior two years. A decrease in the level of nonperforming assets to loans and other real estate owned and the level of net charge-offs for the periods has resulted in the increased coverage levels. The provision for loan losses was $1.2 million for the year ended December 31, 2012 compared with $1.5 million for the year ended December 31, 2011.The provision for loan losses on non-covered loans was $1.5 million for the year ended December 31, 2012 compared with $1.5 million for the year ended December 31, 2011. The provision for loan losses on covered loans was a $250,000 credit for the year ended December 31, 2012, which was the result of improvement in expected losses on the Company’s FDIC covered portfolio, which the Company recognized in the first quarter of the year. There was no provision for the covered loan portfolio for the year ended December 31, 2011. 32 The allowance for loan losses was 86.3% of non-covered nonaccrual loans at December 31, 2013, compared with 61.4% of non- covered nonaccrual loans at December 31, 2012. The ratio of allowance for loan losses to total non-covered loans was 1.75% at December 31, 2013, compared with 2.25% at December 31, 2012. Net charged-off loans were $2.5 million in 2013, compared with $3.4 million in 2012. While the covered loan portfolio contains significant risk, it was considered in determining the initial fair value, which was reflected in adjustments recorded at the time of the SFSB transaction, less the FDIC guaranteed portion of losses on covered assets. See the Asset Quality discussion below for further analysis. Noninterest Income Noninterest income declined $1.5 million, or 23.9%, when comparing the years ended December 31, 2013 and December 31, 2012. Noninterest income of $4.7 million for 2013 compares with $6.2 million for 2012. A decrease of $974,000 in gains on sales of securities represented the largest decrease. Realized gains were $1.5 million in 2012 compared with $518,000 for the same period in 2013. During much of 2012, the Company repositioned the securities portfolio to reduce interest rate risk in a rising rate environment. Gain/(loss) on sale of other loans declined $359,000 and other noninterest income declined $152,000, the result of fewer billable losses under shared-loss agreements reimbursed by the FDIC. For the year ended December 31, 2012, noninterest income equaled $6.2 million, compared with $8.2 million for the year ended December 31, 2011. This reduction of $2.0 million was due to a decrease in gain on sale of securities of $1.4 million, from $2.9 million for the year ended December 31, 2011 to $1.5 million for the same period in 2012. Other noninterest income also declined $884,000 for the year ended December 31, 2012 compared with the same period in 2011. Other noninterest income was $2.0 million for the year ended December 31, 2012 and $2.9 million for the year ended December 31, 2011. Noninterest Expenses For the year ended December 31, 2013, noninterest expenses were $39.3 million, a decrease of $2.0 million from noninterest expenses of $41.3 million for the year ended December 31, 2012. FDIC assessment declined $642,000, or 43.2%, from $1.5 million for the year ended December 31, 2012 to $843,000 for the year ended December 31, 2013 due to rate decreases by the FDIC. Salaries and employee benefits were down $530,000, or 3.2%, for the same time frame. This was the result of a combination of the decrease in workforce due to the Georgia branch sale and attrition absorbed by the Company. FDIC indemnification asset amortization of $6.4 million for the year ended December 31, 2013 represented a decrease of $487,000, or 7.0%, from $6.9 million during 2012. Amortization of the FDIC indemnification asset is the result of better than expected performance on the covered loan portfolio. This better than expected performance also resulted in increased accretable yield and interest income on the covered loan portfolio. For the year ended December 31, 2012, noninterest expenses declined $7.7 million, or 15.8%, when compared with the same period in 2011. Noninterest expenses were $49.0 million for the year ended December 31, 2011 and declined to $41.3 million for the same period in 2012. FDIC indemnification asset amortization was the largest component of this change, from $10.4 million for the year ended December 31, 2011 to $6.9 million for the year ended December 31, 2012. This represents a decrease of $3.4 million or 33.1%. FDIC assessment decreased $1.3 million, and was $2.8 million for the year ended December 31, 2011 compared with $1.5 million for the same period in 2012, a decrease of 46.7%. Other real estate expense declined $1.3 million, or 34.2%, from $3.8 million for the year ended December 31, 2011 to $2.5 million for the same period in 2012. The main contributor to this decline was a $1.0 million reduction in loss on OREO sale and valuation expense. Other operating expenses were $5.5 million and declined $663,000 from $6.2 million for the year ended December 31, 2011. Additional declines for the year ended December 31, 2012 compared with the year ended December 31, 2011 were $393,000 in legal fees, $192,000 in professional fees, $179,000 in occupancy expenses, $150,000 in equipment expenses, $92,000 in salaries and employee benefits and $40,000 in data processing fees. The decrease in legal fees and professional fees were primarily a reflection of improved credit quality. Other improvements reflect a concerted effort on the part of management to drive overhead expenses lower. Income Taxes For the year ended December 31, 2013, income tax expense was $2.5 million, compared with income tax expense of $2.1 million and $60,000 for the years ended December 31, 2012 and 2011, respectively. The Company has evaluated the need for a deferred tax valuation allowance for the years ended December 31, 2013 and 2012 in accordance with FASB ASC 740, Income Taxes. Based on a three year taxable income projection, tax strategies which would result in potential securities gains and the effects of off-setting deferred tax liabilities, the Company believes that it is more likely than not that the deferred tax assets are realizable. Therefore, no allowance was required. 33 Loans Total loans, including FDIC covered loans, at December 31, 2013 were $669.4 million, an increase of $9.3 million, compared with $660.1 million at December 31, 2012. The fair value of covered loans aggregated $73.3 million and $84.6 million at December 31, 2013 and 2012, respectively. The non-covered loan portfolio increased $20.7 million, or 3.6% during 2013. Excluding the sale of $24.3 million in loans related to the Company’s former Georgia branches, loan growth would have been $45.0 million during 2013. The Company is aggressively working to change the mix of the non-covered portfolio away from large construction and land development loans and more into commercial, small business and consumer secured installment loans. The following tables indicate the total dollar amount of loans outstanding and the percentage of gross loans as of December 31 of the years presented (dollars in thousands): Mortgage loans on real estate Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Gross loans Less unearned income on loans Loans, net of unearned income Mortgage loans on real estate Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Gross loans Less unearned income on loans Loans, net of unearned income Non-covered loans 2013 Covered Loans Total Loans $ 141,974 239,389 54,745 6,369 35,774 9,267 487,518 101,761 5,623 1,435 (164) $ 596,173 88.18% $ 206,584 23.81% $ 64,610 240,778 1.90 1,389 40.14 57,685 4.01 2,940 9.18 10,267 5.32 3,898 1.07 36,040 0.36 266 6.00 9,439 0.23 172 1.55 560,793 73,275 100.00 81.75 101,761 17.07 — — 5,623 — — 0.94 1,435 — — 0.24 669,612 (164) $ 669,448 — $ 73,275 73,275 100.00% 596,337 100.00% 30.85% 35.96 8.61 1.53 5.38 1.42 83.75 15.20 0.84 0.21 100.00% Non-covered loans 2012 Covered Loans Total Loans $ 135,420 246,521 61,127 7,230 28,683 10,359 489,340 77,835 6,929 1,526 (148) $ 575,482 1,986 3,264 4,864 304 172 2.35 3.86 5.75 0.36 0.20 84,636 99.99 — — 0.01 — — 23.53% $ 74,046 87.47% $ 209,466 248,507 42.83 64,391 10.62 12,094 1.26 28,987 4.98 10,531 1.79 573,976 85.01 77,835 13.52 6,930 1.20 1,526 0.27 84,637 100.00% 660,267 (148) $ 660,119 — $ 84,637 1 575,630 100.00% 31.73% 37.64 9.75 1.83 4.39 1.59 86.93 11.79 1.05 0.23 100.00% 34 Mortgage loans on real estate Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Gross loans Less unearned income on loans Loans, net of unearned income Mortgage loans on real estate Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Gross loans Less unearned income on loans Loans, net of unearned income Mortgage loans on real estate Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Gross loans Less unearned income on loans Loans, net of unearned income Non-covered loans 2011 Covered Loans Total Loans $ 127,200 220,471 75,691 8,129 19,746 11,444 462,681 72,149 8,461 1,659 (232) $ 544,718 2,170 4,260 5,894 316 179 2.22 4.38 6.04 0.32 0.18 97,553 99.99 — — 0.01 — — 23.34% $ 84,734 86.85% $ 211,934 222,641 40.46 79,951 13.89 14,023 1.49 20,062 3.62 11,623 2.10 560,234 84.90 72,149 13.24 8,469 1.55 1,659 0.31 97,561 100.00% 642,511 (232) $ 642,279 — $ 97,561 8 544,950 100.00% 32.99% 34.65 12.44 2.18 3.12 1.81 87.19 11.23 1.32 0.26 100.00% Non-covered loans 2010 Covered Loans Total Loans $ 137,522 205,034 103,763 9,680 9,831 3,820 469,650 44,368 9,811 1,993 26.15% $ 99,312 85.96% $ 236,834 207,834 38.99 109,514 19.73 17,222 1.84 9,869 1.87 3,820 0.73 585,093 89.31 44,368 8.44 9,905 1.87 1,993 0.38 525,822 100.00% 115,537 100.00% 641,359 (274) $ 641,085 2.42 2,800 4.98 5,751 6.53 7,542 38 0.03 — — 115,443 99.92 — — 94 0.08 — — (274) $ 525,548 — $ 115,537 36.92% 32.40 17.08 2.69 1.54 0.60 91.23 6.92 1.54 0.31 100.00% Non-covered loans 2009 Covered Loans Total Loans $ 146,141 188,991 144,297 13,935 11,995 5,516 510,875 42,157 14,145 12,205 25.22% $ 119,065 78.88% $ 265,206 194,826 32.62 161,317 24.91 22,129 2.41 11,995 2.07 6,143 0.95 661,616 88.18 42,157 7.28 14,339 2.44 12,205 2.10 3.87 5,835 17,020 11.28 5.43 8,194 — — 0.41 627 150,741 99.87 — — 194 0.13 — — 36.31% 26.68 22.09 3.03 1.64 0.84 90.59 5.77 1.97 1.67 579,382 100.00% 150,935 100.00% 730,317 100.00% — $ 150,935 (753) $ 729,564 (753) $ 578,629 35 The following table indicates the contractual maturity of commercial and construction and land development loans as of December 31, 2013 (dollars in thousands): Non-covered loans Covered loans Within 1 year Variable Rate One to Five Years After Five Years Total Fixed Rate One to Five Years After Five Years Total Total Maturities Commercial $ 40,451 $ Construction and land development Commercial 35,567 $ — $ Construction and land development — $ 14,274 $ 16,311 $ 30,585 $ $ 25,447 $ 5,278 $ 30,725 $ $ 101,761 $ 1,893 $ 2,767 4,660 $ 12,520 $ 1,998 14,518 $ 54,745 $ — $ — — $ — $ — — $ — $ — 2,940 2,940 — — — 2,940 Asset Quality – non-covered assets The allowance for loan losses represents management’s estimate of the amount appropriate to provide for probable losses inherent in the loan portfolio. Non-covered loan quality is continually monitored, and the Company’s management has established an allowance for loan losses that it believes is appropriate for the risks inherent in the loan portfolio. Among other factors, management considers the Company’s historical loss experience, the size and composition of the loan portfolio, the value and appropriateness of collateral and guarantors, nonperforming loans and current and anticipated economic conditions. There are additional risks of future loan losses, which cannot be precisely quantified nor attributed to particular loans or classes of loans. Because those risks include general economic trends, as well as conditions affecting individual borrowers, the allowance for loan losses is an estimate. The allowance is also subject to regulatory examinations and determination as to appropriateness, which may take into account such factors as the methodology used to calculate the allowance and size of the allowance in comparison to peer companies identified by regulatory agencies. See Allowance for Loan Losses on Non-covered Loans in the Critical Accounting Policies section above for further discussion. The Company maintains a list of non-covered loans that have potential weaknesses and thus may need special attention. This nonperforming loan list is used to monitor such loans and is used in the determination of the appropriateness of the allowance for loan losses. At December 31, 2013, nonperforming assets totaled $18.3 million and net charge-offs were $2.5 million. This compares with nonperforming assets of $32.4 million and net charge-offs of $3.4 million for the year ended December 31, 2012. Nonperforming non-covered loans were $12.1 million at December 31, 2013 compared to $21.6 million at December 31, 2012, a $9.5 million decrease. Additions to nonaccrual loans during 2013 totaled $2.6 million, primarily attributable to five relationships relating to loans for residential property, totaling $1.6 million, which are secured by real estate. The remaining increase related primarily to smaller residential property relationships, which are also secured by real estate. There were $2.7 million in charge-offs taken during 2013 centered in commercial real estate loans. There were $5.4 million in paydowns during the period and $2.3 million in loans returned to accruing status. Foreclosures for the period totaled $1.7 million. 36 The following table sets forth selected asset quality data and ratios with respect to non-covered assets at December 31 of the years presented (dollars in thousands): Nonaccrual loans Loans past due 90 days and accruing interest Total nonperforming non-covered loans Other real estate owned – non-covered Total nonperforming non-covered assets 2013 2012 2011 2010 $ $ 12,105 $ - 12,105 6,244 18,349 $ 21,048 $ 509 21,557 10,793 32,350 $ 28,542 $ 2,005 30,547 10,252 40,799 $ 36,532 $ 389 36,921 5,928 42,849 $ 2009 20,011 247 20,258 1,586 21,844 Accruing troubled debt restructure loans Balances Specific reserve on impaired loans General reserve related to impaired loans evaluated $ $ 9,922 $ 1,604 $ 9,990 $ 5,946 $ 4,007 $ - 2,656 $ 2,765 $ 7,666 $ 8,779 as a pool (1) General reserve related to unimpaired loans Total allowance for loan losses Average loans during the year, net of unearned income Impaired loans Unimpaired loans Total loans, net of unearned income Ratios Allowance for loan losses to loans Allowance for loan losses to nonperforming assets Allowance for loan losses to nonaccrual loans General reserve to unimpaired loans Nonperforming assets to loans and other real estate Net charge-offs to average loans - 8,840 10,444 585,343 13,801 582,372 - 10,264 12,920 556,113 22,365 553,117 $ 596,173 $ 575,482 $ - 12,070 14,835 1,882 15,995 25,543 - 9,390 18,169 510,940 35,158 509,560 544,718 $ 562,581 44,974 480,574 525,548 $ 554,875 56,456 522,173 578,629 1.75% 56.92% 86.28% 1.52% 3.05% 0.42% 2.25% 39.94% 61.38% 1.86% 5.52% 0.60% 2.72% 36.36% 51.98% 2.37% 7.35% 2.39% 4.86% 59.61% 69.92% 3.33% 8.06% 3.40% 3.14% 83.18% 90.80% 1.80% 3.77% 1.42% (1) As of first quarter 2011, the Company included the reserve on impaired loans evaluated as a pool as part of the specific reserve. The amount of this reserve was $346,000 as of December 31, 2011. Impaired loans were not evaluated as pools in 2009. At December 31, 2013, the Company had six construction and land development credit relationships in nonaccrual status. The borrowers for all of these relationships are residential land developers. All of the relationships are secured by the real estate to be developed, and all of such projects are in the Company’s central Virginia market. The total amount of the credit exposure outstanding at December 31, 2013 was $5.9 million. These loans have either been charged down or sufficiently reserved against to equate to the current expected realizable value. During 2013, the Company charged off $600,000 with respect to one of these relationships. The total amount of the allowance for loan losses attributed to all six relationships was $508,000 at December 31, 2013, or 8.64% of the total credit exposure outstanding. The Company establishes its reserves as described above in Allowance for Loan Losses on Non-covered Loans in the “Critical Accounting Policies” section. In conjunction with the impairment analysis the Company performs as part of its allowance methodology, the Company orders appraisals for all loans with balances in excess of $250,000 unless there existed an appraisal that was not older than 12 months. The Company orders an automated valuation for balances between $100,000 and $250,000 and uses a ratio analysis for balances less than $100,000. The Company maintains detailed analysis and other information for its allowance methodology, both for internal purposes and for review by its regulators. The Company performs troubled debt restructures (TDR) and other various loan workouts whereby an existing loan may be restructured into multiple new loans. The Company had 17 loans for each of the years ended December 31, 2013 and 2012, that met the definition of a TDR, which are loans that for reasons related to the debtor’s financial difficulties have been restructured on terms and conditions that would otherwise not be offered or granted. There were four loans at December 31, 2013 and three loans at December 31, 2012 that were restructured using multiple new loans. At December 31, 2013 and 2012, the aggregated outstanding principal of all TDRs was $11.1 million and $10.0 million, respectively, of which $1.2 million and $2.4 million, respectively, were classified as nonaccrual. The primary benefit of the restructured multiple loan workout strategy is to maximize the potential return by restructuring the loan into a “good loan” (the A loan) and a “bad loan” (the B loan). The impact on interest is positive because the Bank is collecting interest on the A loan rather than potentially not collecting interest on the entire original loan structure. The A loan is underwritten pursuant to the Bank’s standard requirements and graded accordingly. The B loan is classified as either “doubtful” or “loss”. An 37 impairment analysis is performed on the B loan, and, based on its results, all or a portion of the B loan is charged-off or a specific loan loss reserve is established. The Company does not modify its nonaccrual policies in this arrangement, and the A loan and the B loan stand on their own terms. At inception, this structure meets the definition of a TDR. If the loan is on nonaccrual at the time of restructure, the A loan is held on nonaccrual until six consecutive payments have been received, at which time it may be put back on an accrual status. The B loan is placed on nonaccrual. Under the terms of each loan, the borrower’s payment is contractually due. The following table presents the composition of the Company’s nonaccrual loans as of December 31 of the years presented (dollars in thousands): Mortgage loans on real estate Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Gross loans 2013 2012 2011 2010 2009 $ $ 4,229 1,382 5,882 225 — 205 11,923 127 55 — 12,105 $ 5,562 5,818 8,815 141 — 250 20,586 385 77 — $ 21,048 $ 5,320 9,187 12,718 189 — 53 27,467 1,003 72 — $ 28,542 $ 9,600 7,181 16,854 218 — — 33,853 2,619 60 — $ 36,352 $ $ 4,750 3,861 10,115 194 — — 18,920 174 910 7 20,011 As of December 31, 2013 and 2012, total impaired non-covered loans equaled $13.8 million and $22.4 million, respectively. Asset Quality – covered assets Loans accounted for under FASB ASC 310-30 are generally considered accruing and performing loans as the loans accrete interest income over the estimated life of the loan. Accordingly, acquired impaired loans that are contractually past due are still considered to be accruing and performing loans. The Company makes an estimate of the total cash flows that it expects to collect from a pool of covered loans, which include undiscounted expected principal and interest. Over the life of the loan or pool, the Company continues to estimate cash flows expected to be collected. Subsequent decreases in cash flows expected to be collected over the life of the pool are recognized as impairment in the current period through the allowance for loan losses. Subsequent increases in expected cash flows are first used to reverse any existing valuation allowance for that loan or pool. Any remaining increase in cash flows expected to be collected is recognized as an adjustment to the yield over the remaining life of the pool. For more information regarding the shared-loss agreements, see the discussion of the allowance for covered loans under the “Critical Accounting Policies” section of this item. 38 Allowance for Credit Losses on Non-covered loans The following table indicates the dollar amount of the allowance for loan losses, including charge-offs and recoveries by loan type and related ratios as of December 31 of the years presented (dollars in thousands): Balance, beginning of year Loans charged-off: Commercial Real estate Consumer and other loans Total loans charged-off Recoveries: Commercial Real estate Consumer and other loans Total recoveries Net charge-offs Provision for loan losses Balance, end of year Allowance for loan losses to non-covered loans Net charge-offs to average non-covered loans Allowance to nonperforming non-covered loans 2013 2012 2011 2010 2009 $ 12,920 $ 14,835 $ 25,543 $ 18,169 $ 6,939 325 2,999 167 3,491 82 857 76 1,015 2,476 - 695 4,582 220 5,497 242 1,807 83 2,132 3,365 1,450 3,615 8,891 288 12,794 207 176 205 588 12,206 1,498 2,125 17,307 628 20,060 178 691 82 951 19,109 26,483 434 7,753 414 8,601 22 614 106 742 7,859 19,089 $ 10,444 $ 12,920 $ 14,835 $ 25,543 $ 18,169 1.75% 0.42% 86.28% 2.25% 0.61% 59.93% 2.72% 2.39% 48.56% 4.86% 3.40% 69.18% 3.14% 1.42% 89.69% During 2013, the Bank’s net charge-offs decreased $889,000 from the prior year and were primarily centered in real estate. Net charge-offs by loan category to total net charge-offs were the following for 2013: 9.8% for commercial loans, 86.5% for real estate loans, and 3.7% for consumer loans. During 2012, the Bank’s net charge-offs decreased $8.8 million from the prior year and were primarily centered in real estate. Net charge-offs by loan category to total net charge-offs were the following for 2012: 13.4% for commercial loans, 82.5% for real estate loans, and 4.1% for consumer loans. While the entire allowance is available to cover charge-offs from all loan types, the following table indicates the dollar amount allocation of the allowance for loan losses by loan type, as well as the ratio of the related outstanding loan balances to non-covered loans as of December 31 of the years presented (dollars in thousands): 2013 2012 2011 2010 2009 amount %(1) amount %(1) amount %(1) amount %(1) amount %(1) Commercial $1,674 17.1% $1,961 13.5% $1,810 13.2% $2,691 8.4% $2,442 7.3% Construction and land development 2,212 9.2% Real estate mortgage 6,434 72.6% Consumer and other Total allowance 124 $10,444 1.1% 100% 3,773 6,973 213 $12,920 10.6% 74.4% 1.5% 100% 5,729 7,044 252 $14,835 13.9% 71.0% 1.9% 100% 10,039 12,481 332 $25,543 19.7% 69.6% 2.3% 100% 4,972 10,284 471 $18,169 24.9% 63.3% 4.5% 100% (1) The percentage represents the loan balance divided by total non-covered loans. Allowance for Credit Losses on Covered Loans The covered loans are subject to credit review standards for non-covered loans. If and when credit deterioration occurs subsequent to the date that they were acquired, a provision for credit loss for covered loans will be charged to earnings for the full amount without regard to the shared-loss agreements. The Company makes an estimate of the total cash flows it expects to collect from a pool of covered loans, which includes undiscounted expected principal and interest. Over the life of the loan or pool, the Company continues to estimate cash flows expected to be collected. Subsequent decreases in cash flows expected to be collected over the life of the pool are recognized as impairment in the current period through the allowance for loan losses. Subsequent increases in expected cash flows are first used to reverse any existing valuation allowance for that loan or pool. Any remaining increase in cash flows expected to be collected is recognized as an adjustment to the yield over the remaining life of the pool. 39 Securities As of December 31, 2013, securities equaled $302.7 million, a decrease of $56.1 million, or 15.6%, from the prior year end. At December 31, 2013, the Company had securities designated available for sale of $265.8 million and held to maturity of $28.6 million, with equity securities totaling $8.4 million. In 2013, the Company realized $342,000 in gains on sales of securities, net of tax. The Company took a short-term position in a $40 million U.S. Treasury issue at December 31, 2012 to fully invest short-term excess cash balances on deposit by local municipal governments. The issue matured in the first quarter of 2013 and is the primary factor for the decrease in securities balances from December 31, 2012. The maturity of these funds was not reinvested but was offset by a decline in public funds. As of December 31, 2012, securities equaled $358.8 million, an increase of $54.7 million, or 18.0%, from the prior year end. At December 31, 2012, the Company had securities designated available for sale of $309.1 million and held to maturity of $42.3 million, with equity securities totaling $7.4 million. In 2012, the Company realized $985,000 in gains on sales of securities, net of tax. These net gains were taken during the year in a portfolio repositioning strategy to mitigate interest rate risk in a higher rate environment. In a higher rate environment, the liquidity of fixed rate securities is compromised and interest rate risk increases. The Company has shifted from mortgage-backed securities balances to floating rate securities issued by the Small Business Administration (SBA) and high quality state, county and municipalities. Additionally, the Company took a short-term position in a $40 million U.S. Treasury issue at December 31, 2012 to fully invest excess cash and due balances. The following table summarizes the securities portfolio by contractual maturity and issuer, including weighted average yields, excluding restricted stock, as of December 31, 2013 (dollars in thousands): U.S. Treasury issue and other U.S. government agencies Amortized Cost Fair Value Weighted Average Yield State, county and municipal Amortized Cost Fair Value Weighted Average Yield Corporate and other securities Amortized Cost Fair Value Weighted Average Yield Mortgage backed securities Amortized Cost Fair Value Weighted Average Yield Total Amortized Cost Fair Value Weighted Average Yield 1 Year or Less 1-5 Years 5-10 Years Over 10 Years Total $ 4,111 4,051 $ 0.00% 14,963 14,978 $ (0.37)% 20,373 20,252 $ 1.59% 60,829 60,192 $ 2.22 % 100,276 99,473 1.61% 1,404 1,429 17,941 18,333 113,466 110,374 15,458 14,062 148,269 144,198 3.42% 3.60% 3.66% 3.66% 3.65% 2,247 2,245 1.93% 2,228 2,237 1.57% 1,052 1,077 32,508 33,358 1,025 1.005 0.98% 8,249 8,187 869 863 1.14% 3,608 3,439 4.03% 3.37% 1.52 % 2.10% 6,369 6,350 1.54% 45,417 46,061 2.67% 8,814 8,802 67,640 68,906 143,133 139,818 80,764 78,556 330.331 296,082 1.52% 2.54% 3.22% 2.47% 2.82% 40 The amortized cost and fair value of securities available for sale and held to maturity as of December 31 of the years presented are as follows (dollars in thousands): December 31, 2013 Gross Unrealized Amortized Cost Gains Losses Fair Value Securities Available for Sale U.S. Treasury issue and other U.S. Gov’t agencies U.S. Gov’t sponsored agencies State, county and municipal Corporate and other bonds Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total Securities Available for Sale Securities Held to Maturity State, county and municipal Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total Securities Held to Maturity Securities Available for Sale U.S. Treasury issue and other U.S. Gov’t agencies U.S. Gov’t sponsored agencies State, county and municipal Corporate and other bonds Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total Securities Available for Sale Securities Held to Maturity State, county and municipal Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total Securities Held to Maturity Securities Available for Sale U.S. Treasury issue and other U.S. Gov’t agencies U.S. Gov’t sponsored agencies State, county and municipal Corporate and other bonds Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total Securities Available for Sale Securities Held to Maturity State, county and municipal Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total Securities Held to Maturity 41 $ 99,789 $ 165 $ (967) $ 98,987 486 134,096 6,349 3,439 22,420 $ 271,768 $ 1,587 $ (7,578) $ 265,777 487 138,884 6,369 3,608 22,631 (1) (6,085) (47) (198) (280) 0 1,297 27 29 69 $ 9,385 $ 718 $ — $ 10,103 7,002 13,200 $ 28,563 $ 1,742 $ — $ 30,305 — — 6,604 12,574 398 626 December 31, 2012 Gross Unrealized Amortized Cost Gains Losses Fair Value $ 153,480 $ 362 $ (565) — (271) (8) (10) (83) $ 303,161 $ 6,854 $ (937) 500 112,110 7,530 15,192 14,349 3 5,757 96 378 258 $ 153,277 503 117,596 7,618 15,560 14,524 $ 309,078 $ 11,825 $ 1,142 $ — — 615 — 1,188 $ 42,283 $ 2,945 $ — 9,112 21,346 $ 12,967 9,727 22,534 $ 45,228 December 31, 2011 Gross Unrealized Amortized Cost Gains Losses Fair Value $ 7,255 $ 159 $ — — (7) (171) (257) (194) $ (629) 28 3,867 1 734 778 $ 227,826 $ 5,567 1,005 58,183 4,801 73,616 82,966 $ 12,168 $ 1,311 $ — — — $ 64,422 $ 4,163 $ — 12,743 39,511 822 2,030 $ 7,414 1,033 62,043 4,631 74,093 83,550 $ 232,764 $ 13,479 13,565 41,541 $ 68,585 Deposits The Company’s lending and investing activities are funded primarily through its deposits. The following table summarizes the average balance and average rate paid on deposits by product for the periods ended December 31 of the years presented (dollars in thousands): NOW MMDA Savings Time deposits less than $100,000 Time deposits $100,000 and over Total deposits 2013 2012 2011 Average Balance $ 128,965 109,580 81,368 287,908 258,880 $ 866,701 Average Rate Paid 0.21% 0.43% 0.34% 1.00% 0.95% 0.73% Average Balance $124,456 113,962 74,129 314,559 242,225 $869,331 Average Rate Paid 0.28% 0.45% 0.35% 1.34% 1.31% 0.98% Average Balance $ 112,152 122,028 67,469 348,695 209,544 $ 859,888 Average Rate Paid 0.33% 0.78% 0.51% 1.64% 1.64% 1.26% The Company derives a significant amount of its deposits through time deposits, and certificates of deposit specifically. The following table summarizes the contractual maturity of time deposits $100,000 or more, as of December 31, 2013 (dollars in thousands): Within 3 months 3-6 months 6-12 months over 12 months Total $ $ 42,222 58,871 98,148 116,046 315,287 Other Borrowings The Company uses borrowings in conjunction with deposits to fund lending and investing activities. Borrowings include funding of a short-term and long-term nature. Short-term funding includes overnight borrowings from correspondent banks. Long-term borrowings are obtained through the FHLB of Atlanta. The following information is provided for borrowings balances, rates, and maturities as of December 31 of the years presented (dollars in thousands): Short-term: Fed Funds purchased Securities sold under agreements to repurchase Maximum month-end outstanding balance Average outstanding balance during the year Average interest rate during the year Average interest rate at end of year Long-term: Federal Home Loan Bank advances Maximum month-end outstanding balance Average outstanding balance during the year Average interest rate during the year Average interest rate at end of year $ $ $ $ $ $ 2013 2012 2011 $ — 6,000 5,412 — $ — — $ $ 9,722 1,451 0.55% 0.45% $ $ 16,446 1,348 0.64% 0.43% 1,440 191 0.63% — 77,125 $ 49,828 $ 37,000 $ $ 77,303 51,252 1.10% 0.66% 50,000 41,235 2.40% 1.24% $ $ 37,000 37,000 3.21% 3.21% 42 Maturities 2014 2015 2016 2017 2018 Thereafter Total $ 30,000 20,000 10,000 5,000 — 12,125 $ 77,125 Liquidity Liquidity represents the Company’s ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest bearing deposits with banks, federal funds sold and certain investment securities. As a result of the Company’s management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and meet its customers’ credit needs. The Company’s results of operations are significantly affected by its ability to manage effectively the interest rate sensitivity and maturity of its interest earning assets and interest bearing liabilities. A summary of the Company’s liquid assets at December 31, 2013 and 2012 was as follows (dollars in thousands): Cash and due from banks Interest bearing bank deposits Federal funds sold Available for sale securities, at fair value, unpledged Total liquid assets $ 2013 10,857 12,978 — 185,278 $ 2012 12,502 11,635 — 230,036 $ 209,113 $ 254,173 Deposits and other liabilities Ratio of liquid assets to deposits and other liabilities 982,873 21.28% 1,037,972 24.49% Capital Resources The determination of capital adequacy depends upon a number of factors, such as asset quality, liquidity, earnings, growth trends and economic conditions. The Company seeks to maintain a strong capital base to support its growth and expansion plans, provide stability to current operations and promote public confidence in the Company. The adequacy of the Company’s capital is reviewed by management on an ongoing basis with reference to size, composition, and quality of the Company’s balance sheet. Moreover, capital levels are regulated and compared with industry standards. Management seeks to maintain a capital level exceeding regulatory statutes of “well capitalized” that is consistent to its overall growth plans, yet allows the Company to provide the optimal return to its shareholders. The federal banking regulators have defined three tests for assessing the capital strength and adequacy of banks, based on two definitions of capital. “Tier 1 capital” is defined as common equity, retained earnings and qualifying perpetual preferred stock, less certain intangibles. “Tier 2 capital” is defined as specific subordinated debt, some hybrid capital instruments and other qualifying preferred stock and a limited amount of the allowance for loan losses. “Total capital” is defined as tier 1 capital plus tier 2 capital. Three risk-based capital ratios are computed using the above capital definitions, total assets and risk-weighted assets and are measured against regulatory minimums to ascertain adequacy. All assets and off-balance sheet risk items are grouped into categories according to degree of risk and assigned a risk-weighting, and the resulting total is risk-weighted assets. “Tier 1 risk-based capital” is tier 1 capital divided by risk-weighted assets. “Total risk-based capital” is total capital divided by risk-weighted assets. The leverage ratio is tier 1 capital divided by adjusted average total assets. 43 The following table shows the Company’s capital ratios at the dates indicated (dollars in thousands): Total capital to risk weighted assets Tier 1 capital to risk weighted assets Company Bank Company Bank Company Bank Tier 1 capital to adjusted average total assets As of December 31 2013 Amount Ratio 2012 Amount Ratio $ 113,805 16.82 % 113,624 16.79 % $ 112,463 111,687 16.99% 16.87% 105,672 15.62 % 105,489 15.59 % 104,521 103,745 15.79% 15.67% 105,672 9.52 % 105,489 9.50 % 104,521 103,745 9.41% 9.34% All capital ratios exceed regulatory minimums for well capitalized institutions as referenced in Note 20 to the Consolidated Financial Statements. On December 12, 2003, BOE Statutory Trust I, a wholly-owned subsidiary of BOE, was formed for the purpose of issuing redeemable capital securities. On December 12, 2003, $4.124 million of trust preferred securities were issued through a direct placement. The securities have a LIBOR-indexed floating rate of interest. The average interest rate at December 31, 2013, 2012 and 2011 was 3.28%, 3.57% and 3.43%, respectively. The securities have a mandatory redemption date of December 12, 2033 and are subject to varying call provisions which began December 12, 2008. The trust preferred 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 not considered as tier 1 capital may be included in tier 2 capital. At December 31, 2013 and December 31, 2012, all trust preferred notes were included in tier 1 capital. On December 19, 2008, the Company entered into a Purchase Agreement with the U.S. Treasury pursuant to which it issued 17,680 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share, for a total price of $17.68 million. The issuance was made pursuant to the Treasury’s Capital Purchase Plan under TARP. The Preferred Stock pays a cumulative dividend at a rate of 5% per year during the first five years and thereafter at 9% per year. As part of its purchase of the Series A Preferred Stock, the Treasury received a warrant to purchase 780,000 shares of the Company’s common stock at an initial per share exercise price of $3.40. During 2013, the Company repurchased 7,000 shares of the original 17,680 shares of Series A Preferred Stock. The Company funded the repurchase through the earnings of its banking subsidiary. The form of the repurchase was a redemption under the terms of the Series A Preferred Stock. The Company paid the Treasury $7.0 million, which represented 100% of the par value of the preferred stock repurchased plus accrued dividends with respect to such shares. Off-Balance Sheet Arrangements A summary of the contract amount of the Bank’s exposure to off-balance sheet risk as of December 31, 2013 and 2012, is as follows (dollars in thousands): Commitments with off-balance sheet risk: Commitments to extend credit Standby letters of credit Total commitments with off-balance sheet risk Commitments with balance sheet risk: Loans held for sale Total commitments with balance sheet risk Total commitments 2013 2012 $ $ $ $ 72,183 $ 64,056 9,978 9,487 82,161 $ 73,543 100 $ 100 1,266 1,266 82,261 $ 74,809 Commitments to extend credit are agreements to lend to a client 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 payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily 44 represent future cash requirements. The Company evaluates each client’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties. Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing clients. Those lines of credit may be drawn upon only to the total extent to which the Company is committed. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a client to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to clients. The Company holds certificates of deposit, deposit accounts and real estate as collateral supporting those commitments for which collateral is deemed necessary. A summary of the Company’s contractual obligations at December 31, 2013 is as follows (dollars in thousands): Trust preferred debt Federal Home Loan Bank advances Operating leases Total contractual obligations Financial Ratios $ $ Total Less Than 1 Year 4,124 $ — 77,125 6,224 87,473 $ 42,125 758 42,883 $ 1-3 Years $ — 4-5 Years $ — $ 30,000 5,000 1,344 1,180 31,344 $ 6,180 $ More Than 5 Years 4,124 — 2,942 7,066 Financial ratios give investors a way to compare companies within industries to analyze financial performance. Return on average assets is net income as a percentage of average total assets. It is a key profitability ratio that indicates how effectively a bank has used its total resources. Return on average equity is net income as a percentage of average stockholders’ equity. It provides a measure of how productively a Company’s equity has been employed. Dividend payout ratio is the percentage of net income paid to common stockholders as cash dividends during a given period. The Company did not pay dividends to common stockholders during the years ended December 31, 2013, 2012 and 2011. It is computed by dividing dividends per share by net income per common share. The Company utilizes leverage within guidelines prescribed by federal banking regulators as described in the “Capital Requirements” section. Leverage is average stockholders’ equity divided by average total assets. The following table shows the Company’s financial ratios at the dates indicated: Return on average assets Return on average equity Dividend payout ratio Leverage Non GAAP Measures Year Ended December 31 2013 2012 2011 0.53% 5.22% n/a 10.10% 0.50% 4.85% n/a 10.39% 0.13% 1.32% n/a 10.11% Beginning January 1, 2009, business combinations must be accounted for under FASB ASC 805, Business Combinations, using the acquisition method of accounting. The Company has accounted for its previous business combinations under the purchase method of accounting. The original merger between the Company, TFC and BOE as well as the SFSB transaction were business combinations accounted for using the purchase method of accounting. TCB transaction was accounted for as an asset purchase. At December 31, 2013, 2012 and 2011, core deposit intangible assets totaled $6.6 million, $10.3 million and $12.6 milllion, respectively. Goodwill was zero at December 31, 2013, 2012 and 2011. In reporting the results of 2013, 2012 and 2011 in Item 6 above, the Company has provided supplemental performance measures on an operating or tangible basis. Such measures exclude amortization expense related to intangible assets, such as core deposit intangibles.. The Company believes these measures are useful to investors as they exclude non-operating adjustments resulting from acquisition activity and allow investors to see the combined economic results of the organization. Non-GAAP operating earnings per share was $0.33 for the year ended December 31, 2013 compared with $0.33 in 2012 and $0.14 in 2011. Non-GAAP return on 45 average tangible common equity and assets for the year ended December 31, 2013 was 8.38% and 0.66%, respectively, compared with 8.31% and 0.65%, respectively, in 2012 and 3.80% and negative 0.28%, respectively, in 2011. These measures are a supplement to GAAP used to prepare the Company’s financial statements and should not be viewed as a substitute for GAAP measures. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies. The following table reconciles these non-GAAP measures from their respective GAAP basis measures for the years ended December 31, 2013, 2012 and 2011 (dollars in thousands): Net income Plus: core deposit intangible amortization, net of tax Plus: goodwill impairment Non-GAAP operating earnings Average assets Less: average goodwill Less: average core deposit intangibles Average tangible assets Average equity Less: average goodwill Less: average core deposit intangibles Less: average preferred equity Average tangible common equity Weighted average shares outstanding, diluted Non-GAAP earnings per share, diluted Average tangible common equity/average tangible assets Non-GAAP return on average tangible assets Non-GAAP return on average tangible common equity $ $ $ $ $ $ $ 2013 2012 $ 7,359 113,165 $ — 9,020 5,906 1,453 — 5,582 1,492 — 7,074 $ 1,120,952 $ 1,107,972 — 11,475 1,111,932 $ 1,096,497 115,011 — 11,475 18,348 85,188 21,717 0.33 7.77% 0.65% 8.31% — 9,020 16,304 87,841 $ 22,211 0.33 7.90% 0.66% 8.38% $ $ $ $ $ $ $ $ 2011 1,444 1,492 — 2,936 1,079,470 — 13,735 1,065,735 109,119 — 13,735 18,139 77,245 21,565 0.14 7.25% 0.28% 3.80% ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates or prices such as interest rates, foreign currency exchange rates, commodity prices and equity prices. The Company’s primary market risk exposure is interest rate risk. The ongoing monitoring and management of interest rate risk is an important component of the Company’s asset/liability management process, which is governed by policies established by its Board of Directors that are reviewed and approved annually. The Board of Directors delegates responsibility for carrying out asset/liability management policies to the Asset/Liability Committee (ALCO) of the Bank. In this capacity, ALCO develops guidelines and strategies that govern the Company’s asset/liability management related activities, based upon estimated market risk sensitivity, policy limits and overall market interest rate levels and trends. Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change, the interest income and expense streams associated with the Company’s financial instruments also change, affecting net interest income, the primary component of the Company’s earnings. ALCO uses the results of a detailed and dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. While ALCO routinely monitors simulated net interest income sensitivity over various periods, it also employs additional tools to monitor potential longer-term interest rate risk. The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all assets and liabilities reflected on the Company’s balance sheet. The simulation model is prepared and updated monthly. This sensitivity analysis is compared to ALCO policy limits, which specify a maximum tolerance level for net interest income exposure over a one-year horizon, assuming no balance sheet growth, given a 200 basis point upward shift and a 200 basis point downward shift in interest rates. A parallel shift in rates over a 12-month period is assumed. 46 The following table represents the change to net interest income given interest rate shocks up and down 100 and 200 basis points at December 31, 2013, 2012 and 2011 (dollars in thousands): 2013 2012 2011 % $ % $ % $ Change in net interest income (1.0)% (0.9)% 0% 1.2% (0.6)% (404) (374) — 478 (249) (1.9)% (1.4)% 0% (1.3)% (2.4)% (797) (608) — (534) (1,015) (0.7)% (0.2)% 0% 2.3% 1.5% (243) (63) — 859 537 Change in Yield curve +200 bp +100 bp most likely −100 bp −200 bp At December 31, 2013, the Company’s interest rate risk model indicated that, in a rising rate environment of 200 basis points over a 12 month period, net interest income could decrease by 1.0%. For the same time period, the interest rate risk model indicated that in a declining rate environment of 200 basis points, net interest income could decrease by 0.6%. While these percentages are subjective based upon assumptions used within the model, management believes the balance sheet is appropriately balanced with acceptable risk to changes in interest rates. The preceding sensitivity analysis does not represent a forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, including the nature and timing of interest rate levels such as yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment or replacement of asset and liability cash flows. While assumptions are developed based upon current economic and local market conditions, the Company cannot make any assurances about the predictive nature of these assumptions, including how customer preferences or competitor influences might change. Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to factors such as prepayment and refinancing levels likely deviating from those assumed, the varying impact of interest rate change, caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals and product preference changes, and other internal and external variables. Furthermore, the sensitivity analysis does not reflect actions that ALCO might take in response to, or in anticipation of, changes in interest rates. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Financial Statements Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2013 and December 31, 2012 Consolidated Statements of Income for the years ended December 31, 2013, December 31, 2012 and December 31, 2011 Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2013, December 31, 2012, and December 31, 2011 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2013, December 31, 2012 and December 31, 2011 Consolidated Statements of Cash Flows for the years ended December 31, 2013, December 31, 2012 and December 31, 2011 Notes to Consolidated Financial Statements 48 51 52 53 54 55 56 47 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Community Bankers Trust Corporation Glen Allen, Virginia We have audited the accompanying consolidated balance sheets of Community Bankers Trust Corporation and subsidiary (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive (loss) income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Community Bankers Trust Corporation and subsidiary as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with U.S. generally accepted accounting principles. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992, and our report dated March 14, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Richmond, Virginia March 14, 2014 48 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Community Bankers Trust Corporation Glen Allen, Virginia We have audited the internal control over financial reporting of Community Bankers Trust Corporation and subsidiary (the “Company”) as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992 (the “COSO criteria”). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. A company’s internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 49 In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2013 and December 31, 2012 and the related consolidated statements of income, comprehensive (loss) income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2013 and our report dated March 14, 2014 expressed an unqualified opinion thereon. Richmond, Virginia March 14, 2014 50 COMMUNITY BANKERS TRUST CORPORATION CONSOLIDATED BALANCE SHEETS as of December 31, 2013 and 2012 (dollars in thousands) ASSETS Cash and due from banks Interest bearing bank deposits Total cash and cash equivalents Securities available for sale, at fair value Securities held to maturity, at cost (fair value of $30,305 and $45,228, respectively) Equity securities, restricted, at cost Total securities Loans held for sale Loans not covered by FDIC shared-loss agreements Loans covered by FDIC shared-loss agreements Total loans Allowance for loan losses (non-covered loans of $10,444 and $12,920, respectively; covered loans of $484 and $484, respectively) Net loans FDIC indemnification asset Bank premises and equipment, net Other real estate owned, covered by FDIC shared-loss agreements Other real estate owned, non-covered Bank owned life insurance FDIC receivable under shared-loss agreements Core deposit intangibles, net Other assets Total assets LIABILITIES Deposits: Noninterest bearing Interest bearing Total deposits Federal funds purchased and securities sold under agreements to repurchase Federal Home Loan Bank advances Trust preferred capital notes Other liabilities Total liabilities Commitment and Contingencies (Notes 16,19 and 23) STOCKHOLDERS’ EQUITY Preferred stock (5,000,000 shares authorized, $0.01 par value; 10,680 and 17,680 shares issued and outstanding, respectively) Warrants on preferred stock Discount on preferred stock Common stock (200,000,000 shares authorized, $0.01 par value; 21,709,096 and 21,670,212 shares issued and outstanding, respectively) Additional paid in capital Retained deficit Accumulated other comprehensive (loss) income Total stockholders’ equity Total liabilities and stockholders’ equity See accompanying notes to consolidated financial statements 51 2013 2012 $ 10,857 12,978 23,835 $ 12,502 11,635 24,137 265,777 28,563 8,358 302,698 309,078 42,283 7,405 358,766 100 1,266 596,173 73,275 669,448 575,482 84,637 660,119 (10,928) 658,520 (13,404) 646,715 25,409 27,872 2,692 6,244 20,795 368 6,621 14,378 $ 1,089,532 33,837 33,638 3,370 10,793 15,146 895 10,297 14,428 $ 1,153,288 $ 70,132 822,209 892,341 $ 77,978 896,340 974,318 6,000 77,125 4,124 3,283 982,873 5,412 49,828 4,124 4,289 1,037,971 10,680 1,037 — 17,680 1,037 (234) 217 144,656 (45,822) (4,109) 106,659 $ 1,089,532 217 144,398 (50,609) 2,828 115,317 $ 1,153,288 COMMUNITY BANKERS TRUST CORPORATION CONSOLIDATED STATEMENTS OF INCOME For the Years Ended December 31, 2013, 2012 and 2011 (dollars and shares in thousands, except per share data) 2013 2012 2011 Interest and dividend income Interest and fees on non-covered loans Interest and fees on FDIC covered loans Interest on federal funds sold Interest on deposits in other banks Interest and dividends on securities Taxable Nontaxable Total interest and dividend income Interest expense Interest on deposits Interest on federal funds purchased Interest on other borrowed funds Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest income Service charges on deposit accounts Gain on securities transactions, net Loss on sale of other loans, net Income on bank owned life insurance Other Total noninterest income Noninterest expense Salaries and employee benefits Occupancy expenses Equipment expenses Legal fees Professional fees FDIC assessment Data processing fees FDIC indemnification asset amortization Amortization of intangibles Other real estate expense Other operating expenses Total noninterest expense Income before income taxes Income tax expense Net income Dividends paid on preferred stock Accretion of discount on preferred stock Accumulated preferred dividends Net income available to common stockholders Net income per share — basic Net income per share — diluted Weighted average number of shares outstanding basic diluted $ 29,696 11,936 3 58 7,693 659 50,045 6,370 4 704 7,078 42,967 — 42,967 2,739 518 (359) 747 1,079 4,724 15,981 2,717 1,038 95 290 843 2,078 6,449 2,202 2,034 5,561 39,288 8,403 2,497 5,906 885 234 — $ 4,787 0.22 $ 0.22 $ 21,700 21,922 $ 30,658 14,105 5 54 8,408 489 53,719 8,508 9 1,175 9,692 44,027 1,200 42,827 2,736 1,492 — 620 1,358 6,206 16,511 2,715 1,087 51 391 1,485 1,824 6,936 2,261 2,493 5,549 41,303 7,730 2,148 5,582 884 220 — $ 4,478 0.21 $ 0.21 $ 21,647 21,717 $ 29,272 17,576 6 65 8,091 1,025 56,035 10,815 1 1,412 12,228 43,807 1,498 42,309 2,503 2,868 — 291 2,571 8,233 16,603 2,894 1,237 444 583 2,788 1,864 10,364 2,261 3,788 6,212 49,038 1,504 60 1,444 — 206 884 354 $ 0.02 $ 0.02 $ 21,565 21,565 See accompanying notes to consolidated financial statements 52 COMMUNITY BANKERS TRUST CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME For the Years Ended December 31, 2013, 2012 and 2011 (dollars in thousands) Net income Other comprehensive (loss) income: Unrealized gains on investment securities: Change in unrealized (loss) gain in investment securities Tax related to unrealized loss (gain) in investment securities Reclassification adjustment for gain in securities sold Tax related to realized gain in securities sold Defined benefit pension plan: Change in prior service cost Change unrealized gain (loss) in plan assets Tax related to defined benefit pension plan Total other comprehensive (loss) income 2013 $ 5,906 2012 $ 5,582 2011 $ 1,444 (11,386) 3,871 (518) 176 (68) 1,462 (474) (6,937) 2,472 (841) (1,492) 507 — (57) 20 609 8,023 (2,728) (2,868) 975 — (1,573) 535 2,364 Total comprehensive (loss) income $ (1,031) $ 6,191 $ 3,808 See accompanying notes to consolidated financial statements 53 COMMUNITY BANKERS TRUST CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Years Ended December 31, 2013, 2012 and 2011 (dollars and shares in thousands) Preferred Stock Discount on Preferred Common Stock Warrants Stock Shares Amount Additional Paid in Capital Retained Deficit Accumulated Other Comprehensive Income Total 107,127 — 183 62 1,444 2,3642 111,180 — 99 (2,210) 57 5,582 609 115,317 — 123 (885) 135 (7,000) 5,906 (6,937) 106,659 Balance December 31, 2010 Amortization of preferred stock warrants Issuance of common stock Issuance of stock options Net income Other comprehensive income Balance December 31, 2011 Amortization of preferred stock warrants Issuance of common stock Dividends paid on preferred stock Issuance of stock options Net income Other comprehensive income Balance December 31, 2012 Amortization of preferred stock warrants Issuance of common stock Dividends paid on preferred stock Issuance of stock options Redemption of preferred stock Net income Other comprehensive loss $ 17,680 $ — — — — — $ 17,680 $ — — — — — — 17,680 $ — — — — (7,000) — — $ 1,037 $ — — — — — 1,037 $ — — — — — — 1,037 $ — — — — — — — (660 ) 21,468 $ 215 $ 206 — — — — — — 160 1 — — — — —— — — — 42 1 — — — — — — — — (454) 21,628 $ 216 $ 220 — — — — — (234 ) 21,670 $ 217 $ — — 234 39 — — — — — — — — — — — — — — — — — 143,999 $ — 182 62 — — 144,243 $ — 98 — 57 — — 144,398 $ — 123 — 135 — — — (54,999) $ (206) — — 1,444 — (53,761) $ (220) — (2,210) — 5,582 — (50,609 ) $ (234 ) — (885 ) — — 5,906 — (145) $ — — — — 2,364 $ 2,219 — — — — — 609 2,828 — — — — — — (6,937) $ Balance December 31, 2013 $ 10,680 $ 1,037 $ — 21,709 $ 217 $ 144,656 $ (45,822 ) $ (4,109) $ See accompanying notes to consolidated financial statements 54 COMMUNITY BANKERS TRUST CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2013, 2012 and 2011 (Dollars in thousands) Operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and intangibles amortization Issuance of common stock and stock options Provision for loan losses Deferred tax expense Amortization of purchased loans premium Amortization of security premiums and accretion of discounts, net Net gain on sale of securities Net loss on sale and valuation of other real estate owned Net loss on sale of loans Changes in assets and liabilities: Net (increase) decrease in loans held for sale Decrease in other assets (Decrease) increase in accrued expenses and other liabilities Net cash provided by operating activities Investing activities: Proceeds from available for sale securities Proceeds from held to maturity securities Proceeds from equity securities Purchase of available for sale securities Purchase of equity securities Proceeds from sale of other real estate Improvements of other real estate, net of insurance proceeds Net increase in loans Principal recoveries of loans previously charged off Purchase of building premises and equipment, net Purchase of bank owned life insurance investment Proceeds from sale of loans Proceeds from sale of premises and equipment Net cash provided by (used in) investing activities Financing activities: 2013 2012 2011 $ 5,906 $ 5,582 $ 1,444 3,842 258 — 2,497 1,265 3,488 (518) 1,714 359 3,963 156 1,200 2,126 1,242 3,196 (1,492) 1,833 — 1,595 9,437 388 30,231 (686) 9,037 (2,469) 23,688 4,055 245 1,498 967 578 2,060 (2,868) 2,869 — (580) 23,605 (490) 33,383 13,471 1,629 (2,582) 7,491 (621) 156,123 174,541 291,779 18,809 21,669 363 611 (301,484) (127,451) (251,111) (1,144) (65) 8,759 9,630 (211) (1,130) (27,226) (46,847) (33,408) 588 (591)) (7,500) — — (16,779) 1,015 (1,887) — (5,000) — 28,611 — 5,177 29,129 (78,159) 2,439 (256) Net increase (decrease) in noninterest bearing and interest bearing demand deposits Net increase in federal funds purchased and securities sold under agreements to repurchase Net increase in Federal Home Loan Bank borrowings Payment from sale of deposits Redemption of preferred stock Cash dividends paid Net cash (used in) provided by financing activities 111,193 588 27,297 (190,855) (7,000) (885) (59,662) 40,827 (28,234) — 5,412 — 12,828 — — — — — (2,210) 56,857 (28,234) Net (decrease) increase in cash and cash equivalents (302) 2,386 (11,630) Cash and cash equivalents: Beginning of period End of the period Supplemental disclosures of cash flow information: Interest paid Income taxes paid Transfers of loans to other real estate owned property Transfer of loans held for investment to loans held for sale Transfer of building premises and equipment to held for sale Transfer of deposits to held for sale $ $ 24,137 23,835 $ 21,751 24,137 $ 33,381 21,751 7,252 $ — 3,351 30,228 5,174 193,170 10,253 $ 120 8,480 — — — 12,434 87 12,316 — — — See accompanying notes to consolidated financial statements 55 COMMUNITY BANKERS TRUST CORPORATION Notes to Consolidated Financial Statements Note 1. Nature of Banking Activities and Significant Accounting Policies Organization Community Bankers Trust Corporation (the “Company”) is a bank holding company that was incorporated in 2005. The Company is headquartered in Glen Allen, Virginia and is the holding company for Essex Bank (the “Bank”), a Virginia state bank with 19 full-service offices in Virginia and Maryland. The Bank also operates two loan production offices in Virginia. The Bank was established in 1926. The Bank engages in a general commercial banking business and provides a wide range of financial services primarily to individuals and small businesses, including individual and commercial demand and time deposit accounts, commercial and industrial loans, consumer and small business loans, real estate and mortgage loans, investment services, on-line and mobile banking products, and safe deposit box facilities. Thirteen offices are located in Virginia, from the Chesapeake Bay to just west of Richmond, and six are located in Maryland along the Baltimore- Washington corridor. Prior to November 8, 2013, the Bank also had four full-service offices in Georgia. The Bank sold those offices and related deposits to Community & Southern Bank on November 8, 2013. See Note 29 for additional information. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and the Bank, its wholly- owned subsidiary. All material intercompany balances and transactions have been eliminated in consolidation. Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 810, Consolidation, requires that the Company no longer eliminate through consolidation the equity investment in BOE Statutory Trust I, which was $124,000 at December 31, 2013 and 2012. The subordinated debt of the Trust is reflected as a liability of the Company. Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company has defined cash and cash equivalents as cash and due from banks, interest-bearing bank balances, and federal funds sold. Restricted Cash The Bank is required to maintain a reserve against its deposits in accordance with Regulation D of the Federal Reserve Act. For the final weekly reporting period, the aggregate amount of daily average required reserves was $9.4 million and $9.6 million for each of the years ended December 31, 2013and 2012, respectively. Securities Debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Securities not classified as held to maturity, including equity securities with readily determinable fair values, are classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other than temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Gains and losses on the sale of securities are determined using the specific identification method. 56 Restricted Securities The Company is required to maintain an investment in the capital stock of certain correspondent banks. The Company’s investment in these securities is recorded at cost. Loans Held for Sale Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated market in the aggregate. Net unrealized losses are recognized through a valuation allowance by charges to income. Mortgage loans held for sale are sold with the mortgage servicing rights released by the Company. The Company enters into commitments to originate certain mortgage loans whereby the interest rate on the loans is determined prior to funding (rate lock commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. The period of time between issuance of a loan commitment and closing and the sale of the loan generally ranges from thirty to ninety days. The Company protects itself from changes in interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. As a result, the Company is not exposed to losses nor will it realize significant gains related to its rate lock commitments due to changes in interest rates. The correlation between the rate lock commitments and the best efforts contracts is very high due to their similarity. Because of this high correlation, the gain or loss that occurs on the rate lock commitments is immaterial. Loans The Bank grants mortgage, commercial and consumer loans to customers. A significant portion of the loan portfolio is represented by 1-4 family residential and commercial mortgage loans. The ability of the Bank’s debtors to honor their contracts is dependent upon the real estate and general economic conditions in the Bank’s market area. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method. The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. Consumer loans are typically charged off no later than 180 days past due. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on nonaccrual or charged-off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual status. Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Allowance for Loan Losses on Non-covered loans The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is an amount that management believes is appropriate to absorb estimated losses relating to specifically identified loans, as well as probable credit losses inherent in the balance of the loan portfolio, based on an evaluation of the collectability of existing loans and prior loss experience. This evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrower’s ability to pay. This evaluation does not include the effects of expected losses on specific loans or groups of loans that are related to future events or expected changes in economic conditions. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses, and may require the Bank to make additions to the allowance based on their judgment about information available to them at the time of their examinations. 57 The allowance consists of specific and general components. For loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of the expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment disclosures. Accounting for Certain Loans or Debt Securities Acquired in a Transfer FASB ASC 310, Receivables requires acquired loans to be recorded at fair value and prohibits carrying over valuation allowances in the initial accounting for acquired impaired loans. Loans carried at fair value, mortgage loans held for sale, and loans to borrowers in good standing under revolving credit arrangements are excluded from the scope of FASB ASC 310 which limits the yield that may be accreted to the excess of the undiscounted expected cash flows over the investor’s initial investment in the loan. The excess of the contractual cash flows over expected cash flows may not be recognized as an adjustment of yield. Subsequent increases in cash flows to be collected are recognized prospectively through an adjustment of the loan’s yield over its remaining life. Decreases in expected cash flows are recognized as impairments through allowance for loan losses. The Company’s acquired loans from the Suburban Federal Savings Bank (SFSB) acquisition (the “covered loans”), subject to FASB ASC Topic 805, Business Combinations (formerly SFAS 141(R)), are recorded at fair value and no separate valuation allowance was recorded at the date of acquisition. FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (formerly SOP 03-3), applies to loans acquired in a transfer with evidence of deterioration of credit quality for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. The Company is applying the provisions of FASB ASC 310-30 to all loans acquired in the SFSB acquisition. The Company has grouped loans together based on common risk characteristics including product type, delinquency status and loan documentation requirements among others. The covered loans acquired are subject to credit review standards described above for non-covered loans. If and when credit deterioration occurs subsequent to the acquisition date, a provision for credit loss for covered loans will be charged to earnings for the full amount without regard to the shared-loss agreements. The Company has made an estimate of the total cash flows it expects to collect from each pool of loans, which includes undiscounted expected principal and interest. The excess of that amount over the fair value of the pool is referred to as accretable yield. Accretable yield is recognized as interest income on a constant yield basis over the life of the pool. The Company also determines each pool’s contractual principal and contractual interest payments. The excess of that amount over the total cash flows it expects to collect from the pool is referred to as nonaccretable difference, which is not accreted into income. Judgmental prepayment assumptions are applied to both contractually required payments and cash flows expected to be collected at acquisition. Over the life of the loan or pool, the Company continues to estimate cash flows expected to be collected. Subsequent decreases in cash flows expected to be collected over the life of the pool are recognized as an impairment in the current period through allowance for loan loss. Subsequent increases in expected or actual cash flows are first used to reverse any existing valuation allowance for that loan or pool. Any remaining increase in cash flows expected to be collected is recognized as an adjustment to the accretable yield with the amount of periodic accretion adjusted over the remaining life of the pool. 58 Bank Premises and Equipment Bank premises and equipment are stated at cost less accumulated depreciation. Land is carried at cost. Depreciation of bank premises and equipment is computed on the straight-line method over estimated useful lives of 10 to 50 years for premises and 3 to 20 years for equipment, furniture and fixtures. Costs of maintenance and repairs are charged to expense as incurred and major improvements are capitalized. Upon sale or retirement of depreciable properties, the cost and related accumulated depreciation are eliminated from the accounts and the resulting gain or loss is included in the determination of income. Other Real Estate Owned Real estate acquired through, or in lieu of, loan foreclosure is held for sale and is initially recorded at the fair value at the date of foreclosure net of estimated selling costs, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of the carrying amount or the fair value less costs to sell. Revenues and expenses from operations and changes in the valuation allowance are included in other operating expenses. Costs to bring a property to salable condition are capitalized up to the fair value of the property while costs to maintain a property in salable condition are expensed as incurred. The Company had $6.2 million and $10.8 million in other real estate, non-covered at December 31, 2013 and 2012, respectively, and $2.7 million and $3.4 million in other real estate, covered at December 31, 2013 and 2012 respectively. Other Intangibles FASB ASC 805, Business Combinations, requires that the purchase method of accounting be used for all business combinations after June 30, 2001. With purchase acquisitions, the Company is required to record assets acquired, including any intangible assets, and liabilities assumed at fair value, which involves relying on estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analysis or other valuation methods. The Company records intangibles under FASB ASC 350, which states that acquired intangible assets (such as core deposit intangibles) are separately recognized if the benefit of the assets can be sold, transferred, licensed, rented, or exchanged, and amortized over their useful lives. The Company followed FASB ASC 350 and determined that any core deposit intangibles will be amortized over the estimated useful life. Core deposit intangibles are evaluated for impairment in accordance with FASB ASC 350. Advertising Costs The Company follows the policy of expensing advertising costs as incurred, which totaled $384,000, $336,000, and $329,000 for 2013, 2012, and 2011, respectively. Income Taxes Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income. Under FASB ASC 740, Income Taxes, a valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. In management’s opinion, based on a three year taxable income projection, tax strategies that would 59 result in potential securities gains and the effects of off-setting deferred tax liabilities, it is more likely than not that the deferred tax assets are realizable. The Company and its subsidiaries are subject to U. S. federal income tax as well as various state income taxes. Years 2010 through 2013 are open to examination by the respective tax authorities. Earnings Per Share Basic earnings per share (EPS) is computed based on the weighted average number of shares outstanding and excludes any dilutive effects of options, warrants and convertible securities. Diluted EPS is computed in a manner similar to basic EPS, except for certain adjustments to the numerator and the denominator. Diluted EPS gives effect to all dilutive potential common shares that were outstanding at the end of the period. Potential common shares that may be issued by the Company relate solely to outstanding stock options and warrants and are determined using the treasury stock method. The Company declared and paid $885,000, $2.2 million, and $0 in dividends on preferred stock in 2013, 2012, and 2011, respectively. Stock-Based Compensation In April 2009, the Company adopted the Community Bankers Trust Corporation 2009 Stock Incentive Plan which is authorized to issue up to 2,650,000 shares of common stock. See Note 14 for details regarding these plans. Recent Accounting Pronouncements In January 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-04, Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40) - Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. Although current guidance indicates that a creditor should reclassify a collateralized mortgage loan as other real estate owned when it determines that there has been in substance a repossession or foreclosure by the creditor, that is, the creditor receives physical possession of the debtor’s assets regardless of whether formal foreclosure proceedings take place, the terms in substance a repossession or foreclosure and physical possession are not defined in the accounting literature. This has resulted in diversity about when a creditor should derecognize the loan receivable and recognize the real estate property. The objective of the amendments in this Update is to reduce diversity by clarifying when an in substance repossession or foreclosure occurs. The amendments state that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2014. Early adoption is permitted. The Company currently records foreclosures in accordance with this guidance; therefore, no changes are necessary for adoption. Also in January 2014, the FASB issued ASU No. 2014-01, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU apply to all reporting entities that invest in qualified affordable housing projects through limited liability entities that are flow through entities for tax purposes. Currently, an investor that invests in a qualified affordable housing project may elect to account for that investment using the effective yield method. Those not electing the effective yield method would account for the investment using the equity method or cost method. The Task Force received stakeholder feedback indicating that certain of the required conditions for the effective yield method are overly restrictive and thus prevent many investments in qualified affordable housing projects from qualifying for the use of this method. Those stakeholders stated that presenting the investment performance net of taxes as a component of income tax expense (benefit) as prescribed by the effective yield method more fairly represents the economics and provides users with a better understanding of the returns from such investments than the equity or cost methods. The amendments in this ASU eliminate the effective yield election and permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). Those not electing the proportional amortization 60 method would account for the investment using the equity method or cost method. The decision to apply the proportional amortization method of accounting is an accounting policy decision that should be applied consistently to all qualifying affordable housing project investments rather than a decision to be applied to individual investments. A reporting entity should disclose information that enables users of its financial statements to understand the nature of its investments in qualified affordable housing projects, and the effect of the measurement of its investments in qualified affordable housing projects and the related tax credits on its financial position and results of operations. The amendments in this ASU should be applied retrospectively to all periods presented. The amendments in this ASU are effective for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. Retrospective application is permitted. The Company currently presents these tax items in accordance with this guidance; therefore, no changes are necessary for adoption. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of other real estate owned, projected cash flows relating to certain acquired loans, the value of the indemnification asset, and the valuation of deferred tax assets. Reclassifications Certain reclassifications have been made to prior period balances to conform to the current year presentations. 61 Note 2. Securities The amortized cost and fair value of securities available for sale and held to maturity as of December 31, 2013 and 2012 were as follows (dollars in thousands): Securities Available for Sale U.S. Treasury issue and other U.S. Gov’t agencies U.S. Gov’t sponsored agencies State, county and municipal Corporate and other bonds Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total Securities Available for Sale Securities Held to Maturity State, county and municipal Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total Securities Held to Maturity Securities Available for Sale U.S. Treasury issue and other U.S. Gov’t agencies U.S. Gov’t sponsored agencies State, county and municipal Corporate and other bonds Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total Securities Available for Sale Securities Held to Maturity State, county and municipal Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total Securities Held to Maturity December 31, 2013 Gross Unrealized Amortized Cost $ 99,789 487 138,884 6,369 3,608 22,631 $ 271,768 Gains Losses Fair Value $ 165 — 1,297 27 29 69 $ 1,587 $ (967) (1) (6,085) (47) (198) (280) $ (7,578) $ 98,987 486 134,096 6,349 3,439 22,420 $ 265,777 $ 9,385 6,604 12,574 $ 28,563 $ 718 398 626 $ 1,742 $ — — — $ — $ 10,103 7,002 13,200 $ 30,305 December 31, 2012 Gross Unrealized Amortized Cost $ 153,480 500 112,110 7,530 15,192 14,349 $ 303,161 Gains Losses Fair Value $ 362 3 5,757 96 378 258 $ 6,854 $ (565) — (271) (8) (10) (83) $ (937) $ 153,277 503 117,596 7,618 15,560 14,524 $ 309,078 $ 11,825 9,112 21,346 $ 42,283 $ 1,142 615 1,188 $ 2,945 $ — — — $ — $ 12,967 9,727 22,534 $ 45,228 The amortized cost and fair value of securities at December 31, 2013 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without any penalties (dollars in thousands). Held to Maturity Available for Sale Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Amortized Cost Amortized Cost Fair Value Fair Value $ 2,447 $ 2,497 $ 6,305 24,677 26,198 42,963 42,709 1,610 141,675 138,206 — 80,763 78,557 1,439 — 6,367 $ Total securities $ 28,563 $ 30,305 $ 271,768 $ 265,777 62 Proceeds from sales of securities available for sale were $77.8 million, $149.9 million and $216.8 million during the years ended December 31, 2013, 2012 and 2011, respectively. Gains and losses on the sale of securities are determined using the specific identification method. Gross realized gains and losses on sales of securities available for sale during the years ended December 31, 2013, 2012 and 2011 were as follows (dollars in thousands): Gross realized gains Gross realized losses Net securities gains 2013 $ 645 (127) $ 518 2012 $ 2,236 (744) $ 1,492 2011 $ 2,953 (85) $ 2,868 In estimating other than temporary impairment (OTTI) losses, management considers the length of time and the extent to which the fair value has been less than cost, the financial condition and short-term prospects for the issuer, and the intent and ability of management to hold its investment for a period of time to allow a recovery in fair value. There were no investments held that had OTTI losses for the years ended December 31, 2013, 2012 and 2011. The fair value and gross unrealized losses for securities available for sale, segregated by the length of time that individual securities have been in a continuous gross unrealized loss position, at December 31, 2013 and 2012 were as follows (dollars in thousands): Less than 12 Months December 31, 2013 12 Months or More U.S. Treasury issue and other U.S. Gov’t agencies U.S. Gov’t sponsored agencies State, county and municipal Corporate and other bonds Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total Fair Value $ 35,873 486 92,010 3,332 2,767 14,572 $ 149,040 Unrealized Loss Fair Value $ 37,638 — 6,445 991 — 1,557 46,631 $ (531) (1) (5,343) (42) (198) (258) (6,373) $ $ Unrealized Loss Fair Value $ 73,511 486 98,455 4,323 2,767 16,129 $ 195,671 $ (436) — (742) (5) — (22) (1,205) $ Less than 12 Months December 31, 2012 12 Months or More U.S. Treasury issue and other U.S. Gov’t agencies U.S. Gov’t sponsored agencies State, county and municipal Corporate and other bonds Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total Fair Value $ 70,561 — 17,404 1,485 1,688 4,779 95,917 $ Unrealized Loss Fair Value $ — — — — — — — $ (565) — (271) (8) (10) (83) (937) $ $ Unrealized Loss Fair Value $ 70,561 — 17,404 1,485 1,688 4,779 95,917 $ — — — — — — — $ $ Total Unrealized Loss $ (967) (1) (6,085) (47) (198) (280) (7,578) $ Total Unrealized Loss $ (565) — (271) (8) (10) (83) (937) $ The unrealized losses (impairments) in the investment portfolio as of December 31, 2013 and 2012 are generally a result of market fluctuations that occur daily. At December 31, 2013, the unrealized losses are from 256 securities. Of those, 251 are investment grade and are backed by insurance, U.S. government agency guarantees, or the full faith and credit of local municipalities throughout the United States. Investment grade corporate obligations comprise the remaining five securities with unrealized losses at December 31, 2013. The Company considers the reason for impairment, length of impairment and ability to hold until the full value is recovered in determining if the impairment is temporary in nature. Based on this analysis, the Company has determined these impairments to be temporary in nature. The Company does not intend to sell and it is more likely than not that the Company will not be required to sell these securities until they recover in value. Market prices are affected by conditions beyond the control of the Company. Investment decisions are made by the management group of the Company and reflect the overall liquidity and strategic asset/liability objectives of the Company. Management analyzes the securities portfolio frequently and manages the portfolio to provide an overall positive impact to the Company’s financial statements. Securities with amortized costs of $109.1 million and $111.7 million as of December 31, 2013 and 2012, respectively, were pledged to secure public deposits and for other purposes required or permitted by law. At each of December 31, 2013 63 and 2012, there were no securities purchased from a single issuer, other than U.S. Treasury issue and other U.S. Government agencies that comprised more than 10% of the consolidated shareholders’ equity. Note 3. Loans Not Covered by FDIC Shared-loss Agreements (Non-covered Loans) and Related Allowance for Loan Losses The Company’s non-covered loans at December 31, 2013 and 2012 were comprised of the following (dollars in thousands): December 31, 2013 Amount % of Non-Covered Loans December 31, 2012 Amount % of Non-Covered Loans Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Gross loans Less unearned income on loans Non-covered loans, net of unearned income $ 141,974 239,389 54,745 6,369 35,774 9,267 487,518 101,761 5,623 1,435 596,337 (164) $ 596,173 23.81 % 40.14 9.18 1.07 6.00 1.55 81.75 17.07 0.94 0.24 100.00 % $ 135,420 246,521 61,127 7,230 28,683 10,359 489,340 77,835 6,929 1,526 575,630 (148) $ 575,482 23.53 % 42.83 10.62 1.26 4.98 1.79 85.01 13.52 1.20 0.27 100.00 % The Company held $38.5 million and $40.9 million in balances of loans guaranteed by the United States Department of Agriculture (USDA), which are included in various categories in the table above, at December 31, 2013 and 2012, respectively. As these loans are 100% guaranteed by the USDA, no loan loss provision is required. These loan balances included an unamortized purchase premium of $2.5 million and $3.4 million at December 31, 2013 and 2012, respectively. Unamortized purchase premium is recognized as an adjustment of the related loan yield on a straight line basis. At December 31, 2013 and 2012, the Company’s allowance for credit losses is comprised of the following: (i) any specific valuation allowances calculated in accordance with FASB ASC 310, Receivables, (ii) general valuation allowances calculated in accordance with FASB ASC 450, Contingencies, based on economic conditions and other qualitative risk factors, and (iii) historical valuation allowances calculated using historical loan loss experience. Management identified loans subject to impairment in accordance with FASB ASC 310. Interest income on nonaccrual loans, if recognized, is recorded using the cash basis method of accounting. There were no significant amounts recognized during either of the years ended December 31, 2013, 2012, and 2011. For the years ended December 31, 2013, 2012 and 2011, estimated interest income of $980,000, $1.3 million and $1.8 million, respectively, would have been recorded if all such loans had been accruing interest according to their original contractual terms. 64 The following table summarizes information related to impaired loans as of December 31, 2013 (dollars in thousands): With an allowance recorded: Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Subtotal impaired loans with valuation allowance With no related allowance recorded: Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Subtotal impaired loans without valuation allowance Total: Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total impaired loans Recorded Investment (1) Unpaid Principal Balance (2) Related Allowance $ 3,485 920 4,148 225 — — 8,778 127 49 — $ 3,739 1,091 5,298 226 — — 10,354 794 51 — 881 150 508 40 — — 1,579 16 9 — 8,954 $ 11,199 $ 1,604 $ 1,189 1,714 1,734 — — 204 4,841 — 6 — $ 1,228 1,969 4,335 — — 222 7,754 — 6 — 4,847 $ 7,760 $ 4,674 2,634 5,882 225 — 204 13,619 127 55 — 13,801 $ $ 4,967 3,060 9,633 226 — 222 18,108 794 57 — 18,959 $ $ — — — — — — — — — — — 881 150 508 40 — — 1,579 16 9 — 1,604 $ $ $ $ $ $ (1) The amount of the investment in a loan, which is not net of a valuation allowance, but which does reflect any direct write-down of the investment. (2) The contractual amount due, which reflects paydowns applied in accordance with loan documents, but which does not reflect any direct write- downs. 65 The following table summarizes information related to impaired loans as of December 31, 2012 (dollars in thousands): With an allowance recorded: Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Subtotal impaired loans with valuation allowance With no related allowance recorded: Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Subtotal impaired loans without valuation allowance Total: Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total impaired loans Recorded Investment (1) Unpaid Principal Balance (2) Related Allowance $ $ $ $ $ $ 3,838 2,741 7,412 124 — 250 14,365 509 78 — 14,952 2,702 3,076 1,578 48 — — 7,404 — 9 — 7,413 6,540 5,817 8,990 172 — 250 21,769 509 87 — 22,365 $ $ $ $ $ $ $ 4,021 2,827 10,355 170 — 580 17,953 582 79 — 18,614 $ $ 3,094 3,281 1,961 48 — — 8,384 183 9 — 8,576 $ 7,115 6,108 12,316 218 — 580 26,337 765 88 — 27,190 $ $ 897 725 850 22 — 20 2,514 121 21 — 2,656 — — — — — — — — — — — 897 725 850 22 — 20 2,514 121 21 — 2,656 (1) The amount of the investment in a loan, which is not net of a valuation allowance, but which does reflect any direct write-down of the (2) investment. The contractual amount due, which reflects paydowns applied in accordance with loan documents, but which does not reflect any direct write-downs. 66 The following table summarizes the average recorded investment of impaired loans for the years ended December 31, 2013, 2012 and 2011 (dollars in thousands): Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total impaired loans Average Recorded Investment 2012 2013 2011 $ 5,607 4,225 7,436 198 — 227 17,693 318 72 — $ 18,083 $ 6,770 10,505 10,602 184 — 93 28,154 773 137 — $ 29,064 $ 8,731 12,212 21,345 263 — 100 42,651 1,704 101 — $ 44,456 The majority of impaired loans are also nonaccruing for which no interest income was recognized during each of the years ended December, 2013, 2012 and 2011. No significant amounts of interest income were recognized on accruing impaired loans for the years ended December, 2013, 2012 and 2011. The following table presents non-covered nonaccrual loans by category (dollars in thousands): Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total loans December 31 2013 2012 $ 4,229 1,382 5,882 225 — 205 11,923 127 55 — $ 12,105 $ 5,562 5,818 8,815 141 — 250 20,586 385 77 — $ 21,048 Troubled debt restructurings, special mention loans, and some substandard loans still accruing interest are loans that management expects to ultimately collect all principal and interest due, but not under the terms of the original contract. A reconciliation of impaired loans to nonaccrual loans at December 31, 2013 and 2012 is set forth in the table below (dollars in thousands): Nonaccruals Trouble debt restructure and still accruing Special mention Substandard and still accruing Total impaired December 31 2013 $ 12,105 1,696 — — $ 13,801 2012 $ 21,048 847 299 171 $ 22,365 67 The following tables present an age analysis of past due status of non-covered loans by category for the years ended December 31, 2013 and 2012 (dollars in thousands): Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total loans Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total loans 30-89 Days Past Due 1,455 $ — 242 — — — 1,697 115 58 — 1,870 $ 30-89 Days Past Due 1,433 $ — 298 — — — 1,731 85 40 — 1,856 $ $ $ $ $ December 31, 2013 90 Days Past Due Total Past Due Current Total Loans Receivable Recorded Investment 90 Days and Accruing 4,229 $ 1,382 5,882 225 — 205 11,923 127 55 — 5,684 $ 136,290 $ 1,382 6,124 225 — 205 13,620 242 113 — 12,105 $ 13,975 $ 582,362 $ 238,007 48,621 6,144 35,774 9,062 473,898 101,519 5,510 1,435 141,974 $ 239,389 54,745 6,369 35,774 9,267 487,518 101,761 5,623 1,435 596,337 $ — — — — — — — — — — — December 31, 2012 90 Days Past Due Total Past Due Current Total Loans Receivable 5,797 $ 5,818 9,089 141 — 250 21,095 385 77 — 7,230 $ 128,190 $ 5,818 9,387 141 — 250 22,826 470 117 — 21,557 $ 23,413 $ 552,217 $ 240,703 51,740 7,089 28,683 10,109 466,514 77,365 6,812 1,526 135,420 $ 246,521 61,127 7,230 28,683 10,359 489,340 77,835 6,929 1,526 575,630 $ Recorded Investment 90 Days and Accruing 235 — 274 — — — 509 — — — 509 68 Activity in the allowance for loan losses on non-covered loans for the years ended December 31, 2013, 2012 and 2011 is presented in the following tables (dollars in thousands): December 31, 2012 Provision Allocation Charge offs Recoveries December 31, 2013 $ Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total loans $ 3,985 $ 2,482 3,773 142 303 61 10,746 1,961 195 18 12,920 $ 332 $ (432) $ 1,269 (1,378) 9 (170) (20) (1,580) (877) (105) — (5) 42 (44) (6) 8 — $ (2,999) (325) (167) — (3,491) $ 56 $ 20 694 48 — 39 857 82 76 — 1,015 $ 3,941 2,191 2,212 94 133 75 8,646 1,674 98 26 10,444 December 31, 2011 Provision Allocation Charge offs Recoveries December 31, 2012 $ Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total loans $ 3,451 $ 3,048 5,729 296 224 25 12,773 1,810 241 11 14,835 $ 2,283 $ 15 (1,539) (165) 79 75 748 604 91 7 1,450 $ (1,786) $ (654) (2,058) (45) — (39) (4,582) (695) (220) — (5,497) $ 37 $ 73 1,641 56 — — 1,807 242 83 — 2,132 $ 3,985 2,482 3,773 142 303 61 10,746 1,961 195 18 12,920 December 31, 2010 Provision Allocation Charge offs Recoveries December 31, 2011 Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture $ Total real estate loans Commercial loans Consumer installment loans All other loans Total loans $ 6,262 $ 5,287 10,039 406 260 266 22,520 2,691 257 75 25,543 $ (998) $ 563 (288) (32) (36) (241) (1,032) 2,527 67 (64) (1,831) $ (2,856) (4,123) (81) — — (8,891) (3,615) (288) — 18 $ 54 101 3 — — 176 207 205 — 1,498 $ (12,794) $ 588 $ 3,451 3,048 5,729 296 224 25 12,773 1,810 241 11 14,835 69 Included in charge-offs for the year ended December 31, 2013 was a $500,000 writedown arising from the transfer of a loan from non-covered loans to loans held for sale. The following tables present information on the non-covered loans evaluated for impairment in the allowance for loan losses as of December 31, 2013 and 2012 (dollars in thousands): December 31, 2013 Allowance for Loan Losses Recorded Investment in Loans Individually Evaluated for Impairment (1) Collectively Evaluated for Impairment Total Individually Evaluated for Impairment (1) Collectively Evaluated for Impairment Total Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total loans $ $ 923 $ 200 651 42 — — 1,816 18 9 — 1,843 $ 3,018 $ 1,991 1,561 52 133 75 6,830 1,656 89 26 3,941 2,191 2,212 94 133 75 8,646 1,674 98 26 8,601 $ 10,444 $ $ 6,708 $ 8,016 8,619 254 — 205 23,802 192 57 — 24,051 $ 135,266 $ 141,974 231,373 239,389 54,745 46,126 6,369 6,115 35,774 35,774 9,267 9,062 487,518 463,716 101,761 101,569 5,623 5,566 1,435 1,435 572,286 $ 596,337 December 31, 2012 Allowance for Loan Losses Recorded Investment in Loans Individually Evaluated for Impairment (1) Collectively Evaluated for Impairment Total Individually Evaluated for Impairment (1) Collectively Evaluated for Impairment Total $ $ 1,003 $ 864 1,306 29 — 21 3,223 125 22 — 3,370 $ 2,982 $ 1,618 2,467 113 303 40 7,523 1,836 173 18 3,985 2,482 3,773 142 303 61 10,746 1,961 195 18 9,550 $ 12,920 $ $ 10,340 $ 15,636 14,173 234 — 250 40,633 605 92 — 41,330 $ 125,080 $ 135,420 246,521 230,885 61,127 46,954 7,230 6,996 28,683 28,683 10,359 10,109 489,340 448,707 77,835 77,230 6,929 6,837 1,526 1,526 534,300 $ 575,630 Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total loans (1) The category “Individually Evaluated for Impairment” includes loans individually evaluated for impairment and determined not to be impaired. These loans totaled $10.0 million and $19.0 million at December 31, 2013 and 2012, respectively. The allowance for loans losses allocated to these loans was $239,000 and $714,000 at December 31, 2013 and 2012, respectively. Non-covered loans are monitored for credit quality on a recurring basis. These credit quality indicators are defined as follows: Pass - A pass loan is not adversely classified, as it does not display any of the characteristics for adverse classification. This category includes purchased loans that are 100% guaranteed by U.S. Government agencies of $38.5 million and $40.9 million at December 31, 2013 and 2012, respectively. Special Mention - A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, such potential weaknesses may result in deterioration of the repayment prospects or collateral position at some future date. Special mention loans are not adversely classified and do not warrant adverse classification. 70 Substandard - A substandard loan is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard generally have a well defined weakness, or weaknesses, that jeopardize the liquidation of the debt. These loans are characterized by the distinct possibility of loss if the deficiencies are not corrected. Doubtful - A doubtful loan has all the weaknesses inherent in a loan classified as substandard with the added characteristics that the weaknesses make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions, and values. The following tables present the composition of non-covered loans by credit quality indicator at December 31, 2013 and 2012 (dollars in thousands): Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total loans Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total loans $ $ $ $ December 31, 2013 Special Mention Substandard Doubtful Total 8,193 $ 11,135 2,178 428 — — 21,934 2,955 222 — 25,111 $ 6,707 $ 6,768 8,618 254 — 204 22,551 192 57 — 22,800 $ — $ — — — — — — — — — — $ 141,974 239,389 54,745 6,369 35,774 9,267 487,518 101,761 5,623 1,435 596,337 Pass 127,074 $ 221,486 43,949 5,687 35,774 9,063 443,033 98,614 5,344 1,435 548,426 $ December 31, 2012 Pass Special Mention Substandard Doubtful Total 118,931 $ 209,347 36,261 6,519 27,514 10,109 408,681 76,148 6,617 1,526 492,972 $ 6,496 $ 21,540 10,954 477 1,169 — 40,636 1,205 220 — 42,061 $ 9,993 $ 15,478 13,912 234 — 250 39,867 482 92 — 40,441 $ — $ 156 — — — — 156 — — — 156 $ 135,420 246,521 61,127 7,230 28,683 10,359 489,340 77,835 6,929 1,526 575,630 In accordance with FASB ASU 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring, the Company assesses all loan modifications to determine whether they are considered troubled debt restructurings (TDRs) under the guidance. During the year ended December 31, 2013, the Bank modified two residential 1-4 family loans that were considered to be TDRs. The Company extended the terms and lowered the interest rate for both of these loans, which had an aggregate pre- and post-modification balance of $501,000. During the year ended December 31, 2012, the Bank modified six loans that were considered to be TDRs. The Company extended the terms for four of these loans and the interest rate was lowered for five of these loans. These restructures included payments of $202,000 for one of these loans. The following table presents information relating to loans modified as TDRs during the year ended December 31, 2012 (dollars in thousands): 71 Year ended December 31, 2012 Number of Contracts Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Total real estate loans Total loans 3 2 1 6 6 $ 765 4,150 675 5,590 $ 5,590 $ 765 3,948 675 5,388 $ 5,388 A loan is considered to be in default if it is 90 days or more past due. There was one TDR that had been restructured during the previous 12 months that resulted in default during the year ended December 31, 2013. This residential 1-4 family loan had a recorded investment of $173,000. During the year ended December 31, 2012, one loan that had been restructured during the previous 12 months was in default. This construction real estate loan had a recorded investment of $519,000 at December 31, 2012. In the determination of the allowance for loan losses, management considers TDRs and subsequent defaults in these restructurings by reviewing these loans for impairment in accordance with FASB ASC 310-10-35, Receivables, Subsequent Measurement. At December 31, 2013, the Company had 1-4 family mortgages in the amount of $139.3 million pledged as collateral to the Federal Home Loan Bank (FHLB) for a total borrowing capacity of $88.1 million. Note 4. Loans Covered by FDIC Shared-loss Agreements (Covered Loans) and Related Allowance for Loan Losses On January 30, 2009, the Company entered into a Purchase and Assumption Agreement with the Federal Deposit Insurance Corporation (FDIC) to assume all of the deposits and certain other liabilities and acquire substantially all assets of Suburban Federal Savings Bank (SFSB). The Company is applying the provisions of FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, to all loans acquired in the SFSB transaction (the “covered loans”). Of the total $198.3 million in loans acquired, $49.1 million met the criteria of FASB ASC 310-30. These loans, consisting mainly of construction loans, were deemed impaired at the acquisition date. The remaining $149.1 million of loans acquired, comprised mainly of residential 1-4 family, were analogized to meet the criteria of FASB ASC 310-30. Analysis of this portfolio revealed that SFSB utilized weak underwriting and documentation standards, which led the Company to believe that significant losses were probable given the economic environment at that time. As of December 31, 2013 and 2012, the outstanding contractual balance of the covered loans was $117.0 million and $137.2 million, respectively. The carrying amount, by loan type, as of these dates is as follows (dollars in thousands): Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total covered loans December 31, 2013 % of Covered Loans 88.18 % 1.90 4.01 5.32 0.36 0.23 100.00 % — — — 100.00 % Amount $ 64,610 1,389 2,940 3,898 266 172 73,275 — — — $ 73,275 72 December 31, 2012 % of Covered Loans Amount $ 74,046 1,986 3,264 4,864 304 172 84,636 — 1 — $ 84,637 87.47 % 2.35 3.86 5.75 0.36 0.20 99.99 % — 0.01 — 100.00 % There was no activity in the allowance for loan losses on covered loans for the year ended December 31, 2013. Activity in the allowance for loan losses on covered loans for the years ended December 31, 2012 and 2011, was comprised of the following (dollars in thousands): December 31, 2011 Provision Allocation Charge offs Recoveries December 31, 2012 Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Multifamily Total real estate loans Total covered loans $ $ 473 $ 303 — — 776 776 $ (218) $ (71) 4 35 (250) (250) $ (12) $ — (22) (315) (349) (349) $ 9 $ — 18 280 307 307 $ 252 232 — — 484 484 Mortgage loans on real estate: Residential 1-4 family Commercial Total real estate loans Total covered loans December 31, 2010 Provision Allocation Charge offs Recoveries December 31, 2011 $ $ 526 $ 303 829 829 $ — $ (53) $ — — $ — (53) (53) $ — $ — — — $ 473 303 776 776 The following table presents information on the covered loans collectively evaluated for impairment in the allowance for loan losses at December 31, 2013 and 2012 (dollars in thousands): Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Total covered loans December 31, 2013 December 31, 2012 Allowance for loan losses Recorded investment in loans Allowance for loan losses Recorded investment in loans $ 252 232 — — — — 484 — — — $ 484 $ 64,610 1,389 2,940 3,898 266 172 73,275 — — — $ 73,275 $ 252 232 — — — — 484 — — — $ 484 $ 74,046 1,986 3,264 4,864 304 172 84,636 — 1 — $ 84,637 73 The change in the accretable yield balance since January 1, 2011 is as follows: Balance at January 1, 2011 Accretion Reclassification from (to) nonaccretable yield Balance at December 31, 2011 Accretion Reclassification from (to) nonaccretable yield Balance at December 31, 2012 Accretion Reclassification from (to) nonaccretable yield Balance at December 31, 2013 $ 75,718 (17,525) (1,883) 56,310 (14,105) 11,939 54,144 (11,936) 9,307 $ 51,515 The covered loans were not classified as nonperforming assets at December 31, 2013 and 2012 as the loans are accounted for on a pooled basis, and interest income, through accretion of the difference between the carrying amount of the loans and the expected cash flows, is being recognized on all purchased loans. Note 5. FDIC Agreements and FDIC Indemnification Asset On January 30, 2009, the Company entered into a Purchase and Assumption Agreement with the FDIC to assume all of the deposits and certain other liabilities and acquire substantially all assets of SFSB. Under the shared-loss agreements that are part of that agreement, the FDIC will reimburse the Bank for 80% of losses arising from covered loans and foreclosed real estate assets, on the first $118 million in losses on such covered loans and foreclosed real estate assets, and for 95% of losses on covered loans and foreclosed real estate assets thereafter. Under the shared-loss agreements, a “loss” on a covered loan or foreclosed real estate is defined generally as a realized loss incurred through a permitted disposition, foreclosure, short-sale or restructuring of the covered loan or foreclosed real estate. The reimbursements for losses on single family one- to-four residential mortgage assets are to be made quarterly through March 2019, and the reimbursements for losses on other covered assets are to be made quarterly through March 2014. The shared-loss agreements provide for indemnification from the first dollar of losses without any threshold requirement. The reimbursable losses from the FDIC are based on the book value of the relevant loan as determined by the FDIC at the date of the transaction, January 30, 2009. New loans made after that date are not covered by the shared-loss agreements. The fair value of the shared-loss agreements is detailed below. The Company is accounting for the shared-loss agreements as an indemnification asset pursuant to the guidance in FASB ASC 805, Business Combinations. The FDIC indemnification asset is required to be measured in the same manner as the asset or liability to which it relates. The FDIC indemnification asset is measured separately from the covered loans and other real estate owned assets (OREO) because it is not contractually embedded in the covered loan and OREO, and is not transferable should the Company choose to dispose of them. Fair value was estimated using projected cash flows available for loss sharing based on the credit adjustments estimated for each loan pool and other real estate owned and the loss sharing percentages outlined in the shared-loss agreements. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. Because the acquired loans are subject to shared-loss agreements and a corresponding indemnification asset exists to represent the value of expected payments from the FDIC, increases and decreases in loan accretable yield due to changing loss expectations will also have an impact to the valuation of the FDIC indemnification asset. Improvement in loss expectations will typically increase loan accretable yield and decrease the value of the FDIC indemnification asset, and in some instances, result in an amortizable premium on the FDIC indemnification asset. Increases in loss expectations will typically be recognized as impairment in the current period through allowance for loan losses, resulting in additional noninterest income for the amount of the increase in the FDIC indemnification asset. In addition to the premium amortization, the balance of the FDIC indemnification asset is affected by expected payments from the FDIC. Under the terms of the shared-loss agreements, the FDIC will reimburse the Company for loss events incurred related to the covered loan portfolio. These events include such things as future writedowns due to decreases in the fair market value of OREO, net loan charge-offs and recoveries, and net gains and losses on OREO sales. As discussed above, the shared-loss agreement for assets other than single family one-to-four mortgages expires March 2014. The portion of the FDIC indemnification asset related to those assets was $213,000 at December 31, 2013, of which $79,000 represented estimated losses to be reimbursed by the FDIC. 74 The following table presents the balances of the FDIC indemnification asset at December 31, 2013, 2012 and 2011 (dollars in thousands): January 1, 2011 Increases: Anticipated Expected Losses Estimated Loss Sharing Value Amortizable Premium (Discount) at PV FDIC Indemnification Asset Total $ 46,250 $ 37,000 $ 21,369 $ 58,369 Writedown of OREO property to FMV 1,902 1,522 1,522 Decreases: Net amortization of premium Reclassifications to FDIC receivable: Net loan charge-offs and recoveries OREO sales Reimbursements requested from FDIC Reforecasted change in anticipated expected losses December 31, 2011 Increases: (3,319) (2,764) (2,525) (10,831) 28,713 (2,655) (2,211) (2,020) (8,665) 22,971 Writedown of OREO property to FMV 622 497 Decreases: Net amortization of premium Reclassifications to FDIC receivable: Net loan charge-offs and recoveries OREO sales Reimbursements requested from FDIC Reforecasted change in anticipated expected losses December 31, 2012 Increases: Writedown of OREO property to FMV Decreases: Net amortization of premium Reclassifications to FDIC receivable: Net loan charge-offs and recoveries OREO sales Reimbursements requested from FDIC Reforecasted change in anticipated expected losses December 31, 2013 Note 6. Premises and Equipment (1,321) (1,140) (495) (3,174) 23,205 344 (1,057) (912) (396) (2,539) 18,564 275 (1,268) (1,180) (370) (7,217) $ 13,514 (1,014) (944) (296) (5,774) $ 10,811 A summary of the bank premises and equipment is as follows (dollars in thousands): (10,364) (10,364) (2,655) (2,211) (2,020) - 42,641 497 (6,936) (1,057) (912) (396) - 33,837 275 (6,449) (1,014) (944) (296) - $ 25,409 8,665 19,670 (6,936) 2,539 15,273 (6,449) 5,774 $ 14,598 Land Land improvements and buildings Leasehold improvements Furniture and equipment Construction in progress Total Less accumulated depreciation and amortization Bank premises and equipment, net December 31 2013 2012 $ 7,681 $ 11,808 21,087 23,519 58 54 5,574 5,912 1,385 29 35,785 41,322 (7,684) $ 27,872 $ 33,638 (7,913) Depreciation expense for the year ended December 31, 2013, 2012 and 2011 amounted to $1.6 million, $1.7 million, and $1.8 million, respectively. 75 Note 7. Other Intangibles Core deposit intangibles are recognized, amortized and evaluated for impairment as required by FASB ASC 350, Intangibles. As a result of the mergers with TransCommunity Financial Corporation (TFC), and BOE Financial Services of Virginia, Inc. (BOE) on May 31, 2008, the Company recorded $15.0 million in core deposit intangible assets, which are being amortized over 9 years. Core deposit intangibles resulting from the Georgia and Maryland transactions, in 2008 and 2009, respectively, equaled $3.2 million and $2.1 million, respectively, and are being amortized over 9 years. The core deposit intangible related to the Georgia transaction was written off in conjunction with the sale of the branches in that market (See Note 29). The Company estimates that it will recognize amortization expense of $1.9 million for each of the next three years and the final $898,000 in the year ended December 31, 2017. Other intangible assets are presented in the following table (dollars in thousands): Core deposit intangibles Accumulated amortization Reduction due to sale of deposits Balance December 31, 2013 December 31, 2012 $ 20,290 (12,196) (1,473) $ 6,621 $ 20,290 (9,994) — $ 10,296 Note 8. Deposits The following table presents interest-bearing deposits by type at December 31, 2013 and 2012 (dollars in thousands): NOW MMDA Savings Time deposits less than $100,000 Time deposits $100,000 and over Total interest-bearing deposits December 31, 2013 December 31, 2012 $ 102,111 94,170 75,159 235,482 315,287 $ 822,209 $ 142,923 113,171 77,506 287,422 275,318 $ 896,340 The scheduled maturities of time deposits at December 31, 2013 are as follows (dollars in thousands): 2014 2015 2016 2017 2018 2019 Total $ 316,584 135,836 64,255 17,864 15,388 842 $ 550,769 76 Note 9. Accumulated Other Comprehensive (Loss) Income The following tables present activity net of tax in accumulated other comprehensive (loss) income (AOCI) for the years ended December 31, 2013, 2012 and 2011 (dollars in thousands): Year ended December 31, 2013 Unrealized Gain/Loss on Securities Defined Benefit Pension Plan Total Other Comprehensive (Loss) Income Beginning balance Other comprehensive (loss) income before reclassifications Amounts reclassified from AOCI Net current period other comprehensive loss Ending balance $ 3,903 $ (1,075) $ 2,828 (7,515) (342) (7,857) $ (3,954) 1,394 (474) 920 $ (155) (6,121) (816) (6,937) $ (4,109) Year ended December 31, 2012 Unrealized Gain/Loss on Securities Defined Benefit Pension Plan Total Other Comprehensive (Loss) Income Beginning balance Other comprehensive (loss) income before reclassifications Amounts reclassified from AOCI Net current period other comprehensive loss Ending balance $ 3,257 $ (1,038) $ 2,219 1,631 (985) 646 $ 3,903 (57) 20 (37) $ (1,075) 1,574 (965) 609 $ 2,828 Year ended December 31, 2011 Unrealized Gain/Loss on Securities Defined Benefit Pension Plan Total Other Comprehensive (Loss) Income Beginning balance Other comprehensive (loss) income before reclassifications Amounts reclassified from AOCI Net current period other comprehensive loss Ending balance $ (145) $ — $ (145) 5,295 (1,893) 3,402 $ 3,257 (1,573) 535 (1,038) $ (1,038) 3,722 (1,358) 2,364 $ 2,219 77 The following tables present the effects of reclassifications out of AOCI on line items of consolidated income for the years ended December 31, 2013, 2012 and 2011 (dollars in thousands): Details about AOCI Components Unrealized (gain) loss on securities available for sale Amortization of defined benefit pension items Actuarial gain (loss) Prior service cost Amount Reclassified from AOCI Year ended December 31, 2012 December 31, 2011 December 31, 2013 Affected Line Item in the Unaudited Consolidated Statement of Income $ (518) 176 $ (342) $ (1,492) 507 $ (985) $ (2,868) 975 $ (1,893) Gain on securities transactions, net Income tax expense Net of tax $ 1,462 (68) (474) $ 920 $ (57) — 20 $ (37) $ (1.573) — 535 $ (1.038) (1) (1) Income tax expense Net of tax (1) This other comprehensive income component is included in the computation of net periodic pension cost (See Note 12, “ Employee Benefit Plans” for details). Note 10. Income Taxes The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31 are as follows (dollars in thousands): Deferred tax assets: 2013 2012 Allowance for loan losses Deferred compensation Nonaccrual loan interest Unrealized loss on available for sale securities FAS 158 adjustment pension Stock based compensation Net operating loss carryforward Alternative minimum tax credit Depreciation OREO Other Deferred tax liabilities: Accrued pension Purchase accounting adjustment Unrealized gain on available for sale securities Other Net deferred tax asset $ $ $ $ 3,715 633 931 2,037 81 205 — — 118 618 146 8,484 355 2,257 — 56 2,668 5,816 $ 4,557 514 847 — 554 165 2,667 391 137 1,007 395 $ 11,234 359 4,089 2,011 37 6,496 4,738 $ $ The Company has analyzed the tax positions taken or expected to be taken in its tax returns and concluded that it has no liability related to uncertain tax positions in accordance with FASB ASC 740, Income Taxes. 78 The Company has evaluated the need for a deferred tax valuation allowance for the year ended December 31, 2013 in accordance with FASB ASC 740. Based on a three year income projection of taxable income and tax strategies that would result in potential securities gains and the effects of off-setting deferred tax liabilities, the Company believes that it is more likely than not that the deferred tax assets are realizable. Therefore, no allowance is required. Years 2010 through 2013 are subject to audit by taxing authorities. The Company had a net operating loss carryforward of $7.8 million as of December 31, 2012. The Company has utilized all of the available net operating loss carryforward as of December 31, 2013. Allocation of the income tax expense between current and deferred portions is as follows (dollars in thousands): Current tax provision Deferred tax expense (benefit) Income tax expense (benefit) 2012 2013 22 $ $ — $ 2,497 2,126 $ 2,497 $ 2,148 $ 2011 (907) 967 60 The following is a reconciliation of the expected income tax expense with the reported expense for each year: Statutory federal income tax rate (Reduction) Increase in taxes resulting from: Municipal interest Bank owned life insurance income Other, net Effective tax rate 2013 34.0% 2012 34.0 % (2.6) (3.0) 1.3 29.7% (2.0 ) (2.7 ) (1.5 ) 27.8 % 2011 34.0 % (21.8 ) (6.2 ) (2.0) 4.0% Note 11. Borrowings The Company uses borrowings in conjunction with deposits to fund lending and investing activities. Borrowings include funding of a short-term and long-term nature. Short-term funding includes overnight borrowings from correspondent banks and securities sold under agreements to repurchase. Long-term borrowings are obtained through the FHLB of Atlanta. As of December 31, 2013, the Company had 1-4 family mortgages in the amount of $139.3 million pledged as collateral to the FHLB for a total borrowing capacity of $88.1 million. The following information is provided for borrowings balances, rates, and maturities (dollars in thousands): Short-term: Federal Funds purchased Securities sold under agreements to repurchase Total short-term borrowings As of December 31 2013 2012 $ — $ 5,412 6,000 $ 6,000 $ — 5,412 Maximum month-end outstanding balance Average outstanding balance during the year Average interest rate during the year Average interest rate at end of year $ 9,722 $ 1,451 $ $ 0.55 % 0.45% 16,446 1,348 0.64% 0.43% Long-term: Federal Home Loan Bank advances Maximum month-end outstanding balance Average outstanding balance during the year Average interest rate during the year Average interest rate at end of year $ $ $ $ 77,125 $ 77,303 $ 51,252 1.10% 0.66% 49,828 50,000 41,235 2.40% 1.24% 79 Maturities of fixed rate long-term debt at December 31, 2013 are as follows (dollars in thousands): 2014 2015 2016 2017 2018 Thereafter Total $ 30,000 20,000 10,000 5,000 — 12,125 $ 77,125 The Company had unsecured lines of credit with correspondent banks available for overnight borrowing totaling $26 million at December 31, 2013. Note 12. Employee Benefit Plans The Company adopted the Bank of Essex noncontributory, defined benefit pension plan for all full-time pre-merger Bank of Essex employees over 21 years of age. Benefits are generally based upon years of service and the employees’ compensation. The Company funds pension costs in accordance with the funding provisions of the Employee Retirement Income Security Act. The Company has frozen the plan benefits for all the Defined Benefit Plan participants effective December 31, 2010. The following table provides a reconciliation of the changes in the plan’s benefit obligations and fair value of assets for the year ended December 31, 2013 and 2012 (dollars in thousands): Change in Benefit Obligation Benefit obligation, beginning of year Service cost Interest cost Actuarial gain/(loss) Benefits paid Change in obligation due to plan amendment Settlement (gain)/loss Benefit obligation, ending Change in Plan Assets Fair value of plan assets, beginning of year Actual return on plan assets Employer contributions Benefits paid Fair value of plan assets, ending Funded Status 2013 2012 $ 5,791 — 224 (749) (649) 68 (23) $ 4,662 $ 5,622 — 250 425 (488) — (18) $ 5,791 $ 5,255 879 — (649) 5,485 823 $ $ 3,157 586 2,000 (488) 5,255 $ (536) Amounts Recognized in Accumulated Other Comprehensive Income Amounts Recognized in the Balance Sheet Other assets Other liabilities Net loss Prior service cost Net obligation at transition Deferred tax Total amount recognized $ $ 823 — $ — 536 168 68 — (81) 155 $ 1,630 — — (555) $ 1,075 $ 80 The accumulated benefit obligation for the defined benefit pension plan at December 31, 2013 and 2012 was $4.7 million and $5.8 million, respectively. The following table provides the components of net periodic benefit cost for the plan for the years ended December 31, 2013, 2012 and 2011 (dollars in thousands): 2013 2012 2011 Components of Net Periodic Benefit Cost Interest cost Expected return on plan assets Recognized net loss due to settlement Recognized net actuarial loss Net periodic (benefit) cost $ $ $ 250 224 (405) 147 69 35 $ (408) 105 66 13 $ $ 260 (301) 3 — (38) Total recognized in net periodic benefit cost and accumulated other comprehensive (loss) income $ (1,359) $ 71 $ 1,534 The weighted-average assumptions used in the measurement of the Company’s benefit obligation and net periodic benefit cost are shown in the following table: Discount rate used for net periodic pension cost Discount rate used for disclosure Expected return on plan assets 2013 4.00% 5.00% 8.00% 2012 4.50% 4.00% 8.00% 2011 5.50% 4.50% 8.00% Other changes in plan assets and benefit obligations recognized in other comprehensive income during 2013 are as follows (dollars in thousands): Net (gain)/loss Prior service cost Total amount recognized $ $ (1,462) 68 (1,394) The estimated amounts that will amortize from accumulated other comprehensive income into net periodic benefit cost in 2014 are as follows (dollars in thousands): Prior service cost Net loss due to settlement Total amount recognized $ 5 11 $ 16 Long-Term Rate of Return The plan sponsor selects the expected long-term rate of return on assets assumption in consultation with its investment advisors and actuary. This rate is intended to reflect the average rate of earnings expected to be earned on the funds invested or to be invested to provide plan benefits. Historical performance is reviewed, especially with respect to real rates of return (net of inflation), for the major asset classes held or anticipated to be held by the trust, and for the trust itself. Undue weight is not given to recent experience that may not continue over the measurement period, with higher significance placed on current forecasts of future long-term economic conditions. Because assets are held in a qualified trust, anticipated returns are not reduced for taxes. Further, solely for this purpose, the plan is assumed to continue in force and not terminate during the period during which assets are invested. However, consideration is given to the potential impact of current and future investment policy, cash flow into and out of the trust, and expenses (both investment and non-investment) typically paid from plan assets (to the extent such expenses are not explicitly estimated within periodic cost). 81 Asset Allocation The pension plan’s weighted-average asset allocations as of December 31, 2013 and 2012 by asset category were as follows: Asset Category Mutual funds — fixed income Mutual funds — equity Cash and equivalents Total 2013 2012 40.00 % 60.00 0.00 100.00 % 39.00% 61.00 0.00 100.00% The fair value of plan assets is measured based on the fair value hierarchy as discussed in Note 21, “Fair Values of Assets and Liabilities”, to the Consolidated Financial Statements. The valuations are based on third party data received as of the balance sheet date. All plan assets are considered Level 1 assets, as quoted prices exist in active markets for identical assets. The following table presents the fair value of plan assets as of December 31, 2013 and 2012 (dollars in thousands): Cash Mutual funds: Fixed income funds International funds Large cap funds Mid cap funds Small cap funds Stock fund Assets measured at Fair Value (Level 1) December 31, 2013 December 31, 2012 $ 6 $ 5 2,178 828 844 570 201 857 $ 5,484 2,033 418 1,014 593 258 932 $ 5,253 The trust fund is sufficiently diversified to maintain a reasonable level of risk without imprudently sacrificing return, with a targeted asset allocation of 40% fixed income and 60% equities. The investment manager selects investment fund managers with demonstrated experience and expertise, and funds with demonstrated historical performance, for the implementation of the plan’s investment strategy. The investment manager will consider both actively and passively managed investment strategies and will allocate funds across the asset classes to develop an efficient investment structure. It is the responsibility of the trustee to administer the investments of the trust within reasonable costs, being careful to avoid sacrificing quality. These costs include, but are not limited to, management and custodial fees, consulting fees, transaction costs and other administrative costs chargeable to the trust. Estimated future contributions and benefit payments, which reflect expected future service, as appropriate, are as follows (dollars in thousands): Expected Employer Contributions 2014 Expected Benefit Payments 2014 2015 2016 2017 2018 2019-2023 82 $ $ — 421 744 227 86 394 1,159 401(k) Plan The Company combined the acquired BOE 401(k) and TFC 401(k) plans into the Essex Bank 401(k) plan effective October 1, 2010. The employee may contribute up to 100% of compensation, subject to statutory limitations. The Company matches 100% of employee contributions on the first 3% of compensation, then the Company matches 50% of employee contributions on the next 2% of compensation. The amounts charged to expense under these plans for the years ended December 31, 2013, 2012 and 2011 were $472,000, $473,000, and $332,000, respectively. Deferred Compensation Agreements The Company has deferred compensation agreements with certain key employees and the Board of Directors. The retirement benefits to be provided are fixed based upon the amount of compensation earned and deferred. Deferred compensation expense amounted to $124,000, $99,000, and $107,000 for the years ended December 31, 2013, 2012 and 2011, respectively. The expense associated with these agreements is offset by increased cash surrender value of life insurance policies on the individuals. Note 13. Stock Option Plans 2009 Stock Option Plan In 2009, the Company adopted the Community Bankers Trust Corporation 2009 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to further the long-term stability and financial success of the Company by attracting and retaining employees and directors through the use of stock incentives and other rights that promote and recognize the financial success and growth of the Company. The Company believes that ownership of company stock will stimulate the efforts of such employees and directors by further aligning their interests with the interest of the Company’s stockholders. The Plan is to be used to grant restricted stock awards, stock options in the form of incentive stock options and nonstatutory stock options, stock appreciation rights and other stock-based awards to employees and directors of the Company for up to 2,650,000 shares of common stock. No more than 1,500,000 shares may be issued in connection with the exercise of incentive stock options. Annual grants of stock options are limited to 500,000 shares for each participant. The exercise price of an incentive stock option cannot be less than 100% of the fair market value of such shares on the date of grant, provided that if the participant owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, the exercise price of an incentive stock option shall not be less than 110% of the fair market value of such shares on the date of grant. The exercise price of nonstatutory stock option awards cannot be less than 100% of the fair market value of such shares on the date of grant. The option exercise price may be paid in cash or with shares of common stock, or a combination of cash and common stock, if permitted under the participant’s option agreement. The Plan will expire on June 17, 2019, unless terminated sooner by the Board of Directors. The fair value of each option granted is estimated on the date of grant using the “Black Scholes Option Pricing” method with the following assumptions for the years ended December 31, 2013, 2012 and 2011: Expected volatility Expected dividend Expected term (years) Risk free rate 2013 50.0% 2.0% 6.25 1.38% 2012 50.0% 2.0% - 3.0% 6.25 0.77% - 1.31% 2011 50.0% 3.0% 5.50 1.12% The expected volatility is an estimate of the volatility of the Company’s share price based on historical performance. The risk free interest rates for periods within the contractual life of the awards are based on the U. S. Treasury Zero Coupon implied yield at the time of the grant correlating to the expected term. The expected term is based on the simplified method as provided by the Securities and Exchange Commission Staff Accounting Bulletin No 110 (SAB 110). In accordance with SAB 110, the Company has chosen to use the simplified method, as this is the first plan issued by the Company as Community Bankers Trust Corporation; therefore, no historical exercise data exists. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts over the life of the options at the time of the grant. 83 The Company plans to issue new shares of common stock when options are exercised. In January 2013, the Company granted 25,000 restricted shares of common stock to a senior executive in accordance with the minimum rules for long-term equity grants for companies participating in the Department of the Treasury’s TARP Capital Purchase Program. These rules require that for each 25% of total financial assistance repaid, 25% of the total restricted stock may become transferrable. See Note 27 for further information related to the Company’s participation in the TARP Capital Purchase Program. The Company issued equity grants to non-employee directors as payment for annual retainer fees. The fair market value of these grants was the closing price of the Company’s stock at the grant date. A summary of these grants for the years ended December 31, 2013, 2012 and 2011 is shown in the following table: 2013 Shares Issued Fair Market Value — $ — 3.37 3.24 3.65 3.70 8,751 9,096 8,073 7,965 For the Year Ended 2012 Shares Issued Fair Market Value — $ — — — 2.04 15,925 2.41 13,477 2.45 13,260 2011 Shares Issued Fair Market Value 39,972 $ 1.23 1.33 4,082 1.13 115,040 — — — — Month February March June September December In October 2011, the Company granted 50,000 employee options which vested 100% on December 31, 2011. The Company granted 270,000 options in 2012 and 230,000 options in 2013 to employees which vest ratably over the requisite service period of four years. A summary of options outstanding for the year ended December 31, 2013, is shown in the following table: Outstanding at beginning of year Granted Forfeited Expired Exercised Outstanding at end of year Options outstanding and exercisable at end of year Options Weighted Average Exercise Price $ 1.74 2.86 2.65 — 1.25 2.12 Aggregate Intrinsic Value $ 992,618 Number of Shares 412,000 230,000 (31,750) — (5,000) 605,250 195,313 1.95 $ 352,849 Weighted average remaining contractual life for outstanding and exercisable shares at year end 87 months The weighted average fair value per option of options granted during the year was $1.16, $0.46 and $0.36 for the years ended December 31, 2013, 2012 and 2011, respectively. The aggregate intrinsic value of a stock option in the table above represents the aggregate pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by option holders had all option holders exercised their options on December 31, 2013. This amount changes with changes in the market value of the Company’s stock. The Company received $6,000 in cash related to option exercises with a total intrinsic value of $11,000 for the period ended December 31, 2013. There were no options exercised for either of the periods ended December 31, 2012 and 2011. 84 The Company recorded total stock-based compensation expense of $253,000, $156,000 and $227,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Of the $253,000 in expense that was recorded in 2013, $135,000 related to employee grants and is classified as “personnel expense” on the Consolidated Statements of Income; $118,000 related to the non-employee director grants and is classified as “other operating expenses.”Of the $156,000 in expense that was recorded in 2012, $57,000 related to employee grants and is classified as “personnel expense” on the Consolidated Statements of Income; $99,000 related to the non-employee director grants and is classified as “other operating expenses.” Of the $227,000 in expense that was recorded in 2011, $44,000 related to employee grants and is classified as “personnel expense” on the Consolidated Statements of Income; $183,000 related to the non-employee director grants and is classified as “other operating expenses.” The following table summarizes non-vested options and restricted stock outstanding at December 31, 2013: Options Restricted Stock Number of Shares 299,000 230,000 (87,313) (31,750) 409,937 Weighted Average Grant-Date Fair Value $ 0.47 1.16 0.48 0.91 0.82 Number of Shares 7,500 — (3,750) — 3,750 Weighted Average Grant-Date Fair Value $ 2.78 — 2.78 — 2.78 Non-vested at beginning of the year Granted Vested Forfeited Non-vested at end of year The unrecognized compensation expense related to non-vested options and restricted stock was $290,000 at December 31, 2013 to be recognized over a weighted average period of 33 months. The total fair market value of shares vested during the years ended December 31, 2013, 2012 and 2011 was $42,000, $51,000 and $35,000, respectively. TFC and BOE Stock Option Plans Prior to the mergers, both TFC and BOE maintained stock option plans as incentives for certain officers and directors. During 2007, TFC replaced its stock option plan with an equity compensation plan that issued restricted stock awards. Under the terms of these plans, all options and awards were fully vested and exercisable, and any unrecognized compensation expenses were accelerated. Due to the mergers on May 31, 2008, these plans were terminated and the Company issued replacement options amounting to 332,351 and 161,426 to former employees of TFC and BOE, which represented exchange rates of 1.42 and 5.7278, respectively. The options were valued at $1.488 million using the Black-Scholes model at the time of acquisition of TFC and BOE by the Company. The options were considered part of the acquisition price and, therefore, were not expensed by the Company. Assumptions were for a discount rate of 4.06% and 25% volatility with a remaining term of 4.83 years for TFC options and 5.25 years for BOE options. 85 A summary of the options outstanding for the year ended December 31, 2013 is shown in the following table: Outstanding at beginning of the year Granted Forfeited Expired Exercised Outstanding at end of year Options outstanding and exercisable at end of the year Weighted average remaining contractual life for outstanding and exercisable shares at year end Options Number of Shares Weighted Average Exercise Price $ 5.36 — 5.01 5.72 — 4.94 4.94 91,078 — (1,896) (49,048) — 40,134 40,134 10 months The aggregate intrinsic value of the options outstanding and exercisable was zero for each of the years ended December 31, 2013, 2012 and 2011. Note 14. Earnings Per Common Share Basic earnings (loss) per common share (EPS) is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, including the effect of all potentially dilutive common shares outstanding attributable to stock instruments (dollars and shares in thousands, except per share data). Net Income Available to Common Stockholders (Numerator) Weighted Average Common Shares (Denominator) Per Common Share Amount For the Twelve Months ended December 31, 2013 Shares issued Unissued vested restricted stock Basic EPS Effect of dilutive stock awards and options Diluted EPS For the Twelve Months ended December 31, 2012 Shares issued Unissued vested restricted stock Basic EPS Effect of dilutive stock awards and options Diluted EPS For the Twelve Months ended December 31, 2011 Basic EPS Effect of dilutive stock awards and options Diluted EPS $ $ 4,787 — 4,787 $ $ $ $ 4,478 — 4,478 354 354 21,689 11 21,700 $ 222 21,922 $ 21,640 7 21,647 70 21,717 21,565 — 21,565 $ $ $ $ 0.22 — 0.22 0.21 — 0.21 0.02 — 0.02 86 Excluded from the computation of diluted earnings per common share were approximately 40,000, 1.3 million, and 1.2 million of awards, options or warrants during 2013, 2012 and 2011, respectively, because their inclusion would be antidilutive. Note 15. Related Party Transactions In the ordinary course of business, the Bank has and expects to continue to have transactions, including borrowings, with its executive officers, directors, and their affiliates. All such loans are made on substantially the same terms as those prevailing at the time for comparable loans to unrelated persons. The table below presents the activity for both direct and indirect loans at December 31, 2013 and 2012 (dollars in thousands). Balance, beginning of year Principal additions Repayments and reclassifications Balance, end of year 2013 3,115 1,765 (2,579) 2,301 2012 $ 3,703 575 (1,163) $ 3,115 $ $ Indirect loans at December 31, 2013 and 2012 were $1.8 million and $1.7 million, respectively. Note 16. Commitments and Contingent Liabilities In the normal course of business, there are outstanding various commitments and contingent liabilities, such as guarantees and commitments to extend credit, which are not reflected in the accompanying consolidated financial statements. The Bank does not anticipate losses as a result of these transactions. See Note 19 with respect to financial instruments with off-balance-sheet risk. In February 2010, the Company’s Board of Directors approved two transaction-based bonus awards to the officer who was the Company’s then chief strategic officer. The approval of the bonus awards was made pursuant to a provision in the officer’s employment agreement that provides for a cash bonus payment for financial advisory and other services that the officer renders in connection with the negotiation and consummation of a merger or other business combination involving the Company or any of its affiliates or the acquisition by the Company or any of its affiliates of a substantial portion of the assets or deposits of another financial institution. The bonus awards related to the officer’s financial advisory and other services with respect to the Bank’s acquisition of certain assets and assumption of all deposit liabilities of four former branch offices of The Community Bank of Loganville on November 21, 2008 and the Bank’s acquisition of certain assets and assumption of all deposit liabilities of seven former branch offices of SFSB on January 30, 2009. The amounts of the bonus awards are (i) $1,169,445, calculated as 0.50% of the total amount of non-brokered deposits that the Bank assumed in the November 2008 transaction and (ii) $1,816,430, calculated as 0.50% of the total amount of loans and other assets that the Bank acquired in the January 2009 transaction. The Company believes that these bonus awards are permitted under the rules and regulations of the TARP Capital Purchase Program. In accordance with generally accepted accounting principles, the Company has reflected these bonus awards in the financial statements for the year ended December 31, 2009. The Company made payment of the entire amount of these bonus awards to the individual in six equal installments during a period from February 12, 2010 to June 30, 2010. During the first two quarters of 2010, the Company discussed with the Federal Reserve Bank of Richmond and the Virginia Bureau of Financial Institutions certain issues with respect to the payment of these bonus awards. These issues include the compliance of the terms and structure of the bonus awards with Federal Reserve System Regulation W and the rules and regulations of the TARP Capital Purchase Program. The Company has worked diligently to resolve these issues, but, as of March 14, 2014, these issues remain open with its regulators. The Company cannot make any assurances as to the amount of these bonus awards, if any, that will ultimately be permissible following the resolution of these issues. In addition, the Company cannot make any assurances as to any penalties that the regulatory agencies may assess if the Company is determined to have violated any of the rules and regulations described above. Such penalties may include, with respect to any Federal Reserve violations, formal or informal action directing the Company to make immediate corrections, civil penalties if it is determined that the violation was caused with intent, undertaken with reckless disregard for the Company’s financial safety and soundness, or results in gain to the Company. In addition, such penalties may include, with respect to any TARP 87 violations, civil and criminal penalties and restitution of payments paid by the Company to the officer. The Company is unable to make an estimate of the possible loss or range of loss that it may incur as a result of these issues. Note 17. Dividend Limitations on Affiliate Bank Transfers of funds from the banking subsidiary to the parent corporation in the form of loans, advances and cash dividends are restricted by federal and state regulatory authorities. As of December 31, 2013 and 2012, the aggregate amount of unrestricted funds that could be transferred from the banking subsidiary to the parent corporation, without prior regulatory approval, totaled $3.5 million and $787,000, respectively. From January 1, 2012 until December 5, 2012, and for the year ended December 31, 2011, the Bank was not permitted to make dividend payments to the holding company without prior regulatory approval, as required by the formal written agreement that the Company had with its regulators. Note 18. Concentration of Credit Risk At December 31, 2013 and 2012, the Bank’s loan portfolio consisted of commercial, real estate and consumer (installment) loans. Real estate secured loans represented the largest concentration at 83.75% and 86.96% of the loan portfolio for 2013 and 2012, respectively. The Bank maintains a portion of its cash balances with several financial institutions located in its market area. Accounts at each institution are secured by the FDIC up to $250,000. Uninsured balances were $7.1 million and $8.9 million at December 31, 2013 and 2012, respectively Note 19. Financial Instruments With Off-Balance Sheet Risk The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. A summary of the contract amounts of the Bank’s exposure to off-balance sheet risk as of December 31, 2013 and 2012, is as follows (dollars in thousands): Commitments with off-balance sheet risk: Commitments to extend credit Standby letters of credit Total commitments with off-balance sheet risk 2013 2012 $ 72,183 $ 64,056 9,487 $ 82,161 $ 73,543 9,978 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 payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties. Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit are generally 88 uncollateralized and usually do not contain a specified maturity date and may be drawn upon only to the total extent to which the Bank is committed. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s evaluation of the counterparty. Since most of the letters of credit are expected to expire without being drawn upon, they do not necessarily represent future cash requirements. Note 20. Minimum Regulatory Capital Requirements The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of tier 1 capital (as defined) to adjusted average total assets (as defined). Management believes, as of December 31, 2013 and 2012, that the Company and Bank met all capital adequacy requirements to which they are subject. As of December 31, 2013, based on regulatory guidelines, the Company believes that it is well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company and the Bank must maintain minimum total risk-based, tier 1 risk-based, and tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that date that management believes have changed the Bank’s category. 89 The Company’s and the Bank’s actual capital amounts and ratios are presented in the following table (dollars in thousands). As of December 31, 2013: Total Capital to risk weighted assets Tier 1 Capital to risk weighted assets Tier 1 Capital to adjusted average total assets As of December 31, 2012: Total Capital to risk weighted assets Tier 1 Capital to risk weighted assets Tier 1 Capital to adjusted average total assets Company Bank Company Bank Company Bank Company Bank Company Bank Company Bank Actual Amount Ratio Required for Capital Adequacy Purposes Amount Ratio $113,805 113,624 16.82% $ 54,124 8.00% 16.79% 54,132 8.00% 105,672 105,489 105,672 105,489 15.62% 27,062 4.00% 15.59% 27,066 4.00% 9.52% 44,396 4.00% 9.50% 44,402 4.00% $112,463 111,687 16.99% $ 52,969 8.00% 16.87% 52,971 8.00% 104,521 103,745 104,521 103,745 15.79% 26,485 4.00% 15.67% 26,486 4.00% 9.41% 44,444 4.00% 9.34% 44,449 4.00% Required in Order to be Well Capitalized Under Prompt Corrective Action Amount Ratio NA 67,666 NA 40,599 NA 55,503 NA 66,214 NA 39,728 NA 55,561 NA 10.00 % NA 6.00 % NA 5.00 % NA 10.00 % NA 6.00 % NA 5.00 % Note 21. Fair Values of Assets and Liabilities FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange 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. FASB ASC 820 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs and also establishes a fair value hierarchy that prioritizes the valuation inputs into three broad levels. The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are: • Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets. • Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Valuation is determined using model-based techniques with significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of third party pricing services, option pricing models, discounted cash flow models and similar techniques. FASB ASC 825, Financial Instruments, allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. The Company has not made any material FASB ASC 825 elections as of December 31, 2013. 90 Assets and Liabilities Recorded at Fair Value on a Recurring Basis The Company utilizes fair value measurements to record adjustments to certain assets to determine fair value disclosures. Securities available for sale and loans held for sale are recorded at fair value on a recurring basis. The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis (dollars in thousands). Total Level 1 Level 2 Level 3 December 31, 2013 Investment securities available for sale U.S. Treasury issue and other U.S. Gov’t agencies U.S. Gov’t sponsored agencies State, county, and municipal Corporate and other bonds Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total investment securities available for sale Loans held for sale Total assets at fair value Total liabilities at fair value Investment securities available for sale U.S. Treasury issue and other U.S. Gov’t agencies U.S. Gov’t sponsored agencies State, county and municipal Corporate and other bonds Mortgage backed – U.S. Gov’t agencies Mortgage backed – U.S. Gov’t sponsored agencies Total investment securities available for sale Loans held for sale Total assets at fair value Total liabilities at fair value Investment securities available for sale $ 94,935 $ 4,052 $ 98,987 486 134,096 6,349 3,439 22,420 265,777 100 $ 265,877 $ — — 2,482 — — 2,531 99,948 — $ 99,948 $ — 486 131,614 6,349 3,439 19,889 165,829 100 $ 165,929 $ — $ — — — — — — — — $ — $ — Total Level 1 Level 2 Level 3 December 31, 2012 $ 153,277 $ 153,277 503 117,596 7,618 15,560 14,524 309,078 1,266 $ 310,344 $ — — 6,742 1,009 — — 161,028 — $ 161,028 $ — $ — 503 110,854 6,609 15,560 14,524 148,050 1,266 $ — — — — — — — — $ 149,316 $ — $ — $ — Investment securities available for sale are recorded at fair value each reporting period. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. The Company utilizes a third party vendor to provide fair value data for purposes of determining the fair value of its available for sale securities portfolio. The third party vendor uses a reputable pricing company for security market data. The third party vendor has controls and edits in place for month-to-month market checks and zero pricing, and a Statement on Standards for Attestation Engagements No. 16 report is obtained from the third party vendor on an annual basis. The Company makes no adjustments to the pricing service data received for its securities available for sale. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets. 91 Loans held for sale The carrying amounts of loans held for sale approximate fair value. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The Company is also required to measure and recognize certain other financial assets at fair value on a nonrecurring basis on the consolidated balance sheet. The following table presents assets measured at fair value on a nonrecurring basis for the periods ended December 31, 2013 and 2012 (dollars in thousands): December 31, 2013 Impaired loans, non-covered Other real estate owned (OREO), non-covered Other real estate owned (OREO), covered Total assets at fair value Total liabilities at fair value Impaired loans, non-covered Other real estate owned (OREO), non-covered Other real estate owned (OREO), covered Total assets at fair value Total liabilities at fair value Total $ 10,334 6,244 2,692 $ 19,270 $ — Total $ 15,552 10,793 3,370 $ 29,715 $ — Level 3 Level 1 $ — Level 2 $ 1,791 — — — $ — $ — $ 8,543 6,244 — 2,692 $ 1,791 $ 17,479 $ — $ — December 31, 2012 Level 3 Level 1 $ — Level 2 $ 4,039 $ 11,513 10,793 3,370 $ 4,039 $ 25,676 $ — $ — — — — — $ — $ — Impaired loans, non-covered Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures the impairment in accordance with FASB ASC 310, Receivables. The fair value of impaired loans is estimated using one of several methods, including collateral value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceeds the recorded investments in such loans. At December 31, 2013 and 2012, a majority of total impaired loans were evaluated based on the fair value of the collateral. The Company frequently obtains appraisals prepared by external professional appraisers for classified loans greater than $250,000 when the most recent appraisal is greater than 12 months old. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan within Level 2. The Company may also identify collateral deterioration based on current market sales data, including price and absorption, as well as input from real estate sales professionals and developers, county or city tax assessments, market data and on-site inspections by Company personnel. Internally prepared estimates generally result from current market data and actual sales data related to the Company’s collateral or where the collateral is located. When management determines that the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3. In instances where an appraisal received subsequent to an internally prepared estimate reflects a higher collateral value, management does not revise the carrying amount. Impaired loans can also be evaluated for impairment using the present value of expected future cash flows discounted at the loan’s effective interest rate. The measurement of impaired loans using future cash flows discounted at the loan’s effective interest rate rather than the market rate of interest rate is not a fair value measurement and is therefore excluded from fair value disclosure requirements. Reviews of classified loans are performed by management on a quarterly basis. Other real estate owned, covered and non-covered Other real estate owned (OREO) assets are adjusted to fair value less estimated selling costs upon transfer of the related loans to OREO property. Subsequent to the transfer, valuations are periodically performed by management and the assets are carried at the lower of carrying value or fair value less estimated selling costs. Fair value is based upon independent market 92 prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the foreclosed asset within Level 2. When an appraised value is not available or management determines that the fair value of the collateral is further impaired below the appraised value due to such things as absorption rates and market conditions, the Company records the foreclosed asset within Level 3 of the fair value hierarchy. Fair Value of Financial Instruments FASB ASC 825, Financial Instruments, requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring or nonrecurring basis. FASB 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. The following reflects the fair value of financial instruments, whether or not recognized on the consolidated balance sheet, at fair value measures by level of valuation assumptions used for those assets. This table excludes financial instruments for which the carrying value approximates fair value. (dollars in thousands) Financial assets: Securities held to maturity Loans, non-covered Loans, covered FDIC indemnification asset Financial liabilities: Interest bearing deposits Long-term borrowings (dollars in thousands) Financial assets: Securities held to maturity Loans, non-covered Loans, covered FDIC indemnification asset Financial liabilities: Interest bearing deposits Long-term borrowings Carrying Value Estimated Fair Value Level 1 Level 2 Level 3 December 31, 2013 $ 28,563 585,729 72,791 25,409 $ 30,305 591,081 88,693 10,557 $ — — — — $ 30,305 582,538 — — $ — 8,543 88,693 10,557 822,209 81,249 824,895 81,014 — — 824,895 81,014 — — Carrying Value Estimated Fair Value Level 1 Level 2 Level 3 December 31, 2012 $ 42,283 562,562 84,153 33,837 $ 45,228 569,188 96,024 17,477 $ — — — — $45,228 557,675 — — $ — 11,513 96,024 17,477 896,340 53,952 872,920 54,569 — — 872,920 54,569 — — The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value as of December 31, 2013. The Company applied the provisions of FASB ASC 820 to the fair value measurements of financial instruments not recognized on the consolidated balance sheet at fair value. The provisions requiring the Company to maximize the use of observable inputs and to measure fair value using a notion of exit price were factored into the Company’s selection of inputs into its established valuation techniques. Financial Assets Cash and cash equivalents The carrying amounts of cash and due from banks, interest-bearing bank deposits, and federal funds sold approximate fair value. 93 Securities held for investment For securities held for investment, fair values are based on quoted market prices or dealer quotes. Restricted securities The carrying value of restricted securities approximates their fair value based on the redemption provisions of the respective issuer. Loans held for resale The carrying amounts of loans held for resale approximate fair value. Loans not covered by FDIC shared-loss agreement (non-covered loans) The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The fair value of impaired loans is consistent with the methodology used for the FASB ASC 820 disclosure for assets recorded at fair value on a nonrecurring basis presented above. Loans covered by FDIC shared-loss agreement (covered loans) Fair values for covered loans are based on a discounted cash flow methodology that considers various factors including the type of loan and related collateral, classification status, term of loan and whether or not the loans are amortizing. Loans were pooled together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. The discount rates used for loans are based on the rates used at acquisition (which were based on market rates for new originations of comparable loans) adjusted for any material changes in interest rates since acquisition. Increases in cash flow expectations since acquisition resulted in estimated fair value being higher than carrying value. The increase in cash flows is also reflected in a transfer from unaccretable yield to accretable yield as disclosed in Note 4. FDIC indemnification asset Loss sharing assets are measured separately from the related covered assets as they are not contractually embedded in the covered assets and are not transferable with the assets should the Company choose to dispose of them. Fair value is estimated using projected cash flows related to the obligations under the shared-loss agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. These expected reimbursements do not include reimbursable amounts related to future covered expenditures. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. A reduction in loss expectations has resulted in the estimated fair value of the FDIC indemnification asset being lower than its carrying value. This creates a premium that is amortized over the life of the asset and is reflected in Note 5. Accrued interest receivable The carrying amounts of accrued interest receivable approximate fair value. Financial Liabilities Noninterest bearing deposits The carrying amount of noninterest bearing deposits approximates fair value. Interest bearing deposits The fair value of NOW accounts, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. 94 Federal funds purchased The carrying amount of federal funds purchased approximates fair value. Long-term borrowings The fair values of the Company’s long-term borrowings (FHLB advances and trust preferred capital notes) are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. Accrued interest payable The carrying amount of accrued interest payable approximate fair value. Off-balance sheet financial instruments The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of stand-by letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. The Company’s off-balance sheet commitments are funded at current market rates at the date they are drawn upon. It is management’s opinion that the fair value of these commitments would approximate their carrying value, if drawn upon. The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change, and that change may be either favorable or unfavorable. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk. Note 22. Trust Preferred Capital Notes On December 12, 2003, BOE Statutory Trust I, a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable capital securities. On December 12, 2003, $4.124 million of trust preferred securities were issued through a direct placement. The securities have a LIBOR-indexed floating rate of interest. The average interest rate at December 31, 2013, 2012 and 2011 was 3.28%, 3.57%, and 3.43%, respectively. The securities have a mandatory redemption date of December 12, 2033 and are subject to varying call provisions which began December 12, 2008. The principal asset of the Trust is $4.124 million of the Company’s junior subordinated debt securities with the like maturities and like interest rates to the capital securities. The trust preferred 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 not considered as tier 1 capital may be included in tier 2 capital. At December 31, 2013, all trust preferred notes were included in tier 1 capital. The obligations of the Company with respect to the issuance of the capital securities constitute a full and unconditional guarantee by the Company of the Trust’s obligations with respect to the capital securities. 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 capital securities. During 2011, the Company accrued and elected to defer $143,000 in total interest payments related to its trust preferred notes, respectively. On March 16, 2012, the Company paid all of its previously deferred interest payments and the interest payment that would have been due on March 31, 2012. Accordingly, the Company is current in its obligations under the trust preferred notes. 95 Note 23. Lease Commitments The following table represents a summary of non-cancelable operating leases for bank premises that have initial or remaining terms in excess of one year as of December 31, 2013 (dollars in thousands): 2014 2015 2016 2017 2018 Thereafter Total of future payments $ 758 694 650 597 583 2,942 $6,224 Rent expense for the years ended December 31, 2013, 2012 and 2011 was $621,000, $659,000, and $695,000, respectively. Note 24. Other Noninterest Expense Other noninterest expense totals are presented in the following tables. Components of these expenses exceeding 1.0% of the aggregate of total net interest income and total noninterest income for any of the past three years are stated separately. December 31 2012 $ 466 777 504 569 422 948 1,863 2013 $ 513 699 453 529 413 707 2,247 2011 $ 552 789 654 776 530 1,008 1,903 $ 5,561 $ 5,549 $ 6,212 (dollars in thousands) Bank franchise tax Telephone and internet line Stationery, printing and supplies Exam fees Directors fees Credit expense Other expenses Total other operating expenses 96 2013 2012 $ 323 $ 1,711 838 1,470 108,789 117,176 $ 110,823 $ 119,484 $ 40 $ — 4,124 42 1 4,124 4,164 4,167 10,680 17,680 1,037 — 1,037 (234) 217 217 144,656 144,398 (45,822) (50,609) (4,109) 2,828 $ 106,659 $ 115,317 $ 110,823 $ 119,484 Note 25. Parent Corporation Only Financial Statements COMMUNITY BANKERS TRUST CORPORATION PARENT COMPANY ONLY BALANCE SHEETS AS OF DECEMBER 31, 2013 and 2012 (dollars in thousands) Assets Cash Other assets Investments in subsidiaries Total assets Liabilities Other liabilities Balances due to subsidiary bank Balances due to non-bank subsidiary Total liabilities Stockholders’ Equity Preferred stock (5,000,000 shares authorized, $0.01 par value) 10,680 and 17,680 issued and outstanding, respectively Warrants on preferred stock Discount on preferred stock Common stock (200,000,000 shares authorized $0.01 par value; 21,709,096 and 21,670,212 shares issued and outstanding, respectively) Additional paid in capital Retained earnings Accumulated other comprehensive income Total stockholders’ equity Total liabilities and stockholders’ equity 97 COMMUNITY BANKERS TRUST CORPORATION PARENT COMPANY ONLY STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 and 2011 (dollars in thousands) Income: Interest and dividend income Dividends received from subsidiaries Gains on sale of securities, net Other operating income Total income Expenses: Interest expense Management fee paid to subsidiaries Stock option expense Bad debt Bank franchise taxes Professional and legal expenses Other operating expenses Total expenses Equity in income / (loss) of subsidiaries Net income before income taxes Income tax benefit Net income 2013 2012 2011 $ — $ 7,820 — 4 — $ 3,048 — 11 7,824 3,059 137 144 5 — 236 112 74 708 (1,449) 5,667 180 138 (54) — 180 129 (160) 413 2,778 5,424 239 158 — — — 6 6 205 166 62 (17) 182 102 209 909 2,040 1,137 307 $ 5,906 $ 5,582 $ 1,444 98 COMMUNITY BANKERS TRUST CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 and 2011 (dollars in thousands) Operating activities: Net income Adjustments to reconcile net income to net cash provided by (used in) operating activities: Issuance of common stock and stock options Undistributed equity in loss (income) of subsidiary (Increase) decrease in other assets (Decrease) increase in other liabilities, net Provision for loan loss 2013 2012 2011 $ 5,906 $ 5,582 $ 1,444 258 1,449 (241) (2) — 156 (2,778 ) 245 (2,040) (194 ) (239 ) — 95 171 (17) Net cash and cash equivalents provided by (used in) operating activities 7,370 2,527 (102) Investing activities: Recovery of bad debt — — 17 Net cash and cash equivalents provided by investing activities — — 17 Financing activities: Repurchase of preferred stock Cash dividends paid (7,000) (885) — (2,210 ) Net cash and cash equivalents used in financing activities (7,885) (2,210 ) — — — (Decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of the period (515) 838 317 521 (85) 606 Cash and cash equivalents at end of the period $ 323 $ 838 $ 521 99 Note 26. Subsequent Events In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Note 27. Preferred Stock On December 19, 2008, under the Department of the Treasury’s TARP Capital Purchase Program, the Company issued to the U.S. Treasury 17,680 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (Series A Preferred Stock), and a 10-year warrant to purchase up to 780,000 shares of common stock at an exercise price of $3.40 per share. Cumulative dividends on the Series A Preferred Stock are payable at 5% per annum through the February 2014 payment, and at a rate of 9% per annum thereafter. The warrant is exercisable at any time until December 19, 2018, and the number of shares of common stock underlying the warrant and the exercise price are subject to adjustment for certain dilutive events. The Company received proceeds of $17.68 million for the Series A Preferred Stock and the Warrant. The Company allocated the proceeds based on a relative fair value basis between the Series A Preferred Stock and the Warrant, recording $16.64 million and $1.04 million, respectively. Fair value of the preferred stock was estimated based on a discounted cash flow model using an estimated life of 50 years and a discount rate of 12%. Fair value of the stock warrant was estimated using a Black-Scholes model assuming stock price volatility of 27.5%, a dividend yield of 0.5%, a risk-free rate of 1.35% and an expected life of five years. The $16.64 million of Series A Preferred Stock is net of a discount of $1.04 million. The discount is being accreted to the $17.68 million redemption price over a five year period. The accretion of the discount and dividends on the preferred stock reduce retained earnings. Each share of Series A Preferred Stock issued and outstanding has no par value, has a liquidation preference of $1,000 and is redeemable at the Company’s option, subject to approval of the Federal Reserve, at a redemption price equal to $1,000 plus accrued and unpaid dividends. The Series A Preferred Stock has a preference over the Company’s common stock upon liquidation. Dividends on the preferred stock, if declared, are payable quarterly in arrears. The Company’s ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, its common stock is subject to certain restrictions in the event that the Company fails to pay or set aside full dividends on the preferred stock for the latest completed dividend period. The Company may defer dividend payments, but the dividend is a cumulative dividend that accrues for payment in the future. Deferred dividends also accrue interest at the same rate as the dividend. The failure to pay dividends for six dividend periods triggers the right for the holder of the Series A Preferred Stock to appoint two directors to the Company’s board. During 2013, the Company repurchased 7,000 shares of the original 17,680 shares of Series A Preferred Stock. The Company funded the repurchase through the earnings of its banking subsidiary. The form of the repurchase was a redemption under the terms of the Series A Preferred Stock. The Company paid the Treasury $7.0 million, which represented 100% of the par value of the preferred stock repurchased plus accrued dividends with respect to such shares. As of December 31, 2013, the Company is current in its payment of dividends with respect to the Series A Preferred Stock. 100 Note 28. Quarterly Data (unaudited) Interest and dividend income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest income Noninterest expenses Year Ended December 31 2013 2012 Fourth Third First Second $12,166 $12,491 $ 13,171 $ 12,217 1,894 1,791 1,644 10,272 10,700 11,422 10,573 — — 1,749 — First Second Third Fourth $ 13,809 $14,119 $12,872 $12,919 2,712 2,587 2,339 2,054 11,097 11,532 10,533 10,865 450 500 — 250 — 10,272 10,700 11,422 10,573 1,326 1,338 593 1,467 9,433 10,386 9,711 9,758 10,847 11,032 10,533 10,415 975 1,462 2,470 1,299 10,442 10,811 10,357 9,693 Income (loss) before income taxes Income tax expense (benefit) 1,887 2,280 673 563 2,582 800 1,654 461 Net income (loss) Dividends paid on preferred stock Accretion of discount on preferred stock Accumulated preferred dividends Net income (loss) available to common shareholders $ 1,324 $ 1,607 $ 1,782 $ 1,193 235 44 — 221 221 58 59 — — 208 73 — $ 1,045 $ 1,327 $ 1,501 $ 914 Earnings (loss) per common share, basic Earnings (loss) per common share, diluted $ $ 0.05 $ 0.05 $ 0.06 $ 0.06 $ 0.07 $ 0.07 $ 0.04 0.04 1,380 1,683 2,646 2,021 473 448 390 837 $ $ $ $ 990 $ 1,210 $ 1,809 $ 1,573 221 221 55 55 — — — — 221 55 221 55 714 $ 934 $ 1,533 $ 1,297 0.03 $ 0.04 $ 0.03 $ 0.04 $ 0.07 $ 0.07 $ 0.06 0.06 Interest and dividend income Interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest income Noninterest expenses Income (loss) before income taxes Income tax expense (benefit) Net income (loss) Dividends paid on preferred stock Accretion of discount on preferred stock Accumulated preferred dividends Net income (loss) available to common shareholders Earnings (loss) per common share, basic Earnings (loss) per common share, diluted 101 2011 First Second Third Fourth $ 13,394 $ 14,492 $14,272 $13,877 3,079 2,974 2,864 3,311 10,083 11,413 11,298 11,013 — — — 1,498 8,585 11,413 11,298 11,013 2,430 973 3,355 1,476 13,047 11,738 12,699 11,555 (2,032 ) (838 ) 648 1,954 532 127 934 239 $ (1,194 ) $ — 51 221 521 $ 1,422 $ 695 — — — 51 51 53 221 221 221 $ (1,466 ) $ 247 $ 1,150 $ 423 $ (0.07 ) $ $ (0.07 ) $ 0.01 $ 0.05 $ 0.01 $ 0.05 $ 0.02 0.02 Note 29. Branch Sale On November 8, 2013, the Company sold the four branches located in Georgia and related deposits to Community & Southern Bank, headquartered in Atlanta, Georgia (the “Branch Sale”). The Branch Sale resulted in the transfer of $193.2 million of deposits and $20,000 of consumer loans associated with such deposits to Community & Southern Bank in exchange for the payment of a deposit premium of $2.6 million. Certain fixed assets with a fair value of $5.2 million (cost, net of accumulated depreciation of $1.2 million) were also sold. In addition, $1.5 million of remaining unamortized intangible assets related to customers and deposits associated with the Branch Sale. The following table summarizes deposits related to the Branch Sale (dollars in thousands): Deposits Noninterest bearing Interest bearing Total deposits $ 15,869 177,301 $ 193,170 On October 25, 2013 the Company sold $24.3 million in loans held by the Georgia branches to Pinnacle Bank, headquartered in Elberton, Georgia (the “Loan Sale”), at a premium of 1.0%. The following summarizes the loans related to the Loan Sale (dollars in thousands): Mortgage loans on real estate: Residential 1-4 family Commercial Construction and land development Second mortgages Multifamily Agriculture Total real estate loans Commercial loans Consumer installment loans All other loans Gross loans Net deferred costs Total loans $ 2,240 15,762 2,895 41 1,802 — 22,740 1,147 424 — 24,311 34 $ 24,345 Based on the premiums outlined above, the Company recorded a net gain on the combined transactions of $255,000. This gain is net of the deposit premium of $2.6 million, a write off of $1.5 million of existing core deposit intangibles, a $827,000 loss on the sale of fixed assets, a $243,000 gain on the sale of loans and $258,000 in transaction related costs. 102 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Form 10-K, the Company’s management, with the participation of the Company’s chief executive officer and chief financial officer (“the Certifying Officers”), conducted evaluations of the Company’s disclosure controls and procedures. As defined under Section 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosures. Based on this evaluation, the Certifying Officers have concluded that the Company’s disclosure controls and procedures were effective to ensure that material information is recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company’s disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder. Management’s Report on Internal Control over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Certifying Officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles. As of December 31, 2013, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in 1992. This assessment included controls over the preparation of the schedules equivalent to the basic financial statements in accordance with the instructions for the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C) to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act. Based on its assessment, management concluded that, as of December 31, 2013, the Company’s internal control over financial reporting was effective based on the criteria set forth by COSO in its “Internal Control — Integrated Framework.” Elliott Davis, LLC, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Form 10-K, has issued an attestation report on management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. The report is included in Item 8, “Financial Statements and Supplementary Data”, above under the heading “Report of Independent Registered Public Accounting Firm.” Changes in Internal Control over Financial Reporting There was no change in the Company's internal control over financial reporting identified in connection with the evaluation of internal controls that occurred during the fourth quarter of 2013 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. ITEM 9B. OTHER INFORMATION Not applicable. 103 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is incorporated by reference to the Company’s definitive Proxy Statement for the 2014 Annual Meeting of Shareholders, to be filed within 120 days after the end of the fiscal year that this Form 10-K covers. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to the Company’s definitive Proxy Statement for the 2014 Annual Meeting of Shareholders, to be filed within 120 days after the end of the fiscal year that this Form 10-K covers. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is incorporated by reference to the Company’s definitive Proxy Statement for the 2014 Annual Meeting of Shareholders, to be filed within 120 days after the end of the fiscal year that this Form 10-K covers. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference to the Company’s definitive Proxy Statement for the 2014 Annual Meeting of Shareholders, to be filed within 120 days after the end of the fiscal year that this Form 10-K covers. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item is incorporated by reference to the Company’s definitive Proxy Statement for the 2014 Annual Meeting of Shareholders, to be filed within 120 days after the end of the fiscal year that this Form 10-K covers. 104 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Form 10-K: PART IV 1. Consolidated Financial Statements. Reference is made to the Consolidated Financial Statements, the report thereon and the notes thereto, with respect to the Company, commencing at page 47 of this Form 10-K. 2. Financial Statement Schedules. All supplemental schedules are omitted as inapplicable or because the required information is included in the Consolidated Financial Statements or notes thereto. 3. Exhibits Description Agreement and Plan of Merger, dated as of September 5, 2007, by and between Community Bankers Acquisition Corp. and TransCommunity Financial Corporation, incorporated by reference to the Company’s Current Report on Form 8-K filed on September 7, 2007 (File No. 001-32590) Agreement and Plan of Merger, dated as of December 13, 2007, by and between Community Bankers Acquisition Corp. and BOE Financial Services of Virginia, Inc., incorporated by reference to the Company’s Current Report on Form 8-K filed on December 14, 2007 (File No. 001-32590) Purchase and Assumption Agreement, dated as of November 21, 2008, by and among the Federal Deposit Insurance Corporation, as Receiver for The Community Bank, Bank of Essex and the Federal Deposit Insurance Corporation, incorporated by reference to the Company’s Current Report on Form 8-K filed on November 28, 2008 (File No. 001-32590) Purchase and Assumption Agreement, dated as of January 30, 2009, by and among the Federal Deposit Insurance Corporation, Receiver of Suburban Federal Savings Bank, Crofton, Maryland, Bank of Essex and the Federal Deposit Insurance Corporation, incorporated by reference to the Company’s Current Report on Form 8- K filed on February 5, 2009 (File No. 001-32590) Purchase and Assumption Agreement, dated August 19, 2013, between Community & Southern Bank and Essex Bank, incorporated by reference to the Company’s Current Report on Form 8-K filed on August 23, 2013 (File No. 001-32590) Agreement and Plan of Reincorporation and Merger, dated as of May 13, 2013, by and between Community Bankers Trust Corporation, a Delaware corporation, and Community Bankers Trust Corporation, a Virginia corporation (formerly known as CBTC Virginia Corporation), incorporated by reference to the Company’s Current Report on Form 8-K filed on January 7, 2014 (File No. 001-32590) Amended and Restated Articles of Incorporation of Community Bankers Trust Corporation, a Virginia corporation (formerly known as CBTC Virginia Corporation), incorporated by reference to the Company’s Current Report on Form 8-K filed on January 7, 2014 (File No. 001-32590) Certificate of Designations for Fixed Rate Cumulative Perpetual Preferred Stock, Series A of Community Bankers Trust Corporation, a Virginia corporation (formerly known as CBTC Virginia Corporation), incorporated by reference to the Company’s Current Report on Form 8-K filed on January 7, 2014 (File No. 001-32590) Amended and Restated Bylaws of Community Bankers Trust Corporation, a Virginia corporation (formerly known as CBTC Virginia Corporation), incorporated by reference to the Company’s Current Report on Form 8- K filed on January 7, 2014 (File No. 001-32590) Specimen Common Stock Certificate, incorporated by reference to the Company’s Registration Statement on Form S-1 or amendments thereto (File No. 333-124240) 105 No. 2.1 2.2 2.3 2.4 2.5 2.6 3.1 3.2 3.3 4.1 4.2 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 Warrant to Purchase 780,000 Shares of Common Stock, incorporated by reference to the Company’s Current Report on Form 8-K filed on January 7, 2014 (File No. 001-32590) TARP Merger Side Letter Agreement, dated January 1, 2014, between Community Bankers Trust Corporation, a Virginia corporation, Community Bankers Trust Corporation, a Delaware corporation, and the United States Department of the Treasury), incorporated by reference to the Company’s Current Report on Form 8-K filed on January 7, 2014 (File No. 001-32590) Letter Agreement, dated December 19, 2008, including the Securities Purchase Agreement — Standard Terms incorporated by reference therein, between Community Bankers Trust Corporation, a Delaware corporation, and the United States Department of the Treasury, incorporated by reference to the Current Report on Form 8-K filed on December 23, 2008 (File No. 001-32590) ARRA Side Letter Agreement, dated January 1, 2014, between Community Bankers Trust Corporation, a Virginia corporation, and the United States Department of the Treasury), incorporated by reference to the Company’s Current Report on Form 8-K filed on January 7, 2014 (File No. 001-32590) Form of Waiver, executed by Rex L. Smith, III, Bruce E. Thomas, Jeff R. Cantrell, John M. Oakey, III, and W. Thomas Townsend), incorporated by reference to the Company’s Current Report on Form 8-K filed on January 7, 2014 (File No. 001-32590) Written Agreement, effective April 21, 2010, by and among Community Bankers Trust Corporation, Essex Bank, Federal Reserve Bank of Richmond and State Corporation Commission Bureau of Financial Institutions, incorporated by reference to the Company’s Current Report on Form 8-K filed on April 27, 2011 (File No. 001- 32590) Employment Agreement between Community Bankers Acquisition Corp. and Bruce E. Thomas, incorporated by reference to the Company’s Current Report on Form 8-K/A filed on July 28, 2008 (File No. 001-32590) Form of Letter Agreement, executed by Bruce E. Thomas with the Company, incorporated by reference to the Company’s Current Report on Form 8-K filed on December 23, 2008 (File No. 001-32590) TransCommunity Financial Corporation 2001 Stock Option Plan, as amended and restated effective March 27, 2003, incorporated by reference to TransCommunity Financial Corporation’s Quarterly Report on Form 10- QSB filed on May 14, 2003 (File No. 000-33355) Form of Non-Qualified Stock Option Agreement for Employee for TransCommunity Financial Corporation 2001 Stock Option Plan, incorporated by reference to TransCommunity Financial Corporation’s Annual Report on Form 10-KSB filed on March 30, 2005 (File No. 000-33355) Form of Non-Qualified Stock Option Agreement for Director for TransCommunity Financial Corporation 2001 Stock Option Plan, incorporated by reference to TransCommunity Financial Corporation’s Annual Report on Form 10-KSB filed on March 30, 2005 (File No. 000-33355) TransCommunity Financial Corporation 2007 Equity Compensation Plan, incorporated by reference to TransCommunity Financial Corporation’s Quarterly Report on Form 10-Q filed on August 13, 2007 (File No. 000-33355) BOE Financial Services of Virginia, Inc. Stock Incentive Plan, incorporated by reference to Exhibit A of the Proxy Statement included in BOE Financial Services of Virginia, Inc.’s Registration Statement on Form S-4 filed on March 24, 2000 (File No. 333-33260) First Amendment to BOE Financial Services of Virginia, Inc.’s Stock Incentive Plan, incorporated by reference to BOE Financial Services of Virginia, Inc.’s Registration Statement on Form S-8 filed on November 8, 2000 (File No. 333-49538) BOE Financial Services of Virginia, Inc. Stock Option Plan for Outside Directors, incorporated by reference to Exhibit A of the Proxy Statement included in BOE Financial Services of Virginia, Inc.’s Registration Statement on Form S-4 filed on March 24, 2000 (File No. 333-33260) 106 10.15 10.16 10.17 14.1 21.1 23.1 31.1 31.2 32.1 99.1 99.2 101 First Amendment to BOE Financial Services of Virginia, Inc. Stock Option Plan for Outside Directors, incorporated by reference to BOE Financial Services of Virginia, Inc.’s Registration Statement on Form S-8 filed on November 8, 2000 (File No. 333-49538) Community Bankers Trust Corporation 2009 Stock Incentive Plan, incorporated by reference to the Company’s Current Report on Form 8-K filed on June 24, 2009 (File No. 001-32590) Form of Non-Qualified Stock Option Agreement for Community Bankers Trust Corporation 2009 Stock Incentive Plan, incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 30, 2012 (File No. 001-32590) Code of Business Conduct and Ethics, incorporated by reference to the Company’s Current Report on Form 8-K filed on October 26, 2011 (File No. 001-32590) Subsidiaries of Community Bankers Trust Corporation* Consent of Independent Registered Public Accounting Firm* Rule 13a-14(a)/15d-14(a) Certification for Chief Executive Officer* Rule 13a-14(a)/15d-14(a) Certification for Chief Financial Officer* Section 1350 Certifications* IFR Section 30.15 – Certification for Years Following First Fiscal Year (Principal Executive Officer)* IFR Section 30.15 – Certification for Years Following First Fiscal Year (Principal Financial Officer)* Interactive Data File with respect to the following materials from the Company’s Annual Report on Form 10-K for the period ended December 31, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statement of Comprehensive (Loss) Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements* * Filed herewith. (b) Exhibits. See Item 15(a)3. above (c) Financial Statement Schedules. See Item 15(a)2. above 107 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. COMMUNITY BANKERS TRUST CORPORATION By: /s/ Rex L. Smith, III Rex L. Smith, III President and Chief Executive Officer Date: March 14, 2014 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Rex L. Smith, III Rex L. Smith, III /s/ Bruce E. Thomas Bruce E. Thomas /s/ Laureen D. Trice Laureen D. Trice /s/ John C. Watkins John C. Watkins /s/ Richard F. Bozard Richard F. Bozard /s/ Alexander F. Dillard, Jr. Alexander F. Dillard, Jr. /s/ Glenn J. Dozier Glenn J. Dozier /s/ P. Emerson Hughes, Jr. P. Emerson Hughes, Jr. President and Chief Executive Officer and Director (principal executive officer) Executive Vice President and Chief Financial Officer (principal financial officer) Senior Vice President and Controller (principal accounting officer) March 14, 2014 March 14, 2014 March 14, 2014 Chairman of the Board March 14, 2014 Director March 14, 2014 Director March 14, 2014 Director March 14, 2014 Director March 14, 2014 108 Signature Title Date /s/ Troy A. Peery, Jr. Troy A. Peery, Jr. /s/ Eugene S. Putnam, Jr. Eugene S. Putnam, Jr. /s/ S. Waite Rawls III S. Waite Rawls III Director March 14, 2014 Director March 14, 2014 Director March 14, 2014 /s/ Robin Traywick Williams Robin Traywick Williams Director March 14, 2014 109 Exhibit 31.1 I, Rex L. Smith, III, certify that: CERTIFICATIONS 1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2013 of Community Bankers Trust Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 14, 2014 /s/ Rex L. Smith, III Rex L. Smith, III President and Chief Executive Officer Exhibit 31.2 I, Bruce E. Thomas, certify that: CERTIFICATIONS 1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2013 of Community Bankers Trust Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 14, 2014 /s/ Bruce E. Thomas Bruce E. Thomas Executive Vice President and Chief Financial Officer CERTIFICATION PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32.1 In connection with the Annual Report on Form 10-K for the year ended December 31, 2013 (the “Report”) of Community Bankers Trust Corporation (the “Company”), the undersigned President and Chief Executive Officer and Executive Vice President and Chief Financial Officer certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company and its subsidiaries as of, and for, the periods presented in the Report. /s/ Rex L. Smith, III Rex L. Smith, III President and Chief Executive Officer /s/ Bruce E. Thomas Bruce E. Thomas Executive Vice President and Chief Financial Officer Date: March 14, 2014 IFR Section 30.15 – Certification for Years following First Fiscal Year (Principal Executive Officer) COMMUNITY BANKERS TRUST CORPORATION UST #113 Exhibit 99.1 I, Rex L. Smith, III, the President and Chief Executive Officer of Community Bankers Trust Corporation (the “Company”), certify, based on my knowledge, that: (i) The Company’s Compensation Committee has discussed, reviewed and evaluated with senior risk officers at least every six months during the most recently completed fiscal year, all of which was a TARP period, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to the Company; (ii) During the discussions, reviews and evaluations described above, the Company’s Compensation Committee did not identify, and thus did not need to take steps to limit, during the most recently completed fiscal year any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the Company, and the Company’s Compensation Committee did not identify any features of the employee compensation plans that pose risks to the Company, and thus did not need to take steps to limit those features to ensure that the Company is not unnecessarily exposed to risks; (iii) The Company’s Compensation Committee has reviewed, at least every six months during the most recently completed fiscal year, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of the Company to enhance the compensation of an employee, and has limited any such features; (iv) The Company’s Compensation Committee will certify to the reviews of the SEO compensation plans and employee compensation plans required under paragraphs (i) and (iii) above; (v) The Company’s Compensation Committee will provide a narrative description of how it limited during any part of the most recently completed fiscal year the features in: (A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the Company; (B) Employee compensation plans that unnecessarily expose the Company to risks; and (C) Employee compensation plans that could encourage the manipulation of reported earnings of the Company to enhance the compensation of an employee; (vi) The Company has required that bonus payments to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under Section 111 of EESA (bonus payments), be subject to a recovery or “clawback” provision during the most recently completed fiscal year if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria; (vii) The Company has prohibited any golden parachute payment, as defined in the regulations and guidance established under Section 111 of EESA, to an SEO or any of the next five most highly compensated employees during the most recently completed fiscal year; (viii) The Company has limited bonus payments to its applicable employees in accordance with Section 111 of EESA and the regulations and guidance established thereunder during the most recently completed fiscal year; (ix) The Company and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under Section 111 of EESA, during the most recently completed fiscal year; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved; (x) The Company will permit a non-binding shareholder resolution in compliance with applicable federal securities rules and regulations on the disclosures provided under the federal securities laws related to SEO compensation paid or accrued during the most recently completed fiscal year; (xi) The Company will disclose the amount, nature, and justification for the offering, during the most recently completed fiscal year, of any perquisites, as defined in the regulations and guidance established under Section 111 of EESA, whose total value exceeds $25,000 for the employee who is subject to the bonus payment limitations identified in paragraph (viii); (xii) The Company will disclose whether the Company, the Company’s board of directors, or the Company’s Compensation Committee has engaged during the most recently completed fiscal year a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period; (xiii) The Company has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under Section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during the most recently completed fiscal year; (xiv) The Company has substantially complied with all other requirements related to employee compensation that are provided in the agreement between the Company and Treasury, including any amendments; (xv) The Company has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and (xvi) I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 USC 1001.) Date: March 14, 2014 By: /s/ Rex L. Smith, III Rex L. Smith, III President and Chief Executive Officer IFR Section 30.15 – Certification for Years following First Fiscal Year (Principal Financial Officer) COMMUNITY BANKERS TRUST CORPORATION UST #113 Exhibit 99.2 I, Bruce E. Thomas, the Executive Vice President and Chief Financial Officer of Community Bankers Trust Corporation (the “Company”), certify, based on my knowledge, that: (i) The Company’s Compensation Committee has discussed, reviewed and evaluated with senior risk officers at least every six months during the most recently completed fiscal year, all of which was a TARP period, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to the Company; (ii) During the discussions, reviews and evaluations described above, the Company’s Compensation Committee did not identify, and thus did not need to take steps to limit, during the most recently completed fiscal year any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the Company, and the Company’s Compensation Committee did not identify any features of the employee compensation plans that pose risks to the Company, and thus did not need to take steps to limit those features to ensure that the Company is not unnecessarily exposed to risks; (iii) The Company’s Compensation Committee has reviewed, at least every six months during the most recently completed fiscal year, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of the Company to enhance the compensation of an employee, and has limited any such features; (iv) The Company’s Compensation Committee will certify to the reviews of the SEO compensation plans and employee compensation plans required under paragraphs (i) and (iii) above; (v) The Company’s Compensation Committee will provide a narrative description of how it limited during any part of the most recently completed fiscal year the features in: (A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the Company; (B) Employee compensation plans that unnecessarily expose the Company to risks; and (C) Employee compensation plans that could encourage the manipulation of reported earnings of the Company to enhance the compensation of an employee; (vi) The Company has required that bonus payments to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under Section 111 of EESA (bonus payments), be subject to a recovery or “clawback” provision during the most recently completed fiscal year if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria; (vii) The Company has prohibited any golden parachute payment, as defined in the regulations and guidance established under Section 111 of EESA, to an SEO or any of the next five most highly compensated employees during the most recently completed fiscal year; (viii) The Company has limited bonus payments to its applicable employees in accordance with Section 111 of EESA and the regulations and guidance established thereunder during the most recently completed fiscal year; (ix) The Company and its employees have complied with the excessive or luxury expenditures policy, as defined in the regulations and guidance established under Section 111 of EESA, during the most recently completed fiscal year; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved; (x) The Company will permit a non-binding shareholder resolution in compliance with applicable federal securities rules and regulations on the disclosures provided under the federal securities laws related to SEO compensation paid or accrued during the most recently completed fiscal year; (xi) The Company will disclose the amount, nature, and justification for the offering, during the most recently completed fiscal year, of any perquisites, as defined in the regulations and guidance established under Section 111 of EESA, whose total value exceeds $25,000 for the employee who is subject to the bonus payment limitations identified in paragraph (viii); (xii) The Company will disclose whether the Company, the Company’s board of directors, or the Company’s Compensation Committee has engaged during the most recently completed fiscal year a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period; (xiii) The Company has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under Section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during the most recently completed fiscal year; (xiv) The Company has substantially complied with all other requirements related to employee compensation that are provided in the agreement between the Company and Treasury, including any amendments; (xv) The Company has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and (xvi) I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 USC 1001.) Date: March 14, 2014 By: /s/ Bruce E. Thomas Bruce E. Thomas Executive Vice President and Chief Financial Officer # # # # # # # # # # # # # # # # # # # # # # # 7KLV#SDJH#LQWHQWLRQDOO\#OHIW#EODQN1# # # # # # # # # # # # # # # # # # # # # # # # 7KLV#SDJH#LQWHQWLRQDOO\#OHIW#EODQN1# VIRGINIA MARYLAND Board of Directors Gerald F. Barber Consultant Retired Transaction Services Partner, PricewaterhouseCoopers LLP Richard F. Bozard Retired Vice President and Treasurer, Owens & Minor, Inc. Alexander F. Dillard, Jr. Partner, Dillard & Katona Law Firm Glenn J. Dozier Senior Management Consultant and Acting Chief Financial Officer, MolecularMD Corp. P. Emerson Hughes, Jr. President, Holiday Barn Pet Resorts Troy A. Peery, Jr. President, Peery Enterprises Eugene S. Putnam, Jr. President and Chief Financial Officer, Universal Technical Institute, Inc. S. Waite Rawls III Co-Chief Executive Officer, American Civil War Museum Rex L. Smith, III President and Chief Executive Officer, Community Bankers Trust Corporation and Essex Bank John C. Watkins, Chairman Chairman, Watkins Nurseries, Inc. Member of the Senate of Virginia, 10th Senatorial District Robin Traywick Williams Writer Stock Transfer Agent Continental Stock Transfer & Trust Company Investor Relations 17 Battery Place, New York, NY 10004 (212) 509-4000, extension 536 (212) 509-5150 fax www.continentalstock.com Corporate Secretary Community Bankers Trust Corporation 9954 MayIand Drive, Suite 2100 Richmond, VA 23233 (804) 934-9999 fax (804) 934-9299 (804) 453-4268 (410) 757-7777 (804) 529-5546 (410) 747-6200 (804) 784-4000 (301) 868-9010 (703) 385-4596 (410) 721-8444 (804) 598-6839 (301) 577-7000 (804) 556-6722 (301) 294-9350 (804) 769-2265 (410) 574-3303 (540) 967-5900 (804) 730-3222 (804) 443-8510 (804) 443-8500 (804) 262-3991 (804) 843-4347 (804) 419-4160 GEORGIA (678) 342-8229 (770) 339-0023 (770) 466-4822 (678) 344-8755 www.essexbank.com On the cover: sunrise on the Mattaponi River at West Point, Virginia. 9954 Mayland Drive, Suite 2100Richmond, Virginia 23233(804) 934-9999www.cbtrustcorp.comNASDAQ Capital Market: ESXB2013 ANNUAL REPORT COMMUNITY BANKERS TRUST CORPORATION ESSEX BANK

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