10-K 1 form10k.htm FINANCIAL REPORT AND FOOTNOTES  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________

FORM 10-K
_______________
(Mark One)
[X] 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

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission file number 000-12896
_______________

OLD POINT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
_______________

Virginia
 
54-1265373
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)

1 West Mellen Street, Hampton, Virginia 23663
(Address of principal executive offices) (Zip Code)

(757) 728-1200
(Registrant's telephone number, including area code)

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

Common Stock, $5 par value
 
The NASDAQ Stock Market LLC
(Title of each class)
 
(Name of each exchange on which registered)

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 [ ]                                No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [ ]                                No [X]

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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.
[X]

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

Large accelerated filer [ ]
 
Accelerated filer [ ]
 
 
 
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
 
Smaller reporting company [X]

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

The aggregate market value of voting and non-voting stock held by non-affiliates of the registrant as of June 28, 2013 was $41,326,701 based on the closing sales price on the NASDAQ Capital Market of $13.10.

There were 4,959,009 shares of common stock outstanding as of March 17, 2014.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Company's Annual Meeting of Stockholders to be held on May 27, 2014, are incorporated by reference in Part III of this report.

OLD POINT FINANCIAL CORPORATION

FORM 10-K

INDEX

PART I
 
Page
 
 
 
 
 
 
PART II
 
 
 
 
 
 
 
 
PART III
 
 
 
 
 
 
 
 
PART IV
 
 
 
 
 
 
 
 

 


Part I
Item 1. Business

GENERAL

Old Point Financial Corporation (the Company) was incorporated under the laws of Virginia on February 16, 1984, for the purpose of acquiring all the outstanding common stock of The Old Point National Bank of Phoebus (the Bank), in connection with the reorganization of the Bank into a one-bank holding company structure. At the annual meeting of the stockholders on March 27, 1984, the proposed reorganization was approved by the requisite stockholder vote. At the effective date of the reorganization on October 1, 1984, the Bank merged into a newly formed national bank as a wholly-owned subsidiary of the Company, with each outstanding share of common stock of the Bank being converted into five shares of common stock of the Company.

The Company completed a spin-off of its trust department as of April 1, 1999. The organization is chartered as Old Point Trust & Financial Services, N.A. (Trust). Trust is a nationally chartered trust company. The purpose of the spin-off was to have a corporate structure more ready to compete in the field of wealth management. Trust is a wholly-owned subsidiary of the Company.

The Bank is a national banking association that was founded in 1922. As of the end of 2013, the Bank had 18 branch offices serving the Hampton Roads localities of Hampton, Newport News, Norfolk, Virginia Beach, Chesapeake, Williamsburg/James City County, York County and Isle of Wight County. The Bank offers a complete line of consumer, mortgage and business banking services, including loan, deposit, and cash management services to individual and business customers.

The Company's primary activity is as a holding company for the common stock of the Bank and Trust. The principal business of the Company is conducted through its subsidiaries, which continue to conduct business in substantially the same manner as before the reorganization and spin-off.

As of December 31, 2013, the Company had assets of $864.3 million, loans of $500.7 million, deposits of $725.4 million, and stockholders' equity of $80.8 million. At year-end, the Company and its subsidiaries had a total of 298 employees, 16 of whom were part-time.

MARKET AREA AND COMPETITION

The Company's market area is located in Hampton Roads, situated in the southeastern corner of Virginia and boasting the world's largest natural deepwater harbor. The Hampton Roads Metropolitan Statistical Area (MSA) is the 37th most populous MSA in the United States according to the U.S. Census Bureau's 2010 census and the third largest deposit market in Virginia, after Richmond and the Washington, D.C. Metropolitan area, according to the Federal Deposit Insurance Corporation (FDIC). Hampton Roads is comprised of the Peninsula and Southside Hampton Roads. The Peninsula includes the cities of Hampton, Newport News, Poquoson and Williamsburg and the counties of Isle of Wight, James City, York, Gloucester and Matthews; Southside Hampton Roads includes the cities of Chesapeake, Norfolk, Portsmouth, Suffolk and Virginia Beach and the county of Surry. The market area is served by 82 banks, savings institutions and credit unions. In addition, branches of virtually every major brokerage house serve the Company's market area.

The banking business in Virginia, and in the Company's primary service areas in the Hampton Roads MSA, is highly competitive and dominated by a relatively small number of large banks with many offices operating over a wide geographic area. Among the advantages such large banks have over the Company is their ability to finance wide-ranging advertising campaigns, and by virtue of their greater total capitalization, to have substantially higher lending limits than the Company. Factors such as interest rates offered, the number and location of branches and the types of products offered, as well as the reputation of the institution affect competition for deposits and loans. The Company competes by emphasizing customer service and technology, establishing long-term customer relationships and building customer loyalty, and providing products and services to address the specific needs of the Company's customers. The Company targets individual and small-to-medium size business customers.

Concurrently, the Company continues to build a stronger presence in the business banking market, where greater opportunities for fee-based revenues and cross-selling exist. In 2009, the Company expanded its treasury services offerings by adding a Corporate Banking group and expanding its product offerings to match those offered by larger institutions. This expansion continued throughout 2012 and 2013 with an aim towards growth and relationship development. Through these business banking capabilities, the Company is able to service a highly lucrative market that offers the opportunities to identify new revenue streams and cross sell additional products.

- 1 -

Personal assets held by non-banks are difficult to track at a local level, so research relies on deposits reported by governmental agencies to measure market share. In 2013, the Company held tenth place with 2.51% market share of all Hampton Roads deposits, as compared to 2.47% market share in 2012. Overall deposit growth remains consistent including the geographically smaller markets as well. On the Peninsula, the Company retains first place in Hampton with 31.94% market share and deposit growth from 2012 of over $1.5 million. Market share also increased as deposits grew from 2012 in James City County by over $7.5 million and in Newport News by over $2 million. While deposits dropped in York County from 2012 by just over $1 million, deposits in Isle of Wight County remained relatively consistent with an increase of deposits of just over $80 thousand.

In Southside Hampton Roads, the Company saw growth as well, with deposits increasing from 2012 in Virginia Beach by over $19.0 million, in Norfolk by over $2.5 million, and in Chesapeake by over $1.0 million. Combined with heightened marketing efforts, the staff in the Company's newer locations continues to work diligently to increase the Company's name recognition in their respective regions of the Hampton Roads MSA.

The Company also faces competitive pressure from credit unions. The three largest credit unions headquartered in the Hampton Roads MSA are Chartway Federal Credit Union, Langley Federal Credit Union, and BayPort Credit Union with deposits totaling approximately $1.8 billion, $1.5 billion and $1.1 billion, respectively. All three of these credit unions posted a positive growth rate from 2012 to 2013.

AVAILABLE INFORMATION

The Company maintains a website on the Internet at www.oldpoint.com. The Company makes available free of charge, on or through its website, its proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission (SEC). This reference to the Company's Internet address shall not, under any circumstances, be deemed to incorporate the information available at such Internet address into this Form 10-K or other SEC filings. The information available at the Company's Internet address is not part of this Form 10-K or any other report filed by the Company with the SEC. The public may read and copy any documents the Company files at the SEC's Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company's SEC filings can also be obtained on the SEC's website on the Internet at www.sec.gov.

REGULATION AND SUPERVISION

Set forth below is a brief description of some of the material laws and regulations that affect the Company. The description of these statutes and regulations is only a summary and does not purport to be complete. This discussion is qualified in its entirety by reference to the statutes and regulations summarized below. No assurance can be given that these statutes or regulations will not change in the future.

General. The financial crisis of 2008, including the downturn of global economic, financial and money markets and the threat of collapse of numerous financial institutions, and other recent events have led to the adoption of numerous laws and regulations that apply to financial institutions. The most significant of these laws is the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), adopted on July 21, 2010 to implement significant structural reforms to the financial services industry. The Dodd-Frank Act is discussed in more detail below.

As a result of the Dodd-Frank Act and other regulatory reforms, the Company continues to experience a period of rapidly changing regulatory requirements. These regulatory changes have had and will continue to have a significant impact on how the Company conducts its business. The full extent of the Dodd-Frank Act and other proposed regulatory reforms cannot yet be determined and will depend to a large extent on the many specific regulations that the Dodd-Frank Act requires to be adopted in the coming months and years.

As a public company, the Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), which include, but are not limited to, the filing of annual, quarterly and other reports with the SEC. The Company is also required to comply with other laws and regulations of the SEC applicable to public companies.

The Company is also a bank holding company within the meaning of the Bank Holding Company Act of 1956 (the BHCA) and is registered as such with, and subject to the supervision of, the Board of Governors of the Federal Reserve System (the FRB). Generally, a bank holding company is required to obtain the approval of the FRB before acquiring a controlling interest in a bank or engaging in an activity considered to be a non-banking activity, either directly or through a subsidiary. Bank holding companies and their subsidiaries are also subject to restrictions on transactions with insiders and affiliates.

- 2 -

As a national bank, the Bank is subject to regulation, supervision and regular examination by the Office of the Comptroller of the Currency (the Comptroller). The prior approval of the Comptroller or other appropriate bank regulatory authority is required for a national bank to merge with another bank or purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the bank regulatory authorities will consider, among other things, the competitive effect and public benefits of the transactions, the capital position of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant's performance record under the Community Reinvestment Act (the CRA) and fair housing initiatives, and the effectiveness of the subject organizations in combating money laundering activities. Each depositor's account with the Bank is insured by the FDIC to the maximum amount permitted by law. The Bank is also subject to certain regulations promulgated by the FRB and applicable provisions of Virginia law, insofar as they do not conflict with or are not preempted by federal banking law.

As a non-depository national banking association, Trust is subject to regulation, supervision and regular examination by the Comptroller. Trust's exercise of fiduciary powers must comply with Regulation 9 promulgated by the Comptroller and with Virginia law.

The regulations of the FRB, the Comptroller and the FDIC govern most aspects of the Company's business, including deposit reserve requirements, investments, loans, certain check clearing activities, issuance of securities, payment of dividends, branching, and numerous other matters. As a consequence of the extensive regulation of commercial banking activities in the United States, the Company's business is particularly susceptible to changes in state and federal legislation and regulations, which may have the effect of increasing the cost of doing business, limiting permissible activities or increasing competition.

The Bank Holding Company Act. As a bank holding company, the Company is subject to the BHCA and regulation and supervision by the FRB. A bank holding company is required to obtain the approval of the FRB before making certain acquisitions or engaging in certain activities. Bank holding companies and their subsidiaries are also subject to restrictions on transactions with insiders and affiliates.

A bank holding company is required to obtain the approval of the FRB before it may acquire all or substantially all of the assets of any bank, and before it may acquire ownership or control of the voting shares of any bank if, after giving effect to the acquisition, the bank holding company would own or control more than 5 percent of the voting shares of such bank. The approval of the FRB is also required for the merger or consolidation of bank holding companies.

Pursuant to the BHCA, the FRB has the power to order any bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when the FRB has reasonable grounds to believe that continuation of such activity or ownership constitutes a serious risk to the financial soundness, safety or stability of any bank subsidiary of the bank holding company.

The Company is required to file periodic reports with the FRB and provide any additional information the FRB may require. The FRB also has the authority to examine the Company and its subsidiaries, as well as any arrangements between the Company and its subsidiaries, with the cost of any such examinations to be borne by the Company.

Banking subsidiaries of bank holding companies are subject to certain restrictions imposed by federal law in dealings with their holding companies and other affiliates. Subject to certain restrictions set forth in the Federal Reserve Act, a bank can loan or extend credit to an affiliate, purchase or invest in the securities of an affiliate, purchase assets from an affiliate or issue a guarantee, acceptance or letter of credit on behalf of an affiliate, as long as the aggregate amount of such transactions of a bank and its subsidiaries with its affiliates does not exceed 10 percent of the capital stock and surplus of the bank on a per affiliate basis or 20 percent of the capital stock and surplus of the bank on an aggregate affiliate basis. In addition, such transactions must be on terms and conditions that are consistent with safe and sound banking practices. In particular, a bank and its subsidiaries generally may not purchase a low-quality asset (as defined in the Federal Reserve Act) from an affiliate. These restrictions also prevent a bank holding company and its other affiliates from borrowing from a banking subsidiary of the bank holding company unless the loans are secured by marketable collateral of designated amounts. Additionally, the Company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, sale or lease of property or furnishing of services.

A bank holding company is prohibited from engaging in or acquiring, either directly or indirectly through a subsidiary, ownership or control of more than 5 percent of the voting shares of any company engaged in non-banking activities. A bank holding company may, however, engage in or acquire an interest in a company that engages in activities which the FRB has determined by regulation or order are so closely related to banking as to be a proper incident to banking. In making these determinations, the FRB considers whether the performance of such activities by a bank holding company would offer advantages to the public that outweigh possible adverse effects.

- 3 -

The Dodd-Frank Act. The Dodd-Frank Act implements far-reaching changes across the financial regulatory landscape, including changes that will affect all bank holding companies and banks, including the Company and the Bank. Provisions that significantly affect the business of the Company and the Bank include the following:

·
Insurance of Deposit Accounts. The Dodd-Frank Act changed the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital. The Dodd-Frank Act also made permanent the $250,000 limit for federal deposit insurance and increased the cash limit of Securities Investor Protection Corporation protection from $100,000 to $250,000.

·
Payment of Interest on Demand Deposits. The Dodd-Frank Act repealed the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.

·
Creation of the Consumer Financial Protection Bureau. The Dodd-Frank Act centralized significant aspects of consumer financial protection by creating a new agency, the Consumer Financial Protection Bureau (the CFPB), which is discussed in more detail below.

·
Debit Card Interchange Fees. The Dodd-Frank Act amended the Electronic Fund Transfer Act (EFTA) to, among other things, require that debit card interchange fees be reasonable and proportional to the actual cost incurred by the issuer with respect to the transaction. In June 2011, the FRB 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 issuer implements additional fraud-prevention standards. Although issuers that have assets of less than $10 billion are exempt from the FRB's regulations that set maximum interchange fees, these regulations could significantly affect the interchange fees that financial institutions with less than $10 billion in assets are able to collect.

In addition, the Dodd-Frank Act implements other far-reaching changes to the financial regulatory landscape, including provisions that:

·
Restrict the preemption of state law by federal law and disallow subsidiaries and affiliates of national banks from availing themselves of such preemption.

·
Impose comprehensive regulation of the over-the-counter derivatives market subject to significant rulemaking processes, which would include certain provisions that would effectively prohibit insured depository institutions from conducting certain derivatives businesses in the institution itself.

·
Require loan originators to retain 5 percent of any loan sold or securitized, unless it is a "qualified residential mortgage", subject to certain restrictions.

·
Prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (the Volcker Rule).

·
Implement corporate governance revisions that apply to all public companies, not just financial institutions.

Many aspects of the Dodd-Frank Act remain subject to future rulemaking, making it difficult to anticipate the overall financial impact on the Company, Bank and Trust or their customers or the financial industry more generally. Provisions in the legislation that require revisions to the capital requirements of the Company and the Bank could impact the Company's and the Bank's future equity raising activities. Although the Company and Bank have not issued trust preferred securities, provisions in the legislation that revoke the Tier 1 capital treatment of trust preferred securities could cause the Company and the Bank to seek other sources of capital in the future.

Some of the rules that have been proposed and, in some cases, adopted to comply with the Dodd-Frank Act's mandates are also discussed below as appropriate.

Incentive Compensation. The FRB, the Comptroller and the FDIC have issued regulatory guidance (the Incentive Compensation Guidance) 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 FRB 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." The findings will be included in reports of examination, and deficiencies will be incorporated into the organization's supervisory ratings. 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.

- 4 -

As required by the Dodd-Frank Act, in March 2011 the SEC and the federal bank regulatory agencies proposed regulations that would require financial institutions with assets of at least $1 billion to disclose the structure of their incentive compensation practices and prohibit such institutions from maintaining executive compensation arrangements that encourage inappropriate risk taking by providing excessive compensation or that could lead to material financial loss.  If the regulations are adopted in the form initially proposed, they will impose limitations on the manner in which a company whose total consolidated assets reach or exceed $1 billion may structure compensation for its executives and will require such company to submit annual reports to the Federal Reserve regarding the company's incentive compensation. These proposed regulations incorporate the principles discussed in the Incentive Compensation Guidance.  The comment period for these proposed regulations has closed and a final rule has not yet been published.

Capital Requirements. The FRB, the Comptroller and the FDIC have adopted risk-based capital adequacy guidelines for bank holding companies and banks pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) and the Basel III Capital Accords. These capital adequacy regulations are based upon a risk-based capital determination, whereby a bank holding company's capital adequacy is determined in light of the risk, both on- and off-balance sheet, contained in the company's assets. Different categories of assets are assigned risk weightings by the regulatory agencies and are counted as a percentage of their book value. See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Capital Resources" in Item 7 of this report on Form 10-K.

Under the FDICIA, there are five capital categories applicable to bank holding companies and insured institutions, each with specific regulatory consequences. If the appropriate federal banking agency determines, after notice and an opportunity for hearing, that an insured institution is in an unsafe or unsound condition, it may reclassify the institution to the next lower capital category (other than critically undercapitalized) and require the submission of a plan to correct the unsafe or unsound condition. The FRB and the Comptroller have issued regulations to implement these provisions. Under these regulations, the categories are:

a. Well Capitalized — the institution exceeds the required minimum level for each relevant capital measure. A well-capitalized institution is one (i) having a Risk-based Capital Ratio of 10 percent or greater, (ii) having a Tier 1 Risk-based Capital Ratio of 6 percent or greater, (iii) having a Leverage Ratio of 5 percent or greater and (iv) that is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure.

b. Adequately Capitalized — the institution meets the required minimum level for each relevant capital measure. No capital distribution may be made that would result in the institution becoming undercapitalized. An adequately capitalized institution is one having (i) a Risk-based Capital Ratio of 8 percent or greater, (ii) a Tier 1 Risk-based Capital Ratio of 4 percent or greater and (iii) a Leverage Ratio of 4 percent or greater or a Leverage Ratio of 3 percent or greater if the institution is rated composite 1 under the CAMELS (Capital, Assets, Management, Earnings, Liquidity and Sensitivity to market risk) rating system.

c. Undercapitalized — the institution fails to meet the required minimum level for any relevant capital measure. An undercapitalized institution is one having (i) a Risk-based Capital Ratio of less than 8 percent or (ii) a Tier 1 Risk-based Capital Ratio of less than 4 percent or (iii) a Leverage Ratio of less than 4 percent, or if the institution is rated a composite 1 under the CAMELS rating system, a Leverage Ratio of less than 3 percent.

d. Significantly Undercapitalized — the institution is significantly below the required minimum level for any relevant capital measure. A significantly undercapitalized institution is one having (i) a Risk-based Capital Ratio of less than 6 percent or (ii) a Tier 1 Risk-based Capital Ratio of less than 3 percent or (iii) a Leverage Ratio of less than 3 percent.

e. Critically Undercapitalized — the institution fails to meet a critical capital level set by the appropriate federal banking agency. A critically undercapitalized institution is one having a ratio of tangible equity to total assets that is equal to or less than 2 percent.

An institution which is less than adequately capitalized must adopt an acceptable capital restoration plan, is subject to increased regulatory oversight and is increasingly restricted in the scope of its permissible activities. Each company having control over an undercapitalized institution must provide a limited guarantee that the institution will comply with its capital restoration plan. Except under limited circumstances consistent with an accepted capital restoration plan, an undercapitalized institution may not grow. An undercapitalized institution may not acquire another institution, establish additional branch offices or engage in any new line of business unless determined by the appropriate federal banking agency to be consistent with an accepted capital restoration plan, or unless the FDIC determines that the proposed action will further the purpose of prompt corrective action. The appropriate federal banking agency may take any action authorized for a significantly undercapitalized institution if an undercapitalized institution fails to submit an acceptable capital restoration plan or fails in any material respect to implement a plan accepted by the agency. A critically undercapitalized institution is subject to having a receiver or conservator appointed to manage its affairs and for loss of its charter to conduct banking activities.

- 5 -

An insured depository institution may not pay a management fee to a bank holding company controlling that institution or any other person having control of the institution if, after making the payment, the institution would be undercapitalized. In addition, an institution may not make a capital distribution, such as a dividend or other distribution that is in substance a distribution of capital to the owners of the institution if following such a distribution the institution would be undercapitalized. Thus, if payment of such a management fee or the making of such dividend would cause the Bank to become undercapitalized, it could not pay a management fee or dividend to the Company.

Basel III Capital Framework. In July 2013, the federal bank regulatory agencies adopted final rules (i) to implement the Basel III capital framework as outlined by the Basel Committee on Banking Supervision and (ii) for calculating risk-weighted assets (collectively, the Basel III Final Rules). These final rules establish a new comprehensive capital framework for U.S. banking organizations, require bank holding companies and their bank subsidiaries to maintain substantially more capital with a greater emphasis on common equity, and make selected changes to the calculation of risk-weighted assets.

The Basel III Final Rules, among other things, (i) introduce as a new capital measure "Common Equity Tier 1" (CET1), (ii) specify that Tier 1 capital consists of CET1 and "Additional Tier 1 capital" instruments meeting specified requirements, (iii) define CET1 narrowly by requiring that most adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) expand the scope of the adjustments as compared to existing regulations.  The Basel III Final Rules implement the new minimum capital ratios and risk-weighting calculations on January 1, 2015, and the capital conservation buffer and regulatory capital adjustments and deductions will be phased in from 2015 to 2019.

When fully phased in, the Basel III Final Rules will require banks to maintain (i) a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% "capital conservation buffer" (which is added to the 4.5% CET1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7%), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation), (iii) a minimum ratio of Total (that is, Tier 1 plus Tier 2) capital to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation) and (iv) a minimum leverage ratio of 3%, calculated as the ratio of Tier 1 capital to balance sheet exposures plus certain off-balance sheet exposures (computed as the average for each quarter of the month-end ratios for the quarter).

The Basel III Final Rules also implement a "countercyclical capital buffer," generally designed to absorb losses during periods of economic stress and to be imposed when national regulators determine that excess aggregate credit growth becomes associated with a buildup of systemic risk. This buffer is a CET1 add-on to the capital conservation buffer in the range of 0% to 2.5% when fully implemented (potentially resulting in total buffers of between 2.5% and 5%).

The Basel III Final Rules provide new deductions from and adjustments to CET1. These include, for example, the requirement that mortgage servicing rights, deferred tax assets dependent upon future taxable income and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1.

The Basel III Final Rules also revise the general rules for calculating a banking organization's total risk-weighted assets and the risk weightings that are applied to many classes of assets held by community banks, including by applying higher risk weightings to certain commercial real estate loans.

Requirements to maintain higher levels of capital or to maintain higher levels of liquid assets could adversely impact the Company's net income and return on equity.

Insurance of Accounts, Assessments and Regulation by the FDIC. The Bank's deposits are insured up to applicable limits by the Deposit Insurance Fund (DIF) of the FDIC. In July 2010, the Dodd-Frank Act permanently raised the basic limit on federal deposit insurance coverage to $250,000 per depositor, but did not change FDIC deposit insurance coverage for retirement accounts, which remains $250,000 per depositor.

Under the Federal Deposit Insurance Act (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.

- 6 -

The DIF is funded by assessments on banks and other depository institutions calculated based on average consolidated total assets minus average tangible equity (defined as Tier 1 capital). As required by the Dodd-Frank Act, the FDIC has adopted a 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 fund reaches 1.15 percent and, in lieu of dividends, provided for a lower 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 range 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 brokered 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. In 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.

The Sarbanes-Oxley Act. The Sarbanes-Oxley Act (SOX) enacted major reforms of the federal securities laws intended to protect investors by improving the accuracy and reliability of corporate disclosures. It impacts all companies with securities registered under the Exchange Act, including the Company. SOX creates increased responsibility for chief executive officers and chief financial officers with respect to the content of filings with the SEC. Section 404 of SOX and related SEC rules focused increased scrutiny by internal and external auditors on the Company's systems of internal controls over financial reporting, to insure that those internal controls are effective in both design and operation. SOX sets out enhanced requirements for audit committees, including independence and expertise, and it includes stronger requirements for auditor independence and limits the types of non-audit services that auditors can provide. Finally, SOX contains additional and increased civil and criminal penalties for violations of securities laws.

Financial Holding Company Status. As provided by the Gramm-Leach-Bliley Act of 1999 (the GLBA), a bank holding company may become eligible to engage in activities that are financial in nature or incident or complementary to financial activities by qualifying as a financial holding company. To qualify as a financial holding company, each insured depository institution controlled by the bank holding company must be well-capitalized, well-managed and have at least a satisfactory rating under the CRA (discussed below). In addition, the bank holding company must file with the FRB a declaration of its intention to become a financial holding company. While the Company satisfies these requirements, the Company has elected for various reasons not to be treated as a financial holding company under the GLBA. Additionally, the qualification as a financial holding company by other bank holding companies has not had a material impact on the Company's or the Bank's business.

Confidentiality and Required Disclosures of Consumer Information. The Company is subject to various laws and regulations that address the privacy of nonpublic personal financial information of consumers. The GLBA and certain new regulations issued thereunder protect against the transfer and use by financial institutions of consumer nonpublic personal information. A financial institution must provide to its customers, at the beginning of the customer relationship and annually thereafter, the institution's policies and procedures regarding the handling of customers' nonpublic personal financial information. These privacy provisions generally prohibit a financial institution from providing a customer's personal financial information to unaffiliated third parties unless the institution discloses to the customer that the information may be so provided and the customer is given the opportunity to opt out of such disclosure.

The Company is also subject to various laws and regulations that attempt to combat money laundering and terrorist financing. The Bank Secrecy Act requires all financial institutions to, among other things, create a system of controls designed to prevent money laundering and the financing of terrorism, and imposes recordkeeping and reporting requirements. The USA Patriot Act facilitates information sharing among governmental entities and financial institutions for the purpose of combating terrorism and money laundering, and requires financial institutions to establish anti-money laundering programs. The Federal Bureau of Investigation (FBI) sends banking regulatory agencies lists of the names of persons suspected of involvement in terrorist activities, and requests banks to search their records for any relationships or transactions with persons on those lists. If the Bank finds any relationships or transactions, it must file a suspicious activity report with the U.S. Department of the Treasury (the Treasury) and contact the FBI. The Office of Foreign Assets Control (OFAC), which is a division of the Treasury, is responsible for helping to ensure that United States entities do not engage in transactions with "enemies" of the United States, as defined by various Executive Orders and Acts of Congress. If the Bank finds a name of an "enemy" of the United States on any transaction, account or wire transfer that is on an OFAC list, it must freeze such account, file a suspicious activity report with the Treasury and notify the FBI.

- 7 -

Although these laws and programs impose compliance costs and create privacy obligations and, in some cases, reporting obligations, these laws and programs do not materially affect the Bank's products, services or other business activities.

Community Reinvestment Act. The Company is subject to the requirements of the CRA, which imposes on financial institutions an affirmative and ongoing obligation to meet the credit needs of their local communities, including low and moderate-income neighborhoods, consistent with the safe and sound operation of those institutions. A financial institution's efforts in meeting community credit needs are currently evaluated as part of the examination process. These efforts also are considered in evaluating mergers, acquisitions and applications to open a branch or facility.

Consumer Laws and Regulations. The Company is also subject to certain consumer laws and regulations that are designed to protect consumers in transactions with banks. While the list set forth herein is not exhaustive, these laws and regulations include the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act and the Fair Housing Act, among others. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions transact business with customers. The Company must comply with the applicable provisions of these consumer protection laws and regulations as part of its ongoing customer relations.

The Dodd-Frank Act created the CFPB, a federal regulatory agency that is responsible for implementing, examining and enforcing compliance with federal consumer financial laws for institutions with more than $10 billion of assets and, to a lesser extent, smaller institutions. The Dodd-Frank Act gives the CFPB authority to supervise and regulate providers of consumer financial products and services, establishes the CFPB's power to act against unfair, deceptive or abusive practices, and gives the CFPB rulemaking authority in connection with numerous federal consumer financial protection laws (for example, but not limited to, the Truth-in-Lending Act and the Real Estate Settlement Procedures Act).

As a smaller institution (i.e., with assets of $10 billion or less), most consumer protection aspects of the Dodd-Frank Act will continue to be applied to the Company by the FRB and to the Bank by the Comptroller. However, the CFPB may include its own examiners in regulatory examinations by a small institution's prudential regulators and may require smaller institutions to comply with certain CFPB reporting requirements. In addition, regulatory positions taken by the CFPB and administrative and legal precedents established by CFPB enforcement activities, including in connection with supervision of larger bank holding companies, could influence how the FRB and Comptroller apply consumer protection laws and regulations to financial institutions that are not directly supervised by the CFPB. The precise effect of the CFPB's consumer protection activities on the Company cannot be forecast.

Stress Testing. As required by the Dodd-Frank Act, the federal banking agencies have implemented stress testing requirements for certain financial institutions, including bank holding companies, national banking associations and state chartered banks, with more than $10 billion in total consolidated assets. Although these requirements do not apply to institutions with $10 billion or less in total consolidated assets, the federal banking agencies, including the Comptroller, emphasize that all banking organizations, regardless of size, should have the capacity to analyze the potential impact of adverse market conditions or outcomes on the organization's financial condition. Based on existing regulatory guidance, the Company and the Bank are expected to consider the institution's interest rate risk management, commercial real estate concentrations and other credit-related information, and funding and liquidity management during this analysis of adverse outcomes.

Volcker Rule. The Dodd-Frank Act prohibits bank holding companies and their subsidiary banks from engaging in proprietary trading except in limited circumstances, and places limits on ownership of equity investments in private equity and hedge funds (the Volcker Rule).  On December 10, 2013, the U.S. financial regulatory agencies (including the FRB, the FDIC, the Comptroller and the SEC) adopted final rules to implement the Volcker Rule.  In relevant part, these final rules would have prohibited banking entities from owning collateralized debt obligations (CDOs) backed by trust preferred securities (TruPS), effective July 21, 2015.  However, subsequent to these final rules the U.S. financial regulatory agencies issued an interim rule effective April 1, 2014 to exempt CDOs backed by TruPS from the Volcker Rule and the final rule, provided that (a) the CDO was established prior to May 19, 2010, (b) the banking entity reasonably believes that the CDO's offering proceeds were used to invest primarily in TruPS issued by banks with less than $15 billion in assets, and (iii) the banking entity acquired the CDO investment on or before December 10, 2013. The Company currently does not have any CDO investments, and the Company believes that its financial condition will not be significantly impacted by the Volcker Rule, the final rule or the interim rule.

- 8 -

Future Regulation. From time to time, various legislative and regulatory initiatives are introduced in the United States Congress and state legislatures, as well as by regulatory agencies. Such initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions or proposals to substantially change the financial institution regulatory system. Such legislation could change banking statutes and the operating environment of the Company or the Bank in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. The Company cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations, would have on the financial condition or results of operations of the Company. A change in statutes, regulations or regulatory policies applicable to the Company, the Bank or Trust could have a material effect on the business of the Company.
 
Item 1A. Risk Factors

U.S. and international economic conditions and credit markets pose challenges for the Company and could adversely affect the results of operations, liquidity and financial condition. The Company is currently operating in a challenging and uncertain economic environment, both in the local markets it serves and in the broader national and international economies. If the economic recovery continues to be relatively weak or there is further deterioration of national or international economic conditions, the financial condition and operating performance of financial institutions, including the Company, could be adversely affected.  Such adverse effects could include a decline in the value of the Company's securities portfolio, and could increase the regulatory scrutiny of financial institutions. Another deterioration of local economic conditions could again lead to declines in real estate values and home sales and increases in the financial stress on borrowers and unemployment rates, all of which could lead to increases in loan delinquencies, problem assets and foreclosures and reductions in loan collateral value. Such a deterioration of local economic conditions could cause the level of loan losses to exceed the level the Company has provided in its allowance for loan losses which, in turn, would reduce the Company's earnings.

Global credit market conditions could return to being disrupted and volatile. Although the Company remains well capitalized and has not suffered any liquidity issues, the cost and availability of funds may be adversely affected by illiquid credit markets. Any future turbulence in the U.S. and international markets and economy may adversely affect the Company's liquidity, financial condition and profitability.

The downgrade of the U.S. credit rating and Europe's debt crisis could have a material adverse effect on the Company's business, financial condition and liquidity. Standard & Poor's lowered its long term sovereign credit rating on the United States of America from AAA to AA+ in 2011. A further downgrade or a downgrade by other rating agencies could have a material adverse impact on financial markets and economic conditions in the United States and worldwide. Any such adverse impact could have a material adverse effect on the Company's liquidity, financial condition and results of operations.

In addition, ongoing concerns with the possibility that certain European Union (EU) member states will default on their debt obligations has negatively impacted economic conditions and global markets. The continued uncertainty over the outcome of international and the EU's financial support programs and the possibility that other EU member states may experience similar financial troubles could further disrupt global markets. The negative impact on economic conditions and global markets could also have a material adverse effect on the Company's liquidity, financial condition and results of operations.

The Company is subject to interest rate risk and variations in interest rates may negatively affect its financial performance. The Company's profitability depends in substantial part on its net interest margin, which is the difference between the rates received on loans and investments and the rates paid for deposits and other sources of funds. The net interest margin depends on many factors that are partly or completely outside of the Company's control, including competition; federal economic, monetary and fiscal policies; and economic conditions. Changes in interest rates affect operating performance and financial condition. The Company tries to minimize its exposure to interest rate risk, but it is unable to completely eliminate this risk. Because of the differences in the maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities, changes in interest rates do not produce equivalent changes in interest income earned on interest-earning assets and interest paid on interest-bearing liabilities. Accordingly, fluctuations in interest rates could adversely affect the Company's net interest margin and, in turn, its profitability. In addition, the FRB's Federal Open Market Committee has stated that it will keep the federal funds target rate at 0%-0.25% until economic and labor conditions (as indicated by the unemployment rate) improve, which is currently expected to be until 2015. Even though such a continuance of accommodative monetary policy could allow the Company to continue to reprice fixed-rate deposits at lower rates, sustained low interest rates could put further pressure on the yields generated by the Company's loan portfolio and on the Company's net interest margin. At December 31, 2013, based on scheduled maturities only, the Company's balance sheet was liability sensitive at the one year time frame and, as a result, its net interest margin will tend to decrease in a rising interest rate environment and increase in a declining interest rate environment.

- 9 -

In addition, any substantial and prolonged increase in market interest rates could reduce the Company's customers' desire to borrow money or adversely affect their ability to repay their outstanding loans by increasing their credit costs. Interest rate changes could also affect the fair value of the Company's financial assets and liabilities. Accordingly, changes in levels of market interest rates could materially and adversely affect the Company's net interest margin, asset quality, loan origination volume, business, financial condition, results of operations and cash flows.

Declines in loans outstanding could have a material adverse impact on the Company's operating results and financial condition. If quality loan demand does not continue to increase and the Company's loan portfolio begins to decline, the Company expects that excess liquidity will be invested in marketable securities. Because loans typically yield higher returns than the Company's investment portfolio, a shift towards investments in the Company's asset mix would likely result in an overall reduction in net interest income and the net interest margin. The principal source of earnings for the Company is net interest income, and as discussed above, the Company's net interest margin is a major determinant of the Company's profitability. The effects of a reduction in net interest income and the net interest margin may be exacerbated by the intense competition for quality loans in the Company's primary service area and by rate reductions on loans currently held in the portfolio. As a result, a reduction in loans could have a material adverse effect on the Company's operating results and financial condition.

The Company's substantial dependence on dividends from its subsidiaries may prevent it from paying dividends to its stockholders and adversely affect its business, results of operations or financial condition. The Company is a separate legal entity from its subsidiaries and does not have significant operations or revenues of its own. The Company substantially depends on dividends from its subsidiaries to pay dividends to stockholders and to pay its operating expenses. The availability of dividends from the subsidiaries is limited by various statutes and regulations. It is possible, depending upon the financial condition of the Company and other factors, that the Comptroller could assert that payment of dividends by the subsidiaries is an unsafe or unsound practice. In the event the subsidiaries are unable to pay dividends to the Company, the Company may not be able to pay dividends on the Company's common stock, service debt or pay operating expenses. Consequently, the inability to receive dividends from the subsidiaries could adversely affect the Company's financial condition, results of operations, cash flows and limit stockholders' return, if any, to capital appreciation.

The Company's profitability depends significantly on local economic conditions and the effects of the federal government's sequestration spending cuts may negatively affect the local economy. The Company's success depends primarily on the general economic conditions of the markets in which the Company operates. Unlike larger financial institutions that are more geographically diversified, the Company provides banking and financial services to customers primarily in the Hampton Roads MSA. The local economic conditions in this area have a significant impact on the demand for loans, the ability of the borrowers to repay these loans and the value of the collateral securing these loans. A significant decline in general economic conditions, caused by inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment or other factors beyond the Company's control could impact these local economic conditions. In addition, the federal government's automatic reductions in both defense and non-defense spending which began in March 2012 (through a process commonly known as sequestration) reduced the level of government spending and changed government contracting policies. The impact of sequestration was reduced with respect to federal fiscal years 2014 and 2015 following the enactment of the Bipartisan Budget Act in December 2013. However, significant uncertainty remains.  Hampton Roads is home to one of the largest military installations in the world and one of the largest concentrations of Department of Defense personnel in the United States. The continued federal government spending cuts, although reduced, as a result of the sequestration, as well as the potential risk of future federal spending cuts, could have a severe negative impact on the unemployment rate and business development activities in the Company's primary service area. The relatively stagnant general economic conditions due to the slow economic recovery, as well as the current challenging economic environment, have negatively effected the financial results of the Company's operations. Sequestration and other federal budget cuts, particularly to the Department of Defense, could worsen this impact.

A decline in real estate values could cause a significant portion of the Company's loan portfolio to be under-collateralized and adversely impact the Company's operating results and financial condition. The market value of real estate, particularly real estate held for investment, can fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is located. If the value of the real estate serving as collateral for the Company's loan portfolio were to decline materially, a significant part of the loan portfolio could become under-collateralized. If the loans that are collateralized by real estate become troubled during a time when market conditions are declining or have declined, then, in the event of foreclosure, the Company may not be able to realize the dollar value from the collateral that it anticipated at the time of originating the loan.

In recent years, the market value of real estate declined considerably and has failed to materially recover, leaving the Company with certain loans that are under-collateralized. Some of these loans have become troubled and have been foreclosed upon, and the Company was unable to realize the expected value of the collateral. Due to these events, the Company has established a valuation reserve for other real estate owned (OREO), including foreclosed assets, which negatively affects the Company's earnings in periods in which a provision is added to the valuation reserve.

- 10 -

In addition, the decline in real estate values and recent inability to materially recover has caused and could continue to cause the Company to experience losses when selling OREOs. These factors have had an adverse affect on operating results.

Market risk affects the earnings of Trust. The fee structure of Trust is generally based upon the market value of accounts under administration. Most of these accounts are invested in equities of publicly traded companies and debt obligations of both government agencies and publicly traded companies. As such, fluctuations in the equity and debt markets in general have had a direct impact upon the earnings of Trust.

The Company may be adversely affected by changes in government monetary policy. As a bank holding company, the Company's business is affected by the monetary policies established by the FRB, which regulates the national money supply in order to mitigate recessionary and inflationary pressures. In setting its policy, the FRB may utilize techniques such as the following:

·
Engaging in open market transactions in U.S. Government securities;
·
Setting the discount rate on member bank borrowings; and
·
Determining reserve requirements.

These techniques, none of which is within the Company's control, may have an adverse effect on deposit levels, net interest margin, loan demand or the Company's business and operations.

The allowance for loan losses may not be adequate to cover actual losses. A significant source of risk arises from the possibility that losses could be sustained because borrowers, guarantors, and related parties may fail to perform in accordance with the terms of their loans and leases. Like all financial institutions, the Company maintains an allowance for loan losses to provide for loan defaults and non-performance. The allowance for loan losses may not be adequate to cover actual loan losses. In addition, future provisions for loan losses could materially and adversely affect, and have in recent years materially and adversely affected, the Company's operating results. The allowance for loan losses is determined by analyzing historical loan losses, current trends in delinquencies and charge-offs, plans for problem loan resolutions, changes in the size and composition of the loan portfolio and industry information. Also included in management's estimates for loan losses are considerations with respect to the impact of economic events, the outcome of which are uncertain. The amount of future losses is susceptible to changes in economic and other conditions, including changes in interest rates, that may be beyond the Company's control and these future losses may exceed current estimates. Federal regulatory agencies, as an integral part of their examination process, review the Company's loans and allowance for loan losses. While management believes that the Company's allowance is adequate to cover current losses, the Company cannot assure investors that it will not need to increase the allowance or that regulators will not require the allowance to be increased. Either of these occurrences could materially and adversely affect earnings and profitability.

The Dodd-Frank Act has increased the Company's regulatory compliance burden and associated costs, placed restrictions on certain products and services and limited its future capital raising strategies. A wide range of regulatory initiatives directed at the financial services industry has been proposed and/or implemented in recent years. One of those initiatives, the Dodd-Frank Act, was enacted in 2010 and mandates significant changes in the financial regulatory landscape that will impact all financial institutions, including the Company and the Bank. Since its enactment, the Dodd-Frank Act has increased the Company's regulatory compliance burden and its continuing implementation will likely continue to increase the Company's regulatory compliance burden and may have a material adverse effect on the Company, by increasing the costs associated with regulatory examinations and compliance measures.

One of the Dodd-Frank Act's significant regulatory changes is the creation of the CFPB, a financial consumer protection agency that has the authority to impose new regulations and include its examiners in routine regulatory examinations conducted by the Comptroller. The CFPB may reshape the consumer financial laws through rulemaking and enforcement of the Dodd-Frank Act's prohibitions against unfair, deceptive and abusive business practices, which may directly impact the business operations of financial institutions offering consumer financial products or services, including the Company and the Bank. This agency's broad rulemaking authority includes identifying practices or acts that are unfair, deceptive or abusive in connection with any consumer financial transaction or consumer financial product or service. Although the CFPB generally has jurisdiction over banks with $10 billion or more in assets, rules, regulations and policies issued by the CFPB may also apply to the Company, the Bank and/or Trust through the adoption of such policies and best practices by the FRB, Comptroller and FDIC. The full costs and limitations related to this additional regulatory agency and the limitations and restrictions that may be placed upon the Company with respect to its consumer product and service offerings have yet to be determined. However, these costs, limitations and restrictions may have a material impact on the Company's business, financial condition and results of operations.

- 11 -

The Dodd-Frank Act also increases regulatory supervision and examination of bank holding companies and their banking and non-banking subsidiaries. These and other regulations included in the Dodd-Frank Act could increase the Company's regulatory compliance burden and costs, restrict the financial products and services the Bank can offer to its customers and restrict the Company's ability to generate revenues from non-banking operations. The Dodd-Frank Act imposes more stringent capital requirements on bank holding companies, which could limit the Company's future capital strategies.

The Basel III Final Rules will require higher levels of capital and liquidity, which could adversely affect the Company's net income and return on equity. The Basel III Final Rules, when fully phased-in, will represent the most comprehensive overhaul of the U.S. banking capital framework in over two decades. The changes to the standardized calculations of risk-weighted assets are complex and may create enormous compliance burdens, especially for community banks. Bank holding companies and their subsidiaries, such as the Company and the Bank, will be required to maintain substantially more capital as a result of higher minimum capital levels and more demanding regulatory capital risk-weightings and calculations. The Basel III Final Rules will require all banks to substantially change the manner in which they collect and report information to calculate risk-weighted assets, and will likely increase dramatically risk-weighted assets at many banking organizations as a result of applying higher risk-weightings to many types of loans and securities. As a result, banks may be forced to limit originations of certain types of commercial and mortgage loans, thereby reducing the amount of credit available to borrowers and limiting opportunities to earn interest income from the loan portfolio.

As a result of the Basel III Final Rules, many banks could be required to access the capital markets on short notice and in relatively weak economic conditions, which could result in banks raising capital that significantly dilutes existing shareholders. Additionally, many community banks could be forced to limit banking operations and activities, and growth of loan portfolios and interest income, in order to focus on retention of earnings to improve capital levels. The Basel III Final Rules may have a detrimental effect on the Company's net income and return on equity and limit the products and services it provides to its customers.

The repeal of federal prohibitions on payment of interest on demand deposits could increase interest expense. As part of the Dodd-Frank Act, the prohibition on the ability of financial institutions to pay interest on commercial demand deposit accounts was repealed. As a result, beginning in 2011, financial institutions could begin offering interest on demand deposits. Although the Company cannot be certain what interest rates other institutions may offer, the Company expects the impact of offering interest on demand deposits to remain minimal as long as the low interest rate environment continues. When interest rates begin to increase, however, the Company's interest expense may increase and the net interest margin may decline, which could adversely affect the Company's business, financial condition and results of operations.

Deposit insurance premiums could increase in the future, which may adversely affect future financial performance. The FDIC insures deposits at FDIC insured financial institutions, including the Bank. The FDIC charges insured financial institutions premiums to maintain 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 the Bank. 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 estimates of their 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 the Company's financial condition, results of operations and liquidity.

In 2011, the FDIC adopted final rules to implement changes required by the Dodd-Frank Act with respect to the FDIC assessment rules. A depository institution's deposit insurance assessment is now calculated based on the institution's total assets less tangible equity, rather than the previous base of total deposits. These changes did not increase the Company's FDIC insurance assessments for comparable asset and deposit levels. However, if the Bank's asset size increases or the FDIC takes other actions to replenish the DIF, the Bank's FDIC insurance premiums could increase.

- 12 -

The Company and its subsidiaries are subject to extensive regulation which could adversely affect them. The Company is subject to extensive regulation by federal, state and local governmental authorities and is subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of operations, including those referenced above. Regulations adopted by these agencies, which are generally intended to protect depositors and customers rather than to benefit stockholders, govern a comprehensive range of matters including, without limitation, ownership and control of the Company's shares, acquisition of other companies and businesses, permissible activities that the Company and its subsidiaries may engage in, maintenance of adequate capital levels and other aspects of operations. These regulations could limit the Company's growth by restricting certain of its activities. The laws, rules and regulations applicable to the Company are subject to regular modification and change. Regulatory changes could subject the Company to more demanding regulatory compliance requirements which could affect the Company in unpredictable and adverse ways. Such changes could subject the Company to additional costs, limit the types of financial services and products it may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or damage to the Company's reputation, which could have a material adverse effect on the Company's business, financial condition and results of operations. Legislation and regulatory initiatives containing wide-ranging proposals for altering the structure, regulation and competitive relationship of financial institutions are introduced regularly. The Company cannot predict in what form or whether a proposed statute or regulation will be adopted or the extent to which such adoption may affect its business.

The Company's future success depends on its ability to compete effectively in the highly competitive financial services industry. The Company faces substantial competition in all phases of its operations from a variety of different competitors. Growth and success depends on the Company's ability to compete effectively in this highly competitive financial services environment. Many competitors offer products and services that are not offered by the Company, and many have substantially greater resources, name recognition and market presence that benefit them in attracting business. In addition, larger competitors may be able to price loans and deposits more aggressively and may have larger lending limits that would allow them to serve the credit needs of larger customers. Some of the financial services organizations with which the Company competes are not subject to the same degree of regulation as is imposed on bank holding companies and federally insured national banks. As a result, these non-bank competitors have certain advantages over the Company in accessing funding and in providing various services. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Failure to compete effectively to attract new and retain current customers in the Company's markets could cause it to lose market share, slow its growth rate and may have an adverse effect on its financial condition and results of operations.

System failures, interruptions or breaches of security could adversely impact the Company's business operations and financial condition. Communications and information systems are essential to the conduct of the Company's businesses, as such systems are used to manage customer relationships, general ledger, deposits and loans. While the Company has established policies and procedures to prevent or limit the impact of systems failures, interruptions and security breaches, there can be no assurance that such events will not occur or that they will be adequately addressed if they do. Additionally, the Company may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. In addition, any compromise of the security systems could deter customers from using the Bank's website and online banking service, both of which involve the transmission of confidential information. Although the Company and the Bank rely on commonly used security and processing systems to provide the security and authentication necessary to effect the secure transmission of data, these precautions may not protect the systems from compromises or breaches of security, which would adversely affect the Company's results of operations and financial condition.

In addition, the Company outsources certain data processing to certain third-party providers. If the third-party providers encounter difficulties, or if the Company has difficulty in communicating with them, the Company's ability to adequately process and account for customer transactions could be affected, and the Company's business operations could be adversely impacted. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

The occurrence of any systems failure, interruption or breach of security could expose the Company to risks of data loss or data misuse, could damage the Company's reputation and result in a loss of customers and business, could subject it to additional regulatory scrutiny or could expose it to civil litigation, possible financial liability and costly response measures. Any of these occurrences could have a material adverse effect on the Company's financial condition and results of operations.

- 13 -

Negative public opinion could damage the Company's reputation and adversely impact the Company's business, financial condition and results of operation. Reputation risk, or the risk to the Company's business, financial condition and results of operation from negative public opinion, is inherent in the financial services industry. Negative public opinion can result from actual or alleged conduct in any number of activities, including lending practices and corporate governance, and from actions taken by government regulators and community organizations in response to those activities. Negative public opinion could adversely affect the Company's ability to keep and attract customers and employees and could expose it to litigation and regulatory action. Damage to the Company's reputation could adversely affect deposits and loans and otherwise negatively affect the Company's business, financial condition and results of operation.

The Company may need to raise additional capital in the future and such capital may not be available when needed or at all. The Company may need to raise additional capital in the future to provide it with sufficient capital resources and liquidity to meet its commitments and business needs, particularly if its asset quality or earnings were to deteriorate significantly. The Company's ability to raise additional capital, if needed, will depend on, among other things, conditions in the capital markets at that time, which are outside of the Company's control, and the Company's financial performance. Economic conditions and the loss of confidence in financial institutions may increase the Company's cost of funding and limit access to certain customary sources of capital, including inter-bank borrowings, repurchase agreements and borrowings from the Federal Reserve Bank's discount window.

The Company cannot assure that such capital will be available on acceptable terms or at all. Any occurrence that may limit the Company's access to the capital markets, such as a decline in the confidence of debt purchasers, depositors of the bank or counterparties participating in the capital markets, or a downgrade of the parent company or the bank's ratings, may adversely affect the Company's capital costs and its ability to raise capital and, in turn, its liquidity. Moreover, if the Company needs to raise capital in the future, it may have to do so when many other financial institutions are also seeking to raise capital and would have to compete with those institutions for investors. An inability to raise additional capital on acceptable terms when needed could have a material adverse effect on the Company's liquidity business, financial condition and results of operations.

The Company and its subsidiaries are subject to operational risk, which could adversely affect business, financial condition and results of operation. The Company and its subsidiaries, like all businesses, are subject to operational risk, which is the risk of loss resulting from human error, fraud or unauthorized transactions due to inadequate or failed internal processes and systems, and external events that are wholly or partially beyond the Company's control (including, for example, computer viruses or electrical or telecommunications outages). Operational risk also encompasses compliance (legal) risk, which is the risk of loss from violations of, or noncompliance with, laws, rules, regulations, prescribed practices or ethical standards. Although the Company and its subsidiaries seek to mitigate operational risk through a system of internal controls, there can be no assurance that they will not suffer losses from operational risks in the future that may be material in amount. Any losses resulting from transaction risk could take the form of explicit charges, increased operational costs, litigation costs, harm to reputation or forgone opportunities, any and all of which could have a material adverse effect on business, financial condition and results of operations.
 
Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of December 31, 2013, the Company owned the main office, which includes a branch, located in Hampton, Virginia: the corporated headquarters, which will include a branch and is under construction, with completion scheduled for the second quarter of 2014; six office buildings; and 12 branches. All of these are owned directly and free of any encumbrances. The land at the Fort Monroe branch is leased by the Company under an agreement that expires in June 2017. Two of the remaining three branches are leased from unrelated parties. The Crown Center branch is leased from Crown Center Associates, LLC, which is indirectly owned by Michael Glasser, a member of the Company's Board of Directors. These three branch leases have renewal options that expire anywhere within one to seven years from December 31, 2013.

For more information concerning the commitments under current leasing agreements, see Note 6 of the Notes to Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data" of this report on Form 10-K.
 
Item 3. Legal Proceedings

Neither the Company nor any of its subsidiaries is a party to any material pending legal proceedings before any court, administrative agency, or other tribunal.
- 14 -


Item 4. Mine Safety Disclosures

None.
 
EXECUTIVE OFFICERS OF THE REGISTRANT

Name (Age)
And Present Position
Served in
Current Position
Since
 
Principal
Occupation During Past Five Years
 
 
 
 
Robert F. Shuford, Sr. (76)
1965
 
Banker
Chairman, President & Chief Executive Officer
 
 
 
Old Point Financial Corporation
 
 
 
 
 
 
 
Louis G. Morris (59)
1988
 
Banker
Executive Vice President & Secretary/Bank
 
 
 
Old Point Financial Corporation
 
 
 
 
 
 
 
Laurie D. Grabow (56)
1999
 
Banker
Chief Financial Officer & Senior Vice President/Finance
 
 
 
Old Point Financial Corporation
 
 
 
 
 
 
 
Eugene M. Jordan, II (59)
2003
 
Banker
Executive Vice President/Trust
 
 
 
Old Point Financial Corporation
 
 
 
 
 
 
 
Robert F. Shuford, Jr. (49)
2003
 
Banker
Chief Operating Officer & Senior Vice President/Operations
 
 
 
Old Point Financial Corporation
 
 
 
 
 
 
 
Melissa L. Burroughs (49)
2007
 
Banker
Senior Vice President/Lending
 
 
 
Old Point Financial Corporation
 
 
 
 
 
 
 
Joseph R. Witt (53)
2008
 
Banker
Chief Administrative Officer & Senior Vice President/Administration
 
 
 
Old Point Financial Corporation
 
 
 

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The common stock of the Company is quoted on the NASDAQ Capital Market under the symbol "OPOF". The approximate number of stockholders of record as of March 17, 2014 was 1,195. On that date, the closing price of the Company's common stock on the NASDAQ Capital Market was $15.99. The range of high and low sale prices and dividends paid per share of the Company's common stock for each quarter during 2013 and 2012 is presented in Item 7 of this report on Form 10-K under "Capital Resources" and is incorporated herein by reference. Additional information related to funds available for dividend declaration can be found in Note 16 of the Notes to Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data" of this report on Form 10-K.

On January 12, 2010, the Company authorized a program to repurchase during any given calendar year up to an aggregate of 5 percent of the shares of the Company's common stock outstanding as of January 1 of that calendar year. The Company did not repurchase any shares of the Company's common stock under this plan during 2013. There is currently no stated expiration date for this program.

Pursuant to the Company's stock option plans, participants may exercise stock options by surrendering shares of the Company's common stock that the participants already own. Shares surrendered by participants of these plans are repurchased at current market value pursuant to the terms of the applicable stock options. No such repurchases occurred during 2013.
- 15 -


Item 6. Selected Financial Data

The following table summarizes the Company's performance for the past five years.

SELECTED FINANCIAL HIGHLIGHTS
 
   
   
   
   
 
 
 
   
   
   
   
 
Years ended December 31,
 
2013
   
2012
   
2011
   
2010
   
2009
 
(in thousands except per share data)
 
RESULTS OF OPERATIONS
 
   
   
   
   
 
 
 
   
   
   
   
 
Interest income
 
$
29,823
   
$
32,580
   
$
36,251
   
$
40,890
   
$
41,682
 
Interest expense
   
4,680
     
5,774
     
6,715
     
9,982
     
14,323
 
Net interest income
   
25,143
     
26,806
     
29,536
     
30,908
     
27,359
 
Provision for loan losses
   
1,300
     
2,400
     
3,700
     
8,800
     
6,875
 
Net interest income after provision for loan losses
   
23,843
     
24,406
     
25,836
     
22,108
     
20,484
 
Net gains (losses) on available-for-sale securities
   
(26
)
   
2,313
     
787
     
541
     
290
 
Noninterest income
   
12,799
     
12,646
     
11,409
     
12,098
     
12,324
 
Noninterest expenses
   
33,105
     
34,183
     
33,679
     
33,051
     
31,205
 
Income before income taxes
   
3,511
     
5,182
     
4,353
     
1,696
     
1,893
 
Income tax expense
   
348
     
995
     
1,063
     
149
     
211
 
Net income
 
$
3,163
   
$
4,187
   
$
3,290
   
$
1,547
   
$
1,682
 
 
                                       
FINANCIAL CONDITION
                                       
 
                                       
Total assets
 
$
864,288
   
$
907,499
   
$
849,504
   
$
886,842
   
$
921,422
 
Total deposits
 
$
725,405
   
$
753,816
   
$
690,879
   
$
679,214
   
$
662,502
 
Total loans
 
$
500,699
   
$
471,133
   
$
520,327
   
$
586,619
   
$
635,242
 
Stockholders' equity
 
$
80,761
   
$
89,300
   
$
85,865
   
$
80,952
   
$
81,608
 
Average assets
 
$
881,378
   
$
869,436
   
$
853,849
   
$
924,709
   
$
868,082
 
Average equity
 
$
84,695
   
$
87,912
   
$
83,322
   
$
82,513
   
$
82,772
 
 
                                       
PERTINENT RATIOS
                                       
 
                                       
Return on average assets
   
0.36
%
   
0.48
%
   
0.39
%
   
0.17
%
   
0.19
%
Return on average equity
   
3.73
%
   
4.76
%
   
3.95
%
   
1.87
%
   
2.03
%
Dividends paid as a percent of net income
   
34.49
%
   
23.67
%
   
30.12
%
   
79.64
%
   
137.16
%
Average equity as a percent of average assets
   
9.61
%
   
10.11
%
   
9.76
%
   
8.92
%
   
9.54
%
 
                                       
PER SHARE DATA
                                       
 
                                       
Basic earnings per share
 
$
0.64
   
$
0.84
   
$
0.66
   
$
0.31
   
$
0.34
 
Diluted earnings per share
 
$
0.64
   
$
0.84
   
$
0.66
   
$
0.31
   
$
0.34
 
Cash dividends declared
 
$
0.22
   
$
0.20
   
$
0.20
   
$
0.25
   
$
0.47
 
Book value
 
$
16.29
   
$
18.01
   
$
17.31
   
$
16.40
   
$
16.60
 
 
                                       
GROWTH RATES
                                       
 
                                       
Year-end assets
   
-4.76
%
   
6.83
%
   
-4.21
%
   
-3.75
%
   
10.35
%
Year-end deposits
   
-3.77
%
   
9.11
%
   
1.72
%
   
2.52
%
   
2.47
%
Year-end loans
   
6.28
%
   
-9.45
%
   
-11.30
%
   
-7.65
%
   
-0.35
%
Year-end equity
   
-9.56
%
   
4.00
%
   
6.07
%
   
-0.80
%
   
-1.56
%
Average assets
   
1.37
%
   
1.83
%
   
-7.66
%
   
6.52
%
   
4.27
%
Average equity
   
-3.66
%
   
5.51
%
   
0.98
%
   
-0.31
%
   
0.70
%
Net income
   
-24.46
%
   
27.26
%
   
112.67
%
   
-8.03
%
   
-75.23
%
Cash dividends declared
   
10.00
%
   
0.00
%
   
-20.00
%
   
-46.81
%
   
-28.79
%
Book value
   
-9.55
%
   
4.04
%
   
5.55
%
   
-1.20
%
   
-1.78
%

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to assist readers in understanding and evaluating the financial condition, changes in financial condition and the results of operations of the Company, consisting of the parent company (the Parent) and its wholly-owned subsidiaries, the Bank and Trust. This discussion should be read in conjunction with the Consolidated Financial Statements and other financial information contained elsewhere in this report.

- 16 -

Caution About Forward-Looking Statements
In addition to historical information, this report may contain forward-looking statements. For this purpose, any statement that is not a statement of historical fact may be deemed to be a forward-looking statement. These forward-looking statements may include statements regarding profitability, the net interest margin, liquidity, the loan portfolio and expected trends in the quality of the loan portfolio, the allowance and provision for loan losses, the securities portfolio, interest rate sensitivity, asset quality, levels of net loan charge-offs and nonperforming assets, levels of interest expense and noninterest income, noninterest expense (and components of noninterest expense), lease expense, the cost of expanding a current office building, noninterest income (and components of noninterest income), income taxes, intentions regarding the Company's FHLB advance, expected impact of efforts to restructure the balance sheet, expected yields on the loan and securities portfolios, market risk, business and growth strategies, investment strategy and financial and other goals. Forward-looking statements often use words such as "believes," "expects," "plans," "may," "will," "should," "projects," "contemplates," "anticipates," "forecasts," "intends" or other words of similar meaning. These statements can also be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements.

There are many factors that could have a material adverse effect on the operations and future prospects of the Company including, but not limited to, changes in interest rates; general economic conditions; the effects of the sequestration or other federal budget cuts, particularly to the Department of Defense, on the Company's service area; the quality or composition of the loan or investment portfolios; the effects of management's investment strategy; the adequacy of the Company's credit quality review processes; the level of nonperforming assets and charge-offs; the ability of the Company to diversity its sources of noninterest income; the local real estate market; volatility and disruption in national and international financial markets; government intervention in the U.S. financial system; FDIC premiums and/or assessments; penalties paid if the Company were to prepay its FHLB advance; demand for loan products; levels of noninterest income and expense; deposit flows; competition; adequacy of the allowance for loan losses; and changes in accounting principles, policies and guidelines. The Company could also be adversely affected by monetary and fiscal policies of the U.S. Government, as well as any regulations or programs implemented pursuant to the Dodd-Frank Act or other legislation and policies of the Comptroller, U.S. Treasury and the Federal Reserve Board.

The Company has experienced losses due to the current economic climate. Dramatic declines in the residential and commercial real estate market duing the recent economic crisis resulted in significant write-downs of asset values by the Company as well as by other financial institutions in the U.S. Concerns about financial markets and future economic conditions generally have reduced the availability of funding to certain financial institutions, leading to a tightening of credit and reduction of business activity.

In July 2010, the President signed into law the Dodd-Frank Act, which implements far-reaching changes across the financial regulatory landscape. It is not clear what other impacts the Dodd-Frank Act, regulations promulgated thereunder and other regulatory initiatives of the Treasury and other bank regulatory agencies will have on the financial markets and the financial services industry.

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

Executive Overview
Description of Operations
Headquartered in Hampton, Virginia, the Company is the parent company of Trust and the Bank. Trust is a wealth management services provider. The Bank offers a complete line of consumer, mortgage and business banking services, including loan, deposit, and cash management services to individual and business customers. The Bank is an independent community bank. The Bank has 18 branches throughout the Hampton Roads localities of Chesapeake, Hampton, Isle of Wight County, Newport News, Norfolk, Virginia Beach, Williamsburg/James City County and York County.

- 17 -

Management Initiatives in 2013
In 2013, management continued its 2012 initiatives to improve asset quality, grow the loan portfolio, expand the Company's fee based revenue and concentrate on improving Company efficiency. Management believes substantial progress was made with respect to all four initiatives. Management was able to improve asset quality as is evident by a $1.8 million reduction in net charge-offs when comparing charge-offs for 2013 to those of 2012, and a $5.3 million reduction in risk rated loans in the Other Assets Especially Mentioned and Substandard categories when comparing December 31, 2013 to December 31, 2012. Details of the improvement of asset quality can be found in Note 4 of the Notes to Consolidated Financial Statements included in item 8, "Financial Statements and Supplementary Data" of this report on Form 10-K. In addition, fee based revenue was higher for the year ended December 31, 2013 as compared to 2012. The loan portfolio grew by $29.6 million when comparing total loans on December 31, 2013 to December 31, 2012. Finally, the Company reduced total employees from 319 on December 31, 2012 to 298 on December 31, 2013 through attrition.

Primary Financial Data for 2013
The Company earned $3.2 million in 2013, as compared to net income of $4.2 million in 2012, a decrease of $1.0 million or 24.46%. The decrease in net income was due to a decrease in realized gain (loss) on available-for-sale securities, from a $2.3 million net gain in 2012 to $26 thousand net loss in 2013. Although net interest income declined by $1.7 million, noninterest expense declined by $1.1 million and the provision for loan losses declined by $1.1 million when comparing 2012 and 2013. A decrease in net charge-offs and improvement in loan quality between the two periods allowed management to reduce the provision for loan losses in 2013. Net loans charged off for the year ended December 31, 2013 were 49.83% lower than net charge-offs for the year ended December 31, 2012.

Assets as of December 31, 2013 were $864.3 million, a decrease of $43.2 million or 4.76% compared to assets as of December 31, 2012. This reduction in assets was driven by decreased deposits; high-cost time deposits in particular declined by $52.0 million.  Quality loan demand began to increase in 2013. In years prior to 2013, the Company had invested excess funds in securities that could be readily liquidated as the Company waited for loan demand to recover. In 2013, the Company focused on the liability side of the balance sheet to reduce excess funds in order to improve the net interest margin.

Critical Accounting Estimates
The accounting and reporting policies of the Company are in accordance with U.S. generally accepted accounting principles (GAAP) and conform to general practices within the banking industry. The Company's financial position and results of operations are affected by management's application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses and related disclosures. Different assumptions in the application of these policies could result in material changes in the Company's consolidated financial position and/or results of operations. The accounting policy that required management's most difficult, subjective or complex judgments is the Company's allowance for loan losses, which is described below.

Allowance for Loan Losses
The allowance for loan losses is an estimate of the losses that may be sustained in the loan portfolio. The allowance is based on three basic principles of accounting which require: (i) that losses be accrued when they are probable of occurring and estimable, (ii) that losses be accrued based on the differences between the loan balances and the value of collateral, present value of future cash flows or values that are observable in the secondary market and (iii) that adequate documentation exist to support the allowance for loan losses estimate.

The Company's allowance for loan losses is the accumulation of various components that are calculated based on independent methodologies. Management's estimate is based on certain observable, historical data that management believes are most reflective of the underlying credit losses being estimated. This evaluation includes credit quality trends; collateral values; discounted cash flow analysis; loan volumes; geographic, borrower and industry concentrations; the findings of internal credit quality assessments and results from external bank regulatory examinations. These factors, as well as historical losses and current economic and business conditions, are used in developing estimated loss factors used in the calculations.

Authoritative accounting literature requires that the impairment of loans that have been separately identified for evaluation be measured based on the present value of expected future cash flows or, alternatively, the observable market price of the loans or the fair value of the collateral. However, for those loans that are collateral dependent (that is, if repayment of those loans is expected to be provided solely by the underlying collateral) and for which management has determined foreclosure is probable, the measure of impairment is to be based on the net realizable value of the collateral. Authoritative accounting literature, as amended, also requires certain disclosures about investments in impaired loans and the allowance for loan losses and interest income recognized on loans.

- 18 -

Prior to the September 30, 2013 calculation of the allowance for loan losses, historic loss reserves for commercial loans were determined by applying estimated loss factors to the portfolio based on management's evaluation and risk grading of the commercial loan portfolio. Reserves were provided for noncommercial loan categories using estimated loss factors applied to the total outstanding loan balance of each loan category.  Beginning with the September 30, 2013 calculation of the allowance for loan losses, the loan portfolio is separated into pools, based on the loan classifications as defined by Schedule RC-C of the Federal Financial Institutions Examination Council Consolidated Reports of Condition and Income Form 041 (Call Report) and collectively evaluated for impairment. Loans not secured by real estate and made to individuals for household, family and other personal expenditures are segmented into pools based on whether the loan's payment are current (including loans 1-29 days past due), or are 30 – 59 days past due, 60 – 89 days past due, or 90 days or more past due.  All other loans, including loans to consumers that are secured by real estate, are segmented by the Company's internally assigned risk grades: substandard, other assets especially mention (rated just above substandard), and pass (all other loans).

Specific reserves are determined on a loan-by-loan basis based on management's evaluation of the Company's exposure for each credit, given the current payment status of the loan and the net market value of any underlying collateral.

While management uses the best information available to establish the allowance for loan losses, future adjustment to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the valuations or if required by regulators, based upon information available to them at the time of their examinations. Such adjustments to original estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels may vary from previous estimates.

Income Taxes
The Company recognizes expense for federal income and state bank franchise taxes payable as well as deferred federal income taxes for estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the Consolidated Financial Statements. Income and franchise tax returns are subject to audit by the Internal Revenue Service (IRS) and state taxing authorities. Income and franchise tax expense for current and prior periods is subject to adjustment based on the outcome of such audits. The Company believes it has adequately provided for all taxes payable.

Earnings Summary
Net income was $3.2 million, or $0.64 per diluted share, in 2013 compared to $4.2 million, or $0.84 per diluted share, in 2012.  However, this decrease in net income was primarily attributable to the receipt of $475 thousand in proceeds from the death benefit on an insured former officer and by a $2.3 million gain on the sale of available-for-sale securities in 2012 that did not occur in 2013. If these two items are excluded, income before insurance death benefit, gain or loss on the sale of available-for-sale securities, and taxes increased $1.1 million between the years ended December 31, 2012 and 2013. See "Non-GAAP Financial Measures" below for more information. Lower provision for loan losses and lower noninterest expense contributed to this improved profitability. Continued improvement in asset quality, as evidenced by lower charge-offs in 2013 when compared to 2012, allowed management to reduce the provision.

Net Interest Income
The principal source of earnings for the Company is net interest income. Net interest income is the difference between interest and fees generated by earning assets and interest expense paid to fund them. Changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as their respective yields and rates, have a significant impact on the level of net interest income. The net interest margin is calculated by dividing tax equivalent net interest income by average earning assets. Net interest income, on a fully tax-equivalent basis, was $25.9 million in 2013, down $1.3 million from 2012 and down $3.8 million from 2011. The net interest margin was 3.23% in 2013 as compared to 3.40% in 2012 and 3.81% in 2011.

When comparing 2013 to 2012, the following changes were noted. Tax equivalent interest income decreased $2.4 million, or 7.40%. Average earning assets decreased $1.3 million, or 0.16%. Total average loans decreased $7.0 million, or 1.47%, and average investment securities decreased $2.9 million, or 1.01%. The yield on earning assets decreased by 30 basis points due to decreasing yields in the loan portfolio. The Company's securities portfolio decreased in 2013 due to efforts to manage interest rate risk. The Company reduced interest rates on time deposits to reduce excess funds available for assets other than loans and intends to continue doing so until excess funds have been absorbed.  Management expects that the Company's loan yields will continue to decline, due to intense competition for quality loans and rate reductions on loans currently held in the portfolio.  However, management believes that the decline in loan yields will begin to lessen in 2014 which will continue the trend that was evident in the last quarter of 2013.  To partially offset this anticipated decline in loan yields, management has placed an increased focus on managing the mix of the liabilities in order to increase low cost funds and reduce high cost funds when possible.

- 19 -

Interest expense decreased $1.1 million or 18.95% in 2013 as compared to 2012, while average interest-bearing liabilities increased $4.5 million, or 0.74%. The cost of interest-bearing liabilities decreased 19 basis points due to the low interest rate environment. Management expects that the reduction of the Company's interest expense will continue to slow in the future, because the majority of the higher cost time deposits have repriced to current, lower market rates.  However, Management will continue to focus on the mix of deposits as stated above.

The following table shows an analysis of average earning assets, interest-bearing liabilities and rates and yields. Nonaccrual loans are included in loans outstanding.


TABLE I
 
AVERAGE BALANCE SHEETS, NET INTEREST INCOME* AND RATES*
 
                                 
Years ended December 31,
2013
   
2012
   
2011
 
   
Interest
           
Interest
           
Interest
     
Average
   
Income/
   
Yield/
   
Average
   
Income/
   
Yield/
   
Average
   
Income/
   
Yield/
 
 
Balance
   
Expense
   
Rate
   
Balance
   
Expense
   
Rate
   
Balance
   
Expense
   
Rate
 
(dollars in thousands)
 
ASSETS
                                 
                                 
Loans
 
 
$
471,203
   
$
23,769
     
5.04
%
 
$
478,220
   
$
26,565
     
5.55
%
 
$
544,523
   
$
32,176
     
5.91
%
Investment securities:
                                                                       
Taxable
   
229,914
     
4,547
     
1.98
%
   
263,532
     
5,238
     
1.99
%
   
203,198
     
3,884
     
1.91
%
Tax-exempt
   
55,745
     
2,042
     
3.66
%
   
25,053
     
1,032
     
4.12
%
   
3,763
     
238
     
6.32
%
Total investment securities
   
285,659
     
6,589
     
2.31
%
   
288,585
     
6,270
     
2.17
%
   
206,961
     
4,122
     
1.99
%
Interest-bearing due from banks
   
37,581
     
96
     
0.26
%
   
28,460
     
56
     
0.20
%
   
9,819
     
22
     
0.22
%
Federal funds sold
   
1,906
     
1
     
0.05
%
   
1,780
     
2
     
0.11
%
   
13,622
     
21
     
0.15
%
Other investments
   
3,374
     
96
     
2.85
%
   
3,967
     
100
     
2.52
%
   
4,599
     
62
     
1.35
%
Total earning assets
   
799,723
     
30,551
     
3.82
%
   
801,012
     
32,993
     
4.12
%
   
779,524
     
36,403
     
4.67
%
Reserve for loan losses
   
(7,239
)
                   
(7,771
)
                   
(10,349
)
               
     
792,484
                     
793,241
                     
769,175
                 
                                                                         
Cash and due from banks
   
13,446
                     
8,589
                     
13,227
                 
Bank premises and equipment, net
   
36,188
                     
30,728
                     
29,896
                 
Other assets
   
39,260
                     
36,878
                     
41,551
                 
                                                                         
Total assets
 
 
$
881,378
                   
$
869,436
                   
$
853,849
                 
                                                                       
                                                                       
LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                 
                                                                       
Time and savings deposits:
                                                                       
Interest-bearing transaction accounts
 
 
$
11,129
   
$
6
     
0.05
%
 
$
11,600
   
$
7
     
0.06
%
 
$
11,512
   
$
7
     
0.06
%
Money market deposit accounts
   
199,848
     
234
     
0.12
%
   
180,106
     
322
     
0.18
%
   
169,951
     
352
     
0.21
%
Savings accounts
   
62,562
     
62
     
0.10
%
   
53,054
     
53
     
0.10
%
   
48,252
     
49
     
0.10
%
Time deposits, $100,000 or more
   
126,127
     
1,436
     
1.14
%
   
131,020
     
1,613
     
1.23
%
   
126,711
     
1,862
     
1.47
%
Other time deposits
   
157,154
     
1,683
     
1.07
%
   
172,230
     
2,228
     
1.29
%
   
180,162
     
2,634
     
1.46
%
                                                                         
Total time and savings deposits
   
556,820
     
3,421
     
0.61
%
   
548,010
     
4,223
     
0.77
%
   
536,588
     
4,904
     
0.91
%
Federal funds purchased, repurchase
                                                                       
   agreements and other borrowings
   
31,182
     
35
     
0.11
%
   
29,917
     
55
     
0.18
%
   
50,196
     
106
     
0.21
%
Federal Home Loan Bank advances
   
25,000
     
1,224
     
4.90
%
   
30,574
     
1,496
     
4.89
%
   
35,000
     
1,705
     
4.87
%
                                                                         
Total interest-bearing liabilities
   
613,002
     
4,680
     
0.76
%
   
608,501
     
5,774
     
0.95
%
   
621,784
     
6,715
     
1.08
%
Demand deposits
   
180,538
                     
170,792
                     
147,069
                 
Other liabilities
   
3,143
                     
2,231
                     
1,674
                 
                                                                         
Total liabilities
   
796,683
                     
781,524
                     
770,527
                 
Stockholders' equity
   
84,695
                     
87,912
                     
83,322
                 
                                                                         
Total liabilities and stockholders' equity
 
 
$
881,378
                   
$
869,436
                   
$
853,849
                 
                                                                         
Net interest margin
         
$
25,871
     
3.23
%
         
$
27,219
     
3.40
%
         
$
29,688
     
3.81
%
                                                                       
* Computed on a fully taxable equivalent basis using a 34% rate.
                                                 

- 20 -

The following table summarizes changes in net interest income attributable to changes in the volume of interest-bearing assets and liabilities and changes in interest rates.

 
 
Table II
 
 
 
VOLUME AND RATE ANALYSIS*
 
 
 
(in thousands)
 
 
 
 
 
 
2013 vs. 2012
   
2012 vs. 2011
   
2011 vs. 2010
 
 
 
Increase (Decrease)
   
Increase (Decrease)
   
Increase (Decrease)
 
 
 
Due to Changes in:
   
Due to Changes in:
   
Due to Changes in:
 
 
 
 
 
 
Volume
   
Rate
   
Total
   
Volume
   
Rate
   
Total
   
Volume
   
Rate
   
Total
 
EARNING ASSETS:
 
   
   
   
   
   
   
   
   
 
Loans
 
$
(390
)
 
$
(2,406
)
 
$
(2,796
)
 
$
(3,918
)
 
$
(1,693
)
 
$
(5,611
)
 
$
(4,603
)
 
$
(363
)
 
$
(4,966
)
Investment securities
                                                                       
Taxable
   
(668
)
   
(23
)
   
(691
)
   
1,153
     
201
     
1,354
     
296
     
169
     
465
 
Tax-exempt
   
1,264
     
(254
)
   
1,010
     
1,347
     
(553
)
   
794
     
(132
)
   
(36
)
   
(168
)
Total investment securities
   
596
     
(277
)
   
319
     
2,500
     
(352
)
   
2,148
     
164
     
133
     
297
 
 
                                                                       
Federal funds sold
   
0
     
(1
)
   
(1
)
   
(18
)
   
(1
)
   
(19
)
   
(46
)
   
(8
)
   
(54
)
Other investments **
   
41
     
(5
)
   
36
     
105
     
(33
)
   
72
     
64
     
(27
)
   
37
 
Total earning assets
   
247
     
(2,689
)
   
(2,442
)
   
(1,331
)
   
(2,079
)
   
(3,410
)
   
(4,421
)
   
(265
)
   
(4,686
)
 
                                                                       
Interest-Bearing Liabilities
                                                                       
Interest-bearing transaction accounts
   
0
     
(1
)
   
(1
)
   
0
     
0
     
0
     
0
     
0
     
0
 
Money market deposit accounts
   
35
     
(123
)
   
(88
)
   
21
     
(51
)
   
(30
)
   
22
     
(29
)
   
(7
)
Savings accounts
   
9
     
0
     
9
     
5
     
(1
)
   
4
     
3
     
(1
)
   
2
 
Time deposits, $100,000 or more
   
(60
)
   
(117
)
   
(177
)
   
63
     
(312
)
   
(249
)
   
(814
)
   
29
     
(785
)
Other time deposits
   
(195
)
   
(350
)
   
(545
)
   
(116
)
   
(290
)
   
(406
)
   
462
     
(1,805
)
   
(1,343
)
Total time and savings deposits
   
(211
)
   
(591
)
   
(802
)
   
(27
)
   
(654
)
   
(681
)
   
(327
)
   
(1,806
)
   
(2,133
)
Federal funds purchased, repurchase
                                                                       
agreements and other borrowings
   
2
     
(22
)
   
(20
)
   
(43
)
   
(8
)
   
(51
)
   
(284
)
   
(155
)
   
(439
)
Federal Home Loan Bank advances
   
(273
)
   
1
     
(272
)
   
(216
)
   
7
     
(209
)
   
(636
)
   
(59
)
   
(695
)
Total interest-bearing liabilities
   
(482
)
   
(612
)
   
(1,094
)
   
(286
)
   
(655
)
   
(941
)
   
(1,247
)
   
(2,020
)
   
(3,267
)
 
                                                                       
Change in net interest income
 
$
729
   
$
(2,077
)
 
$
(1,348
)
 
$
(1,045
)
 
$
(1,424
)
 
$
(2,469
)
 
$
(3,174
)
 
$
1,755
   
$
(1,419
)
 
                                                                       
* Computed on a fully tax-equivalent basis using a 34% rate.
 
** Other investments include interest-bearing balances due from banks.
 

Interest Sensitivity
An important element of earnings performance and the maintenance of sufficient liquidity is proper management of the interest sensitivity gap. The interest sensitivity gap is the difference between interest sensitive assets and interest sensitive liabilities in a specific time interval. This gap can be managed by repricing assets or liabilities, which are variable rate instruments, by replacing an asset or liability at maturity or by adjusting the interest rate during the life of the asset or liability. Matching the amounts of assets and liabilities maturing in the same time interval helps to hedge interest rate risk and to minimize the impact of rising or falling interest rates on net interest income.

The Company determines the overall magnitude of interest sensitivity risk and then formulates policies governing asset generation and pricing, funding sources and pricing, and off-balance sheet commitments. These decisions are based on management's expectations regarding future interest rate movements, the state of the national and regional economy, and other financial and business risk factors. The Company uses computer simulations to measure the effect of various interest rate scenarios on net interest income. This modeling reflects interest rate changes and the related impact on net interest income and net income over specified time horizons.

Based on scheduled maturities only, the Company was liability sensitive at the one-year timeframe as of December 31, 2013. It should be noted, however, that non-maturing deposit liabilities, which consist of interest checking, money market and savings accounts, are less interest sensitive than other market driven deposits. On December 31, 2013 non-maturing deposit liabilities totaled $286.1 million, or 52.70%, of total interest-bearing deposits. In a rising rate environment these deposit rates have historically lagged behind the changes in earning asset rates, thus mitigating the impact from the liability-sensitive position. The asset/liability model allows the Company to reflect the fact that non-maturing deposits are less rate sensitive than other deposits by using a decay rate. The decay rate is a type of artificial maturity that simulates maturities for non-maturing deposits over the number of months that more closely reflects historic data. Using the decay rate, the model reveals that the Company is asset sensitive at the one-year timeframe as of December 31, 2013.

When the Company is liability sensitive, net interest income should decrease if interest rates rise since liabilities will reprice faster than assets. Conversely, if interest rates fall, net interest income should increase, depending on the optionality (prepayment speeds) of the assets. When the Company is asset sensitive, net interest income should rise if rates rise and should fall if rates fall.

- 21 -

The Company's interest rate sensitivity position is illustrated in the following table. The carrying amounts of assets and liabilities are presented in the periods they are expected to reprice or mature.

TABLE III
 
INTEREST SENSITIVITY ANALYSIS
 
 
As of December 31, 2013
 
Within
     
4-12
     
1-5
   
Over 5
   
Total
 
(in thousands)
 
3 Months
   
Months
   
Years
   
Years
 
 
 
                   
   
 
Uses of Funds
 
                   
   
 
Interest-bearing due from banks
 
$
18,045
   
$
0
   
$
0
   
$
0
   
$
18,045
 
Federal funds sold
   
1,478
     
0
     
0
     
0
     
1,478
 
Taxable investments
   
862
     
875
     
15,036
     
229,809
     
246,582
 
Tax-exempt investments
   
0
     
0
     
0
     
5,904
     
5,904
 
Total federal funds sold and investment securities
   
20,385
     
875
     
15,036
     
235,713
     
272,009
 
 
                                       
Loans
                                       
Commerical
 
$
3,912
   
$
11,889
   
$
7,221
   
$
7,680
   
$
30,702
 
Consumer
   
854
     
671
     
5,467
     
12,799
     
19,791
 
Real estate
   
43,505
     
49,469
     
224,678
     
113,819
     
431,471
 
Other
   
14,181
     
485
     
2,363
     
1,706
     
18,735
 
Total loans
   
62,452
     
62,514
     
239,729
     
136,004
     
500,699
 
Total earning assets
 
$
82,837
   
$
63,389
   
$
254,765
   
$
371,717
   
$
772,708
 
 
                                       
Sources of funds
                                       
Interest-bearing transaction accounts
 
$
12,973
   
$
0
   
$
0
   
$
0
   
$
12,973
 
Money market deposit accounts
   
206,711
     
0
     
0
     
0
     
206,711
 
Savings accounts
   
66,401
     
0
     
0
     
0
     
66,401
 
Time deposits $100,000 or more
   
25,625
     
46,583
     
42,567
     
0
     
114,775
 
Other time deposits
   
19,617
     
49,529
     
72,879
     
7
     
142,032
 
Federal funds purchased and other borrowings
   
0
     
0
     
0
     
0
     
0
 
Overnight repurchase agreements
   
31,175
     
0
     
0
     
0
     
31,175
 
Term repurchase agreements
   
411
     
0
     
0
     
0
     
411
 
FHLB advances
   
25,000
     
0
     
0
     
0
     
25,000
 
Total interest bearing liabilities
 
$
387,913
   
$
96,112
   
$
115,446
   
$
7
   
$
599,478
 
 
                                       
Rate sensitivity GAP
 
$
(305,076
)
 
$
(32,723
)
 
$
139,319
   
$
371,710
   
$
173,230
 
 
                                       
Cumulative GAP
 
$
(305,076
)
 
$
(337,799
)
 
$
(198,480
)
 
$
173,230
         


The most likely scenario represents the rate environment as management forecasts it to occur. Management uses a "static" test to measure the effects of changes in interest rates on net interest income. This test assumes that management takes no steps to adjust the balance sheet to respond to the shock by repricing assets/liabilities, as discussed in the first paragraph of this section.

- 22 -

Under the rate environment forecasted by management, rate shocks in 50 to 100 basis point increments are applied to estimate the impact on the Company's net interest income. The table below shows the estimated impact of changes in interest rates on net interest income as of December 31, 2013, assuming gradual and parallel changes in interest rates, and consistent levels of assets and liabilities. Net interest income for the following twelve months is projected to increase when interest rates are higher than current rates. Due to the current low interest rate environment, no measurement was considered necessary for a further decline in interest rates.

Estimated Changes in Net Interest Income
 
(dollars in thousands)
 
As of December 31, 2013
 
Changes in Net Interest Income
 
Changes in Interest Rates
Amount
   
Percent
 
Up 4.00%
 
$
556
     
2.09
%
Up 3.00%
 
$
406
     
1.53
%
Up 2.00%
 
$
307
     
1.15
%
Up 1.00%
 
$
214
     
0.81
%
Up 0.50%
 
$
131
     
0.49
%
No change
 
$
0
     
0.00
%

Management cannot predict future interest rates or their exact effect on net interest income. Computations of future effects of hypothetical interest rate changes are based on numerous assumptions and should not be relied upon as indicative of actual results. Certain limitations are inherent in such computations. Assets and liabilities may react differently than projected to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag changes in market interest rates. Interest rate shifts may not be parallel.

Changes in interest rates can cause substantial changes in the amount of prepayments of loans and mortgage-backed securities, which may in turn affect the Company's interest rate sensitivity position. Additionally, credit risk may rise if an interest rate increase adversely affects the ability of borrowers to service their debt.

Provision for Loan Losses
The provision for loan losses is a charge against earnings necessary to maintain the allowance for loan losses at a level consistent with management's evaluation of the loan portfolio.

The provision for loan losses was $1.3 million for the year ended December 31, 2013 as compared to $2.4 million for 2012. Loans that were charged off during 2013 totaled $2.7 million compared to $4.0 million in 2012. Recoveries amounted to $913 thousand in 2013 and $395 thousand in 2012. The Company's net loans charged off to year-end loans were 0.36% in 2013 as compared to 0.76% in 2012. The allowance for loan losses, as a percentage of year-end loans, was 1.36% in 2013 and 1.55% in 2012. Net loan charge-offs for 2013 were lower than in 2012 but remain slightly higher than charge-offs in years prior to the economic downturn. Management believes that net loan charge-offs will be lower in the immediate future than what has been experienced in the past several years and should be closer to normal levels unless the economy does not continue to improve.  Sequestration did have in 2013, and could have in 2014 and beyond, an impact on military and other defense spending and, in 2014 and beyond, could have a dramatic negative effect on the local economy. Possible future reductions in spending could cause higher unemployment, which would likely cause an increase in nonperforming assets as individuals struggle to make loan payments. Increased nonperforming assets would cause increased charge-offs and lower earnings due to larger contributions to the loan loss provision.

In 2013, management contributed $1.3 million to the allowance for loan losses through the provision, or $1.1 million less than the provision for the year ended December 31, 2012. This decision was based on management's evaluation of loan losses in the loan portfolio, which is discussed below. The provision for loan losses is an expense that is based on management's estimate of credit losses that are probable of being sustained in the loan portfolio. Management's evaluation included credit quality trends, collateral values, the findings of internal credit quality assessments and results from external regulatory examinations. These factors, as well as identified impaired loans, historical losses and current economic and business conditions, were used in developing estimated loss factors for determining the loan loss provision. Management's evaluation identified improvement in the credit quality of the Company's loan portfolio. This improvement supported the decrease in the provision for loan losses and the allowance for loan losses as a percent of total loans when comparing the year ended December 31, 2013 to 2012. Management believes that smaller contributions to the provision for loan losses, relative to the prior three years' contributions, will continue if current economic conditions remain stable or improve.
- 23 -


Noninterest Income
Noninterest income decreased $2.2 million or 14.61% for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The largest decreases were in income from bank-owned life insurance and realized gain (loss) on the sale of available-for-sale securities. Income from bank-owned life insurance was significantly impacted in 2012 by the receipt of $475 thousand in proceeds from the death benefit on an insured former officer, while no such proceeds were received in 2013. Also in 2012, the Company restructured a portion of its investment portfolio to improve the portfolio's cash flow and increase its yields.  Due to this restructuring, the Company posted income that included a net gain on sale of available-for-sale securities of $2.3 million for the year ended December 31, 2012.  During 2013, however, the Company sold available-for-sale securities in an effort to reduce the investment portfolio's susceptibility to interest rate risk, which resulted in a net loss on sale of available-for-sale securities of $26 thousand for the year ended December 31, 2013.

Most other areas of noninterest income increased for the year ended December 31, 2013 over the comparable period in 2012.  Noninterest income improved in the categories of income from fiduciary activities, other service charges, commissions and fees, and income from Old Point Mortgage, LLC, which is a joint venture of the Company. Income from fiduciary activities increased $339 thousand or 10.55% for the year ended December 31, 2013 as compared to the same period in 2012. Accounts managed by Trust are assessed fees based on the market value of the account's assets. Improvements in the equities markets led to higher asset values and thus higher fee income. In addition, Trust continues to open new accounts. Other service charges, commissions and fees grew $214 thousand or 6.39% for the year ended December 31, 2013 over the year ended December 31, 2012. The majority of the increase in other service charges, commissions and fees was due to increased revenues from debit cards and merchant processing services.  Income from Old Point Mortgage, LLC increased $139 thousand or 46.33% for the year ended December 31, 2013 as compared to the same period in 2012.

The Company continues to focus on diversifying noninterest income in response to declining interest income. Management anticipates that noninterest income will continue to increase as the Company continues its efforts in this area.

The portions of the Dodd-Frank Act that have been fully implemented have increased, and the Company expects the Dodd-Frank Act when fully implemented to further increase, government regulation of consumer financial products and services, including fees generated on consumer financial transactions. Although the impact of the Dodd-Frank Act and regulations promulgated thereunder is not yet fully known, the Company expects that this additional regulation of consumer financial products, services and transactions may materially impact the Company's ability to generate future noninterest income.

Noninterest Expenses
The Company's noninterest expense decreased $1.1 million or 3.15% for the year ended December 31, 2013 as compared to the year ended December 31, 2012.  Several categories of noninterest expense decreased, with the largest decreases seen in salaries and employee benefits, FDIC insurance and legal and audit expense.

Salaries and employee benefits decreased $1.2 million or 6.06% for the year ended December 31, 2013 as compared to the prior year.   In 2012, the Company made early retirement offers to eligible employees and initiated a reduction in work force program to eliminate positions that had become unnecessary due to improvements in technology and efficiencies. Both the early retirement offer and the reduction in work force program provided severance packages to employees, which increased salaries and employee benefits expense in 2012.  As of December 31, 2013 the Company had a full time equivalent (FTE) employee count of 290, which is 20 positions fewer than the FTE as of December 31, 2012.

FDIC insurance cost decreased $325 thousand or 31.13% when comparing the year ended December 31, 2013 to the year ended December 31, 2012.  Legal and audit expense decreased $186 thousand or 25.66% for the year ended December 31, 2013 when compared to the same period in 2012.  Reductions in expenses for FDIC insurance and legal and audit expense have occurred as the Company has worked successfully to reduce lower quality loans and sell nonperforming assets.

The only significant increase in noninterest expense was in the category loss on write-down/sale of other real estate owned, which increased $568 thousand or 73.10% when comparing the year ended December 31, 2013 to the year ended December 31, 2012. The increase in 2013 over the same period in 2012 in this expense category was mainly due to the write-down on a single piece of property during the last quarter of 2013. The value of this property declined sharply due to the foreclosure by other banks of similar property in the area.

- 24 -

In this current economic environment, management continues to be aware of the need to improve net income. During 2011, 2012 and 2013, management implemented several cost cutting measures. These cost cutting measures can be seen in the lower expenses for other outside service fees and postage expense. The early retirement offer and the reduction in work force program which occurred in 2012 eliminated positions and lowered salaries and employee benefits costs in 2013. The Company will continue to focus on improving operating efficiency and monitoring noninterest expenses.

Balance Sheet Review
At December 31, 2013, the Company had total assets of $864.3 million, a decrease of $43.2 million, or 4.76%, compared to assets as of December 31, 2012. Net loans increased $30.1 million or 6.48%, from $463.8 million at December 31, 2012 to $493.9 million at December 31, 2013. In 2013, loan demand increased, but until loan demand recovers significantly, the Company will likely continue to manage the interest margin by allowing higher cost funds, such as time deposits, to decrease. High-cost time deposits decreased $52.0 million or 16.84% between December 31, 2012 and December 31, 2013, while low-cost funds in the form of noninterest-bearing and savings deposits increased $23.6 million or 5.30% in the same time period.

The Company's holdings of Alternative A-paper, or "Alt-A", type mortgage loans such as adjustable rate and nontraditional type loans were inconsequential, amounting to less than 1.00% of the Company's loan portfolio as of December 31, 2013.

The Company does not have a formal program for subprime lending. The Company is, however, required by law to comply with the CRA, which imposes on financial institutions an affirmative and ongoing obligation to meet the credit needs of their local communities, including low- and moderate-income borrowers. In order to comply with the CRA and meet the credit needs of its local communities, the Company finds it necessary to make certain loans with subprime characteristics.

For the purposes of this discussion, a "subprime loan" is defined as a loan to a borrower having a credit score of 660 or below. The majority of the Company's subprime loans are to customers in the Company's local market area.

The following table details, as of December 31, 2013, the Company's loans with subprime characteristics that were secured by 1-4 family first mortgages, 1-4 family open-end and 1-4 family junior lien loans for which the Company has recorded a credit score in its system.

Loans Secured by 1 - 4 Family First Mortgages,
 
1 - 4 Family Open-end and 1 - 4 Family Junior Liens
 
As of December 31, 2013
 
(dollars in thousands)
 
 
 
   
 
 
 
Amount
   
Percent
 
Subprime
 
$
20,580
     
18.4
%
Non-subprime
   
91,267
     
81.6
%
 
 
$
111,847
     
100.0
%
 
               
Total loans
 
$
500,699
         
Percentage of Real Estate-Secured Subprime Loans to Total Loans
         
   
4.11
%

In addition to the subprime loans secured by real estate discussed above, as of December 31, 2013, the Company had an additional $1.5 million in subprime consumer loans that were either unsecured or secured by collateral other than real estate. Together with the subprime loans secured by real estate, the Company's total subprime loans as of December 31, 2013 were $22.1 million, amounting to 4.41% of the Company's total loans at December 31, 2013.

Additionally, the Company has no investments secured by "Alt-A" type mortgage loans such as adjustable rate and nontraditional type mortgages or subprime loans.

- 25 -

Investment Portfolio
When comparing December 31, 2013 to December 31, 2012, securities available-for-sale decreased $173.8 million and securities held-to-maturity increased $96.3 million. During May and June of 2013, the 10-year Treasury rate increased approximately 100 basis points, following statements from the Federal Reserve that it was likely to begin slowing the pace of bond purchases under its quantitative easing program later in 2013. In the third quarter of 2013, however, Treasury rates began to decline again as the Federal Reserve exhibited signs of delaying plans to reduce purchases under its quantitative easing program, though long-term rates for the last six months of 2013 remained elevated when compared to historical rates over the last two years.  Increases in Treasury rates led to declines in the market value of the Company's available-for-sale securities portfolio in 2013.  In the second quarter of 2013, management sold approximately $40.0 million of available-for-sale securities and purchased $10.8 million of shorter term tax-exempt municipal securities which were placed in the held-to-maturity portfolio, in order to reduce the available-for-sale securities portfolio's susceptibility to interest rate risk. To the same end, in the third quarter of 2013, management transferred securities with a book value of $74.2 million and a market value of $68.0 million from available-for-sale to held-to-maturity. Substantially all securities purchased in the third and fourth quarters of 2013 were placed in the held-to-maturity portfolio.  A portion of the proceeds from the sale of securities funded net loan growth that occurred during the second half of 2013. The Company's goal is to provide maximum return on the investment portfolio within the framework of its asset/liability objectives. The objectives include managing interest sensitivity, liquidity and pledging requirements.

The following table sets forth a summary of the investment portfolio:

TABLE IV
 
INVESTMENT PORTFOLIO
 
 
 
   
   
 
As of December 31, 
 
2013
   
2012
   
2011
 
 
 
(in thousands)
 
Available-for-sale securities, at fair value:
 
   
   
 
U.S. Treasury securities
 
$
0
   
$
0
   
$
250
 
Obligations of U.S. Government agencies
   
15,024
     
37,088
     
119,554
 
Obligations of state and political subdivisions
   
47,100
     
43,774
     
12,261
 
Mortgage-backed securities
   
90,750
     
247,355
     
103,228
 
Money market investments
   
691
     
541
     
1,306
 
Corporate bonds
   
2,074
     
698
     
0
 
 
 
$
155,639
   
$
329,456
   
$
236,599
 
Held-to-maturity securities, at cost:
                       
Obligations of U.S. Government agencies
 
$
400
   
$
570
   
$
1,370
 
Obligations of state and political subdivisions
   
30,120
     
0
     
145
 
Mortgage-backed securities
   
66,327
     
0
     
0
 
 
 
$
96,847
   
$
570
   
$
1,515
 
Restricted securities:
                       
Federal Home Loan Bank stock
 
$
2,209
   
$
2,393
   
$
3,282
 
Federal Reserve Bank stock
   
169
     
169
     
169
 
 
 
$
2,378
   
$
2,562
   
$
3,451
 
 
                       
Total
 
$
254,864
   
$
332,588
   
$
241,565
 
 
                       
- 26 -

The following table summarizes the contractual maturity of the investment portfolio and their weighted average yields as of December 31, 2013:

 
 
1 year
     
1-5
     
5-10
   
Over 10
   
 
 
 
or less
   
years
   
years
   
years
   
Total
 
 
 
(dollars in thousands)
 
Obligations of U.S. Government Agencies
 
$
300
   
$
10,721
   
$
0
   
$
4,403
   
$
15,424
 
Weighted average yield
   
0.88
%
   
2.06
%
   
0.00
%
   
1.82
%
   
1.97
%
 
                                       
Obligations of state and political subdivisions
 
$
171
   
$
1,734
   
$
25,549
   
$
49,766
   
$
77,220
 
Weighted average yield
   
4.75
%
   
1.84
%
   
1.95
%
   
2.51
%
   
2.31
%
 
                                       
Mortgage-backed securities
 
$
0
   
$
0
   
$
0
   
$
157,077
   
$
157,077
 
Weighted average yield
   
0.00
%
   
0.00
%
   
0.00
%
   
2.72
%
   
2.72
%
 
                                       
Money market investments
 
$
691
   
$
0
   
$
0
   
$
0
   
$
691
 
Weighted average yield
   
0.01
%
   
0.00
%
   
0.00
%
   
0.00
%
   
0.01
%
 
                                       
Corporate bonds
 
$
0
   
$
2,074
   
$
0
   
$
0
   
$
2,074
 
Weighted average yield
   
0.00
%
   
1.33
%
   
0.00
%
   
0.00
%
   
1.33
%
 
                                       
Federal Home Loan Bank stock - restricted
 
$
0
   
$
0
   
$
0
   
$
2,209
   
$
2,209
 
Weighted average yield
   
0.00
%
   
0.00
%
   
0.00
%
   
2.57
%
   
2.57
%
 
                                       
Federal Reserve Bank stock - restricted
 
$
0
   
$
0
   
$
0
   
$
169
   
$
169
 
Weighted average yield
   
0.00
%
   
0.00
%
   
0.00
%
   
6.00
%
   
6.00
%
 
                                       
Total securities
 
$
1,162
   
$
14,529
   
$
25,549
   
$
213,624
   
$
254,864
 
Weighted average yield
   
0.92
%
   
1.93
%
   
1.95
%
   
2.62
%
   
2.51
%

The table above is based on maturity. Therefore, it does not reflect cash flow from principal payments or prepayments prior to maturity. The weighted average life of the $157.1 million in mortgage-backed securities as of December 31, 2013 was 7.28 years. Yields are calculated on a fully tax-equivalent basis using a 34% rate.

Loan Portfolio
The following table shows a breakdown of total loans by segment at December 31 for years 2009 through 2013:

TABLE V
 
LOAN PORTFOLIO
 
 
   
   
   
   
 
As of December 31, 
2013
   
2012
   
2011
   
2010
   
2009
 
 
(in thousands)
 
Commercial
 
$
30,702
   
$
25,341
   
$
35,015
   
$
36,053
   
$
60,353
 
Real estate-construction
   
14,505
     
12,005
     
19,981
     
19,206
     
30,696
 
Real estate-mortgage
   
416,966
     
398,522
     
415,960
     
489,190
     
506,196
 
Consumer
   
19,791
     
13,146
     
17,041
     
24,389
     
33,371
 
Other
   
18,735