form10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q

(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
  For the quarterly period ended March 31, 2011  
 
or
 
o 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)
 
(I.R.S. 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)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes    o 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). o Yes    oNo

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 o
Accelerated filer o
 
       
 
Non-accelerated filer o
(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 Exchange Act). oYes   x No

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

4,955,259 shares of common stock ($5.00 par value) outstanding as of April 30, 2011
 


 
 

 
 
OLD POINT FINANCIAL CORPORATION

FORM 10-Q

INDEX

PART I - FINANCIAL INFORMATION

     
Page
       
Item 1
 
1
       
   
1
       
   
2
       
   
3
       
   
4
       
   
5
       
Item 2.
 
23
       
Item 3.
 
31
       
Item 4.
 
32
       
PART II - OTHER INFORMATION
       
Item 1.
 
33
       
Item 1A.
 
33
       
Item 2.
 
33
       
Item 3.
 
33
       
Item 4.
 
33
       
Item 5.
 
33
       
Item 6.
 
34
 
 
(i)


PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements.

Old Point Financial Corporation and Subsidiaries
Consolidated Balance Sheets
   
March 31,
   
December 31,
 
   
2011
   
2010
 
   
(unaudited)
       
Assets
           
             
Cash and due from banks
  $ 13,377,085     $ 15,603,331  
Federal funds sold
    20,511,724       12,827,818  
Cash and cash equivalents
    33,888,809       28,431,149  
Securities available-for-sale, at fair value
    195,509,022       206,091,712  
Securities held-to-maturity (fair value approximates $2,450,506 and $1,956,720)
    2,452,000       1,952,000  
Restricted securities
    4,319,600       4,319,600  
Loans, net of allowance for loan losses of $10,284,063 and $13,227,791
    554,028,929       573,390,522  
Premises and equipment, net
    29,545,481       29,615,688  
Bank owned life insurance
    18,221,447       18,019,727  
Foreclosed assets, net of valuation allowance of $1,786,500 and $2,123,930
    11,163,890       11,447,794  
Other assets
    13,115,041       13,573,303  
    $ 862,244,219     $ 886,841,495  
                 
Liabilities & Stockholders' Equity
               
                 
Deposits:
               
Noninterest-bearing deposits
  $ 139,665,267     $ 129,207,887  
Savings deposits
    228,429,065       225,209,590  
Time deposits
    317,555,690       324,796,068  
Total deposits
    685,650,022       679,213,545  
Federal funds purchased and other borrowings
    713,913       731,332  
Overnight repurchase agreements
    37,420,811       50,757,247  
Term repurchase agreements
    20,699,546       38,959,359  
Federal Home Loan Bank advances
    35,000,000       35,000,000  
Accrued expenses and other liabilities
    1,338,611       1,228,363  
Total liabilities
    780,822,903       805,889,846  
                 
Commitments and contingencies
               
                 
Stockholders' equity:
               
Common stock, $5 par value, 10,000,000 shares authorized; 4,953,384 and 4,936,989 shares issued and outstanding
    24,766,920       24,684,945  
Additional paid-in capital
    16,183,359       16,026,062  
Retained earnings
    42,907,612       42,809,769  
Accumulated other comprehensive loss, net
    (2,436,575 )     (2,569,127 )
Total stockholders' equity
    81,421,316       80,951,649  
Total liabilities and stockholders' equity
  $ 862,244,219     $ 886,841,495  

See Notes to Consolidated Financial Statements.

 
- 1 -

 
Old Point Financial Corporation and Subsidiaries
Consolidated Statements of Operations
   
Three Months Ended
 
   
March 31,
 
   
2011
   
2010
 
   
(unaudited)
 
Interest and Dividend Income:
           
Interest and fees on loans
  $ 8,402,407     $ 9,486,216  
Interest on federal funds sold
    8,245       20,346  
Interest on securities:
               
Taxable
    902,718       804,256  
Tax-exempt
    39,334       93,883  
Dividends and interest on all other securities
    12,211       10,786  
Total interest and dividend income
    9,364,915       10,415,487  
                 
Interest Expense:
               
Interest on savings deposits
    105,187       94,979  
Interest on time deposits
    1,265,965       1,860,927  
Interest on federal funds purchased, securities sold under agreements to repurchase and other borrowings
    53,112       178,325  
Interest on Federal Home Loan Bank advances
    420,375       829,625  
Total interest expense
    1,844,639       2,963,856  
Net interest income
    7,520,276       7,451,631  
Provision for loan losses
    1,800,000       4,700,000  
Net interest income, after provision for loan losses
    5,720,276       2,751,631  
                 
Noninterest Income:
               
Income from fiduciary activities
    770,972       820,885  
Service charges on deposit accounts
    1,011,578       1,314,677  
Other service charges, commissions and fees
    737,844       690,817  
Income from bank owned life insurance
    201,720       388,845  
Gain on sale of available-for-sale securities, net
    0       76  
Other operating income
    83,128       82,548  
Total noninterest income
    2,805,242       3,297,848  
                 
Noninterest Expense:
               
Salaries and employee benefits
    4,629,803       4,531,082  
Occupancy and equipment
    1,085,506       1,099,383  
FDIC insurance
    405,182       329,276  
Data processing
    327,603       296,655  
Customer development
    221,636       222,299  
Advertising
    144,159       175,985  
Loan expenses
    187,647       122,290  
Other outside service fees
    143,716       91,847  
Employee professional development
    133,311       142,900  
Postage and courier expense
    123,305       135,621  
Legal and audit expenses
    143,399       105,131  
Loss (gain) on write-down/sale of foreclosed assets
    188,955       (46,260 )
Other operating expenses
    432,847       528,404  
Total noninterest expense
    8,167,069       7,734,613  
Income (loss) before income taxes
    358,449       (1,685,134 )
Income tax expense (benefit)
    13,756       (739,507 )
Net income (loss)
  $ 344,693     $ (945,627 )
                 
Basic Earnings (Loss) per Share:
               
Average shares outstanding
    4,937,353       4,920,108  
Net income (loss) per share of common stock
  $ 0.07     $ (0.19 )
                 
Diluted Earnings (Loss) per Share:
               
Average shares outstanding
    4,937,353       4,933,582  
Net income (loss) per share of common stock
  $ 0.07     $ (0.19 )

See Notes to Consolidated Financial Statements.
 
 
- 2 -


Old Point Financial Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
                           
Accumulated
       
   
Shares of
         
Additional
         
Other
       
   
Common
   
Common
   
Paid-in
   
Retained
   
Comprehensive
       
   
Stock
   
Stock
   
Capital
   
Earnings
   
Loss
   
Total
 
   
(unaudited)
 
FOR THE THREE MONTHS ENDED MARCH 31, 2011
                                   
                                     
Balance at beginning of period
    4,936,989     $ 24,684,945     $ 16,026,062     $ 42,809,769     $ (2,569,127 )   $ 80,951,649  
Comprehensive income:
                                               
Net income
    0       0       0       344,693       0       344,693  
Unrealized holding gains arising during the period (net of tax, $68,284, and reclassification adjustment)
    0       0       0       0       132,552       132,552  
Total comprehensive income
    0       0       0       344,693       132,552       477,245  
Exercise of stock options
    16,395       81,975       129,630       0       0       211,605  
Stock compensation expense
    0       0       27,667       0       0       27,667  
Cash dividends ($0.05 per share)
    0       0       0       (246,850 )     0       (246,850 )
                                                 
Balance at end of period
    4,953,384     $ 24,766,920     $ 16,183,359     $ 42,907,612     $ (2,436,575 )   $ 81,421,316  
                                                 
FOR THE THREE MONTHS ENDED MARCH 31, 2010
                                               
                                                 
Balance at beginning of period
    4,916,535     $ 24,582,675     $ 15,768,840     $ 42,518,889     $ (1,261,951 )   $ 81,608,453  
Comprehensive loss:
                                               
Net loss
    0       0       0       (945,627 )     0       (945,627 )
Unrealized holding gains arising during the period (net of tax, $103,538, and reclassification adjustment)
    0       0       0       0       200,985       200,985  
Total comprehensive loss
    0       0       0       (945,627 )     200,985       (744,642 )
Tax benefit from disqualification of stock options
    0       0       10,503       0       0       10,503  
Exercise of stock options
    9,375       46,875       56,725       0       0       103,600  
Stock compensation expense
    0       0       28,436       0       0       28,436  
Cash dividends ($0.10 per share)
    0       0       0       (492,215 )     0       (492,215 )
                                                 
Balance at end of period
    4,925,910     $ 24,629,550     $ 15,864,504     $ 41,081,047     $ (1,060,966 )   $ 80,514,135  

See Notes to Consolidated Financial Statements.
 
 
- 3 -

 
Old Point Financial Corporation and Subsidiaries
Consolidated Statements of Cash Flows
   
Three Months Ended
 
   
March 31,
 
   
2011
   
2010
 
   
(unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income (loss)
  $ 344,693     $ (945,627 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
Depreciation and amortization
    463,560       500,371  
Provision for loan losses
    1,800,000       4,700,000  
Net gain on sale of available-for-sale securities
    0       (76 )
Net amortization of securities
    47,419       4,625  
Net loss on disposal of premises and equipment
    0       207  
Net (gain) loss on write-down/sale of foreclosed assets
    188,955       (46,260 )
Income from bank owned life insurance
    (201,720 )     (388,845 )
Stock compensation expense
    27,667       28,436  
Deferred tax (benefit) expense
    (371 )     14,025  
(Increase) decrease in other assets
    155,684       (551,533 )
Increase in other liabilities
    110,248       157,567  
Net cash provided by operating activities
    2,936,135       3,472,890  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Purchases of available-for-sale securities
    (11,167,549 )     (58,478,191 )
Purchases of held-to-maturity securities
    (800,000 )     (1,200,000 )
Proceeds from maturities and calls of securities
    20,583,655       37,273,195  
Proceeds from sales of available-for-sale securities
    1,620,000       6,687,000  
Decrease in loans made to customers
    17,561,593       1,914,333  
Proceeds from sales of foreclosed assets
    329,615       536,260  
Purchases of premises and equipment
    (393,353 )     (375,837 )
Net cash provided by (used in) investing activities
    27,733,961       (13,643,240 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Increase in noninterest-bearing deposits
    10,457,380       11,251,551  
Increase in savings deposits
    3,219,475       1,105,082  
Increase (decrease) in time deposits
    (7,240,378 )     11,617,665  
Increase (decrease) in federal funds purchased, repurchase agreements and other borrowings
    (31,613,668 )     7,404,118  
Proceeds from exercise of stock options
    211,605       103,600  
Tax benefit from disqualification of stock options
    0       10,503  
Cash dividends paid on common stock
    (246,850 )     (492,215 )
Net cash provided by (used in) financing activities
    (25,212,436 )     31,000,304  
                 
Net increase in cash and cash equivalents
    5,457,660       20,829,954  
Cash and cash equivalents at beginning of period
    28,431,149       47,635,998  
Cash and cash equivalents at end of period
  $ 33,888,809     $ 68,465,952  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
               
Cash payments for:
               
Interest
  $ 1,947,945     $ 3,030,651  
                 
SUPPLEMENTAL SCHEDULE OF NONCASH TRANSACTIONS
               
Unrealized gain on investment securities
  $ 200,836     $ 304,523  
Loans transferred to foreclosed assets
  $ 1,244,210     $ 437,000  
 
See Notes to Consolidated Financial Statements.
 
 
- 4 -

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1.  General
The accompanying unaudited consolidated financial statements of Old Point Financial Corporation (the Company) and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information.  All significant intercompany balances and transactions have been eliminated.  In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications of a normal and recurring nature considered necessary to present fairly the financial positions at March 31, 2011 and December 31, 2010, and the results of operations, statement of cash flows and changes in stockholders’ equity for the three months ended March 31, 2011 and 2010. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year.

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2010 annual report on Form 10-K. Certain previously reported amounts have been reclassified to conform to current period presentation.

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). The information available on the Company’s Internet website is not part of this Form 10-Q 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.
 
Note 2.  Securities
Amortized costs and fair values of securities held-to-maturity are as follows:
 
         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
   
Cost
   
Gains
   
Losses
   
Value
 
   
(in thousands)
 
March 31, 2011
                       
Obligations of  U.S. Government agencies
  $ 2,170     $ 4     $ (11 )   $ 2,163  
Obligations of state and political subdivisions
    282       6       0       288  
Total
  $ 2,452     $ 10     $ (11 )   $ 2,451  
                                 
December 31, 2010
                               
Obligations of  U.S. Government agencies
  $ 1,670     $ 4     $ (7 )   $ 1,667  
Obligations of state and political subdivisions
    282       8       0       290  
Total
  $ 1,952     $ 12     $ (7 )   $ 1,957  
 
 
- 5 -


Amortized costs and fair values of securities available-for-sale are as follows:

         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
   
Cost
   
Gains
   
Losses
   
Value
 
   
(in thousands)
 
March 31, 2011
                       
U.S. Treasury securities
  $ 600     $ 0     $ 0     $ 600  
Obligations of  U.S. Government agencies
    191,554       377       (1,662 )     190,269  
Obligations of state and political subdivisions
    2,909       76       0       2,985  
Mortgage-backed securities
    284       6       0       290  
Money market investments
    1,365       0       0       1,365  
Total
  $ 196,712     $ 459     $ (1,662 )   $ 195,509  
                                 
December 31, 2010
                               
U.S. Treasury securities
  $ 600     $ 0     $ 0     $ 600  
Obligations of  U.S. Government agencies
    201,601       513       (1,993 )     200,121  
Obligations of state and political subdivisions
    3,103       69       0       3,172  
Mortgage-backed securities
    374       8       0       382  
Money market investments
    1,817       0       0       1,817  
Total
  $ 207,495     $ 590     $ (1,993 )   $ 206,092  
 
TEMPORARILY IMPAIRED SECURITIES
The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.

   
March 31, 2011
 
   
Less Than Twelve Months
   
More Than Twelve Months
   
Total
 
   
Gross
         
Gross
         
Gross
       
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
 
   
Losses
   
Value
   
Losses
   
Value
   
Losses
   
Value
 
   
(in thousands)
 
Securities Available-for-Sale
                                   
Obligations of U.S. Government agencies
  $ 1,662     $ 143,664     $ 0     $ 0     $ 1,662     $ 143,664  
                                                 
Securities Held-to-Maturity
                                               
Obligations of U.S. Government agencies
  $ 11     $ 1,558     $ 0     $ 0     $ 11     $ 1,558  
                                                 
Total
  $ 1,673     $ 145,222     $ 0     $ 0     $ 1,673     $ 145,222  
 
 
- 6 -

 
   
December 31, 2010
 
 
   
Less Than Twelve Months
   
More Than Twelve Months
   
Total
 
   
Gross
         
Gross
         
Gross
       
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
 
   
Losses
   
Value
   
Losses
   
Value
   
Losses
   
Value
 
   
(in thousands)
 
Securities Available-for-Sale
                                   
Obligations of U. S. Government agencies
  $ 1,993     $ 128,362     $ 0     $ 0     $ 1,993     $ 128,362  
                                                 
Securities Held-to-Maturity
                                               
Obligations of U. S. Government agencies
  $ 7     $ 762     $ 0     $ 0     $ 7     $ 762  
                                                 
Total
  $ 2,000     $ 129,124     $ 0     $ 0     $ 2,000     $ 129,124  
 
Obligations of U.S. Government agencies
The U.S. Government agencies portfolio had nineteen and fifteen investments with unrealized losses at March 31, 2011 and December 31, 2010, respectively. These unrealized losses were caused by increases in market interest rates. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. Because the Company does not intend to sell the investments, and management believes it is unlikely that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be at maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2011 or December 31, 2010.

OTHER-THAN-TEMPORARILY IMPAIRED SECURITIES
Management assesses whether the Company intends to sell or it is more-likely-than-not that the Company will be required to sell a security before recovery of its amortized cost basis less any current-period credit losses. For debt securities that are considered other-than-temporarily impaired and that the Company does not intend to sell and will not be required to sell prior to recovery of the amortized cost basis, the Company separates the amount of the impairment into the amount that is credit related (credit loss component) and the amount due to all other factors. The credit loss component is recognized in earnings and is the difference between the security’s amortized cost basis and the present value of its expected future cash flows. The remaining difference between the security’s fair value and the present value of future expected cash flows is due to factors that are not credit related and is recognized in other comprehensive income.

The present value of expected future cash flows is determined using the best-estimate cash flows discounted at the effective interest rate implicit to the security at the date of purchase or the current yield to accrete an asset-backed or floating rate security. The methodology and assumptions for establishing the best-estimate cash flows vary depending on the type of security. The asset-backed securities cash flow estimates are based on bond specific facts and circumstances that may include collateral characteristics, expectations of delinquency and default rates, loss severity and prepayment speeds, and structural support, including subordination and guarantees. The corporate bond cash flow estimates are derived from scenario-based outcomes of expected corporate restructurings or the disposition of assets using bond specific facts and circumstances including timing, security interests, and loss severity.

The Company has a process in place to identify debt securities that could potentially have a credit impairment that is other than temporary. This process involves monitoring late payments, pricing levels, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts, and cash flow projections as indicators of credit issues. On a quarterly basis, management reviews all securities to determine whether an other-than-temporary decline in value exists and whether losses should be recognized. Management considers relevant facts and circumstances in evaluating whether a credit or interest rate-related impairment of a security is other-than-temporary. Relevant facts and circumstances considered include: (a) the extent and length of time the fair value has been below cost; (b) the reasons for the decline in value; (c) the financial position and access to capital of the issuer, including the current and future impact of any specific events and (d) for fixed maturity securities, the Company’s intent to sell a security or whether it is more-likely-than-not the Company will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity and for equity securities, the Company’s ability and intent to hold the security for a period of time that allows for the recovery in value.

 
- 7 -

 
The Company has not recorded impairment charges on securities for the quarter ended March 31, 2011 or the year ended December 31, 2010.

The 2011 and 2010 unrealized losses relate to obligations of U.S. Government agencies. In analyzing an issuer's financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts' reports.  The unrealized losses are a result of changes in market interest rates and not credit issues.  Since the Company has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available-for-sale, no declines are deemed to be other than temporary.

The restricted securities category on the balance sheets is comprised of Federal Home Loan Bank of Atlanta (FHLB) and Federal Reserve Bank (FRB) stock. These stocks are classified as restricted securities because their ownership is restricted to certain types of entities and the securities lack a market.  Therefore, FHLB and FRB stock is carried at cost and evaluated for impairment.  When evaluating these stocks for impairment, their value is determined based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. Restricted stock is viewed as a long-term investment and management believes that the Company has the ability and the intent to hold this stock until its value is recovered.

The Company evaluated the positive and negative factors of FHLB stock for impairment and determined the stock not to be impaired at March 31, 2011 or December 31, 2010.  This analysis is based on the following information. The FHLB reported net income of approximately $278 million for 2010, and paid a quarterly dividend for all four quarters of 2010. The FHLB reported net income of approximately $51 million for the first quarter of 2011.  At the time these financial statements were finalized, the FHLB had not yet announced its dividend for the first quarter of 2011.

Note 3.  Loans and the Allowance for Loan Losses
The following is a summary of the balances in each segment of the Company’s loan portfolio:
 
   
March 31,
   
December 31,
 
   
2011
   
2010
 
   
(in thousands)
 
Mortgage loans on real estate:
           
Residential 1-4 family
  $ 85,843     $ 89,690  
Commercial
    330,352       344,347  
Construction
    21,118       19,206  
Second mortgages
    15,513       16,105  
Equity lines of credit
    38,265       39,048  
Total mortgage loans on real estate
    491,091       508,396  
Commercial loans
    35,642       36,053  
Consumer loans
    21,747       24,389  
Other
    15,833       17,781  
Total loans
    564,313       586,619  
Less: Allowance for loan losses
    (10,284 )     (13,228 )
Loans, net of allowance and deferred fees
  $ 554,029     $ 573,391  
 
Overdrawn deposit accounts are reclassified as loans and included in the Other category in the table above.  Overdrawn deposit accounts totaled $528 thousand and $607 thousand at March 31, 2011 and December 31, 2010, respectively.
 
 
- 8 -


CREDIT QUALITY INFORMATION
The Company uses internally-assigned risk grades to estimate the capability of borrowers to repay the contractual obligations of their loan agreements as scheduled or at all. The Company’s internal risk grade system is based on experiences with similarly graded loans. Credit risk grades are updated at least quarterly as additional information becomes available, at which time management analyzes the resulting scores to track loan performance.

The Company’s internally assigned risk grades are as follows:
 
·
Pass: Loans are of acceptable risk
 
·
Other Assets Especially Mentioned (OAEM): Loans have potential weaknesses that deserve management’s close attention.
 
·
Substandard: Loans reflect significant deficiencies due to several adverse trends of a financial, economic, or managerial nature.
 
·
Doubtful: Loans have all the weaknesses inherent in a substandard loan with added characteristics that make collection or liquidation in full based on currently existing facts, conditions and values highly questionable or improbable.
 
·
Loss: Loans have been charged off because they are considered uncollectible and of such little value that their continuance as bankable assets is not warranted.

The following table presents credit quality exposures by internally assigned risk ratings:
 
Credit Quality Information
 
As of March 31, 2011
 
(in thousands)
 
   
Pass
   
OAEM
   
Substandard
   
Doubtful
   
Total
 
Mortgage loans on real estate:
                             
Residential 1-4 family
  $ 71,669     $ 5,783     $ 8,391     $ 0     $ 85,843  
Commercial
    283,578       12,951       33,823       0       330,352  
Construction
    18,944       1,561       613       0       21,118  
Second mortgages
    14,662       0       851       0       15,513  
Equity lines of credit
    35,985       1,564       716       0       38,265  
Total mortgage loans on real estate
    424,838       21,859       44,394       0       491,091  
Commercial loans
    33,806       1,386       450       0       35,642  
Consumer loans
    21,557       1       189       0       21,747  
Other
    15,833       0       0       0       15,833  
Total
  $ 496,034     $ 23,246     $ 45,033     $ 0     $ 564,313  
 
Credit Quality Information
 
As of December 31, 2010
 
(in thousands)
 
   
Pass
   
OAEM
   
Substandard
   
Doubtful
   
Total
 
Mortgage loans on real estate:
                             
Residential 1-4 family
  $ 75,803     $ 2,383     $ 11,504     $ 0     $ 89,690  
Commercial
    287,551       23,969       30,000       2,827       344,347  
Construction
    18,052       0       1,154       0       19,206  
Second mortgages
    15,010       0       1,095       0       16,105  
Equity lines of credit
    37,206       1,109       733       0       39,048  
Total mortgage loans on real estate
    433,622       27,461       44,486       2,827       508,396  
Commercial loans
    33,275       2,179       599       0       36,053  
Consumer loans
    23,981       1       407       0       24,389  
Other
    17,693       87       1       0       17,781  
Total
  $ 508,571     $ 29,728     $ 45,493     $ 2,827     $ 586,619  
  
As of March 31, 2011 and December 31, 2010 the Company did not have any loans internally classified as Loss.

AGE ANALYSIS OF PAST DUE LOANS BY CLASS
All classes of loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Interest and fees continue to accrue on past due loans until the date the loan is placed in nonaccrual status, if applicable. The following table includes an aging analysis of the recorded investment of past due loans.  Also included in the table below are loans that are 90 days or more past due as to interest and principal and still accruing interest, either because they are (1) well-secured and in the process of collection or (2) real estate loans or loans exempt under regulatory rules from being classified as nonaccrual. Loans in nonaccrual status that are also past due are included in the aging categories in the table below.
 
 
- 9 -

 
Age Analysis of Past Due Loans at March 31, 2011
   
30 - 59 Days Past Due
   
60 - 89 Days Past Due
   
90 or More Days Past Due
   
Total Past Due
   
Total Current Loans (1)
   
Total
Loans
   
Recorded Investment > 90 Days Past Due and Accruing
 
   
(in thousands)
 
Mortgage loans on real estate:
                                         
Residential 1-4 family
  $ 1,117     $ 361     $ 885     $ 2,363     $ 83,480     $ 85,843     $ 117  
Commercial
    982       5,828       7,673       14,483       315,869       330,352       0  
Construction
    0       0       0       0       21,118       21,118       0  
Second mortgages
    628       74       127       829       14,684       15,513       0  
Equity lines of credit
    940       0       0       940       37,325       38,265       0  
Total mortgage loans on real estate
    3,667       6,263       8,685       18,615       472,476       491,091       117  
Commercial loans
    255       0       0       255       35,387       35,642       0  
Consumer loans
    145       75       9       229       21,518       21,747       9  
Other
    33       0       3       36       15,797       15,833       3  
Total
  $ 4,100     $ 6,338     $ 8,697     $ 19,135     $ 545,178     $ 564,313     $ 129  
 
Age Analysis of Past Due Loans at December 31, 2010
   
30 - 59 Days Past Due
   
60 - 89 Days Past Due
   
90 or More Days Past Due
   
Total Past Due
   
Total Current Loans (1)
   
Total
Loans
   
Recorded Investment > 90 Days Past Due and Accruing
 
   
(in thousands)
 
Mortgage loans on real estate:
                                         
Residential 1-4 family
  $ 1,550     $ 85     $ 1,641     $ 3,276     $ 86,414     $ 89,690     $ 0  
Commercial
    240       617       10,555       11,412       332,935       344,347       0  
Construction
    0       0       16       16       19,190       19,206       16  
Second mortgages
    475       0       187       662       15,443       16,105       33  
Equity lines of credit
    597       0       22       619       38,429       39,048       0  
Total mortgage loans on real estate
    2,862       702       12,421       15,985       492,411       508,396       49  
Commercial loans
    78       11       0       89       35,964       36,053       0  
Consumer loans
    297       49       69       415       23,974       24,389       23  
Other
    79       0       1       80       17,701       17,781       1  
Total
  $ 3,316     $ 762     $ 12,491     $ 16,569     $ 570,050     $ 586,619     $ 73  
 
(1) For purposes of this table, Total Current Loans includes loans that are 1 - 29 days past due.

NONACCRUAL LOANS
The Company generally places non-consumer loans in nonaccrual status when the full and timely collection of interest or principal becomes uncertain, part of the principal balance has been charged off and no restructuring has occurred or the loan reaches 90 days past due. Under regulatory rules, consumer loans, which are loans to individuals for household, family and other personal expenditures, and loans secured by 1-4 family residential properties are not required to be placed in nonaccrual status. Although consumer loans and loans secured by 1-4 family residential property are not required to be placed in nonaccrual, the Company may place a consumer loan or loan secured by 1-4 family residential property in nonaccrual status, if necessary to avoid a material overstatement of interest income.
 
 
- 10 -


 
Generally, consumer loans not secured by real estate or other collateral are placed in nonaccrual status only when part of the principal has been charged off.  These loans are charged off or written down to the net realizable value of the collateral when deemed uncollectible, due to bankruptcy or other factors, or when they reach 90 days past due based on loan product, industry practice, terms and other factors.

When management places a loan in nonaccrual status, the accrued unpaid interest receivable is reversed against interest income and the loan is accounted for by the cash or cost recovery method, until it qualifies for return to accrual status.  Generally, management returns a loan to accrual status if (a) all delinquent interest and principal become current under the terms of the loan agreement or (b) the loan is both well-secured and in the process of collection and collectability is no longer doubtful.

The following table presents loans in nonaccrual status by class of loan:
 
Nonaccrual Loans by Class
 
(in thousands)
 
   
March 31, 2011
   
December 31, 2010
 
             
Mortgage loans on real estate:
           
Residential 1-4 family
  $ 5,320     $ 6,302  
Commercial
    15,681       13,281  
Construction
    0       37  
Second mortgages
    499       540  
Equity lines of credit
    404       427  
Total mortgage loans on real estate
    21,904       20,587  
Commercial loans
    138       178  
Consumer loans
    16       116  
Other
    0       0  
Total
  $ 22,058     $ 20,881  
 
The following table presents the interest income that the Company would have earned under the original terms of its nonaccrual loans and the actual interest recorded by the Company on nonaccrual loans for the periods presented:
 
   
March 31, 2011
 
   
(in thousands)
 
Interest income that would have been recorded under original loan terms
  $ 395  
Actual interest income recorded for the period
    80  
Reduction in interest income on nonaccrual loans
  $ 315  
 
IMPAIRED LOANS
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan.  Impaired loans include nonperforming commercial loans, but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate to a below-market rate, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. When management identifies a loan as impaired, the impairment is measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the sole or remaining source of repayment for the loan is the operation or liquidation of the collateral.  In these cases, management uses the current fair value of the collateral, less selling costs when foreclosure is probable, instead of the discounted cash flows.  If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance.
 
 
- 11 -

 
When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is in nonaccrual status, all payments are applied to principal under the cost-recovery method. For financial statement purposes, the recorded investment in the loan is the actual principal balance reduced by payments that would otherwise have been applied to interest. When reporting information on these loans to the applicable customers, the unpaid principal balance is reported as if payments were applied to principal and interest under the original terms of the loan agreements. Therefore, the unpaid principal balance reported to the customer would be higher than the recorded investment in the loan for financial statement purposes. When the ultimate collectability of the total principal of the impaired loan is not in doubt and the loan is in nonaccrual status, contractual interest is credited to interest income when received under the cash-basis method.

The following table includes the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount, if applicable. Also presented are the average recorded investments in the impaired loans and the related amount of interest recognized during 2010 and the first quarter of 2011.  The average balances are calculated based on the month-end balance of the loans for the year ended December 31, 2010 and on the daily average balance for the three months ended March 31, 2011.
 
Impaired Loans by Class
(in thousands)
   
As of March 31, 2011
   
Quarter Ended March 31, 2011
 
         
Recorded Investment
                   
   
Unpaid Principal Balance
   
Without Valuation Allowance
   
With Valuation Allowance
   
Associated Allowance
   
Average Recorded Investment
   
Interest Income Recognized
 
Mortgage loans on real estate:
                                   
Residential 1-4 family
  $ 5,291     $ 4,091     $ 1,163     $ 155     $ 5,613     $ 39  
Commercial
    15,236       14,733       419       11       14,621       (5 )
Construction
    0       0       0       0       0       0  
Second mortgages
    504       98       401       58       502       6  
Equity lines of credit
    403       261       142       11       403       7  
Total mortgage loans on real estate
  $ 21,434     $ 19,183     $ 2,125     $ 235     $ 21,139     $ 47  
Commercial loans
    144       13       125       61       143       2  
Total
  $ 21,578     $ 19,196     $ 2,250     $ 296     $ 21,282     $ 49  
 
Impaired Loans by Class
(in thousands)
   
As of December 31, 2010
   
Year Ended December 31, 2010
 
         
Recorded Investment
                   
   
Unpaid Principal Balance
   
Without Valuation Allowance
   
With Valuation Allowance
   
Associated Allowance
   
Average Recorded Investment
   
Interest Income Recognized
 
Mortgage loans on real estate:
                                   
Residential 1-4 family
  $ 5,850     $ 5,008     $ 810     $ 70     $ 4,298     $ 320  
Commercial
    13,319       3,798       9,400       2,827       14,320       593  
Construction
    0       0       0       0       194       5  
Second mortgages
    508       100       404       62       377       33  
Equity lines of credit
    405       262       143       11       300       24  
Total mortgage loans on real estate
  $ 20,082     $ 9,168     $ 10,757     $ 2,970     $ 19,489     $ 975  
Commercial loans
    184       178       0       0       73       13  
Total
  $ 20,266     $ 9,346     $ 10,757     $ 2,970     $ 19,562     $ 988  
 
MONITORING OF LOANS AND EFFECT OF MONITORING FOR THE ALLOWANCE FOR LOAN LOSSES
Loan officers are responsible for continual portfolio analysis and prompt identification and reporting of problem loans, which includes assigning a risk grade to each applicable loan at its origination and revising such grade as the situation dictates. Loan officers maintain frequent contact with borrowers, which should enable them to identify potential problems before they become apparent to other personnel. In addition, meetings with loan officers and upper management are held to discuss problem loans and review their risk grades. Nonetheless, in order to avoid over-reliance upon loan officers for problem loan identification, the Bank’s loan review system provides for review of loans and their risk grade by individuals who are independent of the loan approval process.  Risk grades and historic loss rates by risk grades are used as a component of the calculation of the allowance for loan losses.
 
 
- 12 -

 
ALLOWANCE FOR LOAN LOSSES
Management has an established methodology to determine the adequacy of the allowance for loan losses that assesses the risks and losses inherent in the loan portfolio.  For purposes of determining the allowance for loan losses, the Company has segmented certain loans in the portfolio by product type.  Loans are segmented into the following pools:  commercial, real estate-construction, real estate-mortgage, consumer and other loans.  The Company also sub-segments the real estate-mortgage segment into four classes: residential 1-4 family, commercial real estate, second mortgages and equity lines of credit. The Company uses an internally developed risk evaluation model in the estimation of credit risk process.  The model and assumptions used to determine the allowance are independently validated and reviewed to ensure that their theoretical foundation, assumptions, data integrity, computational processes and reporting practices are appropriate and properly documented.

Each portfolio segment has risk characteristics as follows:
 
·
Commercial: Commercial loans carry risks associated with the successful operation of a business or project, in addition to other risks associated with the ownership of a business. The repayment of these loans may be dependent upon the profitability and cash flows of the business.  In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much precision.
 
·
Real estate-construction: Construction loans carry risks that the project will not be finished according to schedule, the project will not be finished according to budget and the value of the collateral may at any point in time be less than the principal amount of the loan. Construction loans also bear the risk that the general contractor, who may or may not be the loan customer, may be unable to finish the construction project as planned because of financial pressure unrelated to the project.
 
·
Real estate-mortgage: Residential mortgage loans and equity lines of credit carry risks associated with the continued credit-worthiness of the borrower and changes in the value of the collateral. Commercial real estate loans carry risks associated with the successful operation of a business if owner occupied. If non-owner occupied, the repayment of these loans may be dependent upon the profitability and cash flow from rent receipts.
 
·
Consumer loans: Consumer loans carry risks associated with the continued credit-worthiness of the borrowers and the value of the collateral.  Consumer loans are more likely than real estate loans to be immediately adversely affected by job loss, divorce, illness or personal bankruptcy.
 
·
Other loans: Other loans are loans to mortgage companies, loans for purchasing or carrying securities, loans to insurance, investment and finance companies.  These loans carry risks associated with the successful operation of a business.  In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time, may depend on interest rates or may fluctuate in active trading markets.

To determine the balance of the allowance account for each segment of the loan portfolio, management pools each segment by risk grade individually and applies a historical loss percentage. At March 31, 2011 and December 31, 2010, the historical loss percent was based on losses sustained in each segment of the portfolio over the previous 8 quarters.

Management also provides an allocated component of the allowance for loans that are classified as impaired.  An allocated allowance is established when the discounted value of future cash flows from the impaired loan (or the collateral value or observable market price of the impaired loan) is lower than the carrying value of that loan.

Based on credit risk assessments and management’s analysis of qualitative factors, additional loss factors are applied to loan balances. These additional qualitative factors include: the economy, trends in growth, concentrations, changes in underwriting, changes in management and changes in the legal and regulatory environment.

THE COMPANY’S ESTIMATION PROCESS
The 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.  In addition, impaired loans are separately identified for evaluation and are measured based on the present value of expected future cash flows, the observable market price of the loans or the fair value of the collateral.  Also, various qualitative factors are applied to each segment of the loan portfolio.
 
 
- 13 -

 
ALLOWANCE FOR LOAN LOSSES BY SEGMENT
The total allowance reflects management’s estimate of loan losses inherent in the loan portfolio at the balance sheet date.  The Company considers the allowance for loan losses of $10.3 million adequate to cover loan losses inherent in the loan portfolio at March 31, 2011.  The following table presents, by portfolio segment, the changes in the allowance for loan losses and the recorded investment in loans.  Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
 
ALLOWANCE FOR LOAN LOSSES AND RECORDED INVESTMENT IN LOANS
(in thousands)
March 31, 2011
 
Commercial
   
Real Estate - Construction
   
Real Estate - Mortgage
   
Consumer
   
Other
   
Total
 
Allowance for Loan Losses:
                                   
Balance at the beginning of period
  $ 799     $ 441     $ 11,498     $ 357     $ 133     $ 13,228  
Charge-offs
    (700 )     0       (4,051 )     (106 )     (90 )     (4,947 )
Recoveries
    7       0       135       54       7       203  
Provision for loan losses
    850       (70 )     698       175       147       1,800  
Ending balance
  $ 956     $ 371     $ 8,280     $ 480     $ 197     $ 10,284  
Ending balance individually evaluated for impairment
  $ 61     $ 0     $ 235     $ 0     $ 0     $ 296  
Ending balance collectively evaluated for impairment
    895       371       8,045       480       197       9,988  
Ending balance
  $ 956     $ 371     $ 8,280     $ 480     $ 197     $ 10,284  
Loan Balances:
                                               
Ending balance individually evaluated for impairment
  $ 138     $ 0     $ 21,308     $ 0     $ 0     $ 21,446  
Ending balance collectively evaluated for impairment
    35,504       21,118       448,665       21,747       15,833       542,867  
Ending balance
  $ 35,642     $ 21,118     $ 469,973     $ 21,747     $ 15,833     $ 564,313  
 
December 31, 2010
 
Commercial
   
Real Estate - Construction
   
Real Estate - Mortgage
   
Consumer
   
Other
   
Total
 
Allowance for Loan Losses:
                                   
Balance at the beginning of period
  $ 935     $ 354     $ 5,552     $ 672     $ 351     $ 7,864  
Charge-offs
    (556 )     (126 )     (2,971 )     (655 )     (180 )     (4,488 )
Recoveries
    192       0       636       155       69       1,052  
Provision for loan losses
    228       213       8,281       185       (107 )     8,800  
Ending balance
  $ 799     $ 441     $ 11,498     $ 357     $ 133     $ 13,228  
Ending balance individually evaluated for impairment
  $ 0     $ 0     $ 2,970     $ 0     $ 0     $ 2,970  
Ending balance collectively evaluated for impairment
    799       441       8,528       357       133       10,258  
Ending balance
  $ 799     $ 441     $ 11,498     $ 357     $ 133     $ 13,228  
Loan Balances:
                                               
Ending balance individually evaluated for impairment
  $ 178     $ 0     $ 19,925     $ 0     $ 0     $ 20,103  
Ending balance collectively evaluated for impairment
    35,875       19,206       469,265       24,389       17,781       566,516  
Ending balance
  $ 36,053     $ 19,206     $ 489,190     $ 24,389     $ 17,781     $ 586,619  
 
CHANGES IN ACCOUNTING METHODOLOGY
There were no changes in the Company’s accounting methodology for the allowance for loan losses during the quarter ended March 31, 2011.

Note 4.  Share-Based Compensation
Share-based compensation arrangements include stock options, restricted stock awards, performance-based awards, stock appreciation rights and employee stock purchase plans.  Accounting standards require all share-based payments to employees to be valued using a fair value method on the date of grant and to be expensed based on that fair value over the applicable vesting period.
 
 
- 14 -

 
There were no options granted in the first three months of 2011 or in 2010.

On March 9, 2008, the Company’s 1998 Stock Option Plan expired.  Options to purchase 202,170 shares of common stock were outstanding under the Company’s 1998 Stock Option Plan at March 31, 2011.  The exercise price of each option equals the market price of the Company’s common stock on the date of the grant and each option’s maximum term is ten years.

Stock option activity for the three months ended March 31, 2011 is summarized below:
 
             
Weighted
         
             
Average
         
     
Weighted
     
Remaining
     
Aggregate
 
     
Average
     
Contractual
     
Intrinsic
 
     
Exercise
     
Life
     
Value
 
 
Shares
 
Price
     
(in years)
     
(in thousands)
 
Options outstanding, January 1, 2011
    225,127     $ 19.62                  
Granted
    0       0                  
Exercised
    (16,395 )     12.91                  
Canceled or expired
    (6,562 )     18.07                  
Options outstanding, March 31, 2011
    202,170     $ 20.22      
4.43
    $  
                    0
 
Options exercisable, March 31, 2011
    162,686     $ 20.26      
3.92
    $  
                    0
 
 
The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had all option holders exercised their options on March 31, 2011.This amount changes based on changes in the market value of the Company’s common stock.  As of March 31, 2011, the outstanding options had no intrinsic value because the exercise prices of all outstanding options were above the market value of a share of the Company’s common stock.

No in-the-money options were exercised during the three months ended March 31, 2011.  However, three option-holders chose to exercise options where the option price was greater than the current market value.  Proceeds from these exercises were $212 thousand.
 
As of March 31, 2011, there was $165 thousand of unrecognized compensation cost related to nonvested options.  This cost is expected to be recognized over a weighted-average period of 18 months.

Note 5.  Pension Plan
The Company provides pension benefits for eligible participants through a non-contributory defined benefit pension plan.  The plan was frozen effective September 30, 2006; therefore, no additional participants will be added to the plan.  The components of net periodic pension plan cost are as follows:
 
Three months ended March 31,
 
2011
   
2010
 
             
   
Pension Benefits
 
Interest cost
  $ 76,032     $ 78,431  
Expected return on plan assets
    (104,964 )     (97,295 )
Amortization of net loss
    42,585       31,702  
Net periodic pension plan cost
  $ 13,653     $ 12,838  
 
At March 31, 2011, management had not yet determined the amount, if any, that the Company will contribute to the plan in the year ending December 31, 2011.
 
 
- 15 -

 
Note 6.  Earnings per Share
Basic earnings per share is computed by dividing net income by the weighted average number of shares outstanding during the period.  Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period, including the effect of dilutive potential common shares attributable to outstanding stock options.

The Company did not include an average of 214 thousand potential common shares attributable to outstanding stock options in the diluted earnings per share calculation for the first quarter of 2011 because they were antidilutive.

Note 7.  Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.” ASU 2010-06 amends Subtopic 820-10 to clarify existing disclosures, require new disclosures, and includes conforming amendments to guidance on employers’ disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.  The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In July 2010, the FASB issued ASU 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.”  The new disclosure guidance significantly expands the existing requirements and will lead to greater transparency into a company’s exposure to credit losses from lending arrangements.  The extensive new disclosures of information as of the end of a reporting period became effective for both interim and annual reporting periods ending on or after December 15, 2010.  Specific disclosures regarding activity that occurred before the issuance of the ASU, such as the allowance roll forward and modification disclosures, will be required for periods beginning on or after December 15, 2010.  The Company has included the required disclosures in its consolidated financial statements.

In December 2010, the FASB issued ASU 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.”  The amendments in this ASU modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists.  The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted.  The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In December 2010, the FASB issued ASU 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations.”  The guidance requires pro forma disclosure for business combinations that occurred in the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period.  If comparative financial statements are presented, the pro forma information should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period.  ASU 2010-29 is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.  Early adoption is permitted.  The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

The SEC has issued Final Rule No. 33-9002, “Interactive Data to Improve Financial Reporting”, which requires companies to submit financial statements in XBRL (extensible business reporting language) format with their SEC filings on a phased-in schedule.  Large accelerated filers and foreign large accelerated filers using U.S. GAAP were required to provide interactive data reports starting with their first quarterly report for fiscal periods ending on or after June 15, 2010.  All remaining filers are required to provide interactive data reports starting with their first quarterly report for fiscal periods ending on or after June 15, 2011.

In March 2011, the SEC issued Staff Accounting Bulletin (SAB) 114.  This SAB revises or rescinds portions of the interpretive guidance included in the codification of the Staff Accounting Bulletin Series.  This update is intended to make the relevant interpretive guidance consistent with current authoritative accounting guidance issued as a part of the FASB’s Codification.  The principal changes involve revision or removal of accounting guidance references and other conforming changes to ensure consistency of referencing through the SAB Series.  The effective date for SAB 114 is March 28, 2011.   The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.
 
 
- 16 -


In April 2011, the FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.”  The amendments in this ASU clarify the guidance on a creditor’s evaluation of whether it has granted a concession to a debtor.  The amendments also clarify the guidance on a creditor’s evaluation of whether a debtor is experiencing financial difficulty.  The amendments in this Update are effective for the first interim or annual period beginning on or after June 15, 2011.  Early adoption is permitted.  Retrospective application to the beginning of the annual period of adoption for modifications occurring on or after the beginning of the annual adoption period is required.  As a result of applying these amendments, an entity may identify receivables that are newly considered to be impaired.  For purposes of measuring impairment of those receivables, an entity should apply the amendments prospectively for the first interim or annual period beginning on or after June 15, 2011. The Company is currently assessing the impact that ASU 2011-02 will have on its consolidated financial statements.

Note 8.  Fair Value Measurements
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  In accordance with the Fair Value Measurements and Disclosures topic of FASB ASU 2010-06, the fair value of a financial instrument is the price that would be received in the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date.  Fair value is best determined based upon quoted market prices.  However, in many instances, there are no quoted market prices for the Company’s various financial instruments.  In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows.  Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions.  If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate.  In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment.  The fair value can be a reasonable point within a range that is most representative of fair value under current market conditions.

FAIR VALUE HIERARCHY
In accordance with this guidance, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

 
Level 1 –  
Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
     
 
Level 2 –
Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
     
 
Level 3 –
Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.
 
 
- 17 -

 
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

CASH AND CASH EQUIVALENTS
The carrying amounts of cash and short-term instruments approximate fair values.

INVESTMENT SECURITIES
Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy.  Securities are classified as Level 2 if quoted market prices are not available.  Fair value is estimated using pricing models and discounted cash flows that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes and credit spreads.  In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified in Level 3.

RESTRICTED SECURITIES
The restricted security category is comprised of FHLB and FRB stock.  These stocks are classified as restricted securities because their ownership is restricted to certain types of entities and they lack a market.  Therefore, the carrying amounts of restricted securities approximate fair value.

LOANS RECEIVABLE
For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.  Fair values for certain mortgage loans (e.g., 1-4 family residential), credit card loans, and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics.  Fair values for other loans (e.g., commercial real estate and investment property mortgage loans, commercial and industrial loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.  Fair values for non-performing loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

BANK OWNED LIFE INSURANCE
Bank owned life insurance represents insurance policies on certain officers of the Company. The cash value of the policies is estimated using information provided by the insurance carrier. These policies are carried at their cash value, which approximates the fair value.

DEPOSIT LIABILITIES
The fair value of demand deposits, savings and certain money market deposits is the amount payable on demand at the reporting date.  The fair value of certificates of deposits is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.

SHORT-TERM BORROWINGS
The carrying amounts of federal funds purchased, overnight repurchase agreements, and other short-term borrowings maturing within 90 days approximate their fair values.  Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.

LONG-TERM BORROWINGS
The fair values of the Company's long-term borrowings are estimated using discounted cash flow analyses based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.

ACCRUED INTEREST
The carrying amounts of accrued interest approximate fair value.

COMMITMENTS TO EXTEND CREDIT AND IRREVOCABLE LETTERS OF CREDIT
The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present credit-worthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.  The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.  At March 31, 2011 and December 31, 2010, the fair value of fees charged for loan commitments and irrevocable letters of credit was immaterial.
 
 
- 18 -


The estimated fair values, and related carrying or notional amounts, of the Company's financial instruments are as follows:
 
   
March 31, 2011
   
December 31, 2010
 
                         
   
Carrying
   
Fair
   
Carrying
   
Fair
 
   
Amount
   
Value
   
Amount
   
Value
 
   
(in thousands)
 
Financial assets:
                       
Cash and cash equivalents
  $ 33,889     $ 33,889     $ 28,431     $ 28,431  
Securities available-for-sale
    195,509       195,509       206,092       206,092  
Securities held-to-maturity
    2,452       2,451       1,952       1,957  
Restricted securities
    4,320       4,320       4,320       4,320  
Loans, net of allowances for loan losses
    554,029       552,370       573,391       571,906  
Bank owned life insurance
    18,221       18,221       18,020       18,020  
Accrued interest receivable
    2,618       2,618       2,652       2,652  
                                 
Financial liabilities:
                               
Deposits
    685,650       684,828       679,214       682,001  
Federal funds purchased and other borrowings
    714       714       731       731  
Overnight repurchase agreements
    37,421       37,421       50,757       50,757  
Term repurchase agreements
    20,700       20,699       38,959       38,955  
Federal Home Loan Bank advances
    35,000       38,814       35,000       39,260  
Accrued interest payable
    721       721       824       824  

ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS
Debt and equity securities with readily determinable fair values are classified as “available-for-sale” and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income.  Securities available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted market prices, when available (Level 1).  If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data.  Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2). In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.  Currently, all of the Company’s securities are considered to be Level 2 securities.

 
- 19 -


The following table presents the balances of certain financial assets measured at fair value on a recurring basis:

         
Fair Value Measurements at March 31, 2011 Using
         
(in thousands)
 
             
         
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
       
Description
 
Balance
 
Available-for-sale securities
                       
U.S. Treasury securities
  $ 600     $ 0     $ 600     $ 0  
Obligations of  U.S. Government agencies
    190,269       0       190,269       0  
Obligations of state and political subdivisions
    2,985       0       2,985       0  
Mortgage-backed securities
    290       0       290       0  
Money market investments
    1,365       0       1,365       0  
Total available-for-sale securities
  $ 195,509     $ 0     $ 195,509     $ 0  

         
Fair Value Measurements at December 31, 2010 Using
         
(in thousands)
 
             
Description    
Balance
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Available-for-sale securities
                       
U.S. Treasury securities
  $ 600     $ 0     $ 600     $ 0  
Obligations of  U.S. Government agencies
    200,121       0       200,121       0  
Obligations of state and political subdivisions
    3,172       0       3,172       0  
Mortgage-backed securities
    382       0       382       0  
Money market investments
    1,817       0       1,817       0  
Total available-for-sale securities
  $ 206,092     $ 0     $ 206,092     $ 0  

ASSETS MEASURED AT FAIR VALUE ON A NONRECURRING BASIS
Under certain circumstances, adjustments are made to the fair value for assets and liabilities although they are not measured at fair value on an ongoing basis.

Impaired loans
Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected.  The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral.  Fair value is measured based on the value of the collateral securing the loans.  Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable.  The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2).  However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over two years old, then the fair value is considered Level 3.  The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data.  Likewise, values for inventory and accounts receivable collateral are based on financial statement balances or aging reports (Level 3).  Impaired loans allocated to the allowance for loan losses are measured at fair value on a nonrecurring basis.  Any fair value adjustments are recorded in the period incurred as part of the provision for loan losses on the Consolidated Statements of Operations.
 
 
- 20 -


Foreclosed assets
Loans are transferred to foreclosed assets when the collateral securing them is foreclosed on.  The measurement of loss associated with foreclosed assets is based on the fair value of the collateral compared to the unpaid loan balance and anticipated costs to sell the property.  If there is a contract for the sale of a property, and management reasonably believes the transaction will be consummated in accordance with the terms of the contract, fair value is based on the sale price in that contract (Level 1).  Lacking such a contract, the value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2).  However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over two years old, then the fair value is considered Level 3.  Any fair value adjustments to foreclosed assets are recorded in the period incurred and expensed against current earnings.

The following table presents the financial instruments carried on the consolidated balance sheet by caption and by level in the fair value hierarchy for which a nonrecurring change in fair value has been recorded:

         
Carrying Value at March 31, 2011
 
         
(in thousands)
 
Description
 
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Assets:
                       
Impaired loans
  $ 1,954     $ 0     $ 978     $ 976  
Foreclosed assets
  $ 11,164     $ 0     $ 11,164     $ 0  

         
Carrying Value at December 31, 2010
 
         
(in thousands)
 
Description
 
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Assets:
                       
Impaired loans
  $ 7,787     $ 523     $ 6,182     $ 1,082  
Foreclosed assets
  $ 11,448     $ 0     $ 11,448     $ 0  

Note 9.  Segment Reporting
The Company operates in a decentralized fashion in three principal business segments: The Old Point National Bank of Phoebus (the Bank), Old Point Trust & Financial Services, N. A. (Trust), and the Company as a separate segment (for purposes of this Note, the Parent).  Revenues from the Bank’s operations consist primarily of interest earned on loans and investment securities and service charges on deposit accounts. Trust’s operating revenues consist principally of income from fiduciary activities.  The Parent’s revenues are mainly interest and dividends received from the Bank and Trust companies.  The Company has no other segments.

The Company’s reportable segments are strategic business units that offer different products and services.  They are managed separately because each segment appeals to different markets and, accordingly, requires different technologies and marketing strategies.

 
- 21 -


Information about reportable segments, and reconciliation of such information to the consolidated financial statements as of and for the quarters ended March 31, 2011 and 2010 follows:
 
   
Three Months Ended March 31, 2011
 
      Unconsolidated  
   
Bank
   
Trust
   
Parent
   
Eliminations
   
Consolidated
 
Revenues
                             
Interest and dividend income
  $ 9,354,297     $ 9,713     $ 415,558     $ (414,653 )   $ 9,364,915  
Income from fiduciary activities
    0       770,972       0       0       770,972  
Other income
    1,948,297       101,349       75,000       (90,376 )     2,034,270  
Total operating income
    11,302,594       882,034       490,558       (505,029 )     12,170,157  
                                         
Expenses
                                       
Interest expense
    1,844,909       0       3,055       (3,325 )     1,844,639  
Provision for loan losses
    1,800,000       0       0       0       1,800,000  
Salaries and employee benefits
    4,016,154       481,331       132,318       0       4,629,803  
Other expenses
    3,365,315       226,765       35,562       (90,376 )     3,537,266  
Total operating expenses
    11,026,378       708,096       170,935       (93,701 )     11,811,708  
                                         
Income before taxes
    276,216       173,938       319,623       (411,328 )     358,449  
                                         
Income tax expense (benefit)
    (20,313 )     59,139       (25,070 )     0       13,756  
                                         
Net income
  $ 296,529     $ 114,799     $ 344,693     $ (411,328 )   $ 344,693  
                                         
Total assets
  $ 857,716,906     $ 4,916,680     $ 81,668,918     $ (82,058,285 )   $ 862,244,219  
 
   
Three Months Ended March 31, 2010
 
      Unconsolidated  
   
Bank
   
Trust
   
 Parent
   
Eliminations
   
Consolidated
 
Revenues
                             
Interest and dividend income
  $ 10,402,460     $ 13,108     $ (875,669 )   $ 875,588     $ 10,415,487  
Income from fiduciary activities
    0       820,885       0       0       820,885  
Other income
    2,370,784       117,517       78,038       (89,376 )     2,476,963  
Total operating income
    12,773,244       951,510       (797,631 )     786,212       13,713,335  
                                         
Expenses
                                       
Interest expense
    2,967,062       0       3,055       (6,261 )     2,963,856  
Provision for loan losses
    4,700,000       0       0       0       4,700,000  
Salaries and employee benefits
    3,894,078       502,448       134,556       0       4,531,082  
Other expenses
    3,035,572       222,730       34,605       (89,376 )     3,203,531  
Total operating expenses
    14,596,712       725,178       172,216       (95,637 )     15,398,469  
                                         
Income (loss) before taxes
    (1,823,468 )     226,332       (969,847 )     881,849       (1,685,134 )
                                         
Income tax expense (benefit)
    (792,240 )     76,953       (24,220 )     0       (739,507 )
                                         
Net income (loss)
  $ (1,031,228 )   $ 149,379     $ (945,627 )   $ 881,849     $ (945,627 )
                                         
Total assets
  $ 947,254,649     $ 5,058,191     $ 80,762,362     $ (81,211,296 )   $ 951,863,906  
 
The accounting policies of the segments are the same as those described in the summary of significant accounting policies reported in the Company’s 2010 annual report on Form 10-K.  The Company evaluates performance based on profit or loss from operations before income taxes, not including nonrecurring gains or losses.

 
- 22 -

 
The Bank extends a line of credit to the Parent. This line of credit may be used, from time to time and among other purposes, to repurchase the Parent’s publicly traded stock.  As of March 31, 2011, $244 thousand was drawn under the line of credit and $6 thousand remained available.   Interest is charged at the Wall Street Journal Prime Rate minus 0.5%, with a floor of 5.0%.  This loan is secured by a held-to-maturity security with a book value of $282 thousand and a market value of $288 thousand at March 31, 2011.  Both the Parent and the Trust companies maintain deposit accounts with the Bank, on terms substantially similar to those available to other customers.  These transactions are eliminated to reach consolidated totals.

Item 2.  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. The Company consists of the parent company and its wholly-owned subsidiaries, The Old Point National Bank of Phoebus (the Bank) and Old Point Trust & Financial Services, N. A. (Trust), collectively referred to as the Company. This discussion should be read in conjunction with the consolidated financial statements and other financial information contained elsewhere in this report.

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 a forward-looking statement. These forward-looking statements may include, but are not limited to, statements regarding profitability, liquidity, the loan portfolio, allowance for loan losses, the security portfolio, interest rate sensitivity, levels of net loan charge-offs, noninterest expense, income taxes, expected impact of efforts to restructure the balance sheet, market risk, growth strategy, 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. Forward-looking 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 and business conditions, the quality or composition of the loan or investment portfolios, the size of the provision for loan losses, the adequacy of the allowance for loan losses, the level of nonperforming assets, impaired loans and charge-offs, the local real estate market, results of internal assessments and external bank regulatory examinations, the value of collateral securing loans, the value of and the Company’s ability to sell foreclosed assets, the Company’s ability to enter into an agreement with a general contractor to expand a current branch office on acceptable terms, volatility and disruption in national and international financial markets, government intervention in the U.S. financial system, Federal Deposit Insurance Corporation (FDIC) premiums and/or assessments, demand for loan and other products, deposit flows, competition, and accounting principles, policies and guidelines. Monetary and fiscal policies of the U.S. Government could also adversely affect the Company; such policies include the impact of any regulations or programs implemented pursuant to the Emergency Economic Stabilization Act of 2008 (EESA), the American Recovery and Reinvestment Act of 2009 (ARRA), the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and other policies of the Office of the Comptroller of the Currency (OCC), U.S. Treasury and the Federal Reserve Board.
 
The Company has experienced reduced earnings due to the current economic climate.  Dramatic declines in the residential and commercial real estate markets in recent years have resulted in increases in nonperforming assets and significant write-downs of asset values by the Company as well as by other financial institutions in the U.S. Concerns about future economic conditions and financial markets 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 U.S. Treasury and other bank regulatory agencies will have on the financial markets and the financial services industry. The limited credit availability currently being experienced could continue to affect the U.S. banking industry and the broader U.S. and global economies, which would have an effect on all financial institutions, including the Company.
 
 
- 23 -


These risks and uncertainties, in addition to the risks and uncertainties identified in the Company’s annual report on Form 10-K for the year ended December 31, 2010, should be considered in evaluating the forward-looking statements contained herein, and readers are cautioned not to place undue reliance on such statements.  Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.  In addition, past results of operations are not necessarily indicative of future results.

General
The Company is the parent company of the Bank and Trust. The Bank is a locally managed community bank 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 currently has 21 branch offices.   Trust is a wealth management services provider.

Critical Accounting Policies and Estimates
As of March 31, 2011, there have been no significant changes with regard to the critical accounting policies and estimates disclosed in the Company’s 2010 annual report on Form 10-K.  That disclosure included a discussion of the accounting policy that requires management’s most difficult, subjective or complex judgments:  the allowance for loan losses.  For a discussion of the Company’s policies for calculating the allowance for loan losses, see Note 3 to the Consolidated Financial Statements.

Earnings Summary
Net income for the first quarter of 2011 was $345 thousand as compared to a net loss of $946 thousand in the first quarter of 2010, an increase of $1.3 million. During the first quarter of 2011, the loan loss provision was $1.8 million, compared to $4.7 million in the first quarter of 2010. Interest and dividend income and interest expense both decreased by $1.1 million during the first quarter of 2011 as compared to the same period of 2010. Expenses for the first quarter of 2011 were negatively impacted by higher losses on write-down/sale of foreclosed assets, which increased $235 thousand compared to the first quarter of 2010. Basic and diluted earnings per share for the first quarter of 2011 were $0.07. Basic and diluted losses per share for the first quarter of 2010 were $0.19.

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 yield is calculated by dividing tax-equivalent net interest income by average earning assets.  Net interest income, on a fully tax equivalent basis, was $7.6 million in the first quarter of 2011, an increase of $41 thousand from the first quarter of 2010. The net interest yield was 3.76% in the first quarter of 2011, 25 basis points higher than the 3.51% net interest yield in the equivalent period in 2010. The higher net interest yield in 2011 was the result of the rate on interest-bearing liabilities decreasing 52 basis points, compared to a 22 basis-point decrease in the yield on earning assets.

Tax-equivalent interest income decreased by $1.1 million, or 10.29%, in the first quarter of 2011 compared to the same period of 2010.  Average earning assets decreased $52.2 million, or 6.09%, compared to the first quarter of 2010.  Interest expense decreased $1.1 million, or 37.75%, and average interest-bearing liabilities decreased by $62.2 million, or 8.62% in the first quarter of 2011 compared to the same period of 2010.  The decrease in interest expense is a result of the decrease in average interest-bearing liabilities and the 52 basis-point decrease in the average rate on interest-bearing liabilities in the first quarter of 2011 compared to the first quarter of 2010.

The yield on average earning assets and cost of average interest-bearing liabilities both decreased due to the Federal Open Market Committee (FOMC) lowering the Federal Funds Target Rate during 2008 from 4.25% to a range of 0.00% to 0.25%.  The FOMC has kept the Federal Funds Target Rate unchanged during 2009, 2010 and the first three months of 2011. As higher-yielding earning assets and higher-cost interest-bearing liabilities that were booked prior to 2008 mature, they are being replaced with lower-yielding earning assets and lower-cost interest-bearing liabilities.  Assuming that the FOMC keeps interest rates at current levels, management believes that the average rate on interest-bearing liabilities will continue to decrease more rapidly than the average rate on earning assets, although the gap between the two is expected to narrow.
 
 
- 24 -

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

AVERAGE BALANCE SHEETS, NET INTEREST INCOME* AND RATES*
 
   
For the three months ended March 31,
 
   
2011
   
2010
 
         
Interest
               
Interest
       
   
Average
   
Income/
   
Yield/
   
Average
   
Income/
   
Yield/
 
   
Balance
   
Expense
   
Rate**
   
Balance
   
Expense
   
Rate**
 
               
(in thousands)
                   
                                     
ASSETS
                                   
Loans*
  $ 572,714     $ 8,418       5.88 %   $ 632,585     $ 9,502       6.01 %
Investment securities:
                                               
Taxable
    205,044       903       1.76 %     171,106       804       1.88 %
Tax-exempt*
    3,350       60       7.16 %     7,902       142       7.19 %
Total investment securities
    208,394       963       1.85 %     179,008       946       2.11 %
Federal funds sold
    17,677       8       0.18 %     38,750       20       0.21 %
Other investments
    5,747       12       0.84 %     6,366       11       0.69 %
Total earning assets
    804,532     $ 9,401       4.67 %     856,709     $ 10,479       4.89 %
Allowance for loan losses
    (11,883 )                     (8,083 )                
Other nonearning assets
    84,217                       77,467                  
Total assets
  $ 876,866                     $ 926,093                  
                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                                         
Time and savings deposits:
                                               
Interest-bearing transaction accounts
  $ 12,215     $ 2       0.07 %   $ 10,611     $ 2       0.08 %
Money market deposit accounts
    168,857       92       0.22 %     150,439       81       0.22 %
Savings accounts
    46,535       11       0.09 %     43,302       12       0.11 %
Time deposits, $100,000 or more
    134,581       534       1.59 %     198,820       711       1.43 %
Other time deposits
    184,377       732       1.59 %     147,555       1,150       3.12 %
Total time and savings deposits
    546,565       1,371       1.00 %     550,727       1,956       1.42 %
Federal funds purchased, repurchase agreements and other borrowings
    77,915       53       0.27 %     105,990       178       0.67 %
Federal Home Loan Bank advances
    35,000       421       4.81 %     65,000       830       5.11 %
Total interest-bearing liabilities
    659,480       1,845       1.12 %     721,717       2,964       1.64 %
Demand deposits
    134,857                       119,263                  
Other liabilities
    1,622                       2,721                  
Stockholders' equity
    80,907                       82,392                  
Total liabilities and stockholders' equity
  $ 876,866                     $ 926,093                  
Net interest income/yield
          $ 7,556       3.76 %           $ 7,515       3.51 %
                                                 
*Computed on a fully tax-equivalent basis using a 34% rate
                                 
**Annualized
                                               

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 portfolio. This expense is based on management’s estimate of credit losses that may be 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 bank 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.

The provision for loan losses was $1.8 million in the first quarter of 2011, as compared to $4.7 million in the first quarter of 2010. Management concluded that the lower provision was appropriate based on its analysis of the adequacy of the allowance of loan losses.  $2.9 million of the net loans charged off in the first quarter of 2011 was related to one loan that had been previously provided for in the 2010 provision for loan losses.

Net loans charged off were $4.7 million for the first quarter of 2011 as compared to $1.4 million for the first quarter of 2010. On an annualized basis, net loan charge-offs were 3.36% of total loans for the first three months of 2011 compared with 0.90% for the same period in 2010. While net loans charged offs remain high and reflect ongoing difficulties in the commercial and consumer real estate sectors, management does not anticipate the significantly elevated level of charge-offs that occurred in the first quarter to continue during the remaining quarters of 2011.  However, management believes that net loans charged off will remain relatively high until the economic recovery becomes more pronounced.
 
 
- 25 -

 
Nonperforming assets consist of nonaccrual loans, loans past due 90 days or more and accruing interest, restructured loans, and foreclosed assets. Restructured loans are loans with terms that were modified in a troubled debt restructuring for borrowers experiencing financial difficulties.  As of March 31, 2011, the Company had one restructured loan; this restructured loan is performing in accordance with the loan’s new terms. It is generally the Company’s policy that restructured loans that have continued to be in compliance with modified terms for six months and yield a market rate at the time of restructuring not be reported as restructured loans in years subsequent to the year in which the loan was first restructured.  Foreclosed assets consist of real estate from foreclosures on loan collateral. The majority of the loans 90 days past due but still accruing interest are classified as substandard. As noted below, substandard loans are a component of the allowance for loan losses.  When a loan changes from “past due 90 days or more and accruing interest” status to “nonaccrual” status, the loan is reviewed for impairment. If the loan is considered impaired, then the difference between the value of the collateral and the principal amount outstanding on the loan is charged off. If the Company is waiting on an appraisal to determine the collateral’s value or is in negotiations with the borrower or other parties that may affect the value of the collateral, management allocates funds to cover the deficiency to the allowance for loan losses based on information available to management at that time.

The following table presents information on nonperforming assets:
 
NONPERFORMING ASSETS
 
   
March 31,
   
December 31,
   
Increase
 
   
2011
   
2010
   
(Decrease)
 
   
(unaudited)
             
   
(in thousands)
 
Nonaccrual loans
                 
Commercial
  $ 138     $ 178     $ (40 )
Real estate-construction
    0       37       (37 )
Real estate-mortgage (1)
    21,904       20,550       1,354  
Consumer loans
    16       116       (100 )
Total nonaccrual loans
  $ 22,058     $ 20,881     $ 1,177  
Loans past due 90 days or more and accruing interest
                       
Real estate-construction
  $ 0     $ 16     $ (16 )
Real estate-mortgage (1)
    117       33       84  
Consumer loans
    9       23       (14 )
Other
    3       1       2  
Total loans past due 90 days or more and accruing interest
  $ 129     $ 73     $ 56  
Restructured loans (in compliance with modified terms)
                       
Real estate-mortgage (1)
  $ 259     $ 1,639     $ (1,380 )
Total restructured loans (in compliance with modified terms)
  $ 259     $ 1,639     $ (1,380 )
Foreclosed assets
                       
Real estate-construction
  $ 4,092     $ 4,074     $ 18  
Real estate-mortgage (1)
    7,072       7,374       (302 )
Total foreclosed assets
  $ 11,164     $ 11,448     $ (284 )
Total nonperforming assets
  $ 33,610     $ 34,041     $ (431 )
                         
(1) The real estate-mortgage segment includes residential 1 – 4 family, commercial real estate, second mortgages and equity lines of credit.
 
 
 
 
- 26 -

 
The nonaccrual loan balance as of March 31, 2011 increased by $1.2 million as compared to the nonaccrual loan balance on December 31, 2010.  This increase was due to $6.7 million of loans moved to nonaccrual status during the first quarter, offset by a $5.5 million reduction in nonaccrual loans.  The $6.7 million in loans moved to nonaccrual were reviewed for impairment and all but $11 thousand of this total was determined not to be impaired. Therefore, no additional provision for loan losses was deemed necessary.  The $5.5 million decrease was divided as follows:
 
·
$2.9 million: charge-off that had been provided for in 2010 on the impaired portion of a nonaccrual loan; the non-charged-off balance remained in nonaccrual
 
·
$361 thousand:  loan restructured during the first quarter; $102 thousand of that loan was charged off, with the remaining balance placed in restructured loans
 
·
$741 thousand: converted to foreclosed or repossessed assets
 
·
$793 thousand: moved from nonaccrual to performing status
 
·
$731 thousand: removed from nonaccrual due to payoffs or paydowns

The majority of the balance of nonaccrual loans is related to a few large credit relationships.  Of the $22.1 million of nonaccrual loans at March 31, 2011, $18.6 million or 84.16% was comprised of six credit relationships: $6.5 million, $3.6 million, $3.0 million, $2.9 million, $1.5 million and $1.1 million.   The loans that make up the nonaccrual balance have been written down to their net realizable value.  As shown in the table above, the majority of the nonaccrual loans are collateralized by real estate.

If current economic conditions, which have been showing some signs of improvement, do not in fact improve, management believes nonperforming assets could remain elevated compared to historic levels, which would have a negative effect on the Company’s financial position.  As was seen in the recent financial periods including the three months ended March 31, 2011, the effect of a sustained increase in nonperforming assets would be lower earnings caused by larger contributions to the loan loss provision arising from a larger impairment in the loan portfolio and a higher level of loan charge-offs. Management believes the Company has excellent credit quality review processes in place to identify problem loans quickly.  Therefore, management believes that the current level of asset quality will improve, although the improvement may take some time. Management will work with customers that are having difficulties meeting their loan payments, with foreclosure considered a last resort.

As reflected in the $431 thousand decrease in nonperforming assets during the first three months of 2011, the quality of the Company’s loan portfolio is remaining fairly constant.  Management believes that the elevated levels of nonperforming assets was primarily due to the current economic conditions, depressed commercial and residential real estate markets and the effects of unemployment on borrowers.  Due to charge-offs in the quarter ended March 31, 2011 and what management believes to be a stabilization in nonperforming assets, management decreased the allowance for loan losses to $10.3 million as of March 31, 2011 as compared to a balance of $13.2 million as of December 31, 2010.  As mentioned previously, $2.9 million of the net loan charge-offs for the first quarter of 2011 was related to one loan and had been provided for in 2010.

As of March 31, 2011, the allowance for loan losses was 30.60% of nonperforming assets and 45.82% of nonperforming loans. The definition of nonperforming loans is nonperforming assets less foreclosed assets. The allowance for loan losses was 1.82% of total loans on March 31, 2011 and 2.25% of total loans on December 31, 2010.

Allowance for Loan Losses
The allowance for loan losses is based on several components. In evaluating the adequacy of the allowance, each segment of the loan portfolio is divided into several pools of loans:

 
1.
Doubtful–specific identification
 
2.
Substandard–specific identification
 
3.
Pool–substandard
 
4.
Pool–other assets especially mentioned (rated just above substandard)
 
5.
Pool–pass loans (all other loans)
 
Historical loss rates, adjusted for the current economic environment, are applied to the above five pools of loans for each segment of the loan portfolio, except for doubtful and certain substandard loans which have losses specifically calculated on an individual loan basis. Historical loss is one of the components of the allowance. Historical loss is based on the Company’s loss experience during the past eight quarters, which management believes better reflects the risk related to each segment of loans in the current economic environment. Prior to 2010, the historical loss calculation was based on the previous four years. The historical loss component of the allowance amounted to $6.4 million and $5.1 million as of March 31, 2011 and December 31, 2010, respectively.  The increase in the historical loss component in the first quarter of 2011 is due to the previously discussed $2.9 million charge-off.
 
 
- 27 -


In addition, nonperforming loans are analyzed for impairment under U.S. GAAP and are allocated based on this analysis. Increases in nonperforming loans affect this portion of the adequacy review. The Company’s nonperforming loans fall in the doubtful pool with specific identification, the substandard pool with specific identification or the pool-substandard pool of loans.  Therefore, changes in nonperforming loans affect the dollar amount of the allowance.  Unless the nonperforming loan is not impaired (i.e. the collateral value is considered sufficient), increases in nonperforming loans are reflected as an increase in the allowance for loan losses.

The majority of the Company’s nonperforming loans are collateralized by real estate. When reviewing loans for impairment, the Company obtains current appraisals when applicable.  Any loan balance that is in excess of the appraised value is allocated in the allowance. In the current real estate market, appraisers may have difficulty finding comparable sales, which is causing some appraisals to be very low. As a result, the Company is being conservative in its valuation of collateral which results in higher than normal charged off loans and higher than normal increases to the Company’s allowance for loan losses.  As of March 31, 2011 and December 31, 2010, the impaired loan component of the allowance amounted to $296 thousand and $3.0 million, respectively, and for each quarter is reflected as a valuation allowance related to impaired loans in Note 3 of the Notes to the Consolidated Financial Statements included in this Form 10-Q. The large reduction in the impaired loan component during the first quarter of 2011 was due to the $2.9 million charge-off discussed previously, which was included in impaired loans prior to charge-off.

The final component of the allowance consists of qualitative factors and includes items such as the economy, growth trends, loan concentrations, and legal and regulatory changes. The qualitative component of the allowance amounted to $3.6 million and $5.1 million as of March 31, 2011 and December 31, 2010, respectively.

As a result of these changes and the stabilization of nonperforming assets, the Company added, through the provision, $1.8 million to the allowance for loan losses in the first three months of 2011. Management is concerned about elevated levels of nonperforming assets, but believes that the allowance has been appropriately funded for additional losses on existing loans, based on currently available information. The Company will continue to monitor nonperforming assets closely and make changes to the allowance for loan losses when management concludes such changes are necessary.

Noninterest Income
For the first quarter of 2011, noninterest income decreased $493 thousand, or 14.94%, as compared to the same period in 2010. This majority of this decrease is located in the service charges on deposit accounts category and the income from bank owned life insurance category.

In the service charges on deposit accounts category, there was a decrease in overdraft fees of $328 thousand between the first quarter of 2010 and the first quarter of 2011. The majority of this decrease in overdraft fees is attributed to the changes in Regulation E requiring a customer to authorize in advance overdrafts caused by debit card and ATM transactions.  The Company expects overdraft fees to continue to decrease and is compensating for the projected decrease in overdraft income by pursuing new product offerings, such as remote deposit capture and lockbox services, to help drive future noninterest income.

The income from bank owned life insurance noninterest income category decreased $187 thousand, or 48.12% during the first quarter of 2011 as compared to the same quarter in 2010. This decline is principally due to life insurance proceeds received by the Company during 2010 in the amount of $184 thousand.

Noninterest Expense
For the first quarter of 2011, noninterest expense increased $432 thousand, or 5.59%, over the first quarter of 2010.  Increases occurred in the following categories; salaries and employee benefits, FDIC insurance, data processing, loan expenses, outside service fees, legal and audit expenses and loss (gain) on write-down/sale of foreclosed assets.
 
 
- 28 -

 
The largest increase between the first quarters of 2011 and 2010 was in losses on write-down/sale of foreclosed assets, which increased $235 thousand. The increase in this foreclosed asset expense account was mainly due to the sale of six properties during the quarter, which includes expenses incurred during the sales of foreclosed assets and sales prices that were below the assets’ carrying values. FDIC insurance increased $76 thousand during the first quarter of 2011 as compared to the first quarter of 2010, caused by higher assessments.  Loan expenses were $65 thousand higher and legal and audit expenses were $38 thousand higher in the first quarter of 2011 as compared to the first quarter of 2010.  Both these categories increased as economic conditions and real estate markets increased the Company’s need for new appraisals, forced placed insurance, restructured or revised loan documents and the need for additional legal advice on troubled loans.  Other outside service fees increased $52 thousand during the first quarter of 2011 as compared to the same quarter in 2010.  The majority of the increase in other outside service fees was related to the use of an independent contractor to provide coverage for two information technology positions. Management expects noninterest expenses to remain elevated until the economy is well into recovery.

On the positive side, reductions were seen in the following noninterest expense categories: occupancy and equipment, customer development, advertising, employee professional development and postage and courier expense.  These reductions are the result of the Company’s focus on improving operating efficiency and monitoring noninterest expenses items.
 
Balance Sheet Review
At March 31, 2011, the Company had total assets of $862.2 million, a decrease of 2.77% from $886.8 million at December 31, 2010. Net loans as of March 31, 2011 were $554.0 million, a decrease of 3.38% from $573.4 million at December 31, 2010. Loan balances have declined for several reasons, including: higher than normal amortization of residential loans due to an attractive refinance market; closer management of revolving credits; purposeful exiting of troubled credits; partial charge-offs of some larger troubled loans to properly account for reasonable collateral value; regularly scheduled payoffs exceeding loan demand from qualified borrowers and reduced quality loan demand in the Company’s market.  Management believes the Company has sufficient liquidity to fund new loans.

The Company’s holdings of “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 March 31, 2011.

The Company does not have a formal program for subprime lending.  The Company is required by law to comply with the requirements of the Community Reinvestment Act (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 March 31, 2011, 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
 
(in thousands)
 
             
   
Amount
   
Percent
 
Subprime
  $ 23,624       20.6 %
Non-subprime
    91,059       79.4 %
    $ 114,683       100.0 %
                 
Total loans
  $ 564,313          
 
Percentage of Real Estate-Secured Subprime Loans to Total Loans
      4.19 %
 
 
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In addition to the subprime loans secured by real estate discussed above, as of March 31, 2011, the Company had an additional $3.5 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 March 31, 2011 were $27.1 million, amounting to 4.80% of the Company’s total loans at March 31, 2011.

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

Average assets for the first three months of 2011 were $876.9 million compared to $926.1 million for the first three months of 2010.  The reduction in average assets as of March 31, 2011 as compared to average assets as of March 31, 2010 was due mainly to the decline in average loans of $59.9 million, due to the factors impacting the loan portfolio identified above.

Total available-for-sale and held-to-maturity securities at March 31, 2011 was $198.0 million, a decrease of 4.85% from $208.0 million at December 31, 2010.  Since loan demand continues to be slow and yields on investment securities are low, the Company has allowed higher cost time deposits and term repurchase agreements to mature without renewal.  Through these balance sheet decisions on how to allocate excess liquidity, management has improved the Company’s net interest margin by reducing higher-cost funding. 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.

At March 31, 2011, noninterest-bearing and savings deposits were $13.7 million higher than comparable deposits at December 31, 2010. This strong increase in lower cost deposits is a direct result of sales efforts within the Company’s retail, commercial and corporate banking areas.

In addition, the Company reduced its higher cost time deposits and repurchase agreement balances by $38.8 million since December 31, 2010. The Bank’s repurchase agreements are fully collateralized by government agencies, providing customers with protection for funds that might otherwise exceed the limit for FDIC insurance coverage.  The decrease in the level of these higher cost liabilities was primarily due to successful sales efforts aimed at increasing low-cost deposits, allowing the Bank to focus on customer relationships and not higher-cost funding sources to meet liquidity needs.  This focus on obtaining lower cost funds has enabled to Company to improve its net interest margin.

Capital Resources
Total stockholders’ equity as of March 31, 2011 was $81.4 million, up 0.58% from $81.0 million at December 31, 2010. Under applicable banking regulations, Total Capital is comprised of core capital (Tier 1) and supplemental capital (Tier 2). Tier 1 capital consists of common stockholders’ equity and retained earnings less goodwill.  Tier 2 capital consists of certain qualifying debt and a qualifying portion of the allowance for loan losses.  The following is a summary of the Company’s capital ratios at March 31, 2011.  As shown below, these ratios were all well above the regulatory minimum levels, and demonstrate that the Company’s capital position remains strong.
 
 
2011
 
 
Regulatory
March 31, 2011
 
Minimums
 
Tier 1
4.00%
13.18%
Total Capital
8.00%
14.44%
Tier 1 Leverage
4.00%
9.56%

Book value per share was $16.44 at March 31, 2011 up from $16.35 at March 31, 2010.  Cash dividends were $247 thousand or $0.05 per share in the first quarter of 2011 and $492 thousand or $0.10 per share in the first quarter of 2010. The common stock of the Company has not been extensively traded.

Liquidity
Liquidity is the ability of the Company to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management.  Liquid assets include cash, interest-bearing deposits with banks, federal funds sold, investments in securities and loans maturing within one year.
 
 
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A major source of the Company’s liquidity is its large stable deposit base.  In addition, secondary liquidity sources are available through the use of borrowed funds if the need should arise, including secured advances from the FHLB.  As of the end of the first quarter of 2011, the Company had $222.3 million in FHLB borrowing availability. The Company has available short-term unsecured borrowed funds in the form of federal funds lines with correspondent banks.  As of the end of the first quarter of 2011, the Company had $25.0 million available in federal funds lines to handle any short-term borrowing needs.

In the current economic climate, the Company’s availability sources of additional liquidity have tightened.  Although the Company remains very liquid, two secondary sources of liquidity have become more limited.  Available federal funds lines of credit decreased during 2010 as a result of more stringent requirements from correspondent banks.  The Company could have maintained these lines if it was willing to pledge collateral, such as investment securities.  Since the Company rarely utilizes these lines, management chose to keep a reserve of unpledged securities and allow the lines to be reduced.  In the first quarter of 2011, a federal funds line was reinstated which increased the Company’s total federal funds line of credit to $25 million from $15 million as of December 31, 2010. Management anticipates that as the economy improves, the requirements will continue to be relaxed and the remaining federal funds lines that were reduced will be readily available once again.

Similarly, the FHLB instituted more stringent requirements for securing advances.  The FHLB is applying a discount rate to loans used as collateral to simulate the falling value of the properties securing those loans.  Even with these additional collateral requirements, the Company still has more than sufficient collateral to pledge against outstanding FHLB advances.

Other than the decrease in federal funds lines of credit and the more stringent requirements for the FHLB advances, management is not aware of any market or institutional trends, events or uncertainties that are expected to have a material effect on the liquidity, capital resources or operations of the Company. Nor is management aware of any current recommendations by regulatory authorities that would have a material affect on liquidity, capital resources or operations. The Company’s internal sources of such liquidity are deposits, loan and investment repayments and securities available-for-sale.  The Company’s primary external source of liquidity is advances from the FHLB.

As a result of the Company’s management of liquid assets, the availability of borrowed funds and the ability to generate liquidity through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and to meet its customers’ future borrowing needs.

Contractual Obligations
In the normal course of business there are various outstanding contractual obligations of the Company that will require future cash outflows.  In addition, there are commitments and contingent liabilities, such as commitments to extend credit that may or may not require cash outflows.

The Company has plans to expand the building of a current branch office.  On January 25, 2011 the Company signed a contract with a general contractor for construction of the building.  The contract entitles the contractor to the cost of construction plus a fee of 2.50%. The Company anticipates that the project will likely cost between $8.0 million and $10.0 million over the next two to three years.  $64 thousand has been disbursed as of March 31, 2011.

As of March 31, 2011, other than those disclosed above, there have been no material changes outside the ordinary course of business in the Company’s contractual obligations disclosed in the Company’s 2010 annual report on Form 10-K.
 
Off-Balance Sheet Arrangements
As of March 31, 2011, there were no material changes in the Company's off-balance sheet arrangements disclosed in the Company’s 2010 annual report on Form 10-K.  

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

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 offset interest rate risk and to minimize the impact of rising or falling interest rates on net interest income.
 
 
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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 as of March 31, 2011.  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. At March 31, 2011, non-maturing deposit liabilities totaled $368.1 million or 53.69% of total deposit liabilities.

In a rising rate environment, changes in these deposit rates have historically lagged behind the changes in earning asset rates, thus mitigating the impact from the liability sensitivity 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.
 
When the Company is asset sensitive, net interest income should improve if interest rates rise since assets will reprice faster than liabilities. Conversely, if interest rates fall, net interest income should decline, depending on the optionality (prepayment speeds) of the assets.  When the Company is liability sensitive, net interest income should fall if rates rise and rise if rates fall.

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, or “shocks”, 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.

Under the rate environment forecasted by management, rate shocks in 50 to 100 basis point increments are applied to assess the impact on the Company’s earnings at March 31, 2011.  The rate shock model reveals that a 50 basis point decrease in rates would cause an approximate 0.72% annual decrease in net interest income. The rate shock model reveals that a 50 basis point rise in rates would cause an approximate 0.84% annual increase in net interest income and that a 100 basis point rise in rates would cause an approximate 2.55% increase in net interest income.

Item 4.  Controls and Procedures.

Disclosure Controls and Procedures.  Management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating its disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
 
 
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Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  No changes in the Company’s internal control over financial reporting occurred during the fiscal quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Because of its inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Item 1A.  Risk Factors.

There have been no material changes in the risk factors faced by the Company from those disclosed in the Company’s 2010 annual report on Form 10-K.

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

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.  During the three months ended March 31, 2011, the Company did not repurchase any shares related to the exercise of stock options.

During the three months ended March 31, 2011, the Company did not repurchase any shares pursuant to the Company’s stock repurchase program.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  [Removed and Reserved].

Item 5.  Other Information.

The Company has made no changes to the procedures by which security holders may recommend nominees to its board of directors.
 
 
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Item 6.  Exhibits.
 
 
Exhibit No.
 
Description
 
3.1    
 
Articles of Incorporation of Old Point Financial Corporation, as amended effective June 22, 2000 (incorporated by reference to Exhibit 3.1 to Form 10-K filed March 12, 2009)
       
 
3.2    
 
Bylaws of Old Point Financial Corporation, as amended and restated March 8, 2011 (incorporated by reference to Exhibit 3.2 to Form 8-K filed March 10, 2011)
       
   
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       
   
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       
   
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  OLD POINT FINANCIAL CORPORATION
   
   
   
May 13, 2011
/s/Robert F. Shuford, Sr                                                                        
  Robert F. Shuford, Sr.
  Chairman, President & Chief Executive Officer
  (Principal Executive Officer)
 
May 13, 2011 
/s/Laurie D. Grabow                                                                                
  Laurie D. Grabow
  Chief Financial Officer & Senior Vice President/Finance
  (Principal Financial & Accounting Officer)

 
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