Edgar Filing: COMMUNITY FINANCIAL CORP /MD/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2013

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 0-18279

The Community Financial Corporation

(Exact name of registrant as specified in its charter)

	Maryland		52-1652138
	(State of other jurisdiction of		(I.R.S. Employer
	incorporation or organization)		Identification No.)

	3035 Leonardtown Road, Waldorf, Maryland	20601
	(Address of principal executive offices)	(Zip Code)

(301) 645-5601

(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.

Yes x No¨

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

Yes x No¨

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

Large Accelerated Filer ¨	Accelerated Filer ¨
Non-accelerated Filer ¨	Smaller Reporting Company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of October 30, 2013, the registrant had 4,647,324 shares of common stock outstanding.

THE COMMUNITY FINANCIAL CORPORATION

FORM 10-Q

INDEX

	Page
PART I - FINANCIAL INFORMATION

Item 1 – Financial Statements (Unaudited)

Consolidated Balance Sheets – September 30, 2013 and December 31, 2012	3

Consolidated Statements of Income and Comprehensive Income - Three and Nine Months Ended September 30, 2013 and 2012	4

Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2013 and 2012	5

Notes to Consolidated Financial Statements	7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3 – Quantitative and Qualitative Disclosures about Market Risk	53

Item 4 – Controls and Procedures	53

PART II - OTHER INFORMATION

Item 1 – Legal Proceedings	53

Item 1A – Risk Factors	53

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 3 – Defaults Upon Senior Securities	54

Item 4 – Mine Safety Disclosures	54

Item 5 – Other Information	54

Item 6 – Exhibits	54

SIGNATURES	55

PART I FINANCIAL STATEMENTS

ITEM I. FINANCIAL STATEMENTS

THE COMMUNITY FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2013 AND DECEMBER 31, 2012

	September 30, 2013			December 31, 2012
	(Unaudited)
Assets
Cash and due from banks	$	23,269,755		$	10,696,653
Federal funds sold		-			190,000
Interest-bearing deposits with banks		3,626,750			409,002
Securities available for sale (AFS), at fair value		50,869,490			47,205,663
Securities held to maturity (HTM), at amortized cost		91,349,615			112,619,434
Federal Home Loan Bank (FHLB) and Federal Reserve Bank (FRB) stock - at cost		5,593,100			5,476,050
Loans receivable - net of allowance for loan losses of $8,079,277 and $8,246,957		759,880,727			747,640,752
Premises and equipment, net		19,272,212			19,782,236
Other real estate owned (OREO)		7,058,504			6,891,353
Accrued interest receivable		2,850,066			2,904,325
Investment in bank owned life insurance		19,195,355			18,730,580
Other assets		9,938,081			9,093,164
Total Assets	$	992,903,655		$	981,639,212

Liabilities and Stockholders' Equity

Liabilities
Deposits
Non-interest-bearing deposits	$	107,856,339		$	102,319,581
Interest-bearing deposits		709,391,120			717,910,707
Total deposits		817,247,459			820,230,288
Short-term borrowings		2,640,000			1,000,000
Long-term debt		70,488,848			60,527,208
Guaranteed preferred beneficial interest in junior subordinated debentures (TRUPs)		12,000,000			12,000,000
Accrued expenses and other liabilities		8,379,012			8,834,455
Total Liabilities		910,755,319			902,591,951

Stockholders' Equity
Preferred Stock, Senior Non-Cumulative Perpetual, Series C - par value $1,000; authorized 20,000; issued 20,000		20,000,000			20,000,000
Common stock - par value $.01; authorized - 15,000,000 shares; issued 3,048,439 and 3,052,416 shares, respectively		30,484			30,524
Additional paid in capital		18,275,729			17,873,560
Retained earnings		45,626,970			41,986,633
Accumulated other comprehensive gain (loss)		(910,940	)		139,184
Unearned ESOP shares		(873,907	)		(982,640	)
Total Stockholders' Equity		82,148,336			79,047,261
Total Liabilities and Stockholders' Equity	$	992,903,655		$	981,639,212

See notes to Consolidated Financial Statements

THE COMMUNITY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

	Three Months Ended September 30,					Nine Months Ended September 30,
	2013			2012		2013			2012
Interest and Dividend Income
Loans, including fees	$	9,340,139		$	9,113,063	$	27,703,885		$	27,624,323
Taxable interest and dividends on investment securities		631,652			768,611		1,852,692			2,465,529
Interest on deposits with banks		3,268			4,982		8,552			7,730
Total Interest and Dividend Income		9,975,059			9,886,656		29,565,129			30,097,582

Interest Expense
Deposits		1,335,916			2,001,535		4,332,351			6,630,820
Short-term borrowings		4,237			298		12,930			12,483
Long-term debt		532,833			537,216		1,569,247			1,684,772
Total Interest Expense		1,872,986			2,539,049		5,914,528			8,328,075

Net Interest Income		8,102,073			7,347,607		23,650,601			21,769,507
Provision for loan losses		285,610			746,075		640,210			1,523,580
Net Interest Income After Provision For Loan Losses		7,816,463			6,601,532		23,010,391			20,245,927

Noninterest Income
Loan appraisal, credit, and miscellaneous charges		55,620			280,456		374,769			663,897
Gain on sale of asset		-			-		11,000			-
Net gain (losses) on sale of OREO		215,345			-		215,345			(96,917	)
Income from bank owned life insurance		156,348			157,177		464,775			476,294
Service charges		661,134			528,420		1,764,314			1,530,323
Gain on sale of loans held for sale		30,769			336,384		546,819			471,725
Total Noninterest Income		1,119,216			1,302,437		3,377,022			3,045,322

Noninterest Expense
Salary and employee benefits		3,737,000			3,492,524		10,883,606			9,982,603
Occupancy expense		504,627			487,233		1,556,877			1,389,024
Advertising		118,421			86,020		391,152			345,111
Data processing expense		237,054			329,005		967,368			1,118,598
Professional fees		293,028			177,818		754,719			746,322
Depreciation of furniture, fixtures, and equipment		191,320			188,870		580,842			486,159
Telephone communications		45,787			45,563		148,516			137,649
Office supplies		41,689			52,751		151,157			186,741
FDIC Insurance		284,591			201,607		858,860			1,092,809
Valuation allowance on OREO		170,560			31,050		500,536			657,226
Other		621,650			508,343		1,701,338			1,719,647
Total Noninterest Expense		6,245,727			5,600,784		18,494,971			17,861,889

Income before income taxes		2,689,952			2,303,185		7,892,442			5,429,360
Income tax expense		987,111			830,244		2,885,761			1,910,014
Net Income	$	1,702,841		$	1,472,941	$	5,006,681		$	3,519,346
Preferred stock dividends		50,000			50,000		150,000			150,000
Net Income Available to Common Shareholders	$	1,652,841		$	1,422,941	$	4,856,681		$	3,369,346

Net Income	$	1,702,841		$	1,472,941	$	5,006,681		$	3,519,346
Net unrealized holding gains (losses) arising during period, net of tax		(231,346	)		68,791		(1,050,124	)		76,542
Comprehensive Income	$	1,471,495		$	1,541,732	$	3,956,557		$	3,595,888

Earnings Per Common Share
Basic	$	0.55		$	0.47	$	1.61		$	1.11
Diluted	$	0.55		$	0.47	$	1.60		$	1.10
Cash dividends paid per common share	$	0.10		$	-	$	0.30		$	0.40

See notes to Consolidated Financial Statements

THE COMMUNITY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

	Nine Months Ended
	September 30,
	2013			2012

Cash Flows from Operating Activities
Net income	$	5,006,681		$	3,519,346
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan losses		640,210			1,523,580
Depreciation and amortization		965,380			845,804
Loans originated for resale		(20,903,681	)		(9,987,050	)
Proceeds from sale of loans originated for sale		21,326,491			10,383,776
Gain on sale of loans held for sale		(546,819	)		(471,725	)
Net (gains) losses on the sale of OREO		(215,345	)		96,917
Gain on sale of asset		(11,000	)		-
Net amortization of premium/discount on investment securities		440,932			308,509
Increase in OREO valuation allowance		500,536			657,226
Increase in cash surrender of bank owned life insurance		(464,775	)		(476,293	)
Deferred income tax benefit		(128,314	)		(773,527	)
Decrease (Increase) in accrued interest receivable		54,259			(39,413	)
Stock based compensation		249,129			263,088
Decrease in deferred loan fees		215,478			104,942
(Decrease) Increase in accounts payable, accrued expenses and other liabilities		(455,443	)		441,789
(Increase) Decrease in other assets		(165,764	)		2,411,207
Net Cash Provided by Operating Activities		6,507,955			8,808,176

Cash Flows from Investing Activities
Purchase of AFS investment securities		(13,486,742	)		(10,101,789	)
Proceeds from redemption or principal payments of AFS investment securities		8,091,820			15,465,959
Purchase of HTM investment securities		(11,682,813	)		(11,249,535	)
Proceeds from maturities or principal payments of HTM investment securities		32,651,698			39,413,413
Net (increase) decrease of FHLB and FRB stock		(117,050	)		155,250
Loans originated or acquired		(182,200,307	)		(173,628,906	)
Principal collected on loans		168,063,366			147,989,755
Purchase of premises and equipment		(455,356	)		(4,253,518	)
Proceeds from sale of OREO		712,945			344,512
Proceeds from disposal of asset		11,000			-

Net Cash Provided by Investing Activities		1,588,561			4,135,141

THE COMMUNITY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 (continued)

	Nine Months Ended
	September 30,
	2013			2012

Cash Flows from Financing Activities
Net decrease in deposits	$	(2,982,829	)	$	(4,265,600	)
Proceeds from long-term borrowings		10,000,000			-
Payments of long-term borrowings		(38,360	)		(36,854	)
Net increase in short term borrowings		1,640,000			-
Exercise of stock options		125,222			67,391
Dividends Paid		(1,063,992	)		(1,371,571	)
Net change in unearned ESOP shares		126,812			(1,942	)
Redemption of common stock		(302,519	)		(257,935	)
Net Cash Provided by (Used in) Financing Activities		7,504,334			(5,866,511	)
Increase in Cash and Cash Equivalents	$	15,600,850		$	7,076,806

Cash and Cash Equivalents - January 1		11,295,655			19,118,189
Cash and Cash Equivalents - September 30	$	26,896,505		$	26,194,995

Supplemental Disclosures of Cash Flow Information
Cash paid during the nine months for:
Interest	$	5,856,848		$	8,340,170
Income taxes	$	3,164,596		$	1,470,590

Supplemental Schedule of Non-Cash Operating Activities
Issuance of common stock for payment of compensation	$	249,129		$	263,088
Transfer from loans to OREO	$	1,390,286		$	2,165,376

See notes to Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

1. BASIS OF PRESENTATION

General - The consolidated financial statements of The Community Financial Corporation (formerly Tri-County Financial Corporation) (the “Company”) and its wholly owned subsidiary, Community Bank of the Chesapeake (formerly Community Bank of Tri-County) (the “Bank”), and the Bank’s wholly owned subsidiary, Community Mortgage Corporation of Tri-County, included herein are unaudited. The Bank conducts business through its main office in Waldorf, Maryland, and ten branch offices in Waldorf, Bryans Road, Dunkirk, Leonardtown, La Plata, Charlotte Hall, Prince Frederick, Lusby, California, Maryland; and Dahlgren, Virginia. Effective October 18, 2013, the Company changed its name from Tri-County Financial Corporation and the Bank changed its name from Community Bank of Tri-County. The new names reflect the Bank's recent expansion into the Northern Neck of Virginia. The name of the holding company changed to better align the parent company name with that of the Bank.

The consolidated financial statements reflect all adjustments consisting only of normal recurring accruals that, in the opinion of management, are necessary to present fairly the Company’s financial condition, results of operations, and cash flows for the periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The Company believes that the disclosures are adequate to make the information presented not misleading. The balances as of December 31, 2012 have been derived from audited financial statements. There have been no significant changes to the Company’s accounting policies as disclosed in the 2012 Annual Report. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results of operations to be expected for the remainder of the year or any other period. Certain previously reported amounts have been restated to conform to the 2013 presentation.

These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s 2012 Annual Report.

In October 2013, the Company completed a stock offering and issued 1,591,300 shares of common stock at a price of $18.75 per share resulting in net proceeds of $27.4 million after commissions and related offering expenses. The additional capital raise was completed in the fourth quarter 2013 and is not reflected in the financial statements as of September 30, 2013.

2. NATURE OF BUSINESS

The Company provides a variety of financial services to individuals and businesses through its offices in Southern Maryland and King George, Virginia. Its primary deposit products are demand, savings and time deposits, and its primary lending products are commercial and residential mortgage loans, commercial loans, construction and land development loans, home equity and second mortgages and commercial equipment loans.

3. FAIR VALUE MEASUREMENTS

The Company adopted FASB ASC Topic 820, “Fair Value Measurements” and FASB ASC Topic 825, “The Fair Value Option for Financial Assets and Financial Liabilities”, which provides a framework for measuring and disclosing fair value under generally accepted accounting principles. FASB ASC Topic 820 requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the measurements are made on a recurring basis (for example, available for sale investment securities) or on a nonrecurring basis (for example, impaired loans).

FASB ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC Topic 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company utilizes fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis such as loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

Under FASB ASC Topic 820, the Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine the fair value. These hierarchy levels are:

Level 1 inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

Level 2 inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s monthly or quarterly valuation process.

There were no transfers between levels of the fair value hierarchy and the Company had no Level 3 fair value assets or liabilities for the three and nine months ended September 30, 2013 and the year ended December 31, 2012, respectively.

Following is a description of valuation methodologies used for assets and liabilities recorded at fair value:

Securities Available for Sale

Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities (“GSEs”), municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.

Loans Receivable

The Company does not record loans at fair value on a recurring basis, however, from time to time, a loan is considered impaired and an allowance for loan loss is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan are considered impaired. Management estimates the fair value of impaired loans using one of several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Impaired loans not requiring a specific allowance represent loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans. At September 30, 2013 and December 31, 2012, substantially all of the impaired loans were evaluated based upon the fair value of the collateral. In accordance with FASB ASC 820, impaired loans where an allowance is established based on the fair value of collateral (loans with impairment) require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level 3.

Other Real Estate Owned (“OREO”)

OREO is adjusted for fair value upon transfer of the loans to foreclosed assets. Subsequently, OREO is carried at the lower of carrying value and fair value. Fair value is based upon independent market prices, appraised value of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the foreclosed asset as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the foreclosed asset at nonrecurring Level 3.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tables below present the recorded amount of assets as of September 30, 2013 and December 31, 2012 measured at fair value on a recurring basis.

	September 30, 2013
Description of Asset	Fair Value		Level 1		Level 2		Level 3
Available for sale securities
Asset-backed securities issued by GSEs
Collateralized Mortgage Obligations ("CMOs")	$	46,471,000	$	-	$	46,471,000	$	-
Mortgage Backed Securities ("MBS")		198,713		-		198,713		-
Corporate equity securities		38,698		-		38,698		-
Bond mutual funds		4,161,079		-		4,161,079		-
Total available for sale securities	$	50,869,490	$	-	$	50,869,490	$	-

	December 31, 2012
Description of Asset	Fair Value		Level 1		Level 2		Level 3
Available for sale securities
Asset-backed securities issued by GSEs
CMOs	$	42,655,799	$	-	$	42,655,799	$	-
MBS		231,386		-		231,386		-
Corporate equity securities		37,332		-		37,332		-
Bond mutual funds		4,281,146		-		4,281,146		-
Total available for sale securities	$	47,205,663	$	-	$	47,205,663	$	-

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company may be required from time to time to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. GAAP. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis as of September 30, 2013 and December 31, 2012 are included in the tables below.

	September 30, 2013
Description of Asset	Fair Value		Level 1		Level 2		Level 3
Loans with impairment
Commercial real estate	$	3,411,781	$	-	$	3,411,781	$	-
Residential first mortgage		530,170		-		530,170		-
Commercial loans		429,000		-		429,000		-
Total loans with impairment	$	4,370,951	$	-	$	4,370,951	$	-

Other real estate owned	$	7,058,504	$	-	$	7,058,504	$	-

	December 31, 2012
Description of Asset	Fair Value		Level 1		Level 2		Level 3
Loans with impairment
Commercial real estate	$	2,028,534	$	-	$	2,028,534	$	-
Residential first mortgage		602,290		-		602,290		-
Commercial loans		94,355		-		94,355		-
Total loans with impairment	$	2,725,179	$	-	$	2,725,179	$	-

Other real estate owned	$	6,891,353	$	-	$	6,891,353	$	-

Loans with impairment have unpaid principal balances of $5,415,721 and $4,272,836 at September 30, 2013 and December 31, 2012, respectively, and include impaired loans with a specific allowance.

4. INCOME TAXES

The Company files a consolidated federal income tax return with its subsidiaries. Deferred tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws and when it is considered more likely than not that deferred tax assets will be realized. It is the Company’s policy to recognize accrued interest and penalties related to unrecognized tax benefits as a component of tax expense.

5. EARNINGS PER COMMON SHARE (EPS)

Basic earnings per common share represent income available to common shareholders, divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued by the Company relate to outstanding stock options and are determined using the treasury stock method. As of September 30, 2013 and 2012, there were 101,549 and 187,367 shares, respectively, excluded from the diluted net income per share computation because the exercise price of the stock options were greater than the market price, and thus were anti-dilutive. Basic and diluted earnings per share have been computed based on weighted-average common and common equivalent shares outstanding as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Net Income	$	1,702,841		$	1,472,941		$	5,006,681		$	3,519,346
Less: dividends paid and accrued on preferred stock		(50,000	)		(50,000	)		(150,000	)		(150,000	)
Net income available to common shareholders	$	1,652,841		$	1,422,941		$	4,856,681		$	3,369,346

Average number of common shares outstanding		2,997,401			3,044,556			3,016,793			3,042,645
Effect of dilutive options		24,981			8,693			25,295			13,026
Average number of shares used to calculate diluted EPS		3,022,382			3,053,249			3,042,088			3,055,671

6. STOCK-BASED COMPENSATION

The Company has stock option and incentive arrangements to attract and retain key personnel. In May 2005, the 2005 Equity Compensation Plan (the “Plan”) was approved by the shareholders, which authorizes the issuance of restricted stock, stock appreciation rights, stock units and stock options to the Board of Directors and key employees. Compensation expense for service based awards is recognized over the vesting period. Performance based awards are recognized based on a vesting, if applicable, and the probability of achieving the goals.

Stock-based compensation expense totaled $159,089 and $91,826 for the nine months ended September 30, 2013 and 2012, respectively, which consisted of grants of restricted stock and restricted stock units. Stock-based compensation for the nine months ended September 30, 2013 and 2012 included director compensation of $3,320 and $18,128, respectively, for stock granted in lieu of cash compensation for board fees. All outstanding options are fully vested and the Company has not granted any stock options since 2007.

The fair value of the Company’s outstanding employee stock options is estimated on the date of grant using the Black-Scholes option pricing model. The Company estimates expected market price volatility and expected term of the options based on historical data and other factors.

The exercise price for options granted is set at the discretion of the committee administering the Plan, but is not less than the market value of the shares as of the date of grant. An option’s maximum term is 10 years and the options vest at the discretion of the committee.

The following tables below summarize outstanding and exercisable options at September 30, 2013 and December 31, 2012.

				Weighted				Weighted-Average
				Average		Aggregate		Contractual Life
				Exercise		Intrinsic		Remaining In
	Shares			Price		Value		Years

Outstanding at January 1, 2013		236,059		$	18.49	$	164,304
Granted at fair value		-			-
Exercised		(16,009	)		13.63		73,518
Expired		-
Forfeited		(2	)		13.05
Outstanding at September 30, 2013		220,048		$	18.84	$	478,620		0.8

Exercisable at September 30, 2013		220,048		$	18.84	$	478,620		0.8

				Weighted				Weighted-Average
				Average		Aggregate		Contractual Life
				Exercise		Intrinsic		Remaining In
	Shares			Price		Value		Years

Outstanding at January 1, 2012		264,156		$	17.90	$	175,911
Granted at fair value		-			-
Exercised		(24,780	)		12.25		88,607
Expired		-
Forfeited		(3,317	)		18.25

Outstanding at December 31, 2012		236,059		$	18.49	$	164,304		1.0

Exercisable at December 31, 2012		236,059		$	18.49	$	164,304		1.0

Options outstanding are all currently exercisable and are summarized as follows:

Shares Outstanding		Weighted Average	Weighted Average
September 30, 2013		Remaining Contractual Life	Exercise Price

	39,668	1 years	$	12.97
	78,831	2 years		15.89
	80,138	3 years		22.29
	21,411	4 years		27.70
	220,048		$	18.84

The aggregate intrinsic value of outstanding stock options and exercisable stock options was $478,620 and $164,304 at September 30, 2013 and December 31, 2012, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $18.95 and $15.98 per share at September 30, 2013 and December 31, 2012, respectively, and the exercise price multiplied by the number of options outstanding.

The Company has outstanding restricted stock and stock units granted in accordance with the Plan. The following tables summarize the unvested restricted stock awards and units outstanding at September 30, 2013 and December 31, 2012, respectively.

	Restricted Stock					Restricted Stock Units
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Units			Fair Value

Nonvested at December 31, 2012		23,569		$	15.64		5,211		$	15.98
Granted		13,656			18.00		2,105			16.87
Vested		(16,678	)		16.35		(3,106	)		15.98

Nonvested at September 30, 2013		20,547		$	16.63		4,210		$	18.95

	Restricted Stock					Restricted Stock Units
	Number of Shares			Weighted Average Grant Date Fair Value		Number of Units			Fair Value

Nonvested at January 1, 2012		8,113		$	16.47		6,845		$	15.00
Granted		23,281			15.21		2,105			15.98
Vested		(7,825	)		15.20		(3,739	)		14.80

Nonvested at December 31, 2012		23,569		$	15.64		5,211		$	15.98

7. GUARANTEED PREFERRED BENEFICIAL INTEREST IN JUNIOR SUBORDINATED DEBENTURES (“TRUPs”)

On June 15, 2005, Tri-County Capital Trust II (“Capital Trust II”), a Delaware business trust formed, funded and wholly owned by the Company, issued $5,000,000 of variable-rate capital securities in a private pooled transaction. The variable rate is based on the 90-day LIBOR rate plus 1.70%. The Trust used the proceeds from this issuance, along with the $155,000 for Capital Trust II’s common securities, to purchase $5,155,000 of the Company’s junior subordinated debentures. The interest rate on the debentures and the trust preferred securities is variable and adjusts quarterly. These capital securities qualify as Tier I capital and are presented in the Consolidated Balance Sheets as “Guaranteed Preferred Beneficial Interests in Junior Subordinated Debentures.” Both the capital securities of Capital Trust II and the junior subordinated debentures are scheduled to mature on June 15, 2035, unless called by the Company.

On July 22, 2004, Tri-County Capital Trust I (“Capital Trust I”), a Delaware business trust formed, funded and wholly owned by the Company, issued $7,000,000 of variable-rate capital securities in a private pooled transaction. The variable rate is based on the 90-day LIBOR rate plus 2.60%. The Trust used the proceeds from this issuance, along with the Company’s $217,000 capital contribution for Capital Trust I’s common securities, to purchase $7,217,000 of the Company’s junior subordinated debentures. The interest rate on the debentures and the trust preferred securities is variable and adjusts quarterly. These debentures qualify as Tier I capital and are presented in the Consolidated Balance Sheets as “Guaranteed Preferred Beneficial Interests in Junior Subordinated Debentures.” Both the capital securities of Capital Trust I and the junior subordinated debentures are scheduled to mature on July 22, 2034, unless called by the Company.

8. PREFERRED STOCK

Small Business Lending Fund Preferred Stock

On September 22, 2011, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Secretary of the Treasury (the “Secretary”), pursuant to which the Company issued 20,000 shares of the Company’s Senior Non-Cumulative Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”), having a liquidation amount per share equal to $1,000, for a total purchase price of $20,000,000. The Purchase Agreement was entered into, and the Series C Preferred Stock was issued, as authorized by the Small Business Lending Fund program.

The Series C Preferred Stock is entitled to receive non-cumulative dividends, payable quarterly. The dividend rate can fluctuate on a quarterly basis during the first 10 quarters during which the Series C Preferred Stock is outstanding, based upon changes in the level of “Qualified Small Business Lending” or “QSBL” (as defined in the Purchase Agreement) by the Bank. Based upon the increase in the Bank’s level of QSBL over the baseline level calculated under the terms of the Purchase Agreement, the dividend rate for the initial dividend period was set at one percent (1%). For the second through ninth calendar quarters, the dividend rate may be adjusted to between one percent (1%) and five percent (5%) per annum, to reflect the amount of change in the Bank’s level of QSBL. If the level of the Bank’s qualified small business loans declines so that the percentage increase in QSBL as compared to the baseline level is less than 10%, then the dividend rate payable on the Series C Preferred Stock would increase. For the tenth calendar quarter through four and one half years after issuance, the dividend rate will be fixed at between one percent (1%) and seven percent (7%) based upon the increase in QSBL as compared to the baseline. After four and one half years from issuance, the dividend rate will increase to nine percent (9%). In addition, beginning on January 1, 2014, and on all Series C Preferred Stock dividend payment dates thereafter ending on April 1, 2016, if the Company had not increased its QSBL from the baseline as of the quarter ending September 30, 2013, the Company would have been required to pay to the Secretary, on each share of Series C Preferred Stock, but only out of assets legally available, a fee equal to 0.5% of the liquidation amount per share of Series C Preferred Stock. At September 30, 2013, the Company had increased its QSBL from the baseline so that the dividend rate should remain at 1% through four and one half years from issuance.

The Series C Preferred Stock is non-voting, except in limited circumstances. If the Company misses five dividend payments, whether or not consecutive, the holder of the Series C Preferred Stock will have the right, but not the obligation, to appoint a representative as an observer on the Company’s Board of Directors. The Series C Preferred Stock may be redeemed at any time at the Company’s option, at a redemption price of 100% of the liquidation amount plus accrued but unpaid dividends to the date of redemption for the current period, subject to the approval of our federal banking regulator. The Company is permitted to repay its SBLF funding in increments of 25% or $5.0 million, subject to the approval of its federal banking regulator.

The Series C Preferred Stock was issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Company has agreed to register the Series C Preferred Stock under certain circumstances set forth in Annex E to the Purchase Agreement. The Series C Preferred Stock is not subject to any contractual restrictions on transfer.

9. OTHER REAL ESTATE OWNED (“OREO”)

OREO assets are presented net of the allowance for losses. The Company considers OREO as classified assets for regulatory and financial reporting. An analysis of the activity follows.

	Nine Months Ended September 30,						Year Ended December 31,
	2013			2012			2012
Balance at beginning of year	$	6,891,353		$	5,028,513		$	5,028,513
Additions of underlying property		1,390,286			2,165,375			4,020,494
Disposals of underlying property		(722,599	)		(441,429	)		(1,483,449	)
Valuation allowance		(500,536	)		(657,226	)		(674,205	)
Balance at end of period	$	7,058,504		$	6,095,233		$	6,891,353

During the nine months ended September 30, 2013, the Bank recognized $215,345 in gains on the sale of OREO which consisted of the sale of four properties for net proceeds of $712,944 and net losses of $9,655 and the recognition of $225,000 of previously deferred gain from the sale of an OREO property that the Bank financed during 2011 that did not initially qualify for full accrual sales treatment under ASC Topic 360-20-40 “Property Plant and Equipment – Derecognition. During the nine months ended September 30, 2012, the Bank disposed of three OREO properties resulting in proceeds of $344,512 and recognized net losses of $96,917.

Expenses applicable to OREO assets include the following.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Valuation allowance	$	170,560	$	31,050	$	500,536	$	657,226
Operating expenses		41,080		54,529		105,168		85,374
	$	211,640	$	85,579	$	605,704	$	742,600

Operating expenses for the nine months ended September 30, 2012 included $7,600 in deposits refunded on sold foreclosed real estate.

10. SECURITIES

	September 30, 2013
	Amortized		Gross Unrealized		Gross Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
Securities available for sale (AFS)
Asset-backed securities issued by GSEs
Residential MBS	$	181,968	$	16,745	$	-	$	198,713
Residential CMOs		47,721,616		75,448		1,326,064		46,471,000
Corporate equity securities		37,310		1,572		184		38,698
Bond mutual funds		4,078,129		82,950		-		4,161,079
Total securities available for sale	$	52,019,023	$	176,715	$	1,326,248	$	50,869,490

Securities held to maturity (HTM)
Asset-backed securities issued by GSEs:
Residential MBS	$	23,722,148	$	684,723	$	186,163	$	24,220,708
Residential CMOs		63,583,106		385,242		864,471		63,103,877
Asset-backed securities issued by Others:
Residential CMOs		3,294,474		100,907		418,975		2,976,406
Total debt securities held to maturity		90,599,728		1,170,872		1,469,609		90,300,991

U.S. government obligations		749,887		75		-		749,962
Total securities held to maturity	$	91,349,615	$	1,170,947	$	1,469,609	$	91,050,953

	December 31, 2012
	Amortized		Gross Unrealized		Gross Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
Securities available for sale (AFS)
Asset-backed securities issued by GSEs
Residential MBS	$	198,400	$	32,986	$	-	$	231,386
Residential CMOs		42,507,542		266,775		118,518		42,655,799
Corporate equity securities		37,310		306		284		37,332
Bond mutual funds		4,012,609		268,537		-		4,281,146
Total securities available for sale	$	46,755,861	$	568,604	$	118,802	$	47,205,663

Securities held to maturity (HTM)
Asset-backed securities issued by GSEs:
Residential MBS	$	31,239,176	$	1,237,277	$	-	$	32,476,453
Residential CMOs		76,191,199		715,620		97,998		76,808,821
Asset-backed securities issued by Others:								-
Residential CMOs		4,439,118		197,028		484,343		4,151,803
Total debt securities held to maturity		111,869,493		2,149,925		582,341		113,437,077

U.S. government obligations		749,941		-		-		749,941
Total securities held to maturity	$	112,619,434	$	2,149,925	$	582,341	$	114,187,018

At September 30, 2013, certain asset-backed securities with an aggregate carrying value of $36.7 million were pledged to secure certain deposits. At September 30, 2013, asset-backed securities with an aggregate carrying value of $2.9 million were pledged as collateral for advances from the Federal Home Loan Bank of Atlanta.

At September 30, 2013, 98% of the asset-backed securities portfolio was rated AAA by Standard & Poor’s or the equivalent credit rating from another major rating agency. AFS asset-backed securities issued by GSEs had an average life of 5.12 years and an average duration of 4.68 years and are guaranteed by their issuer as to credit risk. HTM asset-backed securities issued by GSEs had an average life of 5.54 years and an average duration of 5.14 years and are guaranteed by their issuer as to credit risk.

At December 31, 2012, 97% of the asset-backed securities portfolio was rated AAA by Standard & Poor’s or the equivalent credit rating from another major rating agency. AFS asset-backed securities issued by GSEs had an average life of 3.43 years and average duration of 3.26 years and are guaranteed by their issuer as to credit risk. HTM asset-backed securities issued by GSEs had an average life of 3.43 years and average duration of 3.24 years and are guaranteed by their issuer as to credit risk.

We believe that AFS securities with unrealized losses will either recover in market value or be paid off as agreed. The Company intends to, and has the ability to, hold these securities to maturity. We believe that the losses are the result of general perceptions of safety and creditworthiness of the entire sector and a general disruption of orderly markets in the asset class.

Management has the ability and intent to hold the HTM securities with unrealized losses until they mature, at which time the Company will receive full value for the securities. Because our intention is not to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost basis, which may be maturity, management considers the unrealized losses in the held-to-maturity portfolio to be temporary.

No charges related to other-than-temporary impairment were made during the three and nine months ended September 30, 2013 and for the year ended December 31, 2012. During the year ended December 31, 2009, the Company recorded a charge of $148,000 related to other-than-temporary impairment on a single HTM CMO issue. At September 30, 2013, the CMO issue had a par value of $889,000, a market fair value of $611,000 and a carrying value of $511,000.

During the fourth quarter of the year ended December 31, 2012, the Company recognized net losses on the sale of securities of $3,736. The Company sold one AFS security with a carrying value of $1,469,911 and three HTM securities with aggregate carrying values of $3,796,011, recognizing a gain of $153,417 and losses of $157,153, respectively. The sale of HTM securities was permitted under ASC 320 “Investments - Debt and Equity Securities.” ASC 320-10-25-6 permits the sale of HTM securities for certain changes in circumstances. The Company sold the HTM positions due to a significant deterioration in the issues’ creditworthiness and the increase in regulatory risk weights mandated for risk-based capital purposes. There were no sales of AFS and HTM securities during the three and nine months ended September 30, 2013 and 2012, respectively.

AFS Securities

Gross unrealized losses and estimated fair value by length of time that the individual AFS securities have been in a continuous unrealized loss position at September 30, 2013 are as follows:

September 30, 2013	Less Than 12				More Than 12
	Months				Months				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Losses
Asset-backed securities issued by GSEs	$	33,460,034	$	1,098,769	$	5,623,802	$	227,295	$	39,083,836	$	1,326,064
Corporate equity securities		126		184		-		-		126		184
	$	33,460,160	$	1,098,953	$	5,623,802	$	227,295	$	39,083,962	$	1,326,248

At September 30, 2013, the AFS investment portfolio had an estimated fair value of $50,869,490, of which $39,083,962 or 77% of the securities had some unrealized losses from their amortized cost. The securities with unrealized losses are predominantly mortgage-backed securities issued by GSEs.

AFS securities issued by GSEs are guaranteed by the issuer. Total unrealized losses on the asset-backed securities issued by GSEs were $1,326,064 or 2.77% of the portfolio amortized cost of $47,903,584. AFS asset-backed securities issued by GSEs with unrealized losses have an average life of 5.22 years and an average duration of 4.74 years. We believe that the securities will either recover in market value or be paid off as agreed.

At December 31, 2012, the AFS investment portfolio had a fair value of $47,205,663 with unrealized losses from their amortized cost of $118,802. Asset-backed securities and corporate securities with unrealized losses had a fair value of $11,956,182 and all unrealized losses were for less than twelve months.

HTM Securities

Gross unrealized losses and estimated fair value by length of time that the individual HTM securities have been in a continuous unrealized loss position at September 30, 2013 are as follows:

September 30, 2013	Less Than 12				More Than 12
	Months				Months				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Losses
Asset-backed securities issued by GSEs	$	41,773,548	$	1,029,248	$	3,300,948	$	21,386	$	45,074,496	$	1,050,634
Asset-backed securities issued by other		-		-		2,258,562		418,975		2,258,562		418,975
	$	41,773,548	$	1,029,248	$	5,559,510	$	440,362	$	47,333,058	$	1,469,609

At September 30, 2013, the HTM investment portfolio had an estimated fair value of $91,050,953, of which $47,333,058 or 52%, of the securities had some unrealized losses from their amortized cost. Of these securities, $45,074,496 or 95%, are mortgage-backed securities issued by GSEs and the remaining $2,258,562 or 5%, were asset-backed securities issued by others.

HTM securities issued by GSEs are guaranteed by the issuer. Total unrealized losses on the asset-backed securities issued by GSEs were $1,050,634 or 1.20% of the portfolio amortized cost of $87,305,254. HTM asset-backed securities issued by GSEs with unrealized losses have an average life of 6.02 years and an average duration of 5.56 years. We believe that the securities will either recover in market value or be paid off as agreed. The Company intends to, and has the ability to, hold these securities to maturity.

HTM asset-backed securities issued by others are collateralized mortgage obligation securities. All of the securities have credit support tranches that absorb losses prior to the tranches that the Company owns. The Company reviews credit support positions on its securities regularly. Total unrealized losses on the asset-backed securities issued by others were $418,975, or 12.72% of the portfolio amortized cost of $3,294,474. HTM asset-backed securities issued by others with unrealized losses have an average life of 4.24 years and an average duration of 3.27 years.

Gross unrealized losses and estimated fair value by length of time that the individual HTM securities have been in a continuous unrealized loss position at December 31, 2012 are as follows:

December 31, 2012	Less Than 12				More Than 12
	Months				Months				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Losses
Asset-backed securities issued by GSEs	$	14,253,558	$	89,638	$	6,132,036	$	8,360	$	20,385,594	$	97,998
Asset-backed securities issued by other		-		-		3,057,666		484,343		3,057,666		484,343
	$	14,253,558	$	89,638	$	9,189,702	$	492,703	$	23,443,260	$	582,341

At December 31, 2012, the HTM investment portfolio had an estimated fair value of $114,187,018, of which $23,443,260, or 21% of the securities, had some unrealized losses from their amortized cost. Of these securities, $20,385,594, or 87%, are mortgage-backed securities issued by GSEs and the remaining $3,057,666, or 13%, were asset-backed securities issued by others.

HTM securities issued by GSEs are guaranteed by the issuer. Total unrealized losses on the asset-backed securities issued by GSEs were $97,998 or 0.09% of the portfolio amortized cost of $107,430,375. HTM asset-backed securities issued by GSEs with unrealized losses have an average life of 1.85 years and an average duration of 1.72 years. We believe that the securities will either recover in market value or be paid off as agreed. The Company intends to, and has the ability to, hold these securities to maturity.

HTM asset-backed securities issued by others are collateralized mortgage obligation securities. All of the securities have credit support tranches that absorb losses prior to the tranches that the Company owns. The Company reviews credit support positions on its securities regularly. Total unrealized losses on the asset-backed securities issued by others were $484,343, or 10.91% of the portfolio amortized cost of $4,439,118. HTM asset-backed securities issued by others with unrealized losses have an average life of 3.17 years and an average duration of 2.40 years.

Credit Quality of Asset-Backed Securities

The tables below present the Standard & Poor’s or equivalent credit rating from other major rating agencies for AFS and HTM asset-backed securities issued by GSEs and others at September 30, 2013 and December 31, 2012 by carrying value. The Company considers noninvestment grade securities rated BB+ or lower as classified assets for regulatory and financial reporting. GSE asset-backed security downgrades by Standard and Poor’s were treated as AAA based on regulatory guidance.

September 30, 2013			December 31. 2012
Credit Rating	Amount		Credit Rating	Amount
AAA	$	133,974,968	AAA	$	150,317,560
A+		-	A+		-
A		-	A		110,780
BBB		635,920	BBB		978,043
BBB-		106,045	BBB-		322,329
BB+		-	BB+		-
BB		836,679	BB		1,069,517
BB-		-	BB-		68,604
B+		66,873	B+		1,008,126
CCC+		874,410	CCC+		-
CCC		774,547	CCC		881,719
Total	$	137,269,442	Total	$	154,756,678

11. LOANS

Loans consist of the following:

	September 30, 2013		December 31, 2012

Commercial real estate	$	445,662,038	$	419,667,312
Residential first mortgages		161,861,710		177,663,354
Construction and land development		31,113,145		31,818,782
Home equity and second mortgages		21,711,980		21,982,375
Commercial loans		86,504,220		88,157,606
Consumer loans		901,800		995,206
Commercial equipment		21,085,197		16,267,684
		768,840,090		756,552,319
Less:
Deferred loan fees		880,086		664,610
Allowance for loan loss		8,079,277		8,246,957
		8,959,363		8,911,567

	$	759,880,727	$	747,640,752

At September 30, 2013, the Bank’s allowance for loan losses totaled $8,079,277, or 1.05% of loan balances, as compared to $8,246,957, or 1.09% of loan balances, at December 31, 2012. Management’s determination of the adequacy of the allowance is based on a periodic evaluation of the portfolio with consideration given to the overall loss experience, current economic conditions, size, growth and composition of the loan portfolio, financial condition of the borrowers and other relevant factors that, in management’s judgment, warrant recognition in providing an adequate allowance.

At December 31, 2012, gross loans included $1,454,757 from the sales of OREO property that the Bank financed during 2011 that did not qualify for full accrual sales treatment under ASC Topic 360-20-40 “Property Plant and Equipment – Derecognition”. The deferred gain balance was $225,000 at December 31, 2012. The Bank recognized the deferred gain of $225,000 during the three months ended September 30, 2013 as the transaction qualified for full accrual sales treatment under ASC Topic 360-20-40.

Risk Characteristics of Portfolio Segments

The Company manages its credit products and exposure to credit losses (credit risk) by the following specific portfolio segments (classes), which are levels at which the Company develops and documents its allowance for loan loss methodology. These segments are:

Commercial Real Estate (“CRE”)

Commercial and other real estate projects include office buildings, retail locations, churches, other special purpose buildings and commercial construction. Commercial construction balances were below 5% of the CRE portfolio at September 30, 2013 and December 31, 2012. The Bank offers both fixed-rate and adjustable-rate loans under these product lines. The primary security on a commercial real estate loan is the real property and the leases that produce income for the real property. The Bank generally limits its exposure to a single borrower to 15% of the Bank’s capital. Loans secured by commercial real estate are generally limited to 80% of the lower of the appraised value or sales price at origination and have an initial contractual loan payment period ranging from three to 20 years.

Loans secured by commercial real estate are larger and involve greater risks than one-to-four family residential mortgage loans. Because payments on loans secured by such properties are often dependent on the successful operation or management of the properties, repayment of such loans may be subject to a greater extent to adverse conditions in the real estate market or the economy.

Residential First Mortgages

Residential first mortgage loans made by the Bank are generally long term loans, amortized on a monthly basis, with principal and interest due each month. The initial contractual loan payment period for residential loans typically ranges from ten to 30 years. The Bank’s experience indicates that real estate loans remain outstanding for significantly shorter time periods than their contractual terms. Borrowers may refinance or prepay loans at their option, without penalty. The Bank originates both fixed-rate and adjustable-rate residential first mortgages.

The annual and lifetime limitations on interest rate adjustments may limit the increases in interest rates on these loans. There are also unquantifiable credit risks resulting from potential increased costs to the borrower as a result of repricing of adjustable-rate mortgage loans. During periods of rising interest rates, the risk of default on adjustable-rate mortgage loans may increase due to the upward adjustment of interest cost to the borrower.

Construction and Land Development

The Bank offers loans for the construction of one-to-four family dwellings. Generally, these loans are secured by the real estate under construction as well as by guarantees of the principals involved. In addition, the Bank offers loans to acquire and develop land, as well as loans on undeveloped, subdivided lots for home building by individuals.

A decline in demand for new housing might adversely affect the ability of borrowers to repay these loans. Construction and land development loans are inherently riskier than providing financing on owner-occupied real estate. The Bank’s risk of loss is affected by the accuracy of the initial estimate of the market value of the completed project as well as the accuracy of the cost estimates made to complete the project. In addition, the volatility of the real estate market has made it increasingly difficult to ensure that the valuation of land associated with these loans is accurate. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, the Bank may be required to advance funds beyond the amount originally committed to permit completion of the development. If the estimate of value proves to be inaccurate, a project’s value might be insufficient to assure full repayment. As a result of these factors, construction lending often involves the disbursement of substantial funds with repayment dependent, in part, on the success of the project rather than the ability of the borrower or guarantor to repay principal and interest. If the Bank forecloses on a project, there can be no assurance that the Bank will be able to recover all of the unpaid balance of, and accrued interest on, the loan as well as related foreclosure and holding costs.

Home Equity and Second Mortgage Loans

The Bank maintains a portfolio of home equity and second mortgage loans. These products contain a higher risk of default than residential first mortgages as in the event of foreclosure, the first mortgage would need to be paid off prior to collection of the second mortgage. This risk has been heightened as the market value of residential property has declined.

Commercial Loans

The Bank offers commercial loans to its business customers. The Bank offers a variety of commercial loan products including term loans and lines of credit. Such loans are generally made for terms of five years or less. The Bank offers both fixed-rate and adjustable-rate loans under these product lines. When making commercial business loans, the Bank considers the financial condition of the borrower, the borrower’s payment history of both corporate and personal debt, the projected cash flows of the business, the viability of the industry in which the consumer operates, the value of the collateral, and the borrower’s ability to service the debt from income. These loans are primarily secured by equipment, real property, accounts receivable, or other security as determined by the Bank.

Commercial loans are made on the basis of the borrower’s ability to make repayment from the cash flows of the borrower’s business. As a result, the availability of funds for the repayment of commercial loans may depend substantially on the success of the business itself.

Consumer Loans

The Bank has developed a number of programs to serve the needs of its customers with primary emphasis upon loans secured by automobiles, boats, recreational vehicles and trucks. The Bank also makes home improvement loans and offers both secured and unsecured personal lines of credit. Consumer loans entail greater risk from other loan types due to being secured by rapidly depreciating assets or the reliance on the borrower’s continuing financial stability.

Commercial Equipment Loans

These loans consist primarily of fixed-rate, short-term loans collateralized by a commercial customer’s equipment. When making commercial equipment loans, the Bank considers the same factors it considers when underwriting a commercial business loan. Commercial loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flows of the borrower’s business. As a result, the availability of funds for the repayment of commercial loans may depend substantially on the success of the business itself. In the case of business failure, collateral would need to be liquidated to provide repayment for the loan. In many cases, the highly specialized nature of collateral equipment would make full recovery from the sale of collateral problematic.

Non-accrual and Past Due Loans

Non-accrual loans as of September 30, 2013 and December 31, 2012 were as follows:

	September 30, 2013
	90 or Greater Days Delinquent		Number of Loans		Non-accrual Performing Loans		Number of Loans		Total Dollars		Total Number of Loans

Commercial real estate	$	2,947,607		9	$	3,728,175		2	$	6,675,782		11
Residential first mortgages		2,155,122		7		565,802		3		2,720,924		10
Commercial loans		5,670,331		10		-		-		5,670,331		10
Consumer loans		-		-		31,935		1		31,935		1
Commercial equipment		316,662		5		-		-		316,662		5
	$	11,089,722		31	$	4,325,912		6	$	15,415,634		37

	December 31, 2012
	90 or Greater Days Delinquent		Number of Loans		Non-accrual Performing Loans		Number of Loans		Total Dollars		Total Number of Loans

Commercial real estate	$	1,527,844		7	$	3,802,947		2	$	5,330,791		9
Residential first mortgages		3,169,404		10		569,693		3		3,739,097		13
Home equity and second mortgages		71,296		2		-		-		71,296		2
Commercial loans		3,732,090		11		-		-		3,732,090		11
Consumer loans		-		-		51,748		1		51,748		1
Commercial equipment		216,383		4		-		-		216,383		4
	$	8,717,017		34	$	4,424,388		6	$	13,141,405		40

The Bank categorized six performing loans totaling $4,325,912 and $4,424,388 as non-accrual loans at September 30, 2013 and December 31, 2012, respectively. These six loans represent one well-secured commercial relationship with no specific reserves in the allowance due to the Bank's superior credit position with underlying collateral, which consists primarily of commercial real estate. As of September 30, 2013, the Bank had received all scheduled interest and principal payments on this relationship. It is management’s belief that there is no current risk of loss to the Bank for this relationship. These loans were classified as non-accrual loans due to the customer’s operating results. In accordance with the Company’s policy, interest income is recognized on a cash-basis for these loans.

Non-accrual loans on which the recognition of interest has been discontinued, which did not have a specific allowance for impairment, amounted to $12,932,327 and $11,371,542 at September 30, 2013 and December 31, 2012, respectively. Interest due but not recognized on these balances at September 30, 2013 and December 31, 2012 was $432,916 and $443,856, respectively. Non-accrual loans with a specific allowance for impairment on which the recognition of interest has been discontinued amounted to $2,483,307 and $1,769,863 at September 30, 2013 and December 31, 2012, respectively. Interest due but not recognized on these balances at September 30, 2013 and December 31, 2012 was $180,751 and $182,106, respectively.

An analysis of past due loans as of September 30, 2013 and December 31, 2012 was as follows:

September 30, 2013	Current		31-60 Days		61-89 Days		90 or Greater Days		Total Past Due		Total Loan Receivables
Commercial real estate	$	440,735,812	$	-	$	1,978,619	$	2,947,607	$	4,926,226	$	445,662,038
Residential first mortgages		159,568,816		-		137,772		2,155,122		2,292,894		161,861,710
Construction and land dev.		30,786,474		326,671		-		-		326,671		31,113,145
Home equity and second mortgages		21,388,847		199,217		123,916		-		323,133		21,711,980
Commercial loans		80,633,889		200,000		-		5,670,331		5,870,331		86,504,220
Consumer loans		898,574		3,226		-		-		3,226		901,800
Commercial equipment		20,730,853		37,682		-		316,662		354,344		21,085,197
Total	$	754,743,265	$	766,796	$	2,240,307	$	11,089,722	$	14,096,825	$	768,840,090

December 31, 2012
Commercial real estate	$	416,721,658	$	-	$	1,417,810	$	1,527,844	$	2,945,654	$	419,667,312
Residential first mortgages		173,593,886		97,307		802,757		3,169,404		4,069,468		177,663,354
Construction and land dev.		31,818,782		-		-		-		-		31,818,782
Home equity and second mortgages		21,499,018		350,715		61,346		71,296		483,357		21,982,375
Commercial loans		84,384,426		-		41,090		3,732,090		3,773,180		88,157,606
Consumer loans		983,094		9,363		2,749		-		12,112		995,206
Commercial equipment		15,659,007		371,921		20,373		216,383		608,677		16,267,684
Total	$	744,659,871	$	829,306	$	2,346,125	$	8,717,017	$	11,892,448	$	756,552,319

There were no accruing loans 90 days or greater past due at September 30, 2013 and December 31, 2012, respectively.

Allowance for Loan Losses

The following tables detail activity in the allowance for loan losses at and for the three and nine months ended September 30, 2013 and September 30, 2012, respectively, and the year ended December 31, 2012 and loan receivable balances at September 30, 2013 and September 30, 2012, respectively, and at December 31, 2012. An allocation of the allowance to one category of loans does not prevent the Company’s ability to utilize the allowance to absorb losses in a different category. The loan receivables are disaggregated on the basis of the Company’s impairment methodology.

	Commercial Real Estate			Residential First Mortgage			Construction and Land Development			Home Equity and Second Mtg.			Commercial Loans			Consumer Loans			Commercial Equipment			Total
At and For the Three Months Ended September 30, 2013
Allowance for loan losses:
Balance at July 1,	$	3,358,001		$	1,960,882		$	600,525		$	364,281		$	1,519,332		$	13,972		$	216,560		$	8,033,553
Charge-offs		(140,048	)		(80,110	)		(50	)		(155	)		(28,576	)		(1,012	)		(31	)		(249,982	)
Recoveries		-			154			-			-			168			28			9,746			10,096
Provisions		311,035			(177,787	)		(131,581	)		(45,812	)		272,009			1,539			56,207			285,610
Balance at September 30,	$	3,528,988		$	1,703,139		$	468,894		$	318,314		$	1,762,933		$	14,527		$	282,482		$	8,079,277
At and For the Nine Months Ended September 30, 2013
Allowance for loan losses:
Balance at January 1,	$	4,089,834		$	1,083,228		$	533,430		$	279,819		$	1,949,024		$	19,341		$	292,281		$	8,246,957
Charge-offs		(140,048	)		(139,048	)		(36,012	)		(111,038	)		(434,149	)		(10,003	)		(22,008	)		(892,306	)
Recoveries		-			11,054			-			-			12,059			2,010			59,293			84,416
Provisions		(420,798	)		747,905			(28,524	)		149,533			235,999			3,179			(47,084	)		640,210
Balance at September 30,	$	3,528,988		$	1,703,139		$	468,894		$	318,314		$	1,762,933		$	14,527		$	282,482		$	8,079,277
Ending balance: individually evaluated for impairment	$	559,333		$	170,741		$	-		$	-		$	291,821		$	-		$	22,875		$	1,044,770
Ending balance: collectively evaluated for impairment	$	2,969,655		$	1,532,398		$	468,894		$	318,314		$	1,471,112		$	14,527		$	259,607		$	7,034,507
Loan receivables:
Ending balance	$	445,662,038		$	161,861,710		$	31,113,145		$	21,711,980		$	86,504,220		$	901,800		$	21,085,197		$	768,840,090
Ending balance: individually evaluated for impairment	$	19,856,516		$	3,882,548		$	5,349,737		$	58,000		$	11,054,771		$	31,935		$	316,662		$	40,550,169
Ending balance: collectively evaluated for impairment	$	425,805,522		$	157,979,162		$	25,763,408		$	21,653,980		$	75,449,449		$	869,865		$	20,768,535		$	728,289,921

	Commercial Real Estate			Residential First Mortgage			Construction and Land Development			Home Equity and Second Mtg.			Commercial Loans			Consumer Loans			Commercial Equipment			Total
At and For the Year Ended December 31, 2012
Allowance for loan losses:
Balance at January 1,	$	2,525,199		$	539,205		$	354,385		$	143,543		$	3,850,294		$	19,119		$	223,296		$	7,655,041
Charge-offs		(486,431	)		(10,987	)		(140,835	)		(210,753	)		(1,003,824	)		(4,994	)		(168,802	)		(2,026,626	)
Recoveries		-			37,524			-			-			51,350			987			-			89,861
Provisions		2,051,066			517,486			319,880			347,029			(948,796	)		4,229			237,787			2,528,681
Balance at December 31,	$	4,089,834		$	1,083,228		$	533,430		$	279,819		$	1,949,024		$	19,341		$	292,281		$	8,246,957
Ending balance: individually evaluated for impairment	$	785,878		$	403,475		$	-		$	-		$	353,883		$	-		$	4,421		$	1,547,657
Ending balance: collectively evaluated for impairment	$	3,303,956		$	679,753		$	533,430		$	279,819		$	1,595,141		$	19,341		$	287,860		$	6,699,300
Loan receivables:
Ending balance	$	419,667,312		$	177,663,354		$	31,818,782		$	21,982,375		$	88,157,606		$	995,206		$	16,267,684		$	756,552,319
Ending balance: individually evaluated for impairment	$	21,618,890		$	3,367,827		$	4,877,868		$	291,000		$	8,778,681		$	51,748		$	4,421		$	38,990,435
Ending balance: collectively evaluated for impairment	$	398,048,422		$	174,295,527		$	26,940,914		$	21,691,375		$	79,378,925		$	943,458		$	16,263,263		$	717,561,884

	Commercial Real Estate			Residential First Mortgage			Construction and Land Development			Home Equity and Second Mtg.			Commercial Loans			Consumer Loans			Commercial Equipment			Total
At and For the Three Months Ended September 30, 2012
Allowance for loan losses:
Balance at July 1,	$	3,478,458		$	901,505		$	596,854		$	212,791		$	1,968,491		$	18,316		$	287,722		$	7,464,137
Charge-offs		(50,034	)		(10,991	)		(5,995	)		(46,989	)		(413	)		-			(90	)		(114,512	)
Recoveries		-			429			-			-			23			-			-			452
Provisions		683,311			(3,991	)		40,378			18,402			(14,062	)		1,505			20,532			746,075
Balance at September 30,	$	4,111,735		$	886,952		$	631,237		$	184,204		$	1,954,039		$	19,821		$	308,164		$	8,096,152
At and For the Nine Months Ended September 30, 2012
Allowance for loan losses:
Balance at January 1,	$	2,525,199		$	539,205		$	354,385		$	143,543		$	3,850,294		$	19,119		$	223,296		$	7,655,041
Charge-offs		(171,867	)		(10,991	)		(5,995	)		(88,931	)		(693,461	)		(999	)		(149,884	)		(1,122,128	)
Recoveries		-			37,676			-			-			1,983			-			-			39,659
Provisions		1,758,403			321,062			282,847			129,592			(1,204,777	)		1,701			234,752			1,523,580
Balance at September 30,	$	4,111,735		$	886,952		$	631,237		$	184,204		$	1,954,039		$	19,821		$	308,164		$	8,096,152
Ending balance: individually evaluated for impairment	$	1,122,590		$	247,541		$	134,500		$	21,855		$	499,654		$	-		$	4,715		$	2,030,855
Ending balance: collectively evaluated for impairment	$	2,989,145		$	639,411		$	496,737		$	162,349		$	1,454,385		$	19,821		$	303,449		$	6,065,297
Loan receivables:
Ending balance	$	406,261,770		$	176,825,516		$	31,639,206		$	21,940,441		$	86,057,488		$	1,047,046		$	17,246,112		$	741,017,579
Ending balance: individually evaluated for impairment	$	23,039,920		$	4,011,851		$	5,217,025		$	293,855		$	12,972,808		$	60,925		$	4,715		$	45,601,099
Ending balance: collectively evaluated for impairment	$	383,221,850		$	172,813,665		$	26,422,181		$	21,646,586		$	73,084,680		$	986,121		$	17,241,397		$	695,416,480

Credit Quality Indicators

A risk grading scale is used to assign grades to commercial real estate, construction and land development, commercial loans and commercial equipment loans. Loans are graded at inception, annually thereafter when financial statements are received and at other times when there is an indication that a credit may have weakened or improved. Only commercial loan relationships with an aggregate exposure to the Bank of $750,000 or greater are subject to being risk rated.

Residential first mortgages, home equity and second mortgages and consumer loans are evaluated for creditworthiness in underwriting and are monitored based on borrower payment history. These loans are classified as unrated unless they are part of a larger commercial relationship that requires grading or are troubled debt restructures or nonperforming loans with an Other Assets Especially Mentioned (“OAEM”) or higher risk rating due to a delinquent payment history.

Management regularly reviews credit quality indicators as part of its individual loan reviews and on a monthly and quarterly basis. The overall quality of the Bank’s loan portfolio is assessed using the Bank’s risk grading scale, the level and trends of net charge-offs, nonperforming loans and delinquencies, the performance of troubled debt restructured loans and the general economic conditions in the Company’s geographical market. This review process is assisted by frequent internal reporting of loan production, loan quality, concentrations of credit, loan delinquencies and nonperforming and potential problem loans. Credit quality indicators and allowance factors are adjusted based on management’s judgment during the monthly and quarterly review process.

Loans subject to risk ratings are graded on a scale of one to ten. The Company considers loans classified substandard, doubtful and loss as classified assets for regulatory and financial reporting.

Ratings 1 thru 6 - Pass

Ratings 1 thru 6 have asset risks ranging from excellent low risk to adequate. The specific rating assigned considers customer history of earnings, cash flows, liquidity, leverage, capitalization, consistency of debt service coverage, the nature and extent of customer relationship and other relevant specific business factors such as the stability of the industry or market area, changes to management, litigation or unexpected events that could have an impact on risks.

Rating 7 - OAEM (Other Assets Especially Mentioned) – Special Mention

These credits, while protected by the financial strength of the borrowers, guarantors or collateral, have reduced quality due to economic conditions, less than adequate earnings performance or other factors which require the lending officer to direct more than normal attention to the credit. Financing alternatives may be limited and/or command higher risk interest rates. OAEM loans are the first adversely classified assets on our watch list. These relationships will be reviewed at least quarterly.

Rating 8 - Substandard

Substandard assets are assets that are inadequately protected by the sound worth or paying capacity of the borrower or of the collateral pledged. These assets have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified substandard. The loans may have a delinquent history or combination of weak collateral, weak guarantor strength or operating losses. When a loan is assigned to this category the Bank may estimate a specific reserve in the loan loss allowance analysis. These assets listed may include assets with histories of repossessions or some that are non-performing bankruptcies. These relationships will be reviewed at least quarterly.

Rating 9 - Doubtful

Doubtful assets have many of the same characteristics of Substandard with the exception that the Bank has determined that loss is not only possible but is probable and the risk is close to certain that loss will occur. When a loan is assigned to this category the Bank will identify the probable loss and it will receive a specific reserve in the loan loss allowance analysis. These relationships will be reviewed at least quarterly.

Rating 10 - Loss

Once an asset is identified as a definite loss to the Bank, it will receive the classification of “loss”. There may be some future potential recovery; however it is more practical to write off the loan at the time of classification. Losses will be taken in the period in which they are determined to be uncollectable.

Credit quality indicators as of September 30, 2013 and December 31, 2012 were as follows:

Credit Risk Profile by Internally Assigned Grade

	Commercial Real Estate				Construction and Land Dev.
	9/30/2013		12/31/2012		9/30/2013		12/31/2012

Unrated	$	63,842,162	$	59,930,126	$	4,339,477	$	4,330,321
Pass		351,452,830		329,882,941		18,631,753		19,752,749
Special mention		5,790,532		4,880,758		-		-
Substandard		24,576,514		24,973,487		8,141,915		7,735,712
Doubtful		-		-		-		-
Loss		-		-		-		-
Total	$	445,662,038	$	419,667,312	$	31,113,145	$	31,818,782

	Commercial Loans				Commercial Equipment
	9/30/2013		12/31/2012		9/30/2013		12/31/2012

Unrated	$	11,401,481	$	11,627,726	$	5,938,295	$	5,082,713
Pass		60,365,389		64,436,809		15,121,129		11,180,550
Special mention		402,000		-		2,898		-
Substandard		14,335,350		12,093,071		22,875		4,421
Doubtful		-		-		-		-
Loss		-		-		-		-
Total	$	86,504,220	$	88,157,606	$	21,085,197	$	16,267,684

Credit Risk Profile Based on Payment Activity

	Residential First Mortgages				Home Equity and Second Mtg.				Consumer Loans
	9/30/2013		12/31/2012		9/30/2013		12/31/2012		9/30/2013		12/31/2012

Performing	$	159,706,588	$	174,493,950	$	21,711,980	$	21,911,079	$	901,800	$	995,206
Nonperforming		2,155,122		3,169,404		-		71,296		-		-
Total	$	161,861,710	$	177,663,354	$	21,711,980	$	21,982,375	$	901,800	$	995,206

Impaired Loans and Troubled Debt Restructures (“TDRs”)

Impaired loans, including TDRs, at September 30, 2013 and September 30, 2012, respectively, and at December 31, 2012 were as follows:

September 30, 2013	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Three Month Average Recorded Investment		Three Month Interest Income Recognized		Nine Month Average Recorded Investment		Nine Month Interest Income Recognized
Commercial real estate	$	20,025,629	$	15,885,402	$	3,971,114	$	19,856,516	$	559,333	$	20,010,465	$	207,372	$	20,162,244	$	631,913
Residential first mortgages		3,882,548		3,181,637		700,911		3,882,548		170,741		3,910,884		30,371		3,919,666		96,616
Construction and land dev.		5,349,737		5,349,737		-		5,349,737		-		5,363,126		77,157		5,311,703		223,963
Home equity and second mtg.		58,000		58,000		-		58,000		-		120,000		1,486		216,556		6,016
Commercial loans		11,054,771		10,333,950		720,821		11,054,771		291,821		11,028,319		66,604		10,967,594		292,138
Consumer loans		31,935		31,935		-		31,935		-		36,393		1,112		43,199		2,759
Commercial equipment		335,563		293,787		22,875		316,662		22,875		336,106		1,238		350,886		7,740
Total	$	40,738,183	$	35,134,448	$	5,415,721	$	40,550,169	$	1,044,770	$	40,805,293	$	385,340	$	40,971,848	$	1,261,145

December 31, 2012	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment		Interest Income Recognized
Commercial real estate	$	21,618,890	$	18,804,478	$	2,814,412	$	21,618,890	$	785,878	$	22,501,842	$	1,119,715
Residential first mortgages		3,367,827		2,362,062		1,005,765		3,367,827		403,475		3,388,867		157,595
Construction and land dev.		4,877,868		4,877,868		-		4,877,868		-		4,792,982		276,260
Home equity and second mtg.		291,000		291,000		-		291,000		-		221,000		6,783
Commercial loans		8,778,681		8,330,442		448,238		8,778,681		353,883		9,153,074		284,095
Consumer loans		51,748		51,748		-		51,748		-		64,459		5,284
Commercial equipment		4,421		-		4,421		4,421		4,421		5,112		318
Total	$	38,990,435	$	34,717,598	$	4,272,836	$	38,990,435	$	1,547,657	$	40,127,336	$	1,850,050

September 30, 2012	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Three Month Average Recorded Investment		Three Month Interest Income Recognized		Nine Month Average Recorded Investment		Nine Month Interest Income Recognized
Commercial real estate	$	23,497,570	$	19,699,656	$	3,340,264	$	23,039,920	$	1,122,590	$	23,128,253	$	282,740	$	23,257,586	$	872,500
Residential first mortgages		4,011,851		2,347,285		1,664,567		4,011,851		247,541		4,021,446		35,750		4,025,659		121,746
Construction and land dev.		5,217,025		5,082,525		134,500		5,217,025		134,500		5,145,911		90,653		5,701,121		205,509
Home equity and second mtg.		293,855		272,000		21,855		293,855		21,855		246,399		1,870		220,572		5,373
Commercial loans		13,572,808		12,196,993		775,815		12,972,808		499,654		13,486,660		105,044		13,871,661		321,821
Consumer loans		60,925		60,925		-		60,925		-		63,492		1,557		70,365		4,500
Commercial equipment		4,715		-		4,715		4,715		4,715		4,909		83		5,309		266
Total	$	46,658,749	$	39,659,384	$	5,941,716	$	45,601,099	$	2,030,855	$	46,097,070	$	517,697	$	47,152,273	$	1,531,715

TDRs, included in the impaired loan schedules above, as of September 30, 2013 and December 31, 2012, respectively were as follows:

	September 30, 2013				December 31, 2012
	Dollars		Number of Loans		Dollars		Number of Loans

Commercial real estate	$	3,152,197		8	$	3,097,214		7
Residential first mortgages		1,485,600		4		1,418,229		3
	$	4,637,797		12	$	4,515,443		10

At December 31, 2012, all TDRs were performing according to the terms of their restructured agreements and there were no amounts specifically reserved for TDRs. At September 30, 2013, one TDR loan of $323,976 was over 90 days past due and the specific reserve of the allowance for loan losses was $12,000. Interest income in the amount of $155,812 and $220,326 was recognized on these loans for the nine months ended September 30, 2013 and the year ended December 31, 2012, respectively.

During the nine months ended September 30, 2013, the Bank entered into one TDR for $77,165 for a residential first mortgage and one TDR for $60,000 for a commercial real estate mortgage. TDR activity for the nine months ended September 30, 2013 included only two additions to the number of TDRs. During the year ended December 31, 2012, the Bank entered into TDRs for eight commercial real estate loans totaling $3,212,894 and three residential first mortgages totaling $1,419,657. For the year ended December 31, 2012, two commercial real estate TDR loans were charged-off in the amount of $415,995. One of the two charged-off commercial real estate loans was transferred to OREO with a balance of $382,500.

12. LOANS HELD FOR SALE

Residential mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value, in the aggregate. Fair value is derived from secondary market quotations for similar instruments. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income.

Residential mortgage loans held for sale are generally sold with the mortgage servicing rights retained by the Company. The carrying value of mortgage loans sold is reduced by the cost allocated to the associated servicing rights. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loans sold, using the specific identification method.

The Company enters into contractual commitments with potential borrowers, including loan commitments and rate-lock commitments for the origination of residential mortgage loans that will be held for sale in the secondary market. The period of time between issuance of a loan commitment and closing and sale of the loan generally ranges from 15 to 60 days. These commitments, which contain fixed expiration dates, offer the borrower an interest rate guarantee provided the loan meets underwriting guidelines and subsequently closes within the timeframe established by the Company.

The interest rate-lock commitments are derivative financial instruments. Interest rate risk arises on these commitments and subsequently closed loans held for sale if interest rates change between the time of interest rate-lock and the delivery of the loan to a secondary market investor. To mitigate interest rate risk, the Company sells certain loans forward into the secondary market at a specified price with a specified date on a best efforts basis. These forward sales, which are entered into as a result of an interest rate-lock commitment with the Bank’s customer, are derivative financial instruments. The Company does not recognize gains or losses due to interest rate changes for loans sold forward on a best effort basis. The Bank had no loans held for sale at September 30, 2013 and 2012, respectively.

13. NEW ACCOUNTING STANDARDS

Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2011-11; “Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities”. ASU 2011-11 amends Topic 210 “Balance Sheet,” to require an entity to disclose both gross and net information about financial instruments, such as sales and repurchase agreements, borrowing/lending arrangements and derivative instruments with a right of offset. ASU 2011-11 was effective for the Company beginning on January 1, 2013 and did have a material impact on the Company’s consolidated financial statements.

ASU 2013-02 – Comprehensive Income (Topic 220) – Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” The new guidance requires the presentation of significant amounts reclassified in a separate footnote and cross referencing to related footnote disclosures, if applicable. ASU 2013-02 was effective for the Company prospectively beginning on January 1, 2013 and did have a material impact on the Company’s consolidated financial statements.

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Therefore, any aggregate unrealized gains or losses should not be interpreted as a forecast of future earnings or cash flows. Furthermore, the fair values disclosed should not be interpreted as the aggregate current value of the Company.

September 30, 2013					Fair Value Measurements
Description of Asset	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Investment securities - AFS	$	50,869,490	$	50,869,490	$	-	$	50,869,490	$	-
Investment securities - HTM		91,349,615		91,050,953		749,962		90,300,991		-
FHLB and FRB Stock		5,593,100		6,198,000		-		6,198,000		-
Loans		759,880,727		753,916,000		-		753,916,000		-
Other real estate owned		7,058,504		7,058,504		-		7,058,504		-

Liabilities
Savings, NOW and money market accounts	$	432,564,049	$	432,564,049	$	-	$	432,564,049	$	-
Time deposits		384,683,410		387,119,000		-		387,119,000		-
Long-term debt		70,488,848		71,382,000		-		71,382,000		-
Short term borrowings		2,640,000		2,640,000		-		2,640,000		-
TRUPs		12,000,000		2,400,000		-		2,400,000		-

At December 31, 2012					Fair Value Measurements
Description of Asset	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Investment securities - AFS	$	47,205,663	$	47,205,663	$	-	$	47,205,663	$	-
Investment securities - HTM		112,619,434		114,187,018		749,941		113,437,077		-
FHLB and FR Stock		5,476,050		5,469,000		-		5,469,000		-
Loans		747,640,752		757,387,000		-		757,387,000		-
Other real estate owned		6,891,353		6,891,353		-		6,891,353		-

Liabilities
Savings, NOW and money market accounts	$	414,776,285	$	414,776,285	$	-	$	414,776,285	$	-
Time deposits		405,454,003		410,257,000		-		410,257,000		-
Long-term debt		60,527,208		64,252,000		-		64,252,000		-
Short term borrowings		1,000,000		1,000,000		-		1,000,000		-
TRUPs		12,000,000		2,400,000		-		2,400,000		-

At September 30, 2013, the Company had outstanding loan commitments and standby letters of credit of $25.8 million and $24.7 million, respectively. Based on the short-term lives of these instruments, the Company does not believe that the fair value of these instruments differs significantly from their carrying values.

Valuation Methodology

Investment securities and FHLB and FRB stock - Fair values are based on quoted market prices or dealer quotes. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

Loans receivable - For conforming residential first-mortgage loans, the market price for loans with similar coupons and maturities was used. For nonconforming loans with maturities similar to conforming loans, the coupon was adjusted for credit risk. Loans that did not have quoted market prices were priced using the discounted cash flow method. The discount rate used was the rate currently offered on similar products. Loans priced using the discounted cash flow method included residential construction loans, commercial real estate loans and consumer loans. The estimated fair value of loans held for sale is based on the terms of the related sale commitments.

Other real estate owned - Fair value is based upon independent market prices, appraised value of the collateral or management’s estimation of the value of the collateral.

Deposits - The fair value of checking accounts, saving accounts and money market accounts were the amount payable on demand at the reporting date.

Time certificates - The fair value was determined using the discounted cash flow method. The discount rate was equal to the rate currently offered on similar products.

Long-term debt and other borrowed funds - These were valued using the discounted cash flow method. The discount rate was equal to the rate currently offered on similar borrowings.

Guaranteed preferred beneficial interest in junior subordinated securities (TRUPs) - These were valued using discounted cash flows. The discount rate was equal to the rate currently offered on similar borrowings.

Off-balance sheet instruments - The Company charges fees for commitments to extend credit. Interest rates on loans for which these commitments are extended are normally committed for periods of less than one month. Fees charged on standby letters of credit and other financial guarantees are deemed to be immaterial and these guarantees are expected to be settled at face amount or expire unused. It is impractical to assign any fair value to these commitments.

The fair value estimates presented herein are based on pertinent information available to management as of September 30, 2013 and December 31, 2012, respectively. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and, therefore, current estimates of fair value may differ significantly from the amount presented herein..

15.

ACCUMULATED OTHER COMPREHENSIVE INCOME

The following tables presents the components of comprehensive loss for securities for the three and nine months ended September 30, 2013 and 2012.

	Three Months Ended September 30, 2013									Three Months Ended September 30, 2012
	Before Tax			Tax Effect			Net of Tax			Before Tax		Tax Effect		Net of Tax
Net unrealized holding gain (loss) arising during period	$	(350,524	)	$	(119,178	)	$	(231,346	)	$	104,229	$	35,438	$	68,791
Reclassification adjustments		-			-			-			-		-		-
Other comprehensive gain (loss)	$	(350,524	)	$	(119,178	)	$	(231,346	)	$	104,229	$	35,438	$	68,791

	Nine Months Ended September 30, 2013									Nine Months Ended September 30, 2012
	Before Tax			Tax Effect			Net of Tax			Before Tax		Tax Effect		Net of Tax
Net unrealized holding gain (loss)arising during period	$	(1,591,096	)	$	(540,972	)	$	(1,050,124	)	$	115,973	$	39,431	$	76,542
Reclassification adjustments		-			-			-			-		-		-
Other comprehensive gain (loss)	$	(1,591,096	)	$	(540,972	)	$	(1,050,124	)	$	115,973	$	39,431	$	76,542

The following table presents the changes in each component of accumulated other comprehensive income for securities, net of tax, for the three and nine months ended September 30, 2013.

	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013
	Net Unrealized Gains And Losses			Net Unrealized Gains And Losses

Beginning of period	$	(679,594	)	$	139,184
Other comprehensive loss before reclassifications		(231,346	)		(1,050,124	)
Amounts reclassified from accumulated other comprehensive income		-			-
Net other comprehensive loss		(231,346	)		(1,050,124	)
End of period	$	(910,940	)	$	(910,940	)

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This document may contain forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of The Community Financial Corporation (the “Company”) and Community Bank of the Chesapeake (the “Bank”). These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions.

The Company and the Bank’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors that could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, changes in interest rates, national and regional economic conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company and the Bank’s market area, changes in real estate market values in the Company and the Bank’s market area and changes in relevant accounting principles and guidelines. Additional factors that may affect our results are discussed in Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “Form 10-K”) and in the prospectus, dated September 26, 2013, that we filed with the Securities and Exchange Commission. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

GENERAL

The Company is a bank holding company organized in 1989 under the laws of the State of Maryland. It owns all the outstanding shares of capital stock of the Bank. The Company engages in no significant activity other than holding the stock of the Bank, paying its subordinated debt and preferred stock obligations, and directing the business of the Bank. Accordingly, the information set forth in this report, including financial statements and related data, relates primarily to the Company, the Bank and its subsidiaries.

In October 2013, the Company issued 1,591,300 shares of common stock at a price of $18.75 per share resulting in net proceeds of $27.4 million after commissions and related offering expenses. The additional capital raised was a fourth quarter 2013 event and was not reflected in the third quarter analysis below. In addition, the Company listed its stock on the NASDAQ Stock Exchange and began trading on September 27, 2013 under the ticker symbol “TCFC.”

Effective October 18, 2013, Community Bank of Tri-County changed its name to Community Bank of the Chesapeake. This new name reflects the Bank's recent expansion into the Northern Neck of Virginia and Fredericksburg, Virginia. The name of the holding company changed from Tri-County Financial Corporation to The Community Financial Corporation, to better align the parent company name with that of the Bank.

The Bank has sought to increase assets through loan production. The Bank believes that its ability to offer fast, flexible, local decision-making will continue to attract significant new business relationships and enhance asset growth. The Bank’s marketing is also directed towards increasing its balances of both consumer and business transaction deposit accounts. The Bank believes that increases in these account types will lessen the Bank’s dependence on higher-cost funding, such as certificates of deposit and borrowings. Although management believes that this strategy will increase financial performance over time, increasing the balances of certain products, such as commercial lending and transaction accounts, may also increase the Bank’s noninterest expense. It recognizes that certain lending and deposit products increase the possibility of losses from credit and other risks.

The Bank conducts business through its main office in Waldorf, Maryland, and ten branch offices in Waldorf, Bryans Road, Dunkirk, Leonardtown, La Plata, Charlotte Hall, Prince Frederick, Lusby, California, Maryland, and King George, Virginia. The Bank provides commercial lending services from its three loan production offices in La Plata and Prince Frederick, Maryland and Fredericksburg, Virginia.

The Company’s results are influenced by local and national economic conditions. These conditions include the level of short-term interest rates such as the federal funds rate, the differences between short-term and long-term interest rates, the value of real estate in our markets, the prospects for economic growth or decline, and the rates of anticipated and current inflation. Local conditions, including employment growth or declines, may have direct or indirect effects on our borrowers’ ability to meet their obligations.

The Bank continues to evaluate its allowance for loan losses and the associated provision to compensate for the inherent risk in the loan portfolio. Any evaluation of the allowance for loan losses is inherently subjective and reflects management’s expectations as to future economic conditions in the region as well as individual borrowers’ circumstances. Management believes that its allowance for loan losses is adequate. For further information on the Bank’s allowance for loan losses see the discussion in the sections captioned “Financial Condition” and “Critical Accounting Policies” as well as the relevant discussions in the Form 10-K and Annual Report for the year ended December 31, 2012.

On September 23, 2011, the U.S. Department of Treasury purchased $20.0 million in the Company’s preferred stock under the Small Business Lending Fund (the “SBLF”). The SBLF is a program intended to encourage small business lending by providing capital to qualified community banks at favorable rates. SBLF dividend rates can fluctuate between 1% and 7% during the first four and one half years, depending on the level of the Bank’s small business lending. As of September 30, 2013 and December 31, 2012, the Company’s dividend rate on the SBLF funds was 1%. At September 30, 2013, the Company had increased its QSBL from the baseline so that the dividend rate should remain at 1% through four and one half years from issuance. For additional information regarding SBLF, refer to Note 8 in the Company’s Form 10-Q for the nine months ended September 30, 2013 and Note 18 of the Consolidated Financial Statements as presented in the Company’s Form 10-K for the year ended December 31, 2012.

SELECTED FINANCIAL DATA

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Condensed Income Statement
Interest and Dividend Income	$	9,975,059		$	9,886,656		$	29,565,129		$	30,097,582
Interest Expense		1,872,986			2,539,049			5,914,528			8,328,075
Net Interest Income		8,102,073			7,347,607			23,650,601			21,769,507
Provision for Loan Loss		285,610			746,075			640,210			1,523,580
Noninterest Income		1,119,216			1,302,437			3,377,022			3,045,322
Noninterest Expense		6,245,727			5,600,784			18,494,971			17,861,889
Income Before Income Taxes		2,689,952			2,303,185			7,892,442			5,429,360
Income Tax Expense		987,111			830,244			2,885,761			1,910,014
Net Income (NI)		1,702,841			1,472,941			5,006,681			3,519,346
Preferred Stock Dividends		50,000			50,000			150,000			150,000
NI Available to Common Shareholders		1,652,841			1,422,941			4,856,681			3,369,346
Comprehensive Income		1,471,495			1,541,732			3,956,557			3,595,888

Per Common Share
Basic Earnings	$	0.55		$	0.47		$	1.61		$	1.11
Diluted Earnings	$	0.55		$	0.47		$	1.60		$	1.10
Cash Dividends Paid ⁽¹⁾	$	0.10		$	-		$	0.30		$	0.40
Book Value	$	20.39		$	18.99		$	20.39		$	18.99

Return On Average Assets		0.70	%		0.61	%		0.69	%		0.49	%
Return On Average Common Equity		10.63	%		9.85	%		10.52	%		7.84	%
Return On Average Equity		8.29	%		7.58	%		8.19	%		6.07	%
Interest Rate Spread		3.48	%		3.15	%		3.41	%		3.10	%
Net Interest Margin		3.60	%		3.28	%		3.53	%		3.24	%
Cost of Funds		0.85	%		1.15	%		0.90	%		1.27	%
Cost of Deposits		0.67	%		0.99	%		0.73	%		1.10	%
Efficiency Ratio		67.73	%		64.75	%		68.43	%		71.98	%

⁽¹⁾ Beginning with the first quarter of 2013, the Company moved to paying a quarterly dividend in place of its annual dividend. The total dividends expected to be paid during 2013 are expected to remain at $0.40 per share.

RESULTS OF OPERATIONS – NINE MONTHS ENDED SEPTEMBER 30, 2013 AND SEPTEMBER 30, 2012

Consolidated net income available to common shareholders for the nine months ended September 30, 2013 increased $1,487,335, or 44.14%, to $4,856,681, or $1.60 per common share (fully diluted), compared to $3,369,346, or $1.10 per common share (fully diluted), for the nine months ended September 30, 2012. The increase of $0.50 per share was attributable to increased net interest income of $1,881,094 and noninterest income of $331,700 and decreased provision for loan losses of $883,370, partially offset by increased noninterest expense of $633,082 and increased income tax expense of $975,747.

	Nine Months Ended September 30,
	2013		2012		$ Change			% Change
Interest and Dividend Income
Loans, including fees	$	27,703,885	$	27,624,323	$	79,562			0.29	%
Taxable interest and dividends on investment securities		1,852,692		2,465,529		(612,837	)		(24.86	)%
Interest on deposits with banks		8,552		7,730		822			10.63	%
Total Interest and Dividend Income		29,565,129		30,097,582		(532,453	)		(1.77	)%

Interest Expenses
Deposits		4,332,351		6,630,820		(2,298,469	)		(34.66	)%
Short-term borrowings		12,930		12,483		447			3.58	%
Long-term debt		1,569,247		1,684,772		(115,525	)		(6.86	)%
Total Interest Expenses		5,914,528		8,328,075		(2,413,547	)		(28.98	)%

Net Interest Income (NII)		23,650,601		21,769,507		1,881,094			8.64	%
Provision for loan losses		640,210		1,523,580		(883,370	)		(57.98	)%

NII After Provision For Loan Losses	$	23,010,391	$	20,245,927	$	2,764,464			13.65	%

Net interest income increased from the comparable nine months in 2012 due primarily to reduced funding costs and the Company’s ability to maintain loan yields. An important component of lowering the Company’s cost of funds was the increase in average noninterest-bearing deposits of $15.9 million for the first nine months of 2013 to $86.8 million compared to $70.9 million for the first nine months of 2012. The Company’s 2013 year to date cost of funds, which includes debt and interest and non-interest bearing deposits, decreased 37 basis points to 0.90% from 1.27% for the nine months ended September 30, 2012. During the same comparable period average loan yields decreased 10 basis points from 5.14% for the nine months ended September 30, 2012 to 5.04% for the nine months ended September 30, 2013.

Net interest income increased to $23,650,601 for the nine months ended September 30, 2013 compared to $21,769,507 for the nine months ended September 30, 2012. The net interest margin was 3.53% for the nine months ended September 30, 2013, a 29 basis point increase from 3.24% for the nine months ended September 30, 2012. The increase was largely the result of a rapid decrease in the Company’s cost of funds that began during 2012 as certificates of deposit re-priced and rates declined on money market accounts. The average cost of total interest-bearing liabilities decreased 38 basis points from 1.38% for the first nine months of 2012 to 1.00% for the first nine months of 2013.

Interest and dividend income decreased by $532,453 to $29,565,129 for the nine months ended September 30, 2013 compared to $30,097,582 for the nine months ended September 30, 2012. Decreases in yields on loans and investments were partially offset by the growth in the average balance of loans. A reduction in average yields on interest-earning assets resulted in a decrease in interest income of $931,044 as rates decreased from 4.47% for the nine months ended September 30, 2012 to 4.41% for the nine months ended September 30, 2013. The Company has been successful over the last several years in mitigating the effect of the lower interest rate environment on loan rates through pricing and interest rate floors. Interest and dividend income was further reduced $231,762 as average interest-earning investment balances decreased $20.0 million from $180.3 million for the nine months ended September 30, 2012 to $160.3 million for the nine months ended September 30, 2013. These reductions were partially offset by an increase in interest income of $630,353 due to growth of $16.7 million in the average balance of loans from $716.6 million to $733.3 million.

Interest expense decreased $2,413,547 to $5,914,528 for the nine months ended September 30, 2013 compared to $8,328,075 for the nine months ended September 30, 2012 due primarily to a reduction in the average cost of funds on interest-bearing liabilities as interest expense decreased $2,221,583 due to a decrease in rates. This was principally achieved by a decrease in the average rates paid on certificates of deposits and money market accounts, which declined from 1.64% and 0.62%, respectively, for the nine months ended September 30, 2012 to 1.22% and 0.34%, respectively, for the nine months ended September 30, 2013. The Company has been successful in increasing its core deposits and reducing its cost of funds in the low interest rate environment over the last several years. In addition, the average rate paid on long-term debt decreased from 3.17% to 2.58% for the comparable period. Interest expense also decreased $361,932 due to a decline in average interest-bearing deposit balances of $29.2 million from $729.4 million for the nine months ended September 30, 2012 to $700.2 million for the nine months ended September 30, 2013. These reductions in interest expense were partially offset by a $169,968 increase in interest expense due to a $9.2 million increase in average debt balances.

The provision for loan losses decreased $883,370 from $1,523,580 for the comparable period in 2012 to $640,210 for the nine months ended September 30, 2013 and reflected a decrease in the allowance for specific nonperforming loans and a decrease in net-charge-offs offset by increasing average loan balances, economic conditions that affected the loss factors used to compute the allowance and an increase in the level of delinquencies. The specific allowance is based on management’s estimate of realizable value. Net charge-offs decreased $274,578 from $1,082,469 for the nine months ended September 30, 2012 to $807,891 for the nine months ended September 30, 2013. The general allowance as a percentage of gross loans increased during the nine months ended September 30, 2013 as average loans increased from the comparable period. Overall delinquency, which included all loans greater than 30 days past due, increased from 1.57% at December 31, 2012 to 1.83% at September 30, 2013. Nonperforming loans as a percentage of total loans were 1.44% at September 30, 2013 compared to 1.15% at December 31, 2012.

The following table presents information on the average balances of the Company’s interest-earning assets and interest-bearing liabilities and interest earned or paid thereon for the nine months ended September 30, 2013 and 2012, respectively. There are no tax equivalency adjustments.

	For the Nine Months Ended September 30,
			2013							2012
					Average							Average
	Average				Yield/			Average				Yield/
dollars in thousands	Balance		Interest		Cost			Balance		Interest		Cost
Assets
Interest-earning assets:
Loan portfolio (1)	$	733,275	$	27,704		5.04	%	$	716,566	$	27,624		5.14	%
Investment securities, federal funds sold and interest-bearing deposits		160,317		1,861		1.55	%		180,263		2,474		1.83	%
Total Interest-Earning Assets		893,592		29,565		4.41	%		896,829		30,098		4.47	%
Cash and cash equivalents		11,766							10,837
Other assets		57,294							54,428
Total Assets	$	962,652						$	962,094

Liabilities and Stockholders' Equity
Interest-bearing liabilities:
Savings	$	37,237	$	28		0.10	%	$	32,260	$	46		0.19	%
Interest-bearing demand and money market accounts		266,966		672		0.34	%		259,057		1,203		0.62	%
Certificates of deposit		395,974		3,632		1.22	%		438,070		5,382		1.64	%
Long-term debt		68,807		1,333		2.58	%		60,097		1,430		3.17	%
Short-term debt		5,357		13		0.32	%		4,836		12		0.33	%
Guaranteed preferred beneficial interest in junior subordinated debentures		12,000		236		2.62	%		12,000		255		2.83	%

Total Interest-Bearing Liabilities		786,341		5,914		1.00	%		806,320		8,328		1.38	%

Noninterest-bearing demand deposits		86,762							70,897
Other liabilities		8,013							7,589
Stockholders' equity		81,536							77,288
Total Liabilities and Stockholders' Equity	$	962,652						$	962,094

Net interest income			$	23,651						$	21,770

Interest rate spread						3.41	%						3.10	%
Net yield on interest-earning assets						3.53	%						3.24	%
Ratio of average interest-earning assets to average interest bearing liabilities						113.64	%						111.22	%

Cost of funds						0.90	%						1.27	%
Cost of deposits						0.73	%						1.10	%

(1) Average balance includes non-accrual loans

The table below sets forth certain information regarding changes in interest income and interest expense of the Bank for the periods indicated. For each category of interest earning asset and interest bearing liability, information is provided on changes attributable to (1) changes in volume (changes in volume multiplied by old rate); and (2) changes in rate (changes in rate multiplied by old volume). Changes in rate volume (changes in rate multiplied by the change in volume) have been allocated to changes due to volume.

	Nine Months Ended September 30, 2013
	compared to Nine Months Ended
	September 30, 2012
				Due to
dollars in thousands	Volume			Rate			Total
Interest income:
Loan portfolio (1)	$	631		$	(551	)	$	80
Investment securities, federal funds sold and interest bearing deposits		(232	)		(381	)		(613	)
Total interest-earning assets	$	399		$	(932	)	$	(533	)

Interest-bearing liabilities:
Savings		4			(22	)		(18	)
Interest-bearing demand and money market accounts		20			(551	)		(531	)
Certificates of deposit		(386	)		(1,364	)		(1,750	)
Long-term debt		169			(266	)		(97	)
Short-term debt		1			-			1
Guaranteed preferred beneficial interest in junior subordinated debentures		-			(19	)		(19	)
Total interest-bearing liabilities	$	(192	)	$	(2,222	)	$	(2,414	)
Net change in net interest income	$	591		$	1,290		$	1,881

(1) Average balance includes non-accrual loans

The following table shows the components of noninterest income and the dollar and percentage changes for the periods presented.

	Nine Months Ended September 30,
	2013		2012			$ Change			% Change
Noninterest Income
Loan appraisal, credit, and miscellaneous charges	$	374,769	$	663,897		$	(289,128	)		(43.55	)%
Gain on sale of asset		11,000		-			11,000			n/a
Net gains (losses) on sale of OREO		215,345		(96,917	)		312,262			(322.20	)%
Income from bank owned life insurance		464,775		476,294			(11,519	)		(2.42	)%
Service charges		1,764,314		1,530,323			233,991			15.29	%
Gain on sale of loans held for sale		546,819		471,725			75,094			15.92	%
Total Noninterest Income	$	3,377,022	$	3,045,322		$	331,700			10.89	%

Gains on loan sales were impacted during the third quarter by a reduction in residential mortgage refinancing activity due to rising interest rates. For the nine months ended September 30, 2013 gains on loan sales increased to $546,819 on sales of $20,903,681 compared to $471,725 on sales of $9,972,254 for the same period in 2012.

The increase in service charge income for the nine months ended September 30, 2013 was principally the result of increased revenue from the Bank’s sale of investment products and services of $209,769. Additionally, bank account fees increased $73,897 compared with the same period in 2012, but were also impacted by the Company’s waiver of certain service charge fees during its conversion to a new data processing system during the second quarter of 2012. These increases to service charge income were offset by a decrease of $49,675 for miscellaneous service charges.

The following table shows the components of noninterest expense and the dollar percentage changes for the periods presented.

	Nine Months Ended September 30,
	2013		2012		$ Change			% Change
Noninterest Expense
Salary and employee benefits	$	10,883,606	$	9,982,603	$	901,003			9.03	%
Occupancy expense		1,556,877		1,389,024		167,853			12.08	%
Advertising		391,152		345,111		46,041			13.34	%
Data processing expense		967,368		1,118,598		(151,230	)		(13.52	)%
Professional fees		754,719		746,322		8,397			1.13	%
Depreciation of furniture, fixtures, and equipment		580,842		486,159		94,683			19.48	%
Telephone communications		148,516		137,649		10,867			7.89	%
Office supplies		151,157		186,741		(35,584	)		(19.06	)%
FDIC Insurance		858,860		1,092,809		(233,949	)		(21.41	)%
Valuation allowance on OREO		500,536		657,226		(156,690	)		(23.84	)%
Other		1,701,338		1,719,647		(18,309	)		(1.06	)%
Total Noninterest Expense	$	18,494,971	$	17,861,889	$	633,082			3.54	%

	Nine Months Ended
	September 30, 2013		September 30, 2012		Variance			% Variance
Compensation and Benefits	$	10,883,606	$	9,982,603	$	901,003			9.03	%
OREO Valuation Allowance and Expenses		605,704		742,600		(136,896	)		(18.43	)%
Other Operating Expenses		7,005,661		7,136,686		(131,025	)		(1.84	)%
Total Noninterest Expense	$	18,494,971	$	17,861,889	$	633,082			3.54	%

For the nine months ended September 30, 2013, noninterest expense increased 3.54% or $633,082 to $18,494,971 from $17,861,889 for the comparable period in 2012. Year to date increases in compensation and benefits were offset by decreases in OREO expenses and other operating expenses. Other operating expenses decreased due to one-time costs for conversion of the Bank’s data processing system in 2012 and reductions in the cost of FDIC insurance. Depreciation and occupancy expense increased primarily due to the opening of a new operations center in Waldorf, Maryland and its 11th branch in King George, Virginia in the second half of 2012. We also opened a loan production office in Fredericksburg, Virginia in August 2013. Increased revenues and a moderate increase in noninterest expense have improved the Company’s efficiency ratio to 68.43% for the nine months ended September 30, 2013 from 71.98% for the nine months ended September 30, 2012.

The Company recorded income tax expense of $2,885,761 or 36.56%, of pretax earnings of $7,892,442, for the nine months ended September 30, 2013 compared with $1,910,014 or 35.18%, of pretax earnings of $5,429,360, for the nine months ended September 30, 2012. The increase in the effective tax rate was the result of tax exempt income being relatively lower to total income in 2013 than the comparable period in 2012.

RESULTS OF OPERATIONS – THREE MONTHS ENDED SEPTEMBER 30, 2013 AND SEPTEMBER 30, 2012

Consolidated net income available to common shareholders for the three months ended September 30, 2013 increased 16.16%, or $229,900, to $1,652,841, or $0.55 per common share (fully diluted) compared to $1,422,941, or $0.47, per common share (fully diluted) for the three months ended September 30, 2012. The increase of $0.08 per share was attributable to increased net interest income of $754,466 and decreased provision for loan losses of $460,465 partially offset by decreased noninterest income of $183,221 and increased noninterest expense of $644,943 and income tax expense of $156,867.

Three Months Ended September 30,

2013