HIGHLANDS BANKSHARES INC /WV/ - FORM 10-K

HIGHLANDS BANKSHARES INC /WV/ - FORM 10-K - March 30, 2011

Attached files

Attached files

HIGHLANDS BANKSHARES INC /WV/ Reports

file	filename
EX-32.2 - EXHIBIT 32.2 - HIGHLANDS BANKSHARES INC /WV/	ex32_2.htm
EX-32.1 - EXHIBIT 32.1 - HIGHLANDS BANKSHARES INC /WV/	ex32_1.htm
EX-31.1 - EXHIBIT 31.1 - HIGHLANDS BANKSHARES INC /WV/	ex31_1.htm
EX-31.2 - EXHIBIT 31.2 - HIGHLANDS BANKSHARES INC /WV/	ex31_2.htm
EX-21 - EXHIBIT 21 - HIGHLANDS BANKSHARES INC /WV/	ex21.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-16761

HIGHLANDS BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

West Virginia	55-0650743
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

P.O. Box 929 Petersburg, WV	26847
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 304-257-4111

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $5 par value

Indicate by check mark if the registrant is a well-know seasoned issuer, as defined in Rule 405 or the Securities Act o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act o Yes x No

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 o

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

o Large Accelerated Filer o Accelerated Filer o Non-accelerated filer x Smaller Reporting Company

Indicate by check mark whether the registrant is a shell company (as defined in rule 126-2 of the Act) Yes o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:

The aggregate market value of the 1,233,198 shares of common stock of the registrant, issued and outstanding, held by non- affiliates on June 30, 2010, was approximately $27,746,955 based on the closing sale price of $22.50 per share on June 30, 2010. For the purposes of this calculation, the term “affiliate” refers to all directors and executive officers of the registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the last practicable date: As of March 30, 2011: 1,336,873 shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference from the registrant’s definitive proxy statement for the 2011 annual meeting of stockholders, which proxy statement will be filed on or about April 15, 2011.

FORM 10-K INDEX

Part I		Page
Item 1.	Business	3
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	(Removed and Reserved)	9

Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 8.	Financial Statements and Supplementary Data	27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	62
Item 9A.	Controls and Procedures	62
Item 9B.	Other Information	62

Part III
*Item 10.	Directors and Executive Officers and Corporate Governance	63
*Item 11.	Executive Compensation	63
*Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
*Item 13.	Certain Relationships, Related Transactions and Director Independence	63
*Item 14.	Principal Accounting Fees and Services	64

Part IV
Item 15.	Exhibits and Financial Statement Schedules	64

Signatures		65

* The information required by Items 10, 11, 12, 13 and 14, to the extent not included in this document, is incorporated herein by reference to the information included under the captions “Compliance with Section 16(a) of the Securities Exchange Act,” “ELECTION OF DIRECTORS,” “INFORMATION CONCERNING DIRECTORS AND NOMINEES,” “REPORT OF THE AUDIT COMMITTEE,” “EXECUTIVE COMPENSATION,” “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “CERTAIN RELATED TRANSACTIONS” in the registrant’s definitive proxy statement which is expected to be filed on or about April 15, 2011.

PART I

Item 1.

Business

General

Highlands Bankshares, Inc. (hereinafter referred to as “Highlands,” or the “Company”), incorporated under the laws of the State of West Virginia in 1985, is a multi bank holding company subject to the provisions of the Bank Holding Company Act of 1956, as amended. Highlands owns 100% of the outstanding stock of its subsidiary banks, The Grant County Bank and Capon Valley Bank (hereinafter referred to as the “Banks” or “Capon” and/or “Grant”), and its life insurance subsidiary, HBI Life Insurance Company (hereinafter referred to as “HBI Life”).

The Grant County Bank was chartered on August 6, 1902, and Capon Valley Bank was chartered on July 1, 1918. Both are state banks chartered under the laws of the State of West Virginia. HBI Life was chartered in April 1988 under the laws of the State of Arizona.

Services Offered by the Banks

The Banks offer all services normally offered by a full service commercial bank, including commercial and individual demand and time deposit accounts, commercial and individual loans, drive in banking services, internet banking services, and automated teller machines. No material portion of the Banks' deposits have been obtained from a single or small group of customers and the loss of the deposits of any one customer or of a small group of customers would not have a material adverse effect on the business of the Banks. Credit life and accident and health insurance are sold to customers of the subsidiary Banks through HBI Life.

Employees

As of December 31, 2010, The Grant County Bank had 72 full time equivalent employees, Capon Valley Bank had 52 full time equivalent employees and Highlands had 4 full time equivalent employees. No person is employed by HBI Life on a full time basis.

Competition

The Banks' primary trade area is generally defined as Grant, Hardy, Mineral, Randolph, Pendleton and Tucker Counties in West Virginia, portions of Frederick County in Virginia and portions of Western Maryland. This area includes the towns of Petersburg, Wardensville, Moorefield and Keyser in West Virginia, the town of Stephen City in Virginia, and several smaller rural communities mainly in West Virginia. The Banks' secondary trade area includes portions of Hampshire County in West Virginia. The Banks primarily compete with four state chartered banks, three national banks, and three credit unions. In addition, the Banks compete with money market mutual funds and investment brokerage firms for deposits in their service area. No financial institution has been chartered in the area within the last five years although other state and nationally chartered banks have opened branches in this area within this time period. Competition for new loans and deposits in the Banks' service area is quite intense.

Regulation and Supervision

The Company, as a registered bank holding company, and its subsidiary Banks, as insured depository institutions, operate in a highly regulated environment and are regularly examined by federal and state regulators. The following description briefly discusses certain provisions of federal and state laws and regulations and the potential impact of such provisions to which the Company and subsidiary are subject. These federal and state laws and regulations are designed to reduce potential loss exposure to the depositors of such depository institutions and to the Federal Deposit Insurance Corporation’s insurance fund and are not intended to protect the Company’s security holders. Proposals to change the laws and regulations governing the banking industry are frequently raised in Congress, in state legislatures, and before the various bank regulatory agencies. The likelihood and timing of any changes and the impact such changes might have on the Company are impossible to determine with any certainty. A change in applicable laws or regulations, or a change in the way such laws or regulations are interpreted by regulatory agencies or courts, may have a material impact on the business, operations and earnings of the Company. To the extent that the following information describes statutory or regulatory provisions, it is qualified entirely by reference to the particular statutory or regulatory provision.

As a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “BHCA”), the Company is subject to regulation by the Federal Reserve Board. Federal banking laws require a bank holding company to serve as a source of financial strength to its subsidiary depository institutions and to commit resources to support such institutions in circumstances where it might not do so otherwise. Additionally, the Federal Reserve Board has jurisdiction under the BHCA to approve any bank or non-bank acquisition, merger or consolidation proposed by a bank holding company. The BHCA generally limits the activities of a bank holding company and its subsidiaries to that of banking, with the managing or controlling of banks as to be a proper incident thereto. The BHCA also prohibits a bank holding company, with certain exceptions, from acquiring more than 5% of the voting shares of any company and from engaging in any business other than banking or managing or controlling banks. The Federal Reserve Board has determined by regulation that certain activities are closely related to banking within the meaning of the BHCA. These activities include: operating a mortgage company, finance company, credit card company or factoring company; performing certain data processing operations; providing investment and financial advice; and acting as an insurance agent for certain types of credit-related insurance.

The Gramm-Leach-Bliley Act (“Gramm-Leach”) became law in November 1999. Gramm-Leach established a comprehensive framework to permit affiliations among commercial banks, investment banks, insurance companies, securities firms, and other financial service providers. Gramm-Leach permits qualifying bank holding companies to register with the Federal Reserve Board as “financial holding companies” and allows such companies to engage in a significantly broader range of financial activities than were historically permissible for bank holding companies. Although the Federal Reserve Board provides the principal regulatory supervision of financial services permitted under Gramm-Leach, the Securities and Exchange Commission and state regulators also provide substantial supervisory oversight. In addition to broadening the range of financial services a bank holding company may provide, Gramm-Leach also addressed customer privacy and information sharing issues and set forth certain customer disclosure requirements. The Company has no current plans to petition the Federal Reserve Board for consideration as a financial holding company.

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (“Riegle-Neal”) permits bank holding companies to acquire banks located in any state. Riegle-Neal also allows national banks and state banks with different home states to merge across state lines and allows branch banking across state lines, unless specifically prohibited by state laws.

The International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (“Patriot Act”) was adopted in response to the September 11, 2001 terrorist attacks. The Patriot Act provides law enforcement with greater powers to investigate terrorism and prevent future terrorist acts. Among the broad-reaching provisions contained in the Patriot Act are several designed to deter terrorists’ ability to launder money in the United States and provide law enforcement with additional powers to investigate how terrorists and terrorist organizations are financed. The Patriot Act creates additional requirements for banks, which were already subject to similar regulations. The Patriot Act authorizes the Secretary of Treasury to require financial institutions to take certain “special measures” when the Secretary suspects that certain transactions or accounts are related to money laundering. These special measures may be ordered when the Secretary suspects that a jurisdiction outside of the United States, a financial institution operating outside of the United States, a class of transactions involving a jurisdiction outside of the United States or certain types of accounts are of “primary money laundering concern.” The special measures include the following: (a) require financial institutions to keep records and report on transactions or accounts at issue; (b) require financial institutions to obtain and retain information related to the beneficial ownership of any account opened or maintained by foreign persons; (c) require financial institutions to identify each customer who is permitted to use the account; and (d) prohibit or impose conditions on the opening or maintaining of correspondence or payable-through accounts. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing or to comply with all of the relevant laws or regulations could have serious legal and reputational consequences for an institution.

The operations of the insurance subsidiary are subject to the oversight and review by the State of Arizona Department of Insurance.

On July 30, 2002, the United States Congress enacted the Sarbanes-Oxley Act of 2002, a law that addresses corporate governance, auditing and accounting, executive compensation and enhanced timely disclosure of corporate information. As Sarbanes-Oxley directs, the Company’s Chief Executive Officer and Chief Financial Officer are each required to certify that the Company’s quarterly and annual reports do not contain any untrue statement of a material fact. Additionally, these individuals must certify the following: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of the Company’s internal controls; they have made certain disclosures to the Company’s auditors and the Audit Committee of the Board of Directors about the Company’s internal controls; and they have included information in the Company’s quarterly and annual reports about their evaluation and whether there have been significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the evaluations.

Capital Adequacy

Federal banking regulations set forth capital adequacy guidelines, which are used by regulatory authorities to assess the adequacy of capital in examining and supervising a bank holding company and its insured depository institutions. The capital adequacy guidelines generally require bank holding companies to maintain total capital equal to at least 8% of total risk-adjusted assets, with at least one-half of total capital consisting of core capital (i.e., Tier I capital) and the remaining amount consisting of “other” capital-eligible items (i.e., Tier II capital), such as perpetual preferred stock, certain subordinated debt, and, subject to limitations, the allowance for loan losses. Tier I capital generally includes common stockholders’ equity plus, within certain limitations, perpetual preferred stock and trust preferred securities. For purposes of computing risk-based capital ratios, bank holding companies must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items, calculated under regulatory accounting practices. The Company’s and its subsidiaries’ capital accounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

In addition to total and Tier I capital requirements, regulatory authorities also require bank holding companies and insured depository institutions to maintain a minimum leverage capital ratio of 3%. The leverage ratio is determined as the ratio of Tier I capital to total average assets, where average assets exclude goodwill, other intangibles, and other specifically excluded assets. Regulatory authorities have stated that minimum capital ratios are adequate for those institutions that are operationally and financially sound, experiencing solid earnings, have high levels of asset quality and are not experiencing significant growth. The guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels. In those instances where these criteria are not evident, regulatory authorities expect, and may require, bank holding companies and insured depository institutions to maintain higher than minimum capital levels.

Additionally, federal banking laws require regulatory authorities to take “prompt corrective action” with respect to depository institutions that do not satisfy minimum capital requirements. The extent of these powers depends upon whether the institutions in question are “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized,” as such terms are defined under uniform regulations defining such capital levels issued by each of the federal banking agencies. As an example, a depository institution that is not well capitalized is generally prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market. Additionally, a depository institution is generally prohibited from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company, may be subject to asset growth limitations and may be required to submit capital restoration plans if the depository institution is considered undercapitalized.

The Company’s and its subsidiaries’ regulatory capital ratios are presented in the table below:

	Actual Ratio December 31, 2010			Actual Ratio December 31, 2009			Regulatory Minimum
Total Risk Based Capital
Highlands Bankshares		14.49	%		14.33	%		8.00	%
The Grant County Bank		14.58	%		14.12	%		8.00	%
Capon Valley Bank		12.50	%		12.86	%		8.00	%

Tier 1 Leverage Ratio
Highlands Bankshares		9.91	%		9.81	%		4.00	%
The Grant County Bank		10.26	%		9.91	%		4.00	%
Capon Valley Bank		8.33	%		8.38	%		4.00	%

Tier 1 Risk Based Capital Ratio
Highlands Bankshares		13.24	%		13.08	%		4.00	%
The Grant County Bank		13.32	%		12.89	%		4.00	%
Capon Valley Bank		11.24	%		11.60	%		4.00	%

Dividends and Other Payments

The Company is a legal entity separate and distinct from its subsidiaries. Dividends and management fees from Grant County Bank and Capon Valley Bank are essentially the sole source of cash for the Company, although HBI Life will periodically pay dividends to the Company. The right of the Company, and shareholders of the Company, to participate in any distribution of the assets or earnings of Grant County Bank and Capon Valley Bank through the payment of such dividends or otherwise is necessarily subject to the prior claims of creditors of Grant County Bank and Capon Valley Bank, except to the extent that claims of the Company in its capacity as a creditor may be recognized. Moreover, there are various legal limitations applicable to the payment of dividends to the Company as well as the payment of dividends by the Company to its shareholders. Under federal law, Grant County Bank and Capon Valley Bank may not, subject to certain limited exceptions, make loans or extensions of credit to, or invest in the securities of, or take securities of the Company as collateral for loans to any borrower. Grant County Bank and Capon Valley Bank are also subject to collateral security requirements for any loans or extensions of credit permitted by such exceptions.

Grant County Bank and Capon Valley Bank are subject to various statutory restrictions on their ability to pay dividends to the Company. Specifically, the approval of the appropriate regulatory authorities is required prior to the payment of dividends by Grant County Bank and Capon Valley Bank in excess of earnings retained in the current year plus retained net profits for the preceding two years. The payment of dividends by the Company, Grant County Bank and Capon Valley Bank may also be limited by other factors, such as requirements to maintain adequate capital above regulatory guidelines. The Federal Reserve Board and the Federal Deposit Insurance Corporation have the authority to prohibit any bank under their jurisdiction from engaging in an unsafe and unsound practice in conducting its business. Depending upon the financial condition of Grant County Bank and Capon Valley Bank, the payment of dividends could be deemed to constitute such an unsafe or unsound practice. The Federal Reserve Board and the FDIC have indicated their view that it’s generally unsafe and unsound practice to pay dividends except out of current operating earnings. The Federal Reserve Board has stated that, as a matter of prudent banking, a bank or bank holding company should not maintain its existing rate of cash dividends on common stock unless (1) the organization’s net income available to common shareholders over the past year has been sufficient to fund fully the dividends and (2) the prospective rate or earnings retention appears consistent with the organization’s capital needs, asset quality, and overall financial condition. Moreover, the Federal Reserve Board has indicated that bank holding companies should serve as a source of managerial and financial strength to their subsidiary banks. Accordingly, the Federal Reserve Board has stated that a bank holding company should not maintain a level of cash dividends to its shareholders that places undue pressure on the capital of bank subsidiaries, or that can be funded only through additional borrowings or other arrangements that may undermine the bank holding company’s ability to serve as a source of strength.

Governmental Policies

The Federal Reserve Board regulates money and credit and interest rates in order to influence general economic conditions. These policies have a significant influence on overall growth and distribution of bank loans, investments and deposits and affect interest rates charged on loans or paid for time and savings deposits. Federal Reserve monetary policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future.

Various other legislation, including proposals to overhaul the banking regulatory system and to limit the investments that a depository institution may make with insured funds, are from time to time introduced in Congress. The Company cannot determine the ultimate effect that such potential legislation, if enacted, would have upon its financial condition or operations.

Beginning in late 2008, the economic environment caused higher levels of bank failures, which dramatically increased FDIC resolution costs and led to a significant reduction in the Deposit Insurance Fund. As a result, the FDIC has significantly increased the initial base assessment rates paid by financial institutions for deposit insurance. The base assessment rate was increased by seven basis points (7 cents for every $100 of deposits) for the first quarter of 2009. Effective April 1, 2009, initial base assessment rates were changed to range from 12 basis points to 45 basis points across all risk categories with possible adjustments to these rates based on certain debt-related components. These increases in the base assessment rate have increased our deposit insurance costs and negatively impacted our earnings. In addition, in May 2009, the FDIC imposed a special assessment on all insured institutions due to recent bank and savings association failures. The emergency assessment amounted to five basis points on each institution's assets minus tier one (core) capital as of June 30, 2009, subject to a maximum equal to 10 basis points times the institution's assessment base. The Company’s special assessment, which was reflected in earnings for the quarter ended June 30, 2009, was approximately $179,000. The FDIC may impose additional emergency special assessments if necessary to maintain public confidence in federal deposit insurance or as a result of deterioration in the deposit insurance fund reserve ratio due to institution failures. Any additional emergency special assessment imposed by the FDIC will negatively impact our earnings.

On November 12, 2009, the FDIC adopted a final rule requiring that all institutions prepay their assessments for the fourth quarter of 2009 and all of 2010, 2011 and 2012. This pre-payment was due on December 30, 2009. However, the FDIC may exempt certain institutions from the prepayment requirement if the FDIC determines that the prepayment would adversely affect the safety and soundness of the institution.

The Company is subject to extensive regulation, supervision and examination by federal and state banking authorities. Any change in applicable regulations or laws could have a substantial impact on the Company and the Company’s operations. Additional legislation and regulations that could significantly affect the Company’s powers, authority and operations may be enacted or adopted in the future, which could have a material adverse effect on the Company’s financial condition and results of operations. New legislation proposed by Congress may give bankruptcy courts the power to reduce the increasing number of home foreclosures by giving bankruptcy judges the authority to restructure mortgages and reduce a borrower's payments. Property owners would be allowed to keep their property while working out their debts. Other similar bills placing additional temporary moratoriums on foreclosure sales or otherwise modifying foreclosure procedures to the benefit of borrowers and the detriment of lenders may be enacted by either Congress or the States of West Virginia, Pennsylvania or Maryland in the future. These laws may further restrict the Company’s collection efforts on one-to-four single-family mortgage loans. Additional legislation proposed or under consideration in Congress would give current debit and credit card holders the chance to opt out of an overdraft protection program and limit overdraft fees, which could result in additional operational costs and a reduction in the Company’s non-interest income.

Further, the Company’s regulators have significant discretion and authority to prevent or remedy unsafe or unsound practices or violations of laws by financial institutions and holding companies in the performance of their supervisory and enforcement duties. In this regard, banking regulators are considering additional regulations governing compensation, which may adversely affect the Company’s ability to attract and retain employees.

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). The Act has resulted in financial regulatory reform aimed at strengthening the nation’s financial services sector. The Act’s provisions and rules promulgated there under that have received the most public attention generally have been those applying to larger institutions or institutions that engage in practices in which we do not engage. These provisions include growth restrictions, credit exposure limits, higher prudential standards, prohibitions on proprietary trading, and prohibitions on sponsoring and investing in hedge funds and private equity funds. However, the Act contains numerous other provisions that likely will directly impact us and our banking subsidiaries. These include increased fees payable by banks to regulatory agencies, new capital guidelines for banks and bank holding companies, permanently increasing the FDIC insurance coverage from $100,000 to $250,000 per depositor, new liquidation procedures for banks, new regulations affecting consumer financial products, new corporate governance disclosures and requirements, and the increased cost of supervision and compliance more generally. Many aspects of the law continue to be subject to rulemaking by various government agencies and will take effect over several years. This time table, combined with the Act’s significant deference to future rulemaking by various regulatory agencies, makes it difficult for us to anticipate the Act’s overall financial, competitive and regulatory impact on us, our customers, and the financial industry more generally.

Available Information

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The Company’s SEC filings are filed electronically and are available to the public via the Internet at the SEC’s website, www.sec.gov. In addition, any document filed by the Company with the SEC can be read and copies obtained at the SEC’s public reference facilities at 100 F Street, NE, Washington, DC 20549. Copies of documents can be obtained at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Copies of documents can also be obtained free of charge by writing to Highlands Bankshares, Inc., P.O. Box 929, Petersburg, WV 26847.

Executive Officers

Item 1A.

Risk Factors

Not required for smaller reporting companies.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

The table below lists the primary properties utilized in operations by the Company. All listed properties are owned by the Company.

Location	Description
3 N. Main Street, Petersburg, WV 26847	Primary Office, The Grant County Bank
Route 33, Riverton, WV 26814	Branch Office, The Grant County Bank
500 S. Main Street, Moorefield, WV 26836	Branch Office, The Grant County Bank
Route 220 & Josie Dr., Keyser, WV 26726	Branch Office, The Grant County Bank
Main Street, Harman, WV 26270	Branch Office, The Grant County Bank
William Avenue, Davis, WV 26260	Branch Office, The Grant County Bank
5502 Appalachian Hwy., Davis, WV 26260	Branch Office, The Grant County Bank
2 W. Main Street, Wardensville, WV 26851	Primary Office, Capon Valley Bank
717 N. Main Street, Moorefield, WV 26836	Branch Office, Capon Valley Bank
17558 SR55, Baker, WV 26801	Branch Office, Capon Valley Bank
6701 Northwestern Pike, Gore, VA 22637	Branch Office, Capon Valley Bank
5511 Main Street, Stephens City, VA 22655	Branch Office, Capon Valley Bank

Item 3.

Legal Proceedings

Management is not aware of any material pending or threatened litigation in which Highlands or its subsidiaries may be involved as a defendant. In the normal course of business, the Banks periodically must initiate suits against borrowers as a final course of action in collecting past due indebtedness.

Item 4.

(Removed and Reserved)

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company had approximately 836 shareholders as of December 31, 2010. This amount includes all shareholders, whether titled individually or held by a brokerage firm or custodian in street name. The Company's stock is not traded on any national or regional stock exchange although brokers may occasionally initiate or be a participant in a trade. The Company’s stock is listed on the Over the Counter Bulletin Board under the symbol HBSI.OB. The Company may not know terms of an exchange between individual parties.

The table on the following page outlines the dividends paid and market prices of the Company's stock based on prices disclosed to management. Prices have been provided using a nationally recognized online stock quote system. Such prices may not include retail mark-ups, mark-downs, or commissions. Dividends are subject to the restrictions described in Note Nine to the Financial Statements.

Highlands Bankshares, Inc. Common Stock

			Estimated Market Range
	Dividends Per Share		High		Low
2010
First Quarter	$	.27	$	25.75	$	20.55
Second Quarter	$	.27	$	29.75	$	20.00
Third Quarter	$	.25	$	24.00	$	18.50
Fourth Quarter	$	.25	$	24.00	$	18.10

2009
First Quarter	$	.29	$	35.00	$	26.50
Second Quarter	$	.29	$	27.65	$	27.25
Third Quarter	$	.29	$	27.50	$	21.50
Fourth Quarter	$	.29	$	22.50	$	21.00

Item 6.

Selected Financial Data

The following table is not required for smaller reporting companies; however, the Company believes this information may be important to the reader.

	Years Ending December 31,
	(In thousands of dollars, except for per share amounts)
	2010			2009			2008			2007			2006
Total Interest Income	$	22,897		$	24,274		$	26,203		$	27,664		$	23,894
Total Interest Expense		6,214			7,841			8,866			10,703			7,909
Net Interest Income		16,683			16,433			17,337			16,961			15,985

Provision for Loan Losses		3,487			1,864			909			837			682

Net Interest Income After Provision for Loan Losses		13,196			14,569			16,428			16,124			15,303

Other Income		2,092			2,532			2,699			2,080			1,997
Other Expenses		13,056			12,053			11,419			10,952			10,394

Income Before Income Taxes		2,232			5,048			7,708			7,252			6,906

Income Tax Expense		640			1,692			2,738			2,599			2,391

Net Income	$	1,592		$	3,356		$	4,970		$	4,653		$	4,515

Total Assets at Year End	$	399,900		$	407,810		$	378,295		$	380,936		$	357,316
Long Term Debt at Year End	$	9,393		$	10,866		$	11,317		$	11,819		$	14,992

Net Income Per Share of Common Stock	$	1.19		$	2.51		$	3.59		$	3.24		$	3.14
Dividends Per Share of Common Stock	$	1.04		$	1.16		$	1.08		$	1.00		$	.94

Return on Average Assets		0.38	%		0.84	%		1.32	%		1.24	%		1.29	%
Return on Average Equity		4.00	%		8.33	%		12.38	%		12.03	%		12.67	%
Dividend Payout Ratio		87.31	%		46.19	%		30.12	%		30.88	%		29.91	%
Year End Equity to Assets Ratio		10.34	%		10.16	%		10.41	%		10.66	%		10.38	%

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results or Operations

Forward Looking Statements

Certain statements in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate” or other similar words. Although the Company believes that its expectations with respect to certain forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of and changes in: general economic conditions, the interest rate environment, legislative and regulatory requirements, competitive pressures, new products and delivery systems, inflation, changes in the stock and bond markets, technology, downturns in the trucking and timber industries, effects of mergers and/or downsizing in the poultry industry in Hardy County, continued challenges in the current economic environment affecting our financial condition and results of operations, continued deterioration in the financial condition of the U.S. banking system impacting the valuations of investments the Company has made in the securities of other financial institutions, and consumer spending and savings habits, particularly in the current economic environment. Additionally, actual future results and trends may differ from historical or anticipated results to the extent: (1) any significant downturn in certain industries, particularly the trucking and timber industries are experienced; (2) loan demand decreases from prior periods; (3) the Company may make additional loan loss provisions due to negative credit quality trends in the future that may lead to a deterioration of asset quality; (4) the Company may not continue to experience significant recoveries of previously charged-off loans or loans resulting in foreclosure; (5) the Company is unable to control costs and expenses as anticipated; (6) legislative and regulatory changes could increase expenses (including changes as a result of rules and regulations adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act); and (7) any additional assessments imposed by the FDIC. Additionally, consideration should be given to the cautionary language contained elsewhere in this Form 10-K. The Company does not update any forward-looking statements that may be made from time to time by or on behalf of the Company.

Introduction

The following discussion focuses on significant results of the Company’s operations and significant changes in our financial condition or results of operations for the periods indicated in the discussion. This discussion should be read in conjunction with the financial statements and related notes included in this report. Current performance does not guarantee, and may not be indicative of, similar performance in the future.

Critical Accounting Policies

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The financial statements contained within these statements are, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of these transactions would be the same, the timing of events that would impact these transactions could change.

Allowance for Loan Losses

The allowance for loan losses is an estimate of the losses that may be sustained in the loan portfolio. The allowance is based on two basic principles of accounting: (i) ASC 450, Contingencies, which requires that losses be accrued when they are probable of occurring and estimable and (ii) ASC 310, Loans and Debt Securities Acquired with Deteriorated Credit Quality (previously Statement of Financial Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan), which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are determined to be impaired. The general component covers non-impaired loans and is based on management’s internal risk ratings as well as historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses.

GAAP does not specify how an institution should identify loans that are to be evaluated for collectability, nor does it specify how an institution should determine that a loan is impaired. Each subsidiary of Highlands uses its standard loan review procedures in making those judgments so that allowance estimates are based on a comprehensive analysis of the loan portfolio. For loans that are individually evaluated and found to be impaired, the associated allowance is based upon the estimated fair value, less costs to sell, of any collateral securing the loan as compared to the existing balance of the loan as of the date of analysis.

All other loans, including individually evaluated loans determined not to be impaired, are included in a group of loans that are measured under ASC 450 to provide for estimated credit losses that have been incurred on groups of loans with similar risk characteristics. The methodology for measuring estimated credit losses on groups of loans with similar risk characteristics in accordance with ASC 450 is based on each group’s historical net charge-off rate, adjusted for the effects of the qualitative or environmental factors that are likely to cause estimated credit losses as of the evaluation date to differ from the group’s historical loss experience.

Post Retirement Benefits and Life Insurance Investments

The Company has invested in and owns life insurance policies on key officers. The policies are designed so that the company recovers the interest expenses associated with carrying the policies and the officer will, at the time of retirement, receive any earnings in excess of the amounts earned by the Company. The Company recognizes as an asset the net amount that could be realized under the insurance contract as of the balance sheet date. This amount represents the cash surrender value of the policies less applicable surrender charges. The portion of the benefits, which will be received by the executives at the time of their retirement, is considered, when taken collectively, to constitute a retirement plan. Therefore the Company accounts for these policies using guidance found in ASC 715, Compensation –Retirement Benefits. ASC 715 requires that an employer’s obligation under a deferred compensation agreement be accrued over the expected service life of the employee through their normal retirement date. Assumptions are used in estimating the present value of amounts due officers after their normal retirement date. These assumptions include the estimated income to be derived from the investments and an estimate of the Company’s cost of funds in these future periods. In addition, the discount rate used in the present value calculation will change in future years based on market conditions.

Intangible Assets

The Company carries intangible assets related to the purchase of two banks. Amounts paid to purchase these banks were allocated as intangible assets. Generally accepted accounting principles were applied to allocate the intangible components of the purchases. The excess was allocated between identifiable intangibles (core deposit intangibles) and unidentified intangibles (goodwill). Goodwill is required to be evaluated for impairment on an annual basis, and the value of the goodwill adjusted accordingly, should impairment be found. As of December 31, 2010, the Company did not identify an impairment of this intangible. In addition to the intangible assets associated with the purchases of banks, the company also carries intangible assets relating to the purchase of naming rights to certain features of a performing arts center in Petersburg, WV. Intangible assets other than goodwill, which are determined to have finite lives, are amortized based upon the estimated economic benefits received.

A summary of the change in balances of intangible assets can be found in Note Twenty One to the Financial Statements.

Recent Accounting Pronouncements

Refer to Note Two of the Company’s consolidated financial statements for a discussion of recent accounting pronouncements.

Overview of 2010 Results

Net income for 2010 decreased by 52.56% as compared to 2009. The Company experienced a 1.52% increase in net interest income as the reduction in interest expenses outpaced the decreases in interest income. The Company also experienced a significant increase in the provision for loan losses of 87.07% or $1,623,000 from 2009 to 2010 due to an increase in non-performing assets. Non-interest income decreased 17.38% primarily as a result of decreases in non-recurring income including life insurance investment income and losses associated with the sale of foreclosed property. Non-interest expense increased 8.32% due largely to an increase in data processing and employee health insurance benefit costs.

The table below compares selected commonly used measures of bank performance for the twelve month periods ended December 31, 2010 and 2009:

	2010			2009
Annualized return on average assets		0.38	%		0.84	%
Annualized return on average equity		4.00	%		8.33	%
Net interest margin (1)		4.49	%		4.50	%
Efficiency Ratio (2)		69.54	%		63.55	%
Earnings per share (3)	$	1.19		$	2.51

(1) On a fully taxable equivalent basis and including loan origination fees

(2) Non-interest expenses for the period indicated divided by the sum of net interest income and non-interest income for the period indicated.

(3) Per weighted average shares of common stock outstanding for the period indicated.

Net Interest Income

2010 Compared to 2009

Net interest income, on a fully taxable equivalent basis, increased 1.25% from 2009 to 2010 as average balances of both earning assets and interest bearing liabilities increased from year to year. The increase in net interest income was driven by changes in average rates earned on assets and paid on interest bearing liabilities and by changes in the relative mix of earning assets and interest bearing liabilities.

For the year ended December 31, 2010, the Company’s average earning assets increased 1.52%; however, the percent of average loan balances, the highest earning of the Company’s earning assets, to total average earning assets decreased slightly to 89.26% in 2010 compared to 90.32% in 2009. The benefits of the Company’s increase in earning assets were offset by an increase in average interest bearing liabilities from 2009 to 2010 of 2.69%. The average balances of time deposits and long-term debt, both comparatively more expensive interest bearing liabilities, increased 2.35% from 2009 to 2010. These changes in the relative mix of earning assets and interest bearing liabilities and the change in the average yields somewhat offset resulting in the slight increase of the Company’s net interest income.

Rate cuts by the Federal Reserve (“the Fed”) for the target rate for federal funds sold continue to impact yields on earning assets and average rates paid on interest bearing liabilities. The Company experienced declining rates for 2010 as compared to 2009 on all components of earning assets and on the savings and time deposit components of interest bearing liabilities.

The Company believes that its deposits will be sufficient to fund the current and expected loan demand. Should the loan demand increase beyond the Company’s current expectations, the Company may be required to fund these loans with borrowings which could result in a reduction of net interest margin. However, management believes total net interest income would not be adversely affected.

Also, balances of non-performing loans and other real estate acquired through foreclosure have increased from December 31, 2009 to December 31, 2010. Increases in balances of non-accrual loans and other real estate acquired through foreclosure often have adverse effects on net interest income. Should balances of non-accrual loans and other real estate acquired through foreclosure continue to increase, net interest margin may decrease accordingly. Further discussion relating to the Company’s loan portfolio and credit quality can be found as part of this Management’s Discussion and Analysis under the headings of “Loan Portfolio” and “Credit Quality.”

The table below illustrates the effects on net interest income of changes in average volumes of interest bearing liabilities and earning assets from 2009 to 2010 and changes in average rates on interest bearing liabilities and earning assets from 2009 to 2010 (in thousands of dollars):

EFFECT OF RATE-VOLUME CHANGES ON NET INTEREST

(On a fully taxable equivalent basis)

Increase (Decrease) 2010 Compared to 2009

	Due to change in:
	Average Volume			Average Rate			Total Change
Interest Income
Loans	$	74		$	(1,298	)	$	(1,224	)
Taxable investment securities		126			(230	)		(104	)
Non-taxable investment securities		(32	)		(56	)		(88	)
Interest bearing deposits		5			(4	)		1
Federal funds sold		(3	)		(3	)		(6	)
Total Interest Income		170			(1,591	)		(1,421	)

Interest Expense
Demand deposits		1			(46	)		(45	)
Savings deposits		11			(27	)		(16	)
Time deposits		154			(1,668	)		(1,514	)
Borrowings		(102	)		50			(52	)
Total Interest Expense		64			(1,691	)		(1,627	)

Net Interest Income	$	106		$	100		$	206

The table below sets forth an analysis of net interest income for the years ended December 31, 2010 and 2009 (average balances and interest income/expense shown in thousands of dollars):

	2010								2009
	Average Balance			Income /Expense		Yield /Rate			Average Balance			Income /Expense		Yield /Rate

Earning Assets
Loans	$	332,846		$	22,144		6.65	%	$	331,740		$	23,368		7.04	%
Taxable investment securities		25,243			625		2.48	%		20,180			729		3.61	%
Non-taxable investment securities		3,357			152		4.53	%		4,059			240		5.92	%
Interest bearing deposits		2,928			8		.27	%		1,028			7		.68	%
Federal funds sold		8,502			14		.16	%		10,288			20		.19	%
Total Earning Assets		372,876			22,943		6.15	%		367,295			24,364		6.63	%

Allowance for loan losses		(4,811	)							(3,755	)
Other non-earning assets		40,705								34,097

Total Assets	$	408,770							$	397,637

Interest Bearing Liabilities
Demand deposits	$	23,337		$	29		.12	%	$	22,430		$	74		.33	%
Savings deposits		52,857			176		.33	%		49,618			192		.39	%
Time deposits		219,593			5,535		2.52	%		213,483			7,049		3.30	%
Overnight and other short-term debt		0			0		0.00	%		1,407			7		.50	%
Long-term debt		10,412			474		4.55	%		11,237			519		4.62	%
Total Interest Bearing Liabilities		306,199			6,214		2.03	%		298,175			7,841		2.63	%

Demand deposits		53,771								50,650
Other liabilities		9,007								8,524
Stockholders’ equity		39,793								40,288

Total Liabilities and Stockholders’ Equity	$	408,770							$	397,637

Net Interest Income				$	16,729							$	16,523
Net Yield on Earning Assets							4.49	%							4.50	%

Notes:

(1) Yields are computed on a taxable equivalent basis using a 30% tax rate

(2) Average balances are based upon daily balances

(3) Includes loans in non-accrual status

(4) Income on loans includes fees

Loan Portfolio

The Company is an active residential mortgage and construction lender and extends commercial loans to small and medium sized businesses within its primary service area. The Company’s commercial lending activity extends across its primary service areas of Grant, Hardy, Hampshire, Mineral, Randolph, Tucker and Pendleton counties in West Virginia and Frederick County, Virginia. Consistent with the Company’s focus on providing community-based financial services, the Company does not attempt to diversify its loan portfolio geographically by making significant amounts of loans to borrowers outside of its primary service area.

The table below summarizes the Company’s loan portfolio at December 31, 2010, 2009, 2008, 2007 and 2006 (in thousands of dollars):

	At December 31,
	2010			2009			2008			2007			2006
Real estate mortgage	$	168,226		$	162,619		$	156,877		$	169,122		$	164,243
Real estate construction		33,746			30,759			27,210			15,560			14,828
Commercial		97,089			97,606			97,709			79,892			70,408
Installment		30,275			44,499			43,958			45,625			43,37
Total Loans		329,336			335,483			325,754			310,199			292,816

Allowance for loan losses		(5,407	)		(4,021	)		(3,667	)		(3,577	)		(3,482	)

Net Loans	$	323,929		$	331,462		$	322,087		$	306,622		$	289,334

Commercial loan balances include certain loans secured by commercial real estate. As of December 31, 2010 the Company maintained balances of loans secured by real estate of $282,882,000 or 85.90% of total loans compared to $274,610,000 or 81.86% of total loans at December 31, 2009.

There were no foreign loans outstanding during any of the above periods.

The following table illustrates the Company’s loan maturity distribution as of December 31, 2010 (in thousands of dollars):

	Maturity Range
	Less than 1 Year		1-5 Years		Over 5 Years		Total
Loan Type
Commercial	$	35,085	$	16,561	$	43,887	$	95,533
Real estate mortgage and construction		61,560		41,008		99,405		201,973
Installment		7,249		20,691		3,890		31,830
Total Loans	$	103,894	$	78,260	$	147,182	$	329,336

Credit Quality

The principal economic risk associated with each of the categories of loans in the Company’s portfolio is the creditworthiness of its borrowers. Within each category, such risk is increased or decreased depending on prevailing economic conditions. The risk associated with the real estate mortgage loans and installment loans to individuals varies based upon employment levels, consumer confidence, fluctuations in value of residential real estate and other conditions that affect the ability of consumers to repay indebtedness. The risk associated with commercial, financial and agricultural loans varies based upon the strength and activity of the local economies of the Company’s market areas. The risks associated with real estate construction loans vary based upon the supply of and demand for the type of real estate under construction.

An inherent risk in the lending of money is that the borrower will not be able to repay the loan under the terms of the original agreement. The allowance for loan losses (see subsequent section) provides for this risk and is reviewed at least quarterly for adequacy. This review also considers concentrations of loans in terms of geography, business type or level of risk. While lending is geographically diversified within the service area, the Company does have some concentration of loans in the area of agriculture (primarily poultry farming), and the timber and coal extraction industries. The Company recognizes these concentrations and considers them when structuring its loan portfolio.

Non-performing loans include non-accrual loans and loans 90 days or more past due (including non-performing restructured loans). Non-accrual loans are loans on which interest accruals have been discontinued. Loans are typically placed in non-accrual status when the collection of principal or interest is 90 days past due and collection is uncertain based on the net realizable value of the collateral and/or the financial strength of the borrower. Also, the existence of any guaranties by federal or state agencies is given consideration in this decision. The policy is the same for all types of loans. Non-performing loans do not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity, or capital resources.

The following table summarizes the Company’s non-performing loans (in thousands of dollars):

	At December 31,
	2010		2009		2008		2007		2006
Loans accounted for on a non-accrual basis
Consumer	$	386	$	269	$	180	$	71	$	83
Commercial		1,352		90		0		0		0
Real estate		5,241		2,208		1,166		845		161
Total Non-accrual Loans		6,979		2,567		1,346		916		244


Loans delinquent 90 days or more
Consumer		121		167		575		497		122
Commercial		101		90		65		3		0
Real estate		644		1,935		2,832		1,744		1,335
Total delinquent loans		866		2,192		3,472		2,244		1,457

Total Non-performing loans	$	7,845	$	4,759	$	4,818	$	3,160	$	1,701

Restructured loans are loans on which the original interest rate or repayment terms have been changed due to financial hardship of the borrower. Restructured loans that are performing in accordance with modified terms are $6,740,000 and $1,836,000 at December 31, 2010 and December 31, 2009, respectively.

The carrying value of real estate acquired through foreclosure was $4,700,000 at December 31, 2010 and $3,223,000 at December 31, 2009. The Company's practice is to value real estate acquired through foreclosure at the lower of (i) an independent current appraisal or market analysis less anticipated costs of disposal, or (ii) the existing loan balance. The Company does not anticipate further losses from the disposal of other real estate owned.

Because of its large impact on the local economy, management continues to monitor the economic health of the poultry industry. The Company has direct loans to poultry growers and the industry is a large employer in the Company’s trade area. In addition, multiple manufacturers of household cabinetry are large employers in the Company’s primary trade area. Due to the downturn in the housing market nationally, there have been indications that the demand for cabinetry has decreased, impacting the performance of these manufacturers. Because of the impact on the local economy, management has begun to monitor the performance of this industry as it relates to local employment trends. Additionally, the Company’s loan portfolio contains a segment of loans collateralized by heavy equipment, particularly in the trucking, mining and timber industries. Because of the impact of the slowing economic conditions on the housing market, the timber sector has experienced a recent downturn. While the Company has experienced some losses related to the downturn in this industry, no material losses related to foreclosures of loans collateralized by assets typical to the timber harvest industry have occurred. This industry has seen some improvement during the current year, resulting in reduced financial stresses on the Company’s borrowers.

Allowance For Loan Losses

The allowance for loan losses is an estimate of the losses in the current loan portfolio. The allowance is based on two principles of accounting: (i) ASC 450, “Contingencies” which requires that losses be accrued when they are probable of occurring and estimable and (ii) ASC 310, “Receivables”, which requires that loans be identified which have characteristics of impairment as individual risks (e.g. the collateral, present value of cash flows or observable market values are less than the loan balance).

Each of the Company’s banking subsidiaries determines the adequacy of its allowance for loan losses independently using the same allowance for loan loss methodology. The allowance is calculated quarterly and adjusted prior to the issuance of the quarterly financial statements. All loan losses charged to the allowance are approved by the boards of directors of each bank at their regular meetings. In addition the boards of directors of each bank review the allowance methodology for consistency and reasonableness. The allowance is reviewed for adequacy after considering historical loss rates, current economic conditions (both locally and nationally) delinquency trends and charge-off activity, status of past due and non-performing loans, growth within the portfolio, the amount and types of loans comprising the loan portfolio, adverse situations that may affect a borrower’s ability to pay, the estimated value of underlying collateral, prevailing economic conditions and any known credit problems that have not been considered elsewhere in the calculation. Although the loan portfolios of the two banks are similar to each other, some differences exist which result in divergent risk patterns and different historical charge-off rates amongst the functional areas of the banks’ loan portfolios. Each bank pays particular attention to the individual loan performance, collateral values, borrower financial condition and economic conditions. A committee, with representatives from both subsidiary banks, meets to discuss the overall economic conditions that impact both subsidiary banks in the same fashion.

The determination of an adequate allowance at each bank is done in a four step process. The first step is to identify impaired loans. Impaired loans are problem loans above a certain threshold which are not expected to perform in accordance with the original loan agreement. A loan is considered impaired when, based on current information and events, it is probable that the Banks will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Banks do not separately identify individual consumer and residential loans for impairment disclosures, unless the loans are the subject of a restructuring agreement.

Impaired loans and their resulting valuation allowance are disclosed in table below.

December 31, 2010
Loan Type	Balance		Identified Impairment
Commercial mortgage	$	24,147	$	904
Commercial other		988		21
Consumer mortgage		253		0
	$	25,388	$	925

The second step is to identify loans above a certain threshold which are problem loans due to the borrower’s payment history or deteriorating financial condition. Losses in this category are determined based on historical loss rates of loans in the category over the prior 12 months. The third step is to calculate a loss for the remainder of the portfolio using historical loss information for each type of loan classification. The final step is to calculate the potential impact of other qualitative factors on future loan performance. Management has determined that the allowance for loan losses is adequate to absorb any losses inherent in the portfolio. Although management believes that it uses the best information available to make such determinations, future adjustments to the allowance for loan losses may be necessary, and the results of operations could be significantly and adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that material increases will not be necessary should the quality of the loans deteriorate as a result of factors previously discussed.

Both banks have outsourced independent loan review performed at least annually the results of which are reviewed by both bank boards and the Company’s audit committee with changes factored into the allowance calculations. Independent outsourced loan review considers the adequacy of loan underwriting, asset quality, the accuracy of the banks’ loan risk ratings and the appropriateness of specific reserves as well as the overall reasonableness of the allowance for loan losses.

Provisions for loan losses are charged to operations in order to maintain the allowance for loan losses at a level management considers adequate to absorb credit losses inherent in the loan portfolio. Credit exposures deemed uncollectible are charged against the allowance for loan losses. Recoveries of previously charge-off loans are credited to the allowance for loan losses. During 2010, the Company’s experienced level of net charge-offs, as compared to gross loan balances, was greater than that experienced in 2009. As a result of the impact of increased net charge-offs and reduced collateral values, the Company’s provision for loan losses during 2010 was $1,623,000 greater than in 2009. The Company’s ratio of allowance for loan losses to gross loans increased from 1.20% at December 31, 2009 to 1.64% at December 31, 2010. At December 31, 2010, the ratio of the allowance for loan losses to non-performing loans was 68.93% compared to 60.97% at December 31, 2009.

Cumulative net loan losses, after recoveries, for the five-year period ending December 31, 2010 are as follows (in thousands of dollars):

	Dollars		Percent of Total
Commercial	$	1,868		34	%
Real Estate		1,686		31	%
Consumer		1,947		35	%
Total	$	5,501

An analysis of the changes in the allowance for loan losses is set forth in the following table (in thousands of dollars):

	2010			2009			2008			2007			2006
Balance at beginning of period	$	4,021		$	3,667		$	3,577		$	3,482		$	3,129

Charge-offs:
Commercial loans		849			492			198			540			27
Real estate loans		1,230			445			228			47			1
Consumer loans		668			863			524			494			551
Total Charge-offs:		2,747			1,800			950			1,081			579

Recoveries:
Commercial loans		144			10			20			59			5
Real estate loans		167			72			2			4			20
Consumer loans		335			208			109			276			225
Total Recoveries		646			290			131			339			250

Net Charge-offs		2,101			1,510			819			742			329

Provision for loan losses		3,487			1,864			909			837			682

Balance at end of period	$	5,407		$	4,021		$	3,667		$	3,577		$	3,482

Percent of net charge-offs to average net loans outstanding during the period		.63	%		.46	%		.26	%		.24	%		.11	%

The table below shows the allocation of loans in the loan portfolio and the corresponding amounts of the allowance allocated by loan type (dollar amounts in thousands of dollars):

	At December 31,
	2010					2009					2008					2007					2006
	Amount		Percent of Loans			Amount		Percent of Loans			Amount		Percent of Loans			Amount		Percent of Loans			Amount		Percent of Loans
Commercial	$	2,232		30	%	$	1,669		29	%	$	1,349		30	%	$	1,140		26	%	$	1,492		24	%
Mortgage		1,662		61	%		1,034		58	%		994		57	%		1,200		59	%		996		61	%
Consumer		968		9	%		1,220		13	%		1,285		13	%		1,172		15	%		967		15	%
Unallocated		545					98					39					65					27
Totals	$	5,407		100	%	$	4,021		100	%	$	3,667		100	%	$	3,577		100	%	$	3,482		100	%

As certain loans identified as impaired are paid current, collateral values increase or loans are removed from watch lists for other reasons, and as other loans become identified as impaired, the allocation of the allowance among the loan types may change. The allocation also changes because delinquency levels within each of the respective portfolios change. The Company feels that the allowance is a fair representation of the losses present in the portfolio given historical loss trends, economic conditions and any known credit problems as of any quarter's end. The Company believes that the allowance is to be taken as a whole, and allocation between loan types is an estimation of potential losses within each loan type given information known at the time.

Non-Interest Income

2010 Compared to 2009

Non-interest income decreased 17.38%, or $440,000 from 2009 to 2010.

The decrease in non-interest income was primarily as a result of decreases in non-recurring income including life insurance investment income and losses associated with the sale of foreclosed property.

Service charges on deposit accounts decreased 9.25%. The largest portion of these charges is non-sufficient funds fees on non-interest bearing transaction accounts. The subsidiary banks continued to see decreases in service charges associated with the program commonly referred to as the “courtesy overdraft” program. This is the result of customer’s choice not to participate in the subsidiary bank’s automatic overdraft protection coupled with better management, by customers, of their accounts.

Life insurance investment income, in the executive retirement benefit plan, decreased 48.5% during 2010 compared to 2009 as a result of a year end adjustment of accelerated administration fees and an increase in the Company’s liability associated with the insured beneficiary payout program.

Net insurance earnings and commissions decreased $15,000 from 2009 to 2010. Insurance earnings for the Company consist of commissions earned by the subsidiary banks on life and accident and health insurance sold in relation to the extension of credit and insurance revenues, net of benefits paid, expense allowances and policy and claim reserves earned by the life insurance subsidiary. As the Company’s balances of installment loans and the new volume of installment loans, which are primary markets for credit life and accident and health insurance, have decreased over the past several years, gross revenues from insurance earnings have decreased. In relation to this decrease, required policy reserves have also declined. The table below illustrates the components of insurance commissions and income for 2009 and 2010 (in thousands of dollars), which is reported as other operating income.

	2010			2009			Increase (Decrease)
Revenues
Gross commissions and insurance revenues	$	158		$	195		$	(37	)

Expenses
Benefits Paid		8			44			(36	)
Changes in required policy and claim reserves		(55	)		(90	)		35
Expense allowance		68			89			(21	)
Total Expenses		21			43			(22	)

Net insurance income	$	137		$	152		$	(15	)

Non-interest Expense

2010 compared to 2009

Non-interest expense increased 8.32% in 2010 as compared to 2009.

Changes in salary and benefits expense

The following table compares the components of salary and benefits expense for the twelve month periods ended December 31, 2010 and 2009 (in thousands of dollars):

Salary and Benefits Expense
	2010		2009		Increase (Decrease)
Employee salaries	$	4,493	$	4,443	$	50
Employee benefit insurance		1,117		976		141
Payroll taxes		351		352		(1	)
Post retirement plans		976		803		173
Total	$	6,937	$	6,574	$	363

The table below illustrates the change in salary expense between 2010 compared to salary expense for 2009 occurring because of increases in average pay per employee and increases in the average number of full time employees (in thousands of dollars):

	Amount
Changes due to decrease in average cost per full time equivalent employee	$	(23	)
Changes due to increase in the average full time equivalent employees for the periods		73
Total increase in salary expense	$	50

Decreases in average cost per full-time employee and increase in cost due to full time equivalent employees is primarily driven by the opening of a new full service branch during 2010.

Changes in data processing expense

Data processing expense increased 61.92% or $421,000 during 2010 compared to 2009. During 2009, the Company completed the installation of its new core data processing system. During the negotiations for the new system, the vendor provided incentives in the form of credits for the Company’s then current contractual arrangements. This contributed significantly to the decline in data processing costs during 2009. The expiration of this monthly credit at the end of November 2009 coupled with a change in classification of ATM processing fees resulted in the increase. Prior to the implementation of the new system all ATM processing costs were classified as other non-interest expenses.

Changes in occupancy and equipment expense

The following table illustrates the components of occupancy and equipment expense for the twelve month periods ended December 31, 2010 and 2009 (in thousands of dollars):

	2010		2009		Increase (Decrease)
Depreciation of buildings and equipment	$	787	$	672	$	115
Maintenance expense on buildings and equipment		369		401		(32	)
Utilities expense		133		121		12
Real estate and personal property tax		100		101		(1	)
Other expense related to occupancy and equipment		98		90		8
Total occupancy and equipment expense	$	1,487	$	1,385	$	102

Occupancy and equipment expenses increased 7.36% during 2010 compared to 2009. This increase was driven by the addition of a full service branch opened during 2010.

Changes in miscellaneous non-interest expense

Director fees decreased by 3.72% during 2010 driven by attendance and the number of meetings held during 2010 compared to 2009. Legal and professional fees increased by $147,000 or 32.17% from 2009 to 2010 driven by outsourcing reporting services for year end 2009 and legal consultations during 2010.

Office supplies and postage and freight expenses decreased 16.43% or $80,000 during 2010 compared to 2009, largely driven by the reduction of courier services between branches.

FDIC premium expense increased 14.93% or $86,000 during 2010 compared to 2009 driven by the increased premiums implemented during 2009. 2010 expenses included a full year of the increased premiums as well as a full year of amortization of the three year premium prepayment required in 2009.

Loan and foreclosed asset expenses increased 150.73% or $309,000 during 2010 compared to 2009 due to the increased number of foreclosures during 2010.

The table below illustrates components of other non-interest expense for 2010 and 2009 (in thousands of dollars).

	2010			2009		Increase (Decrease)
ATM expense	$	(72	)	$	192	$	(264	)
Advertising and marketing expense		158			159		(1	)
Amortization of intangible assets		190			194		(4	)
Franchise taxes		96			110		(14	)
Miscellaneous components of other non-interest expense		584			631		(47	)
Total	$	956		$	1,286	$	(330	)

Securities Portfolio

The Company's securities portfolio serves several purposes. Portions of the portfolio are used to secure certain public deposits. The remaining portfolio is held as investments or used to assist the Company in liquidity and asset liability management. Total securities, including restricted securities, represented 6.85% of total assets and 66.26% of total shareholders’ equity at December 31, 2010.

The securities portfolio typically will consist of three components: securities held to maturity, securities available for sale and restricted securities. Securities are classified as held to maturity when management has the intent and the Company has the ability at the time of purchase to hold the securities to maturity. Held to maturity securities are carried at cost, adjusted for amortization of premiums and accretion of discounts. Securities to be held for indefinite periods of time are classified as available for sale and accounted for at market value. Securities available for sale include securities that may be sold in response to changes in market interest rates, changes in the security's prepayment risk, increases in loan demand, general liquidity needs and other similar factors. Restricted securities are those investments purchased as a requirement of membership in certain governmental lending institutions and cannot be transferred without the issuer’s permission. The Company's purchases of securities have generally been limited to securities of high credit quality with short to medium term maturities.

The Company identifies at the time of acquisition those securities that are available for sale. These securities are valued at their market value with any difference in market value and amortized cost shown as an adjustment in stockholders' equity. Changes within the year in market values are reflected as changes in other comprehensive income, net of the deferred tax effect. As of December 31, 2010, the fair value of the securities available for sale exceeds their cost basis by $343,000 ($216,000 after tax effect of $127,000).

The table below summarizes the carrying value of the Company’s securities at December 31, 2010, 2009 and 2008 (in thousands of dollars):

	Available for Sale Carrying Value December 31,
	2010		2009		2008
U.S. Treasuries and Agencies	$	9,258	$	12,426	$	7,726
Mortgage backed securities		5,651		5,836		10,342
Collateralized mortgage obligations		1,764		0		0
State and municipals		2,157		3,946		3,609
Certificates of deposit		6,465		4,703		0
Marketable equities		29		25		15
Total	$	25,324	$	26,936	$	21,692

The carrying amount and estimated market value of debt securities (in thousands of dollars) at December 31, 2010 by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Fair Value		Equivalent Average Yield

Securities Available for Sale
Due in next twelve months	$	3,078	$	3,101		1.68	%
Due after one year through five		14,404		14,583		1.80	%
Due five years through ten years		195		196		4.25	%
Mortgage backed securities		7,269		7,415		2.83	%
Equity securities with no maturity		15		29
Total Available For Sale	$	24,981	$	25,324		2.11	%

Yields on tax exempt securities are stated at actual yields.

Any changes in market values of securities deemed by management to be attributable to reasons other than changes in market rates of interest would be recorded through results of operations. It is the Company’s determination that all securities held at December 31, 2010 which have fair values less than the amortized cost, have these gross unrealized losses related to increases in the current interest rates for similar issues of securities, and that no material impairment for any securities in the portfolio exists because of downgrades of the securities or as a result of a change in the financial condition of any of the issuers. A summary of the length of time of unrealized losses for all securities held at December 31, 2010 can be found in the footnotes to the consolidated financial statements. The Company reviews all securities with unrealized losses, and all securities in the portfolio on a regular basis to determine whether the potential for other than temporary impairment exists. One of the criteria for making this determination is the rating given to each bond by the major ratings agencies Moodys and Standard & Poors.

A summary of the Company’s securities portfolio at December 31, 2010, based on the ratings of the securities in the portfolio given by these ratings agencies is shown below (in thousands of dollars):

		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Market Value
Ratings Provided by Ratings Agencies
Moody’s	S&P

U.S. Treasuries and Agencies
Aaa	AAA	$	9,132	$	133	$	7	$	9,258

Mortgage Backed Securities
Aaa	AAA		5,505		153		7		5,651

Commercial Mortgage Obligations
Aaa	AAA		1,764		0		0		1,764

State and Municipals
Aa3	AA+		954		28		0		982
Aa3	No Rating		70		2		0		72
No Rating	AA+		403		1		0		404
No Rating	No Rating		696		3		0		699


Marketable Equities
No Rating		$	15	$	14	$	0	$	29

Deposits

The Company's primary source of funds is local deposits. The Company's deposit base is comprised of demand deposits, savings and money market accounts and other time deposits. The majority of the Company's deposits are provided by individuals and businesses located within the communities served.

Total balances of deposits decreased 2.02% from December 31, 2009 to December 31, 2010.

A summary of the maturity range of time deposits over $100,000 is as follows (in thousands of dollars):

	At December 31,
	2010		2009		2008
Three months or less	$	11,725	$	11,133	$	12,136
Four to twelve months		36,431		36,512		32,828
One year to three years		22,419		23,447		14,127
Four years to five years		4,428		4,504		5,688
Total	$	75,003	$	75,596	$	64,779

Debt Instruments

Long-Term Borrowings

The Company borrows funds from the Federal Home Loan Bank (“FHLB”) to reduce market rate risks or to provide operating liquidity. The Company typically will initiate these borrowings in response to a specific need for managing market risks or for a specific liquidity need and will attempt to match features of these borrowings to best suit the specific need. Therefore, the borrowings on the Company’s balance sheet as of December 31, 2010 and throughout the twelve month period ended December 31, 2010 have varying features of amortization or single payment with periodic, regular interest payment and also have interest rates which vary based on the terms and on the features of the specific borrowing. More information regarding the Company’s FHLB advances can be found in Note Thirteen of the consolidated financial statements.

Short-Term Borrowings

As it becomes necessary for short-term liquidity needs and when beneficial for assisting in managing profitability the Company will periodically utilize either the FHLB or other available credit facilities for overnight or other short term borrowings. The use of short-term debt instruments is not a frequently utilized borrowing mechanism of the Company; however, during the third quarter of 2010, circumstances prescribed use of these borrowing facilities. At December 31, 2010, the Company had no balance in overnight and other short-term borrowings.

Capital Resources

The assessment of capital adequacy depends on a number of factors such as asset quality, liquidity, earnings performance and changing competitive conditions and economic forces. The Company seeks to maintain a strong capital base to support growth and expansion activities, to provide stability to current operations, and to promote public confidence.

The Company's capital position continues to exceed regulatory minimums. The primary indicators relied on by the Federal Reserve Board and other bank regulators in measuring strength of capital position are the Tier 1 Capital, Total Capital and Leverage ratios. Tier 1 Capital consists of common stockholders' equity adjusted for unrealized gains and losses on securities. Total Capital consists of Tier 1 Capital and a portion of the allowance for loan losses. Risk-based capital ratios are calculated with reference to risk-weighted assets, which consist of both on and off-balance sheet risks.

The capital management function is an ongoing process. The Company looks first and foremost to maintain capital levels adequate to satisfy regulatory requirements through earnings retention. The maintenance of capital adequacy is weighed against the management of capital for satisfactory return on equity, typically via use of dividends and/or share repurchases. During 2010, the Company’s capital position decreased $54,000 versus an increase of $2,023,000 during 2009. The return on average equity was 4.00% in 2010 compared to 8.33% for 2009. Total cash dividends declared represented 87.31% of net income for 2010 compared to 46.19% for 2009. Book value per share was $30.94 at December 31, 2010 compared to $30.98 at December 31, 2009.

Liquidity

Operating liquidity is the ability to meet present and future financial obligations. Short-term liquidity is provided primarily through cash balances, deposits with other financial institutions, federal funds sold, non-pledged securities and loans maturing within one year. Additional sources of liquidity available to the Company include, but are not limited to, loan repayments, the ability to obtain deposits through the adjustment of interest rates and the purchasing of federal funds. To further meet its liquidity needs, the Company also maintains lines of credit with correspondent financial institutions, the Federal Reserve Bank of Richmond, and the Federal Home Loan Bank of Pittsburgh.

Historically, the Company’s primary need for additional levels of operational liquidity has been to fund increases in loan balances. The Company has normally funded increases in loans by increasing deposits and balances of borrowed funds and decreases in secondary liquidity sources such as balances of federal funds sold and balances of securities. The Company maintains credit facilities which are typically sufficient to adequately fulfill any short-term liquidity needs, and management of deposit balances and long term borrowings are utilized for longer term liquidity management. Increases in liquidity requirements may cause the Company to offer above market rates on deposit products to attract new depositors, which would impact the Company’s net interest income.

The Company’s operating funds, funds with which to pay shareholder dividends and funds for the exploration of new business ventures have been supplied primarily through dividends paid by the Company’s two subsidiary Banks, Capon Valley Bank and The Grant County Bank. The various regulatory authorities impose restrictions on dividends paid by a state bank. A state bank cannot pay dividends without the consent of the relevant banking authorities in excess of the total net profits of the current year and the combined retained profits of the previous two years. As of December 31, 2010, the subsidiary Banks could pay dividends to the Company of approximately $2,615,000 without permission of the regulatory authorities.

Effects of Inflation

Inflation primarily affects industries having high levels of property, plant and equipment or inventories. Although the Company is not significantly affected in these areas, inflation does have an impact on the growth of assets. As assets grow rapidly, it becomes necessary to increase equity capital at proportionate levels to maintain the appropriate equity to asset ratios. Traditionally, the Company's earnings and high capital retention levels have enabled the Company to meet these needs.

The Company's reported earnings results have been minimally affected by inflation. The different types of income and expense are affected in various ways. Interest rates are affected by inflation, but the timing and magnitude of the changes may not coincide with changes in the consumer price index. The Company actively monitors interest rate sensitivity in order to minimize the effects of inflationary trends on interest rates. Other areas of non-interest expenses may be more directly affected by inflation.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 8.

Financial Statements and Supplementary Data

HIGHLANDS BANKSHARES, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2010 and 2009

(In thousands of dollars)

	2010			2009
ASSETS
Cash and due from banks	$	8,282		$	7,062
Interest bearing deposits in banks		3,532			1,880
Federal funds sold		5,836			8,936
Investment securities available for sale		25,324			26,936
Restricted investments		2,087			2,185
Loans		329,336			335,483
Allowance for loan losses		(5,407	)		(4,021	)
Bank premises and equipment		9,901			9,326
Interest receivable		1,791			1,908
Investment in life insurance contracts		7,031			6,755
Foreclosed assets		4,700			3,223
Goodwill		1,534			1,534
Other intangible assets		830			1,020
Other assets		5,123			5,583
Total Assets	$	399,900		$	407,810

LIABILITIES
Deposits
Non-interest bearing deposits	$	54,693		$	52,378
Interest bearing transaction and savings accounts		77,392			73,053
Time deposits over $100,000		75,003			75,596
All other time deposits		135,724			148,850
Total Deposits		342,812			349,877

Long-term debt instruments		9,393			10,866
Accrued expenses and other liabilities		6,327			5,645
Total Liabilities		358,532			366,388

STOCKHOLDERS’ EQUITY
Common Stock, $5 par value, 3,000,000 shares authorized, 1,436,874 shares issued		7,184			7,184
Surplus		1,662			1,662
Treasury stock (100,001 shares, at cost)		(3,372	)		(3,372	)
Retained earnings		37,165			36,963
Accumulated other comprehensive loss		(1,271	)		(1,015	)
Total Stockholders’ Equity		41,368			41,422

Total Liabilities and Stockholders’ Equity	$	399,900		$	407,810

The accompanying notes are an integral part of these financial statements.

HIGHLANDS BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2010 and 2009

(in thousands of dollars, except per share data)

	2010			2009
Interest and Dividend Income
Loans, including fees	$	22,144		$	23,368
Federal funds sold		14			20
Interest bearing deposits		8			7
Investment securities		731			879
Total Interest Income		22,897			24,274

Interest Expense
Interest on deposits		5,740			7,315
Interest on overnight and other short term debt instruments		1			7
Interest on long term debt instruments		473			519
Total Interest Expense		6,214			7,841

Net Interest Income		16,683			16,433

Provision for Loan Losses		3,487			1,864

Net Interest Income after Provision for Loan Losses		13,196			14,569

Non-interest Income
Service charges		1,559			1,718
Life insurance investment income		120			233
Gain (loss) on securities transactions		52			(7	)
Gain (loss) on sale of foreclosed property		(52	)		80
Gain on sale of fixed assets		0			2
Other operating income		413			506
Total Non-interest Income		2,092			2,532

Non-interest Expenses
Salaries and benefits		6,937			6,574
Occupancy and equipment expense		1,487			1,385
Data processing expense		1,101			680
Legal and professional fees		604			457
Directors fees		388			403
Office supplies and postage and freight expense		407			487
FDIC Premium		662			576
Loan and foreclosed asset expense		514			205
Other operating expenses		956			1,286
Total Non-interest Expenses		13,056			12,053

Income Before Income Tax Expense		2,232			5,048

Income Tax Expense		640			1,692

Net Income	$	1,592		$	3,356

Earnings Per Weighted Average Share Outstanding	$	1.19		$	2.51
Dividends Per Share	$	1.04		$	1.16
Weighted Average Shares Outstanding		1,336,873			1,336,873

The accompanying notes are an integral part of these financial statements.

HIGHLANDS BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

(in thousands of dollars)

	Common Stock		Surplus		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total


Balances at January 1, 2009	$	7,184	$	1,662	$	(3,372	)	$	35,157		$	(1,232	)	$	39,399

Comprehensive income:
Net income									3,356						3,356
Change in other comprehensive income												217			217
Total comprehensive income															3,573

Cash dividends									(1,550	)					(1,550	)

Balances at December 31, 2009	$	7,184	$	1,662	$	(3,372	)	$	36,963		$	(1,015	)	$	41,422


Comprehensive income:
Net income									1,592						1,592
Change in other comprehensive income												(256	)		(256	)
Total comprehensive income															1,336

Cash dividends									(1,390	)					(1,390	)

Balances at December 31, 2010	$	7,184	$	1,662	$	(3,372	)	$	37,165		$	(1,271	)	$	41,368

The accompanying notes are an integral part of these financial statements.

HIGHLANDS BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010 and 2009

(In thousands of dollars)

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	1,592		$	3,356
Adjustments to reconcile net income to net cash provided by operating activities
(Gain) loss on securities transactions		(52	)		7
(Gain) on sale of property and equipment		0			(2	)
(Gain) loss on sale of foreclosed assets		52			(80	)
Depreciation		787			672
Income from life insurance contracts		(120	)		(233	)
Net amortization of securities premiums		141			95
Provision for loan losses		3,487			1,864
Write-down on foreclosed assets		159			107
Deferred income tax expense (benefit)		(483	)		120
Amortization of intangibles		190			195
Decrease in interest receivable		117			256
(Increase) decrease in other assets		857			(2,348	)
Increase (decrease) in accrued expenses		526			(881	)
Net Cash Provided by Operating Activities		7,253			3,128

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of foreclosed assets and fixedassets		834			1,095
Proceeds from maturity of securities available for sale		19,650			12,357
Purchase of securities available for sale		(18,297	)		(17,542	)
Net change in other investments		98			(9	)
Net change in interest bearing deposits in other banks		(1,652	)		(1,378	)
Net change in federal funds sold		3,100			(8,776	)
Net (increase) decrease in loans		1,524			(14,224	)
Purchase of property and equipment		(1,362	)		(1,967	)
Net Cash Provided by (Used in) Investing Activities		3,895			(30,444	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in time deposits		(13,719	)		26,373
Net change in other deposit accounts		6,654			7,217
Repayment of long-term debt		(1,473	)		(451	)
Additional (repayment of) short-term borrowings		0			(4,800	)
Dividends paid in cash		(1,390	)		(1,550	)
Net Cash Provided by (Used in) Financing Activities		(9,928	)		26,789

CASH AND CASH EQUIVALENTS
Net increase (decrease) in cash and due from banks		1,220			(527	)
Cash and due from banks, beginning of year		7,062			7,589

Cash and due from banks, end of year	$	8,282		$	7,062

Supplemental Disclosures, Cash Paid For:
Interest Expense	$	6,382		$	8,028
Income Taxes	$	743		$	1,511

Supplemental Disclosure of noncash Investing and Financing Activities for other real estate acquired in settlement of loans	$	2,522		$	2,985

The accompanying notes are an integral part of these financial statements.

NOTE ONE: SUMMARY OF OPERATIONS

Highlands Bankshares, Inc. (the "Company") is a bank holding company and operates under a charter issued by the State of West Virginia. The Company owns all of the outstanding stock of The Grant County Bank ("Grant") and Capon Valley Bank ("Capon"), which operate under charters issued by the State of West Virginia. The Company also owns all of the outstanding stock of HBI Life Insurance Company, Inc. ("HBI Life"), which operates under a charter issued by the State of Arizona. State chartered banks are subject to regulation by the West Virginia Division of Banking, The Federal Reserve Bank and the Federal Deposit Insurance Corporation, while the insurance company is regulated by the Arizona Department of Insurance. The Banks provide services to customers located mainly in Grant, Hardy, Hampshire, Mineral, Pendleton, Randolph and Tucker counties of West Virginia, including the towns of Petersburg, Keyser, Moorefield, Davis and Wardensville through ten locations and in the county of Frederick in Virginia through two locations. The insurance company sells life and accident coverage exclusively through the Company's subsidiary Banks.

NOTE TWO: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of Highlands Bankshares, Inc. and its subsidiaries conform to accounting principles generally accepted in the United States of America and to accepted practice within the banking industry.

(a)	Principles of Consolidation

The consolidated financial statements include the accounts of The Grant County Bank, Capon Valley Bank and HBI Life Insurance Company, Inc. All significant inter-company accounts and transactions have been eliminated.

(b)	Use of Estimates in the Preparation of Financial Statements

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. A material estimate that is particularly susceptible to significant changes in the near term is the determination of the allowance for loan losses, which is sensitive to changes in local economic conditions.

(c)	Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash on hand and non-interest bearing funds at correspondent institutions.

(d)	Foreclosed Real Estate

The components of foreclosed real estate are adjusted to the fair value of the property at the time of acquisition, less estimated costs of disposal. The current year provision for a valuation allowance has been recorded as an expense to current operations.

(e)

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at unpaid principal balances net of unearned interest and the allowance for loan losses. Interest income is computed using the effective interest method based on the daily amount of principal outstanding and is credited to income as earned.

Loans are considered past due when they are not paid in accordance with contractual terms. Past due loans are monitored by portfolio segment and by severity of delinquency – 30-59 days past due; 60-89 days past due; and 90 days and greater past due.

The accrual of interest on loans in all loan segments (nonaccrual loans) is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is well secured and in the process of collection. When a loan is placed on nonaccrual status, all unpaid interest credited to income in the current calendar year is reversed and all unpaid interest accrued in prior calendar years is charged against the allowance for loan losses. Interest payments received on nonaccrual loans are either applied against principal or reported as interest income according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

f)	Securities

Securities that the Company has both the positive intent and ability to hold to maturity (at time of purchase) are classified as held to maturity securities. All other securities are classified as available for sale. Securities held to maturity are carried at historical cost and adjusted for amortization of premiums and accretion of discounts, using the effective interest method. Securities available for sale are carried at fair value with any valuation adjustments reported, net of deferred taxes, as other accumulated comprehensive income.

Restricted investments consist of investments in the Federal Home Loan Bank of Pittsburgh, the Federal Reserve Bank of Richmond and West Virginia Bankers’ Title Insurance Company. Such investments are required as members of these institutions and these investments cannot be sold without a change in the members' borrowing or service levels. Because there is no readily determinable market value for these investments, restricted investments are carried at cost on the Company’s balance sheet.

Interest and dividends on securities and amortization of premiums and discounts on securities are reported as interest income using the effective interest method. Gains (losses) realized on sales and calls of securities are determined using the specific identification method.

(g)	Allowance For Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are determined to be impaired. For such loans, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.

The general component covers non-impaired loans and is based on management’s internal risk ratings as well as historical loss experience adjusted for qualitative factors. The following risk factors relevant to each portfolio segment are reviewed and evaluated:

Changes in lending policies and procedures, including changes in underwriting standards or collection, charge-off and recovery practices.

Changes in national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including unemployment trends and GDP and other leading economic indicators.

Changes in the nature and volume of the portfolio.

Changes in the experience, ability and depth of lending management and staff.

Changes in the volume and severity of past due and classified loans, the volume of nonaccrual loans, troubled debt restructurings and other loan modifications.

Changes in the quality of the Banks’ loan review systems.

The existence and effect of any concentrations of credit, and the changes in the level of such concentrations.

Changes in the value of underlying collateral.

The effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.

An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payment of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Impairment is measured on a loan by loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Authoritative accounting guidance does not specify how an institution should identify loans that are to be evaluated for collectability, nor does it specify how an institution should determine that a loan is impaired. Each subsidiary of the Company uses its standard loan review procedures in making those judgments so that allowance estimates are based on a comprehensive analysis of the loan portfolio. For loans that are individually evaluated and found to be impaired, the associated allowance is based upon the estimated fair value, less costs to sell, of any collateral securing the loan as compared to the existing balance of the loan as of the date of analysis.

All other loans, excluding individually evaluated loans determined not to be impaired, are included in a group of loans that are measured under the general component of the allowance for loan losses to provide for estimated credit losses that have been incurred on groups of loans with similar risk characteristics. The methodology for measuring estimated credit losses on groups of loans with similar risk characteristics is based on each group’s historical net charge-off rate, adjusted for the effects of the qualitative or environmental factors that are likely to cause estimated credit losses as of the evaluation date to differ from the group’s historical loss experience.

(h)	Per Share Calculations

Earnings per share are based on the weighted average number of shares outstanding.

(i)	Bank Premises and Equipment

Land is carried at cost. Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is charged to income over the estimated useful lives of the assets using a combination of the straight line and accelerated methods. The costs of maintenance, repairs, renewals, and improvements to buildings, equipment and furniture and fixtures are charged to operations as incurred. Gains and losses on routine dispositions are reflected in other income or expense.

(j)	Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities and accrued pension liabilities, are reported along with net income as the components of comprehensive income.

(k)	Bank Owned Life Insurance Contracts

The Company has invested in and owns life insurance policies on certain officers. The policies are designed so that the Company recovers the interest expenses associated with carrying the policies and the officer will, at the time of retirement, receive any earnings in excess of the amounts earned by the Company. The Company recognizes as an asset the net amount that could be realized under the insurance contract as of the balance sheet date. This amount represents the cash surrender value of the policies less applicable surrender charges. The portion of the benefits which will be received by the executives at the time of their retirement is considered, when taken collectively, to constitute a retirement plan. Authoritative accounting guidance requires that an employers' obligation under a deferred compensation agreement be accrued over the expected service life of the employee through their normal retirement date. Assumptions are used in estimating the present value of amounts due officers after their normal retirement date. These assumptions include the estimated income to be derived from the investments and an estimate of the Company’s cost of funds in these future periods. In addition, the discount rate used in the present value calculation will change in future years based on market conditions.

(l)	Advertising

Advertising costs are expensed as they are incurred. Advertising expense for the years ended December 31, 2010 and 2009 was $158,000 and $ 159,000, respectively.

(m)	Goodwill and Other Intangible Assets

In accordance with authoritative accounting guidance, goodwill is not amortized over an estimated useful life, but rather will be tested at least annually for impairment. Core deposit and other intangible assets include premiums paid for acquisitions of core deposits (core deposit intangibles) and other identifiable intangible assets. Intangible assets other than goodwill, which are determined to have finite lives, are amortized based upon the estimated economic benefits received, which is ten years for the core deposit intangibles.

Core deposit and other intangible assets include premiums paid for acquisitions of core deposits (core deposit intangibles) and other identifiable intangible assets related to business acquisitions. In addition to the intangible assets associated with the purchase of banking organizations, the Company also carries intangible assets related to the purchase of certain naming rights to a performing arts center in Petersburg, WV.

(n)	Income Taxes

Amounts provided for income tax expense are based on income reported for financial statement purposes rather than amounts currently payable under federal and state tax laws. Deferred taxes, which arise principally from differences between the period in which certain income and expenses are recognized for financial accounting purposes and the period in which they affect taxable income, are included in the amounts provided for income taxes.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely to be realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above would be reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest and penalties associated with unrecognized tax benefits would be classified as additional income taxes in the statement of income.

At December 31, 2010 there were no unrecognized tax benefits.

(o)	Reclassifications

Certain reclassifications have been made to prior period balances to conform with the current year’s presentation format.

(p)	Recent Accounting Standards

Adoption of New Accounting Standards

In June 2009, the Financial Accounting Standards Board (FASB) issued new guidance relating to the accounting for transfers of financial assets. The new guidance, which was issued as SFAS No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” was adopted into the Accounting Standards Codification (Codification) in December 2009 through the issuance of Accounting Standards Update (ASU) 2009-16. The new standard provides guidance to improve the relevance, representational faithfulness, and comparability of the information that an entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. ASU 2009-16 was effective for transfers on or after January 1, 2010. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued new guidance relating to variable interest entities. The new guidance, which was issued as SFAS No. 167, “Amendments to FASB Interpretation No. 46(R),” was adopted into the Codification in December 2009. The objective of the guidance is to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. SFAS No. 167 was effective as of January 1, 2010. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In October 2009, the FASB issued ASU 2009-15, “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing.” ASU 2009-15 amends Subtopic 470-20 to expand accounting and reporting guidance for own-share lending arrangements issued in contemplation of convertible debt issuance. ASU 2009-15 is effective for fiscal years beginning on or after December 15, 2009 and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued ASU 2010-04, Accounting for Various Topics – Technical Corrections to SEC Paragraphs. ASU 2010-04 makes technical corrections to existing Securities and Exchange Commission (SEC) guidance including the following topics: accounting for subsequent investments, termination of an interest rate swap, issuance of financial statements - subsequent events, use of residential method to value acquired assets other than goodwill, adjustments in assets and liabilities for holding gains and losses, and selections of discount rate used for measuring defined benefit obligation. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

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

In February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements.” ASU 2010-09 addresses both the interaction of the requirements of Topic 855 with the SEC’s reporting requirements and the intended breadth of the reissuance disclosures provisions related to subsequent events. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. ASU 2010-09 was effective immediately. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

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

On September 15, 2010, the SEC issued Release No. 33-9142, “Internal Control Over Financial Reporting In Exchange Act Periodic Reports of Non-Accelerated Filers.” This release issued a final rule adopting amendments to its rules and forms to conform them to Section 404(c) of the Sarbanes-Oxley Act of 2002 (SOX), as added by Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act. SOX Section 404(c) provides that Section 404(b) shall not apply with respect to any audit report prepared for an issuer that is neither an accelerated filer nor a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934. Release No. 33-9142 was effective September 21, 2010.

On September 17, 2010, the SEC issued Release No. 33-9144, “Commission Guidance on Presentation of Liquidity and Capital Resources Disclosures in Management’s Discussion and Analysis.” This interpretive release is intended to improve discussion of liquidity and capital resources in Management’s Discussion and Analysis of Financial Condition and Results of Operations in order to facilitate understanding by investors of the liquidity and funding risks facing the registrant. This release was issued in conjunction with a proposed rule, “Short-Term Borrowings Disclosures,” that would require public companies to disclose additional information to investors about their short-term borrowing arrangements. Release No. 33-9144 was effective on September 28, 2010.

In January 2011, the FASB issued ASU 2011-01, “Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20.” The amendments in this ASU temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU 2010-20 for public entities. The delay is intended to allow the FASB time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011.

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

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

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

No other recent accounting pronouncements had a material impact on the Company’s consolidated financial statements, and it is believed that none will have a material impact on the Company’s operations in future years.

NOTE THREE: SECURITIES

The income derived from taxable and non-taxable securities for the years ended December 31, 2010 and 2009 is shown below (in thousands of dollars):

	Year Ended December 31,
	2010		2009
Investment securities, taxable	$	625	$	728
Investment securities, non-taxable		106		151

The carrying amount and estimated fair value of securities available for sale at December 31, 2010 and 2009 are as follows (in thousands of dollars):

Available for Sale Securities
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
December 31, 2010

U.S. Treasuries and Agencies	$	9,132	$	133	$	7	$	9,258
Mortgage backed securities		5,505		153		7		5,651
Collateralized mortgage obligations		1,764		0		0		1,764
State and municipals		2,123		34		0		2,157
Certificates of deposit		6,442		25		2		6,465
Marketable equities		15		14		0		29
Total Securities Available for Sale	$	24,981	$	359	$	16	$	25,324

December 31, 2009

U.S. Treasuries and Agencies	$	12,250	$	177	$	1	$	12,426
Mortgage backed securities		5,630		206		0		5,836
State and municipals		3,832		114		0		3,946
Certifications of deposit		4,696		9		2		4,703
Marketable equities		15		10		0		25
Total Securities Available for Sale	$	26,423	$	516	$	3	$	26,936

The carrying amount and fair value of debt securities at December 31, 2010, by contractual maturity are shown below (in thousands of dollars). Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Securities Available for Sale
	Amortized Cost		Fair Value
Due in one year or less	$	3,078	$	3,101
Due after one year through five years		14,424		14,583
Due after five years through ten years		195		196
Mortgage backed securities		7,269		7,415
Equity securities with no maturity		15		29

Total Securities Available for Sale	$	24,981	$	25,324

Securities having a carrying value of $7,195,000 at December 31, 2010 and $4,991,000 at December 31, 2009 were pledged to secure public deposits and for other purposes required by law.

Information pertaining to securities with gross unrealized losses at December 31, 2010 and 2009, aggregated by investment category and length of time that individual securities have been in a continuous loss position is shown in the table below (in thousands of dollars):

	Total					Less than 12 Months					12 Months or Greater
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
December 31, 2010
Investment Category
U.S. Treasuries and Agencies	$	993	$	(7	)	$	993	$	(7	)	$	0	$	0
Mortgage backed securities		2,283		(7	)		2,283		(7	)		0		0
Collateralized mortgage obligations		827		0			827		0			0		0
Certificates of deposit		494		(2	)		494		(2	)		0		0
Marketable equities		0		0			0		0			0		0
Total	$	4,597	$	(16	)	$	4,597	$	(16	)	$	0	$	0

December 31, 2009
Investment Category
U.S. Treasuries and Agencies	$	999	$	(1	)	$	999	$	(1	)	$	0	$	0
Mortgage backed securities		24		0			24		0			0		0
State and municipals		246		(2	)		246		(2	)		0		0
Marketable equities		0		0			0		0			0		0
Total	$	1,269	$	(3	)	$	1,269	$	(3	)	$	0	$	0

The number of securities available for sale that were in an unrealized loss position at December 31, 2010 is summarized in the table below:

	Total		Loss Position less than 12 Months		Loss Position greater than 12 Months
U.S. Treasuries and Agencies		1		1		0
Mortgage backed securities		3		3		0
Collateralized mortgage obligations		1		1		0
Certificates of deposit		2		2		0
Total		7		7		0

It is management’s determination that all securities held at December 31, 2010, which have fair values less than the amortized cost, have gross unrealized losses related to increases in the current interest rates for similar issues of securities, and that no material impairment for any securities in the portfolio exists because of downgrades of the securities or as a result of a change in the financial condition of any of the issuers.

NOTE FOUR: RESTRICTED INVESTMENTS

Restricted investments consist of investments in the Federal Home Loan Bank, the Federal Reserve Bank and West Virginia Bankers’ Title Insurance Company. Investments are carried at face value and the level of investment is dictated by the level of participation with each institution. Amounts are restricted as to transferability. Investments in the Federal Home Loan Bank act as a collateral against the outstanding borrowings from that institution.

NOTE FIVE: LOANS

Loans outstanding as of December 31, 2010 and 2009 are summarized as follows (in thousands of dollars):

	2010		2009
Commercial	$	97,089	$	97,606
Real Estate Construction		33,746		30,759
Real Estate Mortgage		168,226		162,619
Consumer Installment		30,275		44,499
Total Loans	$	329,336	$	335,483

The following is a summary of information pertaining to impaired loans by portfolio segment at December 31, 2010 and 2009 (in thousands of dollars):

	Impaired Loans For the Years Ended December 31, 2010
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized

With no related allowance recorded:
Commercial Mortgage	$	18,455	$	18,455	$	0	$	26,557	$	137
Commercial Other		840		840		0		1,159		13
Consumer Mortgage		253		253		0		256		2
Sub-total	$	19,548	$	19,548	$	0	$	27,972	$	152
With an allowance recorded:
Commercial Mortgage	$	5,692	$	5,692	$	904	$	6,871	$	272
Commercial Other		148		148		21		203		19
Sub-total	$	5,840	$	5,840	$	925	$	7,074	$	291
Total
Commercial Mortgage	$	24,147	$	24,147	$	904	$	33,428	$	409
Commercial Other		988		988		21		1,362		32
Consumer Mortgage		253		253		0		256		2
Total	$	25,388	$	25,388	$	925	$	35,046	$	443

	2009
Year end balance, impaired loans	$	3,425
Allowance for impairments, year end		662
Average balance impaired loans, year ended December 31		3,691
Income recorded on impaired loans, year ended December 31		246

No loans were identified as impaired with potential loss as of December 31 2010 or 2009 for which an allowance was not provided. The table above includes troubled debt restructuring (TDR). Loans are identified as TDR if concessions are made related to the terms of the loan beyond regular lending practices in response to a borrower’s financial condition. Restructured loans performing in accordance with modified terms consist of nine commercial mortgages and one consumer mortgage. Restructured loans not performing in accordance with modified terms consist of one commercial mortgage and one consumer mortgage. These loans were modified to reduce interest rates or provide for interest-only payment periods. These loans did not have any additional commitments to extend credit at December 31, 2010.

Certain loans identified as impaired are placed into non-accrual status, based upon the loans’ performance compared with contractual terms. Not all loans identified as impaired are placed upon non-accrual status. The interest on loans identified as impaired and also placed in non-accrual status and not recognized as income throughout the year (foregone interest) was $427,000 in 2010. Foregone interest in 2009 totaled $157,000.

Balances of non-accrual loans and loans past due ninety days or greater and still accruing interest at December 31, 2010 and 2009 are shown below (in thousands of dollars):

Financing Receivables on Nonaccrual Status As of December 31, 2010


Commercial Mortgage	$	2,215
Commercial Other		139
Consumer Mortgage		4,240
Consumer Other		385

	$	6,979

	2009
Non-accrual loans at year end	$	2,567
Loans past due ninety days or greater and still accruing interest at year end	$	2,192

Age Analysis of Past Due Financing Receivables As of December 31, 2010

	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing

Commercial - Mortgage	$	3,691	$	663	$	2,188	$	6,542	$	136,354	$	142,896	$	301
Commercial -Other		234		396		46		676		14,361		15,037		46
Consumer - Mortgage		5,391		2,952		4,089		12,432		130,073		142,505		397
Consumer - Other		917		580		171		1,668		27,230		28,898		122
Total	$	10,233	$	4,591	$	6,494	$	21,318	$	308,018	$	329,336	$	866

NOTE SIX: EARNINGS PER SHARE

Earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the period. During 2010 and 2009, there were no changes to the outstanding shares of common stock.

NOTE SEVEN: ALLOWANCE FOR LOAN LOSSES

A summary of the changes in the allowance for loan losses for the years ended December 31, 2010 and 2009 is shown below (in thousands of dollars):

	2010			2009
Balance at beginning of year	$	4,021		$	3,667
Provision charged to operating expenses		3,487			1,864
Loan recoveries		646			290
Loans charged off		(2,747	)		(1,800	)
Balance at end of year	$	5,407		$	4,021

Allowance for Loan Losses as percentage of outstanding loans at year end		1.64	%		1.20	%

Allowance for Credit Losses and Outstanding Balance in Financing Receivables For the Years Ended December 31, 2010

	Commercial Mortgage		Commercial Other		Consumer Mortgage		Consumer Other		Unallocated		Total

Allowance for Credit Losses:
Ending Balance 12/31/2010	$	1,345	$	887	$	1,662	$	968	$	545	$	5,407
Ending Balance: individually evaluated for impairment	$	904	$	21	$	0	$	0	$	0	$	925
Ending Balance: collectively evaluated for impairment	$	441	$	866	$	1,662	$	968	$	545	$	4,482

Financing Receivables:
Ending Balance	$	142,896	$	15,037	$	142,505	$	28,898	$	0	$	329,336
Ending Balance: individually evaluated for impairment	$	24,147	$	988	$	-	$	253	$	0	$	25,388
Ending Balance: collectively evaluated for impairment	$	118,749	$	14,049	$	142,505	$	28,645	$	0	$	303,948

The following table presents the company’s loans by internally assigned grades and by loan type (in thousands of dollars).

Credit Quality Indicators As of December 31, 2010
Credit Quality Indicators As of December 31, 2010

Credit Risk Profile by Internally Assigned Grade

	Commercial Mortgage		Commercial Other		Consumer Mortgage		Consumer Other		Total
Grade:
Excellent (1)	$	1,573	$	968	$	2,964	$	2,793	$	8,298
Very Good (2)		16,509		1,648		28,611		5,765		52,533
Pass (3)		88,366		8,610		91,889		18,104		206,969
Special Mention (4)		7,262		1,876		6,050		1,526		16,714
Substandard (5)		24,194		1,025		6,747		450		32,416
Doubtful (6)		0		0		0		0		0
Loss (7)		0		0		129		0		129
Pass-Watch (8)		3,160		619		1,228		120		5,127

Total	$	141,064	$	14,746	$	137,618	$	28,758	$	322,186

Loans classified as, “special mention” have potential weaknesses that deserve management’s close attention. Loans classified as “substandard” have been determined to be inadequately protected by the current collateral pledged, if any, the cash flow and or the net worth of the borrower. “Doubtful” loans have all the weaknesses inherent in substandard loans, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans classified as “loss” are loans with expected loss of the entire principle balance. The loan may be carried in this classified status if circumstances indicate a remote possibility that the amount will be repaid, however, the principle balance is included in the impairment calculation and carried in the allowance for loan losses. Loans not categorized as special mention, substandard, or doubtful are classified as “pass”, “very good” or “excellent” loans and are considered to exhibit acceptable risk. Additionally the company classifies certain loans as “pass-watch” loans. This category includes satisfactory borrowing relationships that require close monitoring because of complexity, information deficiencies, or emerging signs of weakness.

NOTE EIGHT: BANK PREMISES AND EQUIPMENT

Bank premises and equipment as of December 31, 2010 and 2009 are summarized as follows (in thousands of dollars):

	2010			2009
Land	$	2,237		$	2,227
Buildings and improvements		9,445			8,736
Furniture and equipment		5,805			5,519

Total Cost		17,487			16,482
Less accumulated depreciation		(7,586	)		(7,156	)

Net Book Value	$	9,901		$	9,326

Provisions for depreciation charged to operations during 2010 and 2009 were as follows (in thousands of dollars):

Year	Provision for Depreciation
2010	$	787
2009		672

NOTE NINE: RESTRICTIONS ON DIVIDENDS OF SUBSIDIARY BANKS

The principal source of funds of the Company is dividends paid by its subsidiary Banks. The various regulatory authorities impose restrictions on dividends paid by a state bank. A state bank cannot pay dividends (without the consent of state banking authorities) in excess of the total net profits (net income less dividends paid) of the current year to date and the combined retained profits of the previous two years. As of December 31, 2010, the Banks could pay dividends to the Company of approximately $2,615,000 without permission of the regulatory authorities.

NOTE TEN: DEPOSITS

At December 31, 2010, the scheduled maturities of time deposits were as follows (in thousands of dollars):

Year	Amount Maturing
2011	$	129,405
2012		49,902
2013		13,645
2014		5,561
2015		9,902
2016		2,312
Total	$	210,727

Interest expense on time deposits of $100,000 and over aggregated $2,020,000 and $2,404,000 for 2010 and 2009, respectively.

The aggregate amount of demand deposit overdrafts reclassified as loan balances were $214,000 and $290,000 at December 31, 2010 and 2009, respectively.

NOTE ELEVEN: CONCENTRATIONS

The Banks grant commercial, residential real estate and consumer loans to customers located primarily in the eastern portion of the State of West Virginia. Although the Banks have a diversified loan portfolio, a substantial portion of the debtors' ability to honor their contracts is dependent upon the agribusiness, mining, trucking and logging sectors. Collateral required by the Banks is determined on an individual basis depending on the purpose of the loan and the financial condition of the borrower. The ultimate collectability of the loan portfolios is susceptible to changes in local economic conditions. Of the $329,336,000 and $335,482,000 loans held by the Company at December 31, 2010 and 2009, respectively, $282,882,000 and $274,610,000 are secured by real estate.

The Company’s subsidiaries had cash deposited in and federal funds sold to other commercial banks totaling $9,368,000 and $10,816,000 at December 31, 2010 and 2009, respectively. Deposits with other correspondent banks are generally unsecured and have limited insurance under current banking insurance regulations, which management considers to be a normal business risk.

NOTE TWELVE: TRANSACTIONS WITH RELATED PARTIES

During the year, officers and directors (and companies controlled by them) of the Company and subsidiary Banks were customers of and had transactions with the subsidiary Banks in the normal course of business. These transactions were made on substantially the same terms as those prevailing for other customers and did not involve any abnormal risk. The table below summarizes changes to balances of loans and to unused commitments to related parties during the years ended December 31, 2010 and 2009 (in thousands of dollars):

	2010			2009
Loans to related parties, beginning of year	$	8,402		$	8,392
New loans		798			809
Additions for new executives		257			0
Deletions for former executives		0			(8	)
Repayments		(780	)		(791	)
Loans to related parties, end of year	$	8,677		$	8,402

At December 31, 2010, deposits of related parties including directors, executive officers, and their related interests of the Company and subsidiaries approximated $8,349,000, and at December 31, 2009, deposits of related parties including directors, executive officers, and their related interests of the Company and subsidiaries approximated $8,138,000.

NOTE THIRTEEN: DEBT INSTRUMENTS

The Company has borrowed money from the Federal Home Loan Bank of Pittsburgh (FHLB). This debt consists of both borrowings with terms of maturities of six months or greater and also certain debts with maturities of thirty days or less.

The borrowings with long term maturities may have either single payment maturities or amortize. The various borrowings mature from 2011 to 2020. The interest rates on the various borrowings at December 31, 2010 range from 3.94% to 5.96%. The weighted average interest rate on the borrowings at December 31, 2010 was 4.58%. Repayments of long-term debt are due monthly, quarterly or in a single payment at maturity. The maturities of long-term debt as of December 31, 2010 are as follows (in thousands of dollars):

Year	Balance
2011	$	1,255
2012		5,695
2013		289
2014		622
2015		1,459
Thereafter		73
Total	$	9,393

In addition to utilization of the FHLB for borrowings of long term debt, the Company also can utilize the FHLB for overnight and other short term borrowings; however, at December 31, 2010, the Company had no balances in overnight and other short term borrowings. The Company has total borrowing capacity from the FHLB of $158,104,000. The Banks have pledged mortgage loans and securities as collateral on the FHLB borrowings in the approximate amount of $158,104,000 at December 31, 2010.

The subsidiary Banks also have short term borrowing capacity from each of their respective correspondent banks. As of December 31, 2010 the Company has total borrowing capacity from its correspondent banks of $13,500,000. The interest rates on these lines are variable and are subject to change daily based on current market conditions.

NOTE FOURTEEN: INCOME TAX EXPENSE

The Company files an income tax return in the U.S. federal jurisdiction and an income tax return in the State of West Virginia. With few exceptions, the Company is no longer subject to U.S. federal, state or local income tax examinations by tax authorities for years before 2007.

Included in the balance sheet at December 31, 2010 are tax positions related to loan charge offs for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

The components of income tax expense for the years ended December 31, 2010 and 2009 are summarized in the table on the following page (in thousands of dollars):

	2010			2009
Current Expense
Federal	$	984		$	1,356
State		139			216
Total Current Expense		1,123			1,572

Deferred Expense (Benefit)
Federal		(444	)		110
State		(39	)		10
Total Current Expense (Benefit)		(483	)		120

Income Tax Expense	$	640		$	1,692

The deferred tax effects of temporary differences for the years ended December 31, 2010 and 2009 are as follows (in thousands of dollars):

	2010			2009
Provision for loan losses	$	(519	)	$	(119	)
Pension Expense		(91	)		142
Depreciation		183			93
Deferred compensation		(62	)		(7	)
Miscellaneous		6			11
Net increase in deferred income tax benefit	$	(483	)	$	120

The net deferred tax assets arising from temporary differences as of December 31, 2010 and 2009 are shown in the table on the following page (in thousands of dollars):

	2010		2009
Deferred Tax Assets
Provision for loan losses	$	1,725	$	1,204
Insurance commissions		19		24
Deferred compensation		983		938
Pension obligation		641		466
Other		2		2
Total Assets		3,370		2,634

Deferred Tax Liabilities

Unrealized gains on securities available for sale		125		190
Depreciation		638		462
Other		2		10
Total Liabilities		765		662

Net Deferred Tax Asset	$	2,605	$	1,972

The Company has not recorded a valuation allowance for the deferred tax assets as management believes it is more likely than not that they will be ultimately realized.

The following table summarizes the differences between income tax expense and the amount computed by applying the federal statutory rate for the two years ended December 31, 2010 and 2009 (in thousands of dollars):

	2010			2009
Amounts at federal statutory rate	$	759		$	1,716
Additions (reductions) resulting from:
Tax exempt income		(59	)		(104	)
Partially exempt income		(26	)		(28	)
State income taxes, net		28			170
Income from life insurance contracts		(43	)		(94	)
Non deductible expenses related to branch acquisitions		53			65
Other		(72	)		(33	)

Income tax expense	$	640		$	1,692

NOTE FIFTEEN: EMPLOYEE BENEFITS

In addition to an Employee Stock Ownership Plan (ESOP), which provides stock ownership to all employees of the Company, the Company’s two subsidiary Banks, The Grant County Bank (Grant) and Capon Valley Bank (Capon) have separate retirement and profit sharing plans which cover substantially all full time employees at each Bank. A summary of the employee benefits provided by each Bank is provided below. The Company’s ESOP plan provides stock ownership to all employees of the Company. The Plan provides total vesting upon the attainment of seven years of service. Contributions to the plan are made at the discretion of the board of directors and are allocated based on the compensation of each employee relative to total compensation paid by the Company. All shares held by the Plan are considered outstanding in the computation of earnings per share. Shares of Company stock, when distributed, will have restrictions on transferability. Certain executives of both Grant and Capon have post retirement benefits related to the Banks’ investment in life insurance policies (see Note Nineteen). Expenses related to all retirement benefit plans charged to operations totaled $976,000 in 2010 and $803,000 in 2009.

Capon Valley Bank

Capon has a defined contribution pension plan with 401(k) features that is funded with discretionary contributions. Capon matches on a limited basis the contributions of the employees. Investment of employee balances is done through the direction of each employee. Employer contributions are vested over a six-year period.

The Grant County Bank

Grant is a member of the West Virginia Bankers’ Association Retirement Plan (the “Plan”). This Plan is a defined benefit plan with benefits under the Plan based on compensation and years of service with full vesting after seven years of service. Prior to 2002, the Plan’s assets were in excess of the projected benefit obligations and thus Grant was not required to make contributions to the Plan. Since 2004, Grant has been required to make contributions. The contribution expected during 2011 is $234,000. At December 31, 2010, Grant has recognized liabilities of $1,762,000 relating to unfunded pension liabilities. As a result of the Plan’s inability to meet expected returns in recent years, a portion of this liability is reflected as a decrease in other comprehensive income of $1,485,000 (net of $872,000 tax benefit).

The following table provides a reconciliation of the changes in the Plan’s obligations and fair value of assets as of December 31, 2010 and 2009 using a measurement date of December 31, 2010 and December 31, 2009 respectively (in thousands of dollars):

	2010			2009
Change in Benefit Obligation
Benefit obligation, beginning	$	5,136		$	4,492
Service Cost		188			168
Interest Cost		303			276
Actuarial Loss (Gain)		464			281
Benefits Paid		(80	)		(81	)
Benefit obligation, ending	$	6,011		$	5,136

Accumulated Benefit Obligation	$	5,037		$	4,261

Change in Plan Assets
Fair value of assets, beginning	$	3,858		$	2,650
Actual return on assets, net of administrative expenses		471			699
Employer contributions		0			590
Benefits paid		(80	)		(81	)
Fair value of assets, ending	$	4,249		$	3,858

Funded Status
Fair value of plan assets	$	4,249		$	3,858
Projected benefit obligation		6,011			5,136
Funded status		(1,762	)		(1,278	)

Liabilities Recognized in the Statement of Financial Position	$	(1,762	)	$	(1,278	)

Amounts Recognized in Accumulated Other Comprehensive Income
Prior Service Cost	$	0		$	0
Net (Gain)/Loss		2,356			2,124
Total	$	2,356		$	2,124

The following table provides the components of the net periodic pension expense for the Plan for the years ended December 31, 2010 and 2009 (in thousands of dollars):

	2010			2009
Service cost	$	188		$	168
Interest cost		303			276
Expected return on plan assets		(337	)		(306	)
Recognized net actuarial loss		98			47
Adjustment due to change in measurement date		0			25
Net Periodic Pension Expense	$	252		$	210

The expected pension expense for 2011 is $329,000. The amount of estimated loss accumulated in other comprehensive income expected to be recognized in net periodic benefit cost in 2011 is $154,000.

The table below summarizes the benefits expected to be paid to participants in the plan (in thousands of dollars):

	Year	Expected Benefit Payments
	2011	$	202
	2012		217
	2013		269
	2014		375
	2015		388
Years 2016 –	2019		2,079

The weighted average assumption used in the measurement of Grant’s benefit obligation and net periodic pension expense is as follows:

	2010			2009
Discount rate		6.00	%		6.25	%
Expected return on plan assets		8.00	%		8.00	%
Rate of compensation increase		3.00	%		3.00	%

The plan sponsor estimates the expected long-term rate of return on assets in consultation with their advisors and the plan actuary. This rate is intended to reflect the average rate of earnings expected to be earned on the funds invested or to be invested to provide plan benefits. Historical performance is reviewed, especially with respect to real rate of return (net of inflation) for the major asset classes held or anticipated to be held by the trust. Undue weight is not given to recent experience, which may not continue over the measurement period, with higher significance placed on current forecasts of future long-term economic conditions.

The following table provides the pension plan’s asset allocation as of December 31, 2010 and 2009:

	2010			2009
Equity Securities		59	%		63	%
Debt Securities		31	%		32	%
Other		10	%		5	%

The trust fund is sufficiently diversified to maintain a reasonable level of risk without imprudently sacrificing return. The targeted asset allocation and allowable range of allocation is set forth in the table below:

	Target Allocation		Allowable Allocation Range
Equity Securities		70%		40%-80%
Debt Securities		25%		20%-40%
Other		5%		3%-10%

The Investment Manager selects investment fund managers with demonstrated experience and expertise, and funds with demonstrated historical performance, for the implementation of the Plan’s investment strategy. The Investment Manager will consider both actively and passively managed investment strategies and will allocate funds across the asset classes to develop an efficient investment structure.

Fair Value

The fair value of the Company’s pension plan assets at December 31, 2010, by asset category is as follows:

	Fair Value Measurements Using
Asset Category	Balance as of December 31, 2010		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	404	$	404	$	0	$	0
Equity securities:
U.S. Companies		1,870		1,870
International Companies		442		442
Debt Securities		1,313				1,313
Real Estate		220		220
Totals	$	4,249	$	2,936	$	1,313	$	0

The Grant County Bank also maintains a profit sharing plan covering substantially all employees to which contributions are made at the discretion of the board of directors. Portions of employer contributions to this plan are, at individual employees’ discretion, available to employees as immediate cash payment while portions are allocated for deferred payment to the employee. The portions of the plan contribution by the employer which are allocated for deferred payment to the employee are vested over a five year period.

NOTE SIXTEEN: COMMITMENTS AND GUARANTEES

The Banks make commitments to extend credit in the normal course of business and issue standby letters of credit to meet the financing needs of their customers. The amount of the commitments represents the Banks' exposure to credit loss that is not included in the balance sheet.

The Banks use the same credit policies in making commitments and issuing letters of credit as used for the loans reflected in the balance sheet. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Banks evaluate each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Banks upon the extension of credit, is based on management's credit evaluation of the borrower. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment.

As of December 31, 2010 and 2009, the Banks had outstanding the following commitments (in thousands of dollars):

	2010		2009
Commitments to extend credit	$	11,138	$	16,289
Standby letter of credit		342		858

NOTE SEVENTEEN: CHANGES IN OTHER COMPREHENSIVE INCOME

The components of changes in other comprehensive income and related tax effects for the years ended December 31, 2010 and 2009 are as follows (in thousands of dollars):

	2010			2009
Balance January 1	$	(1,015	)	$	(1,232	)
Unrealized holding gains (losses) on available for sale securities net of income taxes of ($33,000) for 2010 and $59,000 for 2009		(57	)		93
Less classification adjustment for (gains) losses realized in net income		(52	)		7
Accrued pension obligation net of income taxes of ($86,000) for 2010 and $69,000 for 2009		(147	)		117
Net change for the year		(256	)		217

Balance December 31	$	(1,271	)	$	(1,015	)

NOTE EIGHTEEN: FAIR VALUE MEASUREMENTS

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the authoritative accounting guidance regarding fair value measurements and disclosures, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based on quoted market prices. However, in the event there are no quoted market prices are available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

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

ASC 820, Fair Value Measurements and Disclosures (previously SFAS No. 157, Fair Value Measurements), defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements.

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level One: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level Two: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level Three: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Following is a description of the valuation methodologies used for instruments measured at fair value on the Company’s balance sheet, as well as the general classification of such instruments pursuant to the valuation hierarchy:

Securities

Where quoted prices are available in an active market, securities are classified within level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within level 3 of the valuation hierarchy. Currently, all of the Company’s securities are considered to be Level 2 securities.

Impaired Loans

The fair value measurement guidance applies to loans measured for impairment using the practical expedients permitted by authoritative accounting guidance, including impaired loans measured at an observable market price (if available), or at the fair value of the loan’s collateral (if the loan is collateral dependent). Fair value of the loan’s collateral, when the loan is dependent on collateral, is determined by appraisals or independent valuation which is then adjusted for the cost related to liquidation of the collateral. At December 31, 2010, the Company had impaired loans of $25,388,000 of which $5,840,000 required an allowance of $925,000. (see Note Five).

Other Real Estate Owned

Certain assets such as other real estate owned (OREO) are measured at fair value. Real estate acquired through foreclosure is recorded at an estimated fair value less cost to sell. At or near the time of foreclosure, a real estate appraisal is obtained on the properties. The real estate is then valued at the lesser of the appraised value or the loan balance, including interest receivable, at the time of foreclosure less an estimate of costs to sell the property. Appraised values are typically determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser (Level 2). If the acquired property is a house or building in the process of construction or if an appraisal of the real estate property is over twelve months old, the fair value is considered Level 3. The estimate of costs to sell the property is based on historical transactions of similar holdings.

The Company, at December 31, 2010, had no liabilities subject to fair value reporting requirements. The tables below summarize assets at December 31, 2010 and 2009 measured at fair value on a recurring basis (in thousands of dollars):

2010	Level 1		Level 2		Level 3		Total Fair Value Measurements
U.S. Treasuries and Agencies	$	0	$	9,258	$	0	$	9,258
Mortgage backed securities		0		5,651		0		5,651
Collateralized mortgage obligations		0		1,764		0		1,764
States and municipalities		0		2,157		0		2,157
Certificates of deposit		0		6,465		0		6,465
Marketable equities		0		29		0		29
Total Available For Sale Securities	$	0	$	25,324	$	0	$	25,324

2009	Level 1		Level 2		Level 3		Total Fair Value Measurements
U.S. Treasuries and Agencies	$	0	$	12,426	$	0	$	12,426
Mortgage backed securities		0		5,836		0		5,836
States and municipalities		0		3,946		0		3,946
Certificates of deposit		0		4,703		0		4,703
Marketable equities		0		25		0		25
Total Available For Sale Securities	$	0	$	26,936	$	0	$	26,936

The tables below summarize assets at December 31, 2010 measured at fair value on a non-recurring basis (in thousands of dollars):

	Level 1		Level 2		Level 3		Total Fair Value Measurements		Twelve Months Ended Dec 31, 2010 Total Gains/(Losses)
Other real estate owned	$	0	$	1,042	$	3,658	$	4,700	$	(159	)
Impaired Loans		0		0		4,915		4,915		0
Total	$	0	$	1,042	$	8,573	$	9,615	$	(159	)

The information above discusses financial instruments carried on the Company’s balance sheet at fair value. Other financial instruments on the Company’s balance sheet, while not carried at fair value, do have market values which may differ from the carrying value. The following information shows the carrying values and estimated fair values of financial instruments and discusses the methods and assumptions used in determining these fair values.

The fair value of the Company's assets and liabilities is influenced heavily by market conditions. Fair value applies to both assets and liabilities, either on or off the balance sheet. Fair value is defined as the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The methods and assumptions detailed below were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value.

Cash, Due from Banks and Money Market Investments

The carrying amount of cash, due from bank balances, interest bearing deposits and federal funds sold is a reasonable estimate of fair value.

Securities

Fair values of securities 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.

Restricted Investments

The carrying amount of restricted investments is a reasonable estimate of fair value, and considers the limited marketability of such securities.

Loans

The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities, taking into consideration the credit risk in various loan categories.

Deposits

The fair value of demand, interest checking, regular savings and money market deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities.

Long-Term Debt Instruments

The fair value of fixed rate loans is estimated using the rates currently offered by the Federal Home Loan Bank for indebtedness with similar maturities.

Short-Term Debt Instruments

The fair value of short-term variable rate debt is deemed to be equal to the carrying value.

Interest Payable and Receivable

The carrying value of amounts of interest receivable and payable is a reasonable estimate of fair value.

Life Insurance

The carrying amount of life insurance contracts is assumed to be a reasonable fair value. Life insurance contracts are carried on the balance sheet at their redemption value as of December 31, 2010 and 2009. This redemption value is based on existing market conditions and therefore represents the fair value of the contract.

Off-Balance-Sheet Items

The carrying amount and estimated fair value of off-balance-sheet items were not material at December 31, 2010 or 2009.

The carrying amount and estimated fair values of financial instruments as of December 31, 2010 and 2009 are shown in the table below (in thousands of dollars):

	December 31, 2010				December 31, 2009
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial Assets:
Cash and due from banks	$	8,282	$	8,282	$	7,062	$	7,062
Interest bearing deposits		3,532		3,532		1,880		1,880
Federal funds sold		5,836		5,836		8,936		8,936
Securities available for sale		25,324		25,324		26,936		26,936
Restricted investments		2,087		2,087		2,185		2,185
Loans, net		323,929		324,780		331,462		332,999
Interest receivable		1,791		1,791		1,908		1,908
Life insurance contracts		7,031		7,031		6,755		6,755

Financial Liabilities:
Demand and savings deposits		132,085		132,085		125,431		125,431
Time deposits		210,727		211,590		224,446		226,057
Long term debt instruments		9,393		10,142		10,866		11,733
Interest payable		488		488		656		656

NOTE NINETEEN: INVESTMENTS IN LIFE INSURANCE CONTRACTS

Investments in insurance contracts consist of single premium insurance contracts, which have the purpose of providing a rate of return to the Company and of providing life insurance and retirement benefits to certain executives.

A summary of the changes to the balance of investments in insurance contracts for the twelve month periods ended December 31, 2010 and December 31, 2009 are shown in the table below (in thousands of dollars):

	2010		2009
Balance, beginning of period	$	6,755	$	6,499
Increases in value of policies		276		256
Balance, end of period	$	7,031	$	6,755

NOTE TWENTY: REGULATORY MATTERS

The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). The Company meets all capital adequacy requirements to which it is subject and as of the most recent examination, the Company was classified as well capitalized.

To be categorized as well capitalized the Company must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events that management believes have changed the Company's category from a well-capitalized status.

Capital ratios and amounts are applicable both at the individual Bank level and on a consolidated basis. At December 31, 2010 both subsidiary Banks had capital levels in excess of minimum requirements.

In addition, HBI Life Insurance Company is subject to certain capital requirements and dividend restrictions. At present, HBI Life is well within any capital limitations and no conditions or events have occurred to change this capital status, nor does management expect any such occurrence in the foreseeable future.

The actual and required capital amounts and ratios of the Company and its subsidiary banks at December 31, 2010 are presented in the following table (in thousands of dollars):

December 31, 2010
						Regulatory Requirements
	Actual					Adequately Capitalized					Well Capitalized
	Amount		Percentage			Amount		Percentage			Amount		Percentage

Total Risk Based Capital Ratio
Highlands Bankshares	$	44,086		14.49	%	$	24,340		8.00	%
Capon Valley Bank		14,496		12.50	%		9,277		8.00	%	$	11,597		10.00	%
The Grant County Bank		27,306		14.58	%		14,983		8.00	%		18,728		10.00	%

Tier 1 Leverage Ratio
Highlands Bankshares		40,275		9.91	%		16,256		4.00	%
Capon Valley Bank		13,029		8.33	%		6,256		4.00	%		7,821		5.00	%
The Grant County Bank		24,953		10.26	%		9,728		4.00	%		12,160		5.00	%

Tier 1 Risk Based Capital Ratio
Highlands Bankshares		40,275		13.24	%		12,168		4.00	%
Capon Valley Bank		13,029		11.24	%		4,637		4.00	%		6,955		6.00	%
The Grant County Bank		24,953		13.32	%		7,493		4.00	%		11,240		6.00	%

The actual and required capital amounts and ratios of the Company and its subsidiary banks at December 31, 2009 are presented in the following table (in thousands of dollars):

December 31, 2009
						Regulatory Requirements
	Actual					Adequately Capitalized					Well Capitalized
	Amount		Percentage			Amount		Percentage			Amount		Percentage

Total Risk Based Capital Ratio
Highlands Bankshares	$	43,697		14.33	%	$	24,401		8.00	%
Capon Valley Bank		14,925		12.86	%		9,285		8.00	%	$	11,606		10.00	%
The Grant County Bank		26,630		14.12	%		15,090		8.00	%		18,862		10.00	%

Tier 1 Leverage Ratio
Highlands Bankshares		39,882		9.81	%		16,263		4.00	%
Capon Valley Bank		13,466		8.38	%		6,428		4.00	%		8,035		5.00	%
The Grant County Bank		24,309		9.91	%		9,814		4.00	%		12,267		5.00	%

Tier 1 Risk Based Capital Ratio
Highlands Bankshares		39,882		13.08	%		12,200		4.00	%
Capon Valley Bank		13,466		11.60	%		4,642		4.00	%		6,964		6.00	%
The Grant County Bank		24,309		12.89	%		7,545		4.00	%		11,317		6.00	%

NOTE TWENTY ONE: INTANGIBLE ASSETS

The Company’s balance sheet contains several components of intangible assets. At December 31, 2010, the total balance of intangible assets was comprised of Goodwill and Core Deposit Intangible Assets acquired as a result of the acquisition of other banks and also an intangible asset related to the purchased naming rights for a performing arts center located within the Company’s primary business area.

A summary of the changes in balances of intangible assets for the twelve month periods ended December 31, 2010 and 2009 are shown below (in thousands of dollars):

	2010			2009
Balance beginning of period	$	2,554		$	2,749
Amortization of intangible assets		(190	)		(195	)
Balance end of period	$	2,364		$	2,554

The expected amortization of the intangible balances at December 31, 2010 for the next five years is summarized in the table below (in thousands of dollars):

Year	Expected Expense
2011		184
2012		178
2013		165
2014		165
2015		138
Total	$	830

NOTE TWENTY TWO: SUBSEQUENT EVENTS

The Company evaluates subsequent events that have occurred after the balance sheet, but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date.

Based on management’s evaluation through the date these financial statements were issued, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

NOTE TWENTY THREE: PARENT COMPANY FINANCIAL STATEMENTS

Balance Sheets
(in thousands of dollars)
	December 31,
	2010			2009
Assets
Cash	$	70		$	314
Investment in subsidiaries		41,105			40,590
Receivable from subsidiaries		267			0
Income taxes receivable		0			459
Fixed assets, net of accumulated depreciation		47			60
Other assets		18			6
Total Assets	$	41,507		$	41,429

Liabilities
Accrued expenses	$	53		$	7
Income taxes payable		86			0
Total Liabilities		139			7

Stockholders’ Equity
Common stock, par value $5 per share, 3,000,000 shares authorized, 1,436,874 issued		7,184			7,184
Surplus		1,662			1,662
Treasury stock, at cost, 100,001 shares		(3,372	)		(3,372	)
Retained earnings		37,165			36,963
Other accumulated comprehensive income		(1,271	)		(1,015	)
Total Stockholders’ Equity		41,368			41,422

Total Liabilities and Stockholders’ Equity	$	41,507		$	41,429

Statements of Income and Retained Earnings
(in thousands of dollars)
	Years ended December 31,
	2010			2009
Income
Dividends from subsidiaries	$	1,740		$	2,061
Management fees from subsidiaries		225			218
Total Income		1,965			2,279

Expenses
Salary and benefits expense		482			409
Professional fees		190			192
Directors fees		85			88
Other expenses		113			125
Total Expenses		870			814

Net income before income tax benefit and undistributed subsidiary net income		1,095			1,465

Income tax benefit		367			228

Income before undistributed subsidiary net income		1,462			1,693

Undistributed subsidiary net income		130			1,663

Net Income	$	1,592		$	3,356

Retained earnings, beginning of period	$	36,963		$	35,157
Dividends paid in cash		(1,390	)		(1,550	)
Net income		1,592			3,356
Retained earnings, end of period	$	37,165		$	36,963

Statements of Cash Flows
(in thousands of dollars)
	Years Ended December 31,
	2010			2009
Cash Flows From Operating Activities

Net Income	$	1,592		$	3,356

Adjustments to net income
Depreciation		13			2
Undistributed subsidiary income		(130	)		(1,663	)
Gain on sale of fixed assets		0			0
Deferred tax benefit		0			2
Increase (decrease) in payables		46			(65	)
(Increase) decrease in receivables from subsidiaries		(267	)		0
(Increase) decrease in receivables		545			(198	)
(Increase) decrease in other assets		(12	)		26

Net Cash Provided by Operating Activities		1,787			1,460

Cash Flows From Investing Activities
Net advances from (payments to) subsidiaries		(641	)		284
Purchase of fixed assets		0			(62	)

Net Cash Provided by Investing Activities		(641	)		222

Cash Flows From Financing Activities

Dividends paid in cash		(1,390	)		(1,550	)

Net Cash Used in Financing Activities		(1,390	)		(1,550	)

Net Increase in Cash		(244	)		132

Cash, beginning of year		314			182

Cash, end of year	$	70		$	314

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Highlands Bankshares, Inc.

Petersburg, West Virginia

We have audited the accompanying consolidated balance sheets of Highlands Bankshares, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Highlands Bankshares, Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

/s/ Smith Elliott Kearns & Company, LLC

Smith Elliott Kearns & Company, LLC

Chambersburg, Pennsylvania

March 30, 2011

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2010. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s periodic SEC filings.

Management’s Report on Internal Control Over Financial Reporting

Highlands Bankshares, Inc. is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements and notes included in this annual report have been prepared in conformity with United States generally accepted accounting principles and necessarily include some amounts that are based on management’s best estimates and judgments.

The management of Highland’s Bankshares, Inc. and its wholly owned subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements or may not prevent the possibility that a control can be circumvented or overridden. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on the assessment using those criteria, management concluded that the internal control over financial reporting was effective as of December 31, 2010.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm.

Changes in Internal Controls

During the period reported upon, there were no significant changes in internal controls of the Company pertaining to its financial reporting and control of its assets or in other factors that materially affected or are reasonably likely to materially affect such control.

Item 9B.

Other Information

None.

Item 10.

Directors, Executive Officers and Corporate Governance

Information required by this item is set forth as portions of our 2010 Proxy Statement, to be filed within 120 days after the end of the Company’s fiscal year end, and is incorporated herein by reference. Applicable information required by this item can be found in the 2011 Proxy Statement under the following captions:

“Compliance with Section 16(a) of the Securities Exchange Act”

“ELECTION OF DIRECTORS”

“INFORMATION CONCERNING DIRECTORS AND NOMINEES”

“REPORT OF THE AUDIT COMMITTEE”

The Company has adopted a Code of Ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and all directors, officers and employees of the Company. A copy of the Company’s Code of Ethics covering all employees will be mailed without charge upon request to Corporate Governance, Highlands Bankshares, Inc., P.O. Box 929, Main Street, Petersburg, West Virginia 26847. Any amendments to or waiver from any provision of the Code of Ethics, applicable to the Company’s Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer will be disclosed in a timely fashion via the Company’s filing of a Current Report on Form 8-K regarding and amendments to, or waivers of, any provision of the Code of Ethics applicable to the Company’s Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer.

Item 11.

Executive Compensation

Information required by this item is set forth under the caption “EXECUTIVE COMPENSATION” of our 2011 Proxy Statement, to be filed within 120 days after the end of the Company’s fiscal year end, and is incorporated herein by reference.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by this item is set forth under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” of our 2011 Proxy Statement, to be filed within 120 days after the end of the Company’s fiscal year end, and is incorporated herein by reference

Item 13.

Certain Relationships and Related Transactions and Director Independence

Information required by this item is set forth under the caption “CERTAIN RELATED TRANSACTIONS” of our 2011 Proxy Statement, to be filed within 120 days after the end of the Company’s fiscal year end, and is incorporated herein by reference.

Most of the directors, limited liability companies of which they may be members, partnerships of which they may be general partners and corporations of which they are officers or directors, maintain normal banking relationships with the Bank. Loans made by the Bank to such persons or other entities were made in the ordinary course of business, were made, at the date of inception, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than normal risk of collectability or present other unfavorable features. See Note Twelve of the consolidated financial statements.

Director John Van Meter is a partner with the law firm of Van Meter and Van Meter, which has been retained by the Company as legal counsel, and it is anticipated that the relationship will continue. Director Jack H. Walters is a partner with the law firm of Walters, Krauskopf & Baker, which provides legal counsel to the Company, and it is anticipated that the relationship will continue.

Item 14.

Principal Accounting Fees and Services

Information required by this item is set forth under the caption “Fees of Independent Registered Certified Public Accountants” of our 2011 Proxy Statement, to be filed within 120 days after the end of the Company’s fiscal year end, and is incorporated herein by reference.

PART IV.

Item 15.

Exhibits, Financial Statements and Schedules

(a)(1)

Financial Statements:

Reference is made to Part II, Item 8 of the Annual Report on Form 10-K

(a)(2)

Financial Statement Schedules: These schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes

(a)(3)

Exhibits. The exhibits listed in the “Exhibits Index” on Page 65 of this Annual Report on Form 10-K included herein are filed herewith or are incorporated by reference from previous filings.

(b)	See (a)(3) above

(c)	See (a)(1) and (a)(2) above

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HIGHLANDS BANKSHARES, INC.

/s/ C.E. Porter		/s/ Jeffrey B. Reedy
C.E. Porter		Jeffrey B. Reedy
President & Chief Executive Officer		Chief Financial Officer
Date: March 30, 2011		Date: March 30, 2011

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Signature	Title	Date

Leslie A. Barr	/s/ Leslie A. Barr	Director	March 30, 2011

		Director;
Alan L. Brill	/s/ Alan L. Brill	Secretary	March 30, 2011


Jack H. Walters	/s/ Jack H. Walters	Director	March 30, 2011


Gerald W. Smith	/s/ Gerald W. Smith	Director	March 30, 2011


Morris M. Homan	/s/ Morris M. Homan	Director	March 30, 2011


Kathy G. Kimble	/s/ Kathy G. Kimble	Director	March 30, 2011


George L. Ford	/s/ George L. Ford	Director	March 30, 2011

		Director;
C.E. Porter	/s/ C.E. Porter	President & Chief Executive Officer	March 30, 2011

		Director;
John G. Van Meter	/s/ John G. Van Meter	Chairman of The Board of Directors	March 30, 2011


L. Keith Wolfe	/s/ L. Keith Wolfe	Director	March 30, 2011

EXHIBIT INDEX
Exhibit Number		Description
3(i)		Articles of Incorporation of Highlands Bankshares, Inc., as restated, are hereby incorporated by reference to Exhibit 3(i) to Highlands Bankshares Inc.’s Form 10-Q filed November 13, 2007 .
3(ii)		Amended Bylaws of Highlands Bankshares, Inc. are incorporated by reference to Exhibit 3(ii) to Highlands Bankshares Inc.’s Report on Form 8-K filed January 9, 2008
14		Code of Ethics. The HIGHLANDS BANKSHARES, INC. CODE OF BUSINESS CONDUCT AND ETHICS is hereby incorporated by reference filed as Exhibit 14.1 with Highlands Bankshares Inc.’s Report on Form 8-K filed January 14, 2008
21		Subsidiaries of the Registrant (filed herewith)
31.1		Certification of Chief Executive Officer Pursuant to section 302 of the Sarbanes-Oxley Act of 2002 Chapter 63, Title 18 USC Section 1350 (A) and (B).
31.2		Certification of Chief Financial Officer Pursuant to section 302 of the Sarbanes-Oxley Act of 2002 Chapter 63, Title 18 USC Section 1350 (A) and (B).
32.1		Statement of Chief Executive Officer Pursuant to 18 U.S.C. §1350.
32.2		Statement of Chief Financial Officer Pursuant to 18 U.S.C. §1350.

Position with the Company

Principal Occupation (Past Five Years)

C.E. Porter

Chief Executive Officer

CEO of Highlands since 2004, President of The Grant County Bank since 1991

Alan L. Brill

Secretary and Treasurer; President of Capon Valley Bank

President of Capon Valley Bank since 2001

Jeffrey B. Reedy

Chief Financial Officer

CFO of Highlands since March 2010, Prior to Highlands, Corporate Controller for American Woodmark Corporation.