VALLEY FINANCIAL CORP /VA/ - FORM 10-Q - May 14, 2015

Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - VALLEY FINANCIAL CORP /VA/Financial_Report.xls
EX-32.1 - EX 32.1 - VALLEY FINANCIAL CORP /VA/ex32-120151q.htm
EX-31.1 - EXH 31.1 - VALLEY FINANCIAL CORP /VA/ex31-120151q.htm
EX-31.2 - EX 31.2 - VALLEY FINANCIAL CORP /VA/ex31-220151q.htm
EX-32.2 - EX 32.2 - VALLEY FINANCIAL CORP /VA/ex32-220151q.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
For the Quarterly Period Ended
March 31, 2015
 
 
 
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
For the transition period from _____________________________to_____________________________________
 
 
 
Commission File Number:  000-28342
VALLEY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA
54-1702380
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
36 Church Avenue, S.W.
 
Roanoke, Virginia
24011
(Address of principal executive offices)
(Zip Code)
(540) 342-2265
(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (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 þ Noo

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

Large accelerated filer o
Accelerated filer o
 
 
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company þ
 
Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.)
Yes o No þ

At April 28, 2015, 4,951,653 shares of common stock, no par value, of the registrant were outstanding.
 

1

VALLEY FINANCIAL CORPORATION
FORM 10-Q
March 31, 2015

TABLE OF CONTENTS
 
 
 

2

Forward-Looking and Cautionary Statements
 
The Private Securities Litigation Reform Act of 1995 (the “1995 Act”) provides a safe harbor for forward-looking statements made by or on our behalf.  These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of our management and on information available at the time these statements and disclosures were prepared.
 
This report includes forward-looking statements within the meaning of the 1995 Act. These statements are included throughout this report and relate to, among other things, projections of revenues, earnings, earnings per share, cash flows, capital expenditures, or other financial items, expectations regarding acquisitions, discussions of estimated future revenue enhancements, potential dispositions, and changes in interest rates. These statements also relate to our business strategy, goals and expectations concerning our market position, future operations, margins, profitability, liquidity, and capital resources. The words “believe”, “anticipate”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, and similar terms and phrases identify forward-looking statements in this report.
 
Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Our operations involve risks and uncertainties, many of which are outside of our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct.  Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a number of factors. Factors that may cause actual results to differ materially from those expected include the following:
 
•
The costs and difficulties related to the proposed merger, including, among other things, the integration of our business with BNC, the inability to retain key personnel, competitive response to the proposed merger, or potential adverse reactions or changes to business or employee relationships could be more significant than we anticipate, resulting in higher costs or reduced benefits;
•
Failure of the merger to be completed on the proposed terms and schedule, or at all;
•
Business uncertainties and contractual restrictions during the pendency of the merger and management distraction;
•
General economic conditions may deteriorate and negatively impact the ability of borrowers to repay loans and depositors to maintain balances;
•
General decline in the residential real estate construction and finance market;
•
Decline in market value of real estate in the Company’s markets;
•
Changes in interest rates could reduce net interest income and/or the borrower’s ability to repay loans;
•
Competitive pressures among financial institutions may reduce yields and profitability;
•
Legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses that the Company is engaged in;
•
Increased regulatory supervision could limit our ability to grow and could require considerable time and attention of our management and board of directors;
•
New products developed or new methods of delivering products could result in a reduction in business and income for the Company;
•
The Company’s ability to continue to improve operating efficiencies;
•
Natural events and acts of God such as earthquakes, fires and floods;
•
Loss or retirement of key executives; and
•
Adverse changes may occur in the securities market.


These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein.  We caution readers not to place undue reliance on those statements, which speak only as of the date of this report.

3

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements.

VALLEY FINANCIAL CORPORATION
Consolidated Balance Sheets
(In 000s, except share data)
 
(Unaudited)
 
(Audited)
Assets
March 31, 2015
 
December 31, 2014
Cash and due from banks
$
7,715

 
$
10,316

Interest bearing deposits
8,735

 
42,835

Total cash and cash equivalents
16,450

 
53,151

Securities available for sale
159,031

 
177,737

Loans, net of allowance for loan losses, 3/31/15 and 12/31/14: $6,500
621,242

 
611,772

Foreclosed assets
12,291

 
12,308

Premises and equipment, net
9,169

 
9,298

Bank owned life insurance
19,712

 
19,543

Accrued interest receivable
2,279

 
2,374

Other assets
14,025

 
15,216

Total assets
$
854,199

 
$
901,399

Liabilities and Shareholders' Equity
 
 
 
Liabilities:
 
 
 
Non-interest bearing deposits
$
28,664

 
$
27,082

Interest bearing deposits
653,931

 
689,943

Total deposits
682,595

 
717,025

Securities sold under agreements to repurchase
29,828

 
29,778

FHLB borrowings
43,000

 
58,000

Junior subordinated notes
27,326

 
27,356

Accrued interest payable
425

 
414

Other liabilities
7,827

 
8,586

Total liabilities
791,001

 
841,159

Shareholders' equity:
 
 
 
Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2015 and December 31, 2014
0

 
0

Common stock, no par value; 10,000,000 shares authorized; 4,951,653 shares issued and outstanding at March 31, 2015 and 4,932,035 shares issued and outstanding at December 31, 2014
24,703

 
23,987

Retained earnings
38,453

 
36,725

Accumulated other comprehensive income (loss)
42

 
(472
)
Total shareholders' equity
63,198

 
60,240

Total liabilities and shareholders' equity
$
854,199

 
$
901,399

See accompanying notes to consolidated financial statements

4

VALLEY FINANCIAL CORPORATION
Consolidated Income Statements
(In 000s, except share and per share data)
 
 
Three Months Ended (Unaudited)
 
 
3/31/2015
 
3/31/2014
Interest income
 
 
 
 
Interest and fees on loans
 
$
6,994

 
$
6,778

Interest on securities - taxable
 
844

 
1,038

Interest on securities - nontaxable
 
136

 
189

Interest on deposits in banks
 
6

 
3

Total interest income
 
7,980

 
8,008

Interest expense
 
 
 
 
Interest on deposits
 
564

 
564

Interest on borrowings
 
542

 
534

Total interest expense
 
1,106

 
1,098

Net interest income
 
6,874

 
6,910

Provision for loan losses
 
(15
)
 
518

Net interest income after provision for loan losses
 
6,889

 
6,392

Noninterest income
 
 
 
 
Service charges on deposit accounts
 
509

 
452

Mortgage fee income
 
234

 
92

Brokerage fee income, net
 
267

 
247

Bank owned life insurance income
 
169

 
165

Realized gain on sale of securities
 
329

 
7

Other  income
 
68

 
112

Total noninterest income
 
1,576

 
1,075

Noninterest expense
 
 
 
 
Compensation expense
 
3,132

 
3,086

Occupancy and equipment expense
 
503

 
490

Data processing expense
 
430

 
403

Insurance expense
 
232

 
221

Professional fees
 
114

 
138

Foreclosed asset expense, net
 
191

 
158

Merger transaction costs
 
102

 
0

Other operating expense
 
838

 
837

Total noninterest expense
 
5,542

 
5,333

Income before income taxes
 
2,923

 
2,134

Income tax expense
 
997

 
618

Net income
 
$
1,926

 
$
1,516

Earnings per share
 
 

 
 

Basic earnings per common share
 
$
0.39

 
$
0.32

Diluted earnings per common share
 
$
0.39

 
$
0.31

Weighted average common shares outstanding
 
4,940,736

 
4,806,323

Diluted average common shares outstanding
 
4,980,857

 
4,854,969

Dividends declared per common share
 
$
0.04

 
$
0.04

See accompanying notes to consolidated financial statements

5

VALLEY FINANCIAL CORPORATION
Consolidated Statements of Comprehensive Income
(In 000s)
 
Three Months Ended (Unaudited)
 
3/31/2015
 
3/31/2014
Net Income
$
1,926

 
$
1,516

Other comprehensive income ("OCI"):
 
 
 
Unrealized gains on securities:
 
 
 
Unrealized holding gains arising during period
1,109

 
2,658

Tax related to unrealized (gains)
(377
)
 
(904
)
Reclassification adjustment for realized gains included in net income
(329
)
 
(7
)
Tax related to realized gains
112

 
2

Holding gains on securities transferred to HTM from AFS:
 
 
 
Holding gains amortized during period
0

 
(1
)
Tax related to amortized holding gains
0

 
0

Total other comprehensive income
515

 
1,748

Total comprehensive income
$
2,441

 
$
3,264

See accompanying notes to consolidated financial statements



6

VALLEY FINANCIAL CORPORATION
Consolidated Statements of Cash Flows
(In 000s)
 
Three Months Ended (Unaudited)
 
3/31/2015
 
3/31/2014
Cash flows from operating activities
 
 
 
Net income
$
1,926

 
$
1,516

Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
 
 
Provision for loan losses
(15
)
 
518

Depreciation and amortization of bank premises, equipment and software
197

 
207

Net amortization of bond premiums/discounts
392

 
356

Stock compensation expense
190

 
281

Net gains on sale of securities
(329
)
 
(7
)
Net losses and impairment writedowns on foreclosed assets and premises
20

 
0

Increase in value of life insurance contracts
(169
)
 
(165
)
Decrease in other assets
1,293

 
427

Decrease in other liabilities
(748
)
 
(478
)
Net cash and cash equivalents provided by operating activities
2,757

 
2,655

Cash flows from investing activities
 
 
 
Purchases of bank premises, equipment and software
(53
)
 
(57
)
Purchases of securities available-for-sale
0

 
(22,851
)
Proceeds from maturities, calls, and paydowns of securities available-for-sale
19,157

 
3,488

Proceeds from maturities, calls, and paydowns of securities held-to-maturity
0

 
455

Proceeds from sale of foreclosed assets
0

 
40

Capitalized costs related to foreclosed assets
(3
)
 
(101
)
Increase in loans, net
(9,477
)
 
(15,739
)
Net cash and cash equivalents provided by (used in) investing activities
9,624

 
(34,765
)
Cash flows from financing activities
 
 
 
Increase in non-interest bearing deposits
1,582

 
2,042

Increase (decrease) in interest bearing deposits
(36,012
)
 
18,654

Proceeds from (repayments of) borrowings, net
(15,000
)
 
20,000

Principal payments made on junior subordinated notes
(30
)
 
(30
)
Increase (decrease) in securities sold under agreements to repurchase
50

 
(219
)
Net proceeds from issuance of common stock
130

 
20

Excess tax benefits from share-based payment agreements
517

 
36

Purchase and retirement of treasury stock
(121
)
 
0

Cash dividends paid
(198
)
 
(193
)
Net cash and cash equivalents provided by (used in) financing activities
(49,082
)
 
40,310

Net increase (decrease) in cash and cash equivalents
(36,701
)
 
8,200

Cash and cash equivalents at beginning of period
53,151

 
16,362

Cash and cash equivalents at end of period
$
16,450

 
$
24,562

Supplemental disclosure of cash flow information
 
 
 
Cash paid during the period for interest
$
1,095

 
$
1,122

Cash paid during the period for income taxes
$
0

 
$
0

Noncash financing and investing activities
 
 
 
Transfer of loans to foreclosed property
$
0

 
$
0

See accompanying notes to consolidated financial statements.

7
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)


Note 1.  Organization and Summary of Significant Accounting Policies

Valley Financial Corporation (the "Company") was incorporated under the laws of the Commonwealth of Virginia on March 15, 1994, primarily to serve as a holding company for Valley Bank (the "Bank"), which opened for business on May 15, 1995. The Company's fiscal year end is December 31.

The consolidated financial statements of the Company conform to generally accepted accounting principles and to general banking industry practices. The interim period consolidated financial statements are unaudited; however, in the opinion of management, all adjustments of a normal recurring nature which are necessary for a fair presentation of the consolidated financial statements herein have been included. The consolidated financial statements herein should be read in conjunction with the Company's 2014 Annual Report on Form 10-K.

Interim financial performance is not necessarily indicative of performance for the full year.

The Company reports its activities as a single business segment.

BNC Merger
On November 14, 2014, the Company entered into a definitive agreement with BNC Bancorp ("BNC") the holding company
for Bank of North Carolina, pursuant to which BNC will acquire all of the common stock of the Company in a stock transaction
valued at approximately $101.3 million, based on the closing price of BNC common stock on November 14, 2014. Upon
completion of the transaction, BNC is expected to have approximately $5.0 billion in assets, $3.6 billion in loans, and $4.0 billion in deposits.

The transaction is expected to be immediately accretive to BNC’s fully diluted earnings per share, excluding deal costs. Under
the terms of the agreement, which has been approved by the Boards of Directors of both companies, the Company's
shareholders will receive shares of BNC common stock based upon the 20-day volume weighted average price of BNC
common stock prior to the closing of the merger ("VWAP"), subject to minimum and maximum exchange ratios. If the VWAP
immediately prior to the merger is equal to or less than $18.50 but greater than $14.25, then each share of our common stock
will be converted into $20.50 payable in shares of BNC common stock (with the exchange ratio equal to $20.50 divided by the
VWAP). If the VWAP immediately prior to the merger is greater than or equal to $18.50 then each share of our common stock
shall be converted into 1.1081 shares of BNC common stock (the “Minimum Exchange Ratio”). If the VWAP immediately
prior to the merger is less than$14.25, then each share of our common stock shall be converted into 1.4386 shares of BNC
common stock (the “Maximum Exchange Ratio”). The transaction, which is subject to regulatory approval, the approval of the
shareholders of the Company and BNC, and other customary conditions, is expected to close on or around July 1, 2015.

Use of Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Subsequent Events
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure.

Recent and Future Accounting Considerations
In January 2015, the FASB issued guidance that eliminated the concept of extraordinary items from U.S. GAAP. Existing U.S.
GAAP required that an entity separately classify, present, and disclose extraordinary events and transactions. The amendments
will eliminate the requirements for reporting entities to consider whether an underlying event or transaction is extraordinary,
however, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and
will be expanded to include items that are both unusual in nature and infrequently occurring. The amendments are effective for
fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments may be applied
either prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted
provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not expect these
amendments to have a material effect on its financial statements.

8
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)



In February 2015, the FASB issued guidance which amends the consolidation requirements and significantly changes the consolidation analysis required under U.S. GAAP. Although the amendments are expected to result in the deconsolidation of many entities, the Company will need to reevaluate all its previous consolidation conclusions. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted (including during an interim period), provided that the guidance is applied as of the beginning of the annual period containing the adoption date. The Company does not expect these amendments to have a material effect on its financial statements.

In April 2015, the FASB issued guidance that will require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This update affects disclosures related to debt issuance costs but does not affect existing recognition and measurement guidance for these items. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company does not expect these amendments to have a material effect on its financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company's financial position, results of operations or cash flows.

Note 2.  Securities

The carrying values, unrealized gains, unrealized losses, and approximate fair values of available-for-sale and held-to-maturity investment securities at March 31, 2015 are shown in the tables below. As of March 31, 2015, investment securities with amortized costs and fair values of $115,736 and $115,656 respectively, were pledged as collateral for public deposits, a line of credit available from the Federal Home Loan Bank, customer sweep accounts, and for other purposes as required or permitted by law.


The amortized costs, gross unrealized gains and losses, and approximate fair values of securities available-for-sale (“AFS”) as of March 31, 2015 and December 31, 2014 were as follows:

 
Amortized
Unrealized
Unrealized
 
March 31, 2015
Cost
Gains
Losses
Fair Values
U.S. Government and federal agency
$
8,204

$
44

$
(84
)
$
8,164

Government-sponsored enterprises *
28,569

11

(475
)
28,105

Mortgage-backed securities
80,969

530

(318
)
81,181

Collateralized mortgage obligations
12,246

118

(55
)
12,309

States and political subdivisions
28,980

424

(132
)
29,272

 
$
158,968

$
1,127

$
(1,064
)
$
159,031

December 31, 2014




U.S. Government and federal agency
$
14,031

$
146

$
(221
)
$
13,956

Government-sponsored enterprises *
28,571

0

(833
)
27,738

Mortgage-backed securities
90,554

542

(481
)
90,615

Collateralized mortgage obligations
12,974

47

(78
)
12,943

States and political subdivisions
32,323

428

(266
)
32,485

 
$
178,453

$
1,163

$
(1,879
)
$
177,737

* Such as FNMA, FHLMC and FHLB.

There were no securities classified as held-to-maturity (“HTM”) as of March 31, 2015 and December 31, 2014.


9
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

The following tables present the maturity ranges of AFS securities as of March 31, 2015 and the weighted average yields of such securities. Maturities may differ from scheduled maturities on mortgage-backed securities and collateralized mortgage obligations because the mortgages underlying the securities may be repaid prior to the scheduled maturity date. Maturities on all other securities are based on the contractual maturity. The weighted average yields are calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security. Weighted average yields on tax-exempt obligations have been computed on a taxable equivalent basis using a tax rate of 34%.

Investment Portfolio Maturity Distribution
 
Available-for-Sale
 
Amortized
Fair
 
In thousands
Costs
Value
Yield
U.S. Government and federal agency:
 
 
 
After five but within ten years
$
5,081

$
5,054

2.20
%
After ten years
3,123

3,110

2.59
%
Government-sponsored enterprises:






After one but within five years
10,547

10,514

1.37
%
After five but within ten years
13,041

12,797

1.93
%
After ten years
4,981

4,794

2.79
%
Obligations of states and subdivisions:






After one but within five years
2,689

2,699

2.28
%
After five but within ten years
13,959

14,110

2.73
%
After ten years
12,332

12,463

3.45
%
Mortgage-backed securities
80,969

81,181

2.10
%
Collateralized mortgage obligations
12,246

12,309

1.97
%
Total
$
158,968

$
159,031

 
 
 
 
 
Total Securities by Maturity Period
 
 
 
After one but within five years
$
13,236

$
13,213

 
After five but within ten years
32,081

31,961

 
After ten years
20,436

20,367

 
Mortgage-backed securities*
80,969

81,181

 
Collateralized mortgage obligations*
12,246

12,309

 
Total by Maturity Period
$
158,968

$
159,031

 

*  Maturities on mortgage-backed securities and collateralized mortgage obligations are not presented in this table because maturities may differ substantially from contractual terms due to early repayments of principal.


10
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

The following tables detail unrealized losses and related fair values in the Company’s AFS and HTM investment securities portfolios.  This information is aggregated by the length of time that individual securities have been in a continuous unrealized loss position as of March 31, 2015 and December 31, 2014, respectively.

 
Temporarily Impaired Securities in AFS Portfolio
In thousands
Less than 12 months
Greater than 12 months
Total
 
 
Unrealized
 
Unrealized
 
Unrealized
March 31, 2015
Fair Value
Losses
Fair Value
Losses
Fair Value
Losses
U.S. Government and federal agency
$
2,348

$
(4
)
$
4,987

$
(80
)
$
7,335

$
(84
)
Government-sponsored enterprises
5,921

(29
)
16,673

(446
)
22,594

(475
)
Mortgage-backed securities
12,597

(41
)
26,570

(277
)
39,167

(318
)
Collateralized mortgage obligations
3,395

(24
)
1,681

(31
)
5,076

(55
)
States and political subdivisions
5,027

(27
)
5,701

(105
)
10,728

(132
)
 
$
29,288

$
(125
)
$
55,612

$
(939
)
$
84,900

$
(1,064
)
 
Temporarily Impaired Securities in AFS Portfolio
In thousands
Less than 12 months
Greater than 12 months
Total
 
 
Unrealized
 
Unrealized
 
Unrealized
December 31, 2014
Fair Value
Losses
Fair Value
Losses
Fair Value
Losses
U.S. Government and federal agency
$
0

$
0

$
7,511

$
(221
)
$
7,511

$
(221
)
Government-sponsored enterprises
5,917

(33
)
21,821

(800
)
27,738

(833
)
Mortgage-backed securities
9,833

(23
)
32,745

(458
)
42,578

(481
)
Collateralized mortgage obligations
3,653

(38
)
1,756

(40
)
5,409

(78
)
States and political subdivisions
1,508

(19
)
12,116

(247
)
13,624

(266
)
 
$
20,911

$
(113
)
$
75,949

$
(1,766
)
$
96,860

$
(1,879
)

There were no securities classified as HTM as of March 31, 2015 and December 31, 2014 .

Management considers the nature of the investment, the underlying causes of the decline in the market value and the severity and duration of the decline in market value in determining if impairment is other than temporary.  Consideration is given to (1)the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. At March 31, 2015, there were thirty-three securities in the AFS portfolio with an unrealized loss for a period greater than 12 months of $939. As of March 31, 2015, management believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost.  The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased.  The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline.  Management does not believe such securities are other-than-temporarily impaired due to reasons of credit quality.  Accordingly, as of March 31, 2015, management believes the impairments detailed in the table above are temporary and no impairment loss has been realized in the Company's consolidated income statement.


11
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

Note 3.  Loans and Allowance for Loan and Lease Losses

The major components of loans in the consolidated balance sheets at March 31, 2015 and December 31, 2014 are as follows:
In thousands
3/31/2015
12/31/2014
Commercial
$
87,856

$
84,203

Real estate:
 
 
Commercial real estate
294,764

291,384

Construction real estate
51,923

54,802

Residential real estate
189,454

183,752

Consumer
3,856

4,220

Deferred loan fees, net
(111
)
(89
)
Gross loans
627,742

618,272

Allowance for loan losses
(6,500
)
(6,500
)
Net loans
$
621,242

$
611,772


Substantially all one-four family residential and commercial real estate loans collateralize the line of credit available from the Federal Home Loan Bank and substantially all commercial and construction loans collateralize the line of credit with the Federal Reserve Bank of Richmond Discount Window.  The aggregate amount of deposit overdrafts that have been reclassified as loans and included in the consumer category in the above table as of March 31, 2015 and December 31, 2014 was $69 and $226, respectively.

Loan Origination.  The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management and the Board of Directors review and approve these policies and procedures on a periodic basis. A reporting system supplements the review process by providing management and the Board of Directors with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and nonperforming and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. Once it is determined that the borrower’s management possesses sound ethics and solid business acumen, the Company’s management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate market or in the general economy. Management monitors and evaluates commercial real estate loans based on collateral and risk grade criteria. In addition, management tracks the level of owner-occupied commercial real estate loans versus income producing loans. At March 31, 2015, approximately 40% of the outstanding principal balance of the Company’s commercial real estate loans was secured by owner-occupied properties and 50% was secured by income-producing properties.


12
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

With respect to construction and development loans that the Company may originate from time to time, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by recurring on-site inspections during the construction phase and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

Residential real estate loans are secured by deeds of trust on 1-4 family residential properties.  The Bank also serves as a correspondent lender for residential real estate loans placed in the secondary market.  There are occasions when a borrower or the real estate does not qualify under secondary market criteria, but the loan request represents a reasonable credit risk.  On these occasions, if the loan meets the Bank’s internal underwriting criteria, the loan will be closed and placed in the Company’s portfolio.  Residential real estate loans carry risk associated with the continued credit-worthiness of the borrower and changes in the value of collateral.

The Company routinely makes consumer loans, both secured and unsecured, for financing automobiles, home improvements, education, and personal investments.  The credit history, cash flow and character of individual borrowers is evaluated as a part of the credit decision.  Loans used to purchase vehicles or other specific personal property and loans associated with real estate are usually secured with a lien on the subject vehicle or property.  Negative changes in a customer’s financial circumstances due to a large number of factors, such as illness or loss of employment, can place the repayment of a consumer loan at risk.  In addition, deterioration in collateral value can add risk to consumer loans.

Risk Management. It is the Company’s policy that loan portfolio credit risk shall be continually evaluated and categorized on a consistent basis.  The Board of Directors recognizes that commercial, commercial real estate and construction lending involve varying degrees of risk, which must be identified, managed, and monitored through established risk rating procedures. Management’s ability to accurately segment the loan portfolio by the various degrees of risk enables the Bank to achieve the following objectives:

1.
Assess the adequacy of the Allowance for Loan and Lease Losses;
2.
Identify and track high risk situations and ensure appropriate risk management;
3.
Conduct portfolio risk analysis and make informed portfolio planning and strategic decisions; and
4.
Provide risk profile information to management, regulators and independent accountants as requested in a timely manner.

There are three levels of accountability in the risk rating process:
1.
Risk Identification -  The primary responsibility for risk identification lies with the account officer.  It is the account officer's responsibility for the initial and ongoing risk rating of all notes and commitments in his or her portfolio.  The account officer is the one individual who is closest to the credit relationship and is in the best position to identify changing risks.  Account officers are required to continually review the risk ratings for their credit relationships and make timely adjustments, up or down, at the time the circumstances warrant a change.  Account officers are responsible for ensuring that accurate and timely risk ratings are maintained at all times.   Account officers are allowed a maximum 30-day period to assess current financial information (e.g. prepare credit analysis) which may influence the current risk rating. Account officers are required to review the risk ratings of loans assigned to their portfolios on a monthly basis and to certify to the accuracy of the ratings.  Certifications are submitted to the Chief Credit Officer and Chief Lending Officer for review.  All risk rating changes (upgrades and downgrades) must be approved by the Chief Credit Officer prior to submission for input into the Commercial Loan System.
2.
Risk Supervision -  In addition to the account officer’s process of assigning and managing risk ratings, the Chief Credit Officer is responsible for periodically reviewing the risk rating process employed by the account officers.  Through credit administration, the Chief Credit Officer manages the credit process which, among other things, includes maintaining and managing the risk identification process.  The Chief Credit Officer is responsible for the accuracy and timeliness of account officer risk ratings and has the authority to override account officer risk ratings and initiate rating changes, if warranted.  Upgrades from a criticized or classified category to a pass category or upgrades within the

13
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

criticized/classified categories require the approval of the Senior Loan Committee or Directors’ Loan Committee based upon aggregate exposure. Upgrades must be reported to the Directors' Loan Committee and Board of Directors at their next scheduled meetings.
3.
Risk Monitoring - Valley Bank has a loan review program to provide an independent validation of portfolio quality. This independent review is intended to assess adherence to underwriting guidelines, proper credit analysis and documentation.  In addition, the loan review process is required to test the integrity, accuracy, and timeliness of account officer risk ratings and to test the effectiveness of the credit administration function's controls over the risk identification process.  Portfolio quality and risk rating accuracy are evaluated during regularly scheduled portfolio reviews.  Risk Management is required to report all loan review findings to the quarterly joint meeting of the Audit Committee and Directors’ Loan Committee.

Related party loans.  In the ordinary course of business, the Company has granted loans to certain directors, executive officers, significant shareholders and their affiliates (collectively referred to as “related parties”). These loans were made on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other unaffiliated persons, and do not involve more than normal credit risk or present other unfavorable features.

Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. The following schedule is an aging of past due loans receivable by portfolio segment as of March 31, 2015 and December 31, 2014:
In thousands
30 - 59 Days Past Due
60 - 89 Days Past Due
Greater than 90 Days Past Due
Total Past Due
Current
Total Loans
Recorded Investment > 90 Days, Accruing
March 31, 2015
 
 
 
 
 
 
 
Commercial
$
0

$
0

$
201

$
201

$
87,655

$
87,856

$
0

Commercial real estate
 

 

 

 

 

 
 

Owner occupied
318

381

201

900

118,450

119,350

201

Income producing
0

0

137

137

147,698

147,835

0

Multifamily
0

0

0

0

27,579

27,579

0

Construction real estate
 

 

 

 

 

 
 

1 - 4 Family
0

0

0

0

15,554

15,554

0

Other
0

0

2,591

2,591

32,517

35,108

0

Farmland
0

0

0

0

1,261

1,261

0

Residential real estate
 

 

 

 

 

 
 

Equity Lines
24

0

0

24

27,645

27,669

0

1 - 4 Family
249

0

145

394

153,421

153,815

145

Junior Liens
55

0

0

55

7,915

7,970

0

Consumer
 

 

 

 

 

 
 

Credit Cards
5

3

6

14

1,283

1,297

6

Other
8

0

0

8

2,551

2,559

0

Deferred loan fees, net
0

0

0

0

(111
)
(111
)
0

Total
$
659

$
384

$
3,281

$
4,324

$
623,418

$
627,742

$
352



14
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

In thousands
30 - 59 Days Past Due
60 - 89 Days Past Due
Greater than 90 Days Past Due
Total Past Due
Current
Total Loans
Recorded Investment > 90 Days, Accruing
December 31, 2014
 
 
 
 
 
 
 
Commercial
$
0

$
0

$
201

$
201

$
84,002

$
84,203

$
0

Commercial real estate
 

 

 

 

 

 

 

Owner occupied
0

1,021

1,403

2,424

118,681

121,105

1,403

Income producing
0

1,961

1,066

3,027

141,219

144,246

364

Multifamily
0

0

0

0

26,033

26,033

0

Construction real estate
 

 

 

 

 

 

 

1 - 4 Family
14

0

556

570

19,120

19,690

556

Other
0

0

2,030

2,030

31,804

33,834

0

Farmland
0

0

0

0

1,278

1,278

0

Residential real estate
 

 

 

 

 

 

 

Equity Lines
0

0

0

0

28,895

28,895

0

1 - 4 Family
0

480

682

1,162

145,403

146,565

0

Junior Liens
21

15

0

36

8,256

8,292

0

Consumer
 

 

 

 

 

 

 

Credit Cards
24

4

0

28

1,258

1,286

0

Other
6

0

0

6

2,928

2,934

0

Deferred loan fees, net
0

0

0

0

(89
)
(89
)
0

Total
$
65

$
3,481

$
5,938

$
9,484

$
608,788

$
618,272

$
2,323


As noted in the chart above, we have reduced our loans past due past due by $5,160 or 54% since December 31, 2014.

Nonaccrual Loans.  Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. Loans will be placed on nonaccrual status automatically when principal or interest is past due 90 days or more, unless the loan is both well secured and in the process of collection.  In this case, the loan will continue to accrue interest despite its past due status.  When interest accrual is discontinued, all unpaid accrued interest is reversed and any subsequent payments received are applied to the outstanding principal balance. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.  The following is a schedule of loans receivable, by portfolio segment, on nonaccrual status as of March 31, 2015 and December 31, 2014:

In thousands
March 31, 2015
December 31, 2014
Commercial
$
201

$
201

Commercial real estate
 

 

Income Producing
137

702

Construction real estate
 

 

Other
2,590

2,030

Residential real estate
 

 

Equity Lines
45

46

1 - 4 Family
0

681

Total
$
2,973

$
3,660

Had nonaccrual loans performed in accordance with their original contract terms, the Company would have recognized additional interest income in the amount of $36 during the three months ended March 31, 2015; $276 during the year ended

15
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

December 31, 2014, and $42 during the three months ended March 31, 2014.  There was one restructured loan at March 31, 2015 and December 31, 2014 and totaling $2,361 and $2,364, respectively.

Impaired Loans.  Impaired loans are identified by the Company as loans in which it is determined to be probable that the borrower will not make interest and principal payments according to the contract terms of the loan.  In determining impaired loans, our credit administration department reviews past-due loans, examiner classifications, Bank classifications, and a selection of other loans to provide evidence as to whether the loan is impaired.  All loans rated as substandard are evaluated for impairment by the Bank’s Allowances for Loan and Lease Losses (“ALLL”) Committee.  Once classified as impaired, the ALLL Committee individually evaluates the total loan relationship, including a detailed collateral analysis, to determine the reserve appropriate for each one.  Any potential loss exposure identified in the collateral analysis is set aside as a specific reserve (valuation allowance) in the allowance for loan and lease losses.  If the impaired loan is subsequently resolved and it is determined the reserve is no longer required, the specific reserve will be taken back into income during the period the determination is made.  Impaired loans, or portions thereof, are charged off when deemed uncollectible.  Impaired loans as of March 31, 2015 and December 31, 2014 are set forth in the following table:

In thousands
Recorded Investment
Unpaid Principal Balance (1)
Related Allowance
Average Recorded Investment
Interest Income Recognized
March 31, 2015
 
 
 
 
 
With no related allowance:
 
 
 
 
 
Commercial
$
704

$
993

$
0

$
706

$
6

Commercial real estate
 

 

 

 

 

Owner occupied
2,768

2,768

0

2,770

48

Income producing
8,960

8,960

0

8,584

106

Construction real estate
 

 

 

 

 

Other
2,099

4,865

0

2,099

1

Residential real estate
 

 

 

 

 

Equity Lines
135

145

0

135

1

1 - 4 Family
466

466

0

469

7

Total loans with no allowance
$
15,132

$
18,197

$
0

$
14,763

$
169

 
 
 
 
 
 
With an allowance recorded:
 

 

 

 

 

Commercial real estate
 

 

 

 

 

Income producing
137

137

62

137

0

Total loans with an allowance
$
137

$
137

$
62

$
137

$
0

 
 
 
 
 
 
Total:
 

 

 

 

 

Commercial
$
704

$
993

$
0

$
706

$
6

Commercial real estate
11,865

11,865

62

11,491

154

Construction real estate
2,099

4,865

0

2,099

1

Residential real estate
601

611

0

604

8

Totals
$
15,269

$
18,334

$
62

$
14,900

$
169



16
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

In thousands
Recorded Investment
Unpaid Principal Balance (1)
Related Allowance
Average Recorded Investment
Interest Income Recognized
December 31, 2014
 
 
 
 
 
With no related allowance:
 
 
 
 
 
Commercial
$
707

$
995

$
0

$
739

$
26

Commercial real estate
 

 

 

 

 

Owner occupied
2,771

2,771

0

2,784

194

Income producing
7,735

7,735

0

8,570

442

Construction real estate
 

 

 

 

 

Other
2,099

4,865

0

2,310

4

Residential real estate
 

 

 

 

 

Equity Lines
136

146

0

140

3

1 - 4 Family
1,153

1,156

0

1,170

56

Total loans with no allowance
$
14,601

$
17,668

$
0

$
15,713

$
725

 
 
 
 
 
 
With an allowance recorded:
 

 

 

 

 

Commercial real estate
 

 

 

 

 

Income producing
$
137

$
137

$
62

$
141

$
5

Total loans with an allowance
$
137

$
137

$
62

$
141

$
5

 
 
 
 
 
 
Total:
 

 

 

 

 

Commercial
$
707

$
995

$
0

$
739

$
26

Commercial real estate
10,643

10,643

62

11,495

641

Construction real estate
2,099

4,865

0

2,310

4

Residential real estate
1,289

1,302

0

1,310

59

Totals
$
14,738

$
17,805

$
62

$
15,854

$
730

(1) Balances transferred to foreclosed assets are not included as unpaid principal balance.

The increase in the first quarter of 2015 is attributable to a $1,269 participation sold buy-back on an impaired note, which was partially offset by the payoff of two impaired residential mortgages during the quarter.

Cash basis interest income on impaired loans was $167 for the three months ended March 31, 2015 and $778 for the year ended December 31, 2014.

Credit Quality Indicators. The Company categorizes loans and leases into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. This categorization is made on all commercial, commercial real estate and construction and development loans.  The Company analyzes loans and leases individually by classifying the loans and leases as to credit risk. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings: 

Risk rated 1
Highest Caliber Credit – to qualify as a “1”, a credit must be either fully secured by cash or secured by a portfolio of marketable securities within margin.


17
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

Risk rated 2
Very High Caliber Credit – to qualify as a “2”, a credit must be a borrower within an industry exhibiting strong trends.  The borrower must be a highly-rated individual or company whose management, profitability, liquidity, and leverage are very strong and above industry averages.  Borrower should show substantial liquidation net worth and income or alternative fund sources to retire the debt as agreed.

Risk rated 3
High Caliber Credit - to qualify as a “3”, the criteria of management, industry, profitability, liquidity, and leverage must be generally strong and comparable to industry averages.  Borrower should show above average liquidation net worth and sufficient income or alternative fund sources to retire the debt as agreed.

Risk rated 4
Satisfactory Credit – to qualify as a “4”, a credit should be performing relatively close to expectations, with adequate evidence that the borrower is continuing to generate adequate cash flow to service debt.  There should be no significant departure from the intended source and timing of repayment, and there should be no undue reliance on secondary sources of repayment.  To the extent that some variance exists in one or more criteria being measured, it may be offset by the relative strength of other factors and/or collateral pledged to secure the transaction.  A credit secured by a portfolio of marketable securities in an out-of-margin condition would qualify as a “4”.  Borrower should show average liquidation net worth and income sufficient to retire the debt on an amortizing basis.

Risk rated 5
Monitored Satisfactory Credit – there are certain satisfactory credits, which have elements of risk that the Bank chooses to monitor formally.  The objective of the monitoring process is to assure that no weaknesses develop in credits with certain financial or operating leverage, or credits, which are subject to cyclical economic or variable industry conditions.  Also included in this category are credits with positive operating trends and satisfactory financial conditions, which are achieving performance expectations at a slower pace than anticipated.  This rating may also include loans which exhibit satisfactory credit quality but which are improperly structured as evidenced by excessive renewals, unusually long repayment schedules, the lack of a specific repayment plan, or which exhibit loan policy exceptions or documentation deficiencies.

Risk rated 6
Special Mention – assets in this category are still adequately protected by the borrower’s capital adequacy and payment capability, but exhibit distinct weakening trends and/or elevated levels of exposure to external conditions. If left unchecked or uncorrected, these potential weaknesses may result in deteriorated prospects of repayment. These exposures require management’s close attention so as to avoid becoming undue or unwarranted credit exposures.

Risk rated 7
Substandard - substandard loans are inadequately protected by the borrower’s current financial condition and payment capability or of the collateral pledged, if any. Loans and leases so classified have a well-defined weakness or weaknesses that jeopardize the orderly repayment of debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected.

Risk rated 8
Doubtful – an asset classified as doubtful has all the weaknesses inherent in one classified substandard 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.  Possibility of loss is extremely high, but because of certain important and reasonably specific factors that may work to the advantage and strengthening of the exposure, its classification as an estimate loss is deferred until its more exact status may be determined.  
 
Risk rated 9
Loss – assets classified as loss are considered to be non-collectible and of such little value that their continuance as bankable assets is not warranted. This does not mean the loan has absolutely no recovery value, but rather it is neither practical nor desirable to defer writing off the loan, even though partial recovery may be obtained in the future. Losses are taken in the period in which they surface as uncollectible.

18
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)


As of  March 31, 2015 and December 31, 2014, and based on the most recent analysis performed at those dates, the risk category of loans and leases is as follows:

Internal Risk Rating Grades
 
 
 
 
 
In thousands
1-4
5
6
7
8
March 31, 2015
 

 

 

 

 

Commercial
$
20,361

$
59,076

$
5,914

$
2,304

$
201

Commercial real estate
 

 

 

 

 

Owner occupied
33,107

76,575

2,066

7,602

0

Income producing
16,595

119,828

388

11,024

0

Multifamily
13,237

14,342

0

0

0

Construction real estate
 

 

 

 

 

1 - 4 Family
4,351

8,864

1,255

1,084

0

Other
711

27,486

441

5,035

1,435

Farmland
205

895

0

161

0

Totals
$
88,567

$
307,066

$
10,064

$
27,210

$
1,636

Total:
 

 

 

 

 
Commercial
$
20,361

$
59,076

$
5,914

$
2,304

$
201

Commercial real estate
62,939

210,745

2,454

18,626

0

Construction real estate
5,267

37,245

1,696

6,280

1,435

Totals
$
88,567

$
307,066

$
10,064

$
27,210

$
1,636

December 31, 2014
 
 
 
 
 
Commercial
$
20,121

$
62,500

$
0

$
1,381

$
201

Commercial real estate
 

 

 

 

 
Owner occupied
35,401

76,341

1,674

7,689

0

Income producing
16,100

117,129

367

10,650

0

Multifamily
13,270

12,763

0

0

0

Construction real estate
 

 

 

 

 
1 - 4 Family
7,204

10,141

1,331

1,014

0

Other
834

26,594

441

4,530

1,435

Farmland
209

906

0

163

0

Totals
$
93,139

$
306,374

$
3,813

$
25,427

$
1,636

Total:
 

 

 

 

 
Commercial
$
20,121

$
62,500

$
0

$
1,381

$
201

Commercial real estate
64,771

206,233

2,041

18,339

0

Construction real estate
8,247

37,641

1,772

5,707

1,435

Totals
$
93,139

$
306,374

$
3,813

$
25,427

$
1,636


There are no loans classified as 9 as of March 31, 2015 or December 31, 2014.

All consumer-related loans, including residential real estate are evaluated and monitored based upon payment activity.  Once a consumer-related loan becomes past due on a recurring basis, the Company will pull that loan out of the homogenized pool and evaluate it individually for impairment.  At this time, the consumer-related loan may be placed on the Company’s internal watch list and risk rated either special mention or substandard, depending upon the individual circumstances.

19
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

 
Risk Based on Payment Activity
Performing
Non-Performing
In thousands
3/31/2015
12/31/2014
3/31/2015
12/31/2014
Residential real estate
 
 
 
 
Equity Lines
$
27,624

$
28,849

$
45

$
46

1 - 4 Family
153,670

145,884

145

681

Junior Liens
7,970

8,292

0

0

Consumer
 

 

 

 

Credit Cards
1,297

1,286

0

0

Other
2,559

2,934

0

0

Totals
$
193,120

$
187,245

$
190

$
727

Total:
 

 

 

 

Residential real estate
$
189,264

$
183,025

$
190

$
727

Consumer
3,856

4,220

0

0

Totals
$
193,120

$
187,245

$
190

$
727


Allowance for Loan Losses

The allowance for possible loan losses is a reserve established through a provision for possible loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The Company’s allowance for loan loss methodology includes allowance allocations calculated in accordance with ASC Topic 310, “Receivables” and allowance allocations calculated in accordance with ASC Topic 450, “Contingencies.” Accordingly, the methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions. The Company’s process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The provision for loan losses reflects loan quality trends, including the levels of and trends related to non-accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors. The provision for loan losses also reflects the totality of actions taken on all loans for a particular period. In other words, the amount of the provision reflects not only the necessary increases in the allowance for loan losses related to newly identified criticized loans, but it also reflects actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans.

The level of the allowance reflects management’s continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management’s judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including, among other things, the performance of the Company’s loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

The Company’s allowance for loan losses consists of three elements: (i) specific valuation allowances determined in accordance with accounting principles regarding receivables based on probable losses on specific loans; (ii) historical valuation allowances determined in accordance with accounting principles regarding contingencies based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (iii) general valuation allowances determined in accordance with accounting principles regarding contingencies based on general economic conditions and other qualitative risk factors both internal and external to the Company.

Specific Valuation
The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of problem loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the obligor’s

20
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. This analysis is performed at the relationship manager level for all commercial loans. When a loan is added to the internal watch list, the ALLL Committee analyzes the loan to determine whether the loan is impaired and, if impaired, the need to specifically allocate a portion of the allowance for loan losses to the loan. Specific valuation allowances are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, and economic conditions affecting the borrower’s industry, among other things.

Historical Valuation
Historical valuation allowances are calculated based on the historical loss experience of specific types of loans at the time they were charged-off. The Company uses a rolling 8-quarter analysis to determine its historical loss ratio for the specific pool. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the average balance of loans in the pool for the respective quarter. The loss factors used at March 31, 2015 and December 31, 2014 are as follows:
 
 
3/31/2015
12/31/2014
Commercial
0.22%
0.22%
Commercial real estate - Owner occupied
0.00%
0.00%
Commercial real estate - Income producing
0.00%
0.00%
Commercial real estate - Multifamily
0.00%
0.00%
Construction real estate - 1-4 Family
0.25%
0.17%
Construction real estate - Other
3.58%
3.58%
Construction real estate - Farmland
0.00%
0.00%
Residential real estate - Equity lines
0.26%
0.26%
Residential real estate - 1-4 Family
0.00%
0.00%
Residential real estate - Junior Liens
0.00%
0.00%
Consumer & credit cards
0.76%
0.96%
Loans held for sale
0.00%
0.00%

The Company applies the historical loss ratios to balances of all loans within each category to establish the reserve needed for this section of the allowance calculation. All impaired loans are excluded from this calculation as they are individually evaluated in the specific valuation section as described above.

General Valuation
General valuation allowances are based on general economic conditions and other qualitative risk factors both internal and external to the Company. In general, such valuation allowances are determined by evaluating, among other things: (i) levels and trends in credit quality; (ii) trends in the volume of loans; (iii) the experience, ability and effectiveness of the bank’s lending management and staff; (iv) local economic trends and conditions; (v) credit concentration risk; (vi) current industry conditions; (vii) real estate market conditions; (viii) and large relationship credit risk. Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis. Each component is determined to have either a high, moderate or low degree of risk. The results are then input into a general allocation matrix to determine an appropriate general valuation allowance, based on the risk assessment performed by management and the loss factors established.  Loans identified as losses by management, internal loan review and/or regulatory examiners are charged-off.

21
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

 Environmental Factors
3/31/2015
12/31/2014
3/31/2014
Levels and trends in credit quality
0.15%
0.15%
0.20%
Trends in volume of loans
1.25%
1.35%
1.25%
Experience, ability, and depth of lending management and staff
0.00%
0.00%
0.00%
Local economic trends and conditions
0.25%
0.25%
0.20%
Credit concentration risk
0.05%
0.05%
0.05%
Current industry conditions/general economic conditions
0.05%
0.05%
0.10%
Commercial Real Estate Devaluation
0.20%
0.20%
0.25%
Residential Real Estate Devaluation
0.15%
0.15%
0.15%
Credit concentration risk - large relationships > $8 Million
0.15%
0.15%
0.30%
HELOC Portfolio Risk
0.25%
0.25%
N/A

All impaired loans are excluded from this calculation as they are individually evaluated in the specific valuation section as described above.  The loss factors are multiplied by the loan balances related to each environmental factor at quarter-end.  Therefore for example, only commercial real estate balances are used in the determination for the estimated loss for the commercial real estate devaluation factor. 

The Company reduced the loss factor associated with the trends in volume of loans credit quality environmental factor to reflect the reduction in volume compared to the prior quarter.

As a result of the Company's analysis, changes in the allowance for loan losses for the three months ended March 31, 2015 by segment are as follows:

In thousands
Beginning
 
 
 
Ending
March 31, 2015
Balance
Charge-offs
Recoveries
Provision
Balance
Commercial
$
479

$
0

$
4

$
(10
)
$
473

Commercial real estate
2,926

0

0

4

2,930

Construction real estate
2,131

0

0

24

2,155

Residential real estate
727

0

10

(16
)
721

Consumer
41

0

1

(11
)
31

Unallocated
196

0

0

(6
)
190

Total
$
6,500

$
0

$
15

$
(15
)
$
6,500

In thousands
Beginning
 
 
 
Ending
December 31, 2014
Balance
Charge-offs
Recoveries
Provision
Balance
Commercial
$
544

$
(157
)
$
18

$
74

$
479

Commercial real estate
2,587

0

0

339

2,926

Construction real estate
2,894

(1,988
)
12

1,213

2,131

Residential real estate
1,081

(27
)
91

(418
)
727

Consumer
50

(20
)
2

9

41

Unallocated
44

0

0

152

196

Total
$
7,200

$
(2,192
)
$
123

$
1,369

$
6,500



22
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

As of March 31, 2015 and December 31, 2014, loans individually and collectively evaluated for impairment, by loan portfolio segment, and the corresponding allowance are as follows:

 
Individually Evaluated for Impairment
 
3/31/2015
12/31/2014
In thousands
Allowance
Total Loans
Allowance
Total Loans
Commercial
$
0

$
704

$
0

$
707

Commercial real estate
62

11,865

62

10,643

Construction real estate
0

2,099

0

2,099

Residential real estate
0

601

0

1,289

Consumer
0

0

0

0

Total
$
62

$
15,269

$
62

$
14,738


 
Collectively Evaluated for Impairment
 
3/31/2015
12/31/2014
In thousands
Allowance
Total Loans
Allowance
Total Loans
Commercial
$
473

$
87,152

$
479

$
83,496

Commercial real estate
2,868

282,899

2,864

280,741

Construction real estate
2,155

49,824

2,131

52,703

Residential real estate
721

188,853

727

182,463

Consumer
31

3,856

41

4,220

Unallocated
190

(111
)
196

(89
)
Total
$
6,438

$
612,473

$
6,438

$
603,534


Troubled Debt Restructurings ("TDRs”)

Modifications of terms for loans and their inclusion as TDRs are based on individual facts and circumstances.  Loan modifications that are included as TDRs may involve either an increase or reduction of the interest rate, extension of the term of the loan, or deferral of principal payments, regardless of the period of the modification.  The loans included in all loan classes as TDRs at March 31, 2015 had either an interest rate modification or a deferral of principal payments, which we consider to be a concession.  All loans designated as TDRs were modified due to financial difficulties experienced by the borrower.

There were no new TDRs identified during the three months ended March 31, 2015 and 2014.

TDR Defaults are those TDRs that were greater than 90 days past due, and aligns with our internal definition of default for those loans not identified as TDRs.  The Company did not experience any TDR defaults during the three month periods ended March 31, 2015 or 2014.


23
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

Note 4.  Foreclosed Assets

The following table summarizes the activity in foreclosed assets for the three months ended March 31, 2015 and the year ended December 31, 2014:
 
3/31/2015
12/31/2014
Balance, beginning of period
$
12,308

$
19,705

Additions
0

2,259

Capitalized items
3

188

Sales
0

(8,011
)
Transfers to other assets (1)
0

(1,474
)
Valuation adjustments
0

(360
)
Gain (loss)
(20
)
1

Balance, end of period
$
12,291

$
12,308

(1) Transfers to Other Assets represents the net present value of cash flow proceeds of a tax incentive agreement associated with a building that was sold during the second quarter of 2014.

Note 5.  Earnings Per Share

Basic earnings per share are based upon the weighted average number of common shares outstanding during the period.  The weighted average common shares outstanding for the diluted earnings per share computations were adjusted to reflect the assumed conversion of shares available under stock options.  The following tables summarize earnings per share and the shares utilized in the computations for the three months ended March 31, 2015 and 2014, respectively: 

 
Net Income
Available to Common
Shareholders (000s)
Weighted Average
Common Shares
Per Share Amount
Year to date March 31, 2015
 
 
 
Basic earnings per common share
$
1,926

4,940,736

$
0.39

Effect of dilutive stock options
 
40,121

 

Effect of dilutive stock warrants
 
0

 

Diluted earnings per common share
$
1,926

4,980,857

$
0.39

 
 
 
 
Year to date March 31, 2014
 

 

 

Basic earnings per common share
$
1,516

4,806,323

$
0.32

Effect of dilutive stock options
 
48,646

 

Effect of dilutive stock warrants
 
0

 

Diluted earnings per common share
$
1,516

4,854,969

$
0.31


Note 6.  Stock Based Compensation

The Company has two share-based compensation plans, which are described in the Company’s December 31, 2014 Annual Report on Form 10-K. The compensation cost that has been charged against income for those plans was approximately $190 and $281 for the three months ended March 31, 2015 and 2014, respectively.  The Company has no nonqualified stock options outstanding at March 31, 2015.


24
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

A summary of option activity during the three months ended March 31, 2015 and 2014 is presented below: 
 
March 31, 2015
Options Outstanding
Weighted Avg. Exercise Price
Weighted Avg. Grant Date Fair Value
Aggregate Intrinsic Value
Weighted Avg. Contractual Term
Balances at December 31, 2014
95,020

$
9.04

$
3.51

$
1,024

5.59 years
Exercised
(16,610
)
7.81

2.85

208

 
Forfeited
(600
)
8.92

3.93

 
 
Balances at March 31, 2015
77,810

9.30

3.65

858

5.68 years
Exercisable at March 31, 2015
42,248

$
8.55

$
3.08

$
498

3.39 years
March 31, 2014
 
 
 
 
 
Balances at December 31, 2013
221,250

$
8.88

$
3.19

$
533

4.80 years
Granted
3,000

11.00

4.29

 

 
Exercised
(5,320
)
3.72

1.19

40

 
Balances at March 31, 2014
218,930

9.04

3.25

585

4.59 years
Exercisable at March 31, 2014
173,808

$
9.19

$
3.22

$
461

3.56 years

Cash received from options exercised under all share-based payment arrangements for the three months ended March 31, 2015 was $130.

Information regarding options vested during the three months ended March 31, 2015 and 2014 are as follows:
 
Three months ended
 
3/31/2015
3/31/2014
Number of options vested:
3,440

9,120

Total grant date fair value of options vested
$
10

$
13


A summary of restricted stock activity during the three months ended March 31, 2015 and 2014 is presented below:
 
March 31, 2015
March 31, 2014
 
Non-Vested
Restricted Stock
Outstanding
Weighted Average
Grant Date
Fair Value
Non-Vested
Restricted Stock
Outstanding
Weighted Average
Grant Date
Fair Value
Beginning balance outstanding
0

$
0.00

0

$
0.00

Granted
9,200

19.55

24,660

11.00

Vested
(9,200
)
19.55

(24,660
)
11.00

Ending balance outstanding
0

$
0.00

0

$
0.00



25
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

Note 7. Financial Derivatives

Financial derivatives are reported at fair value in other assets or other liabilities. The accounting for changes in the fair value of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship. For derivatives not designated as hedges, the gain or loss is recognized in current earnings. The Company has entered into interest rate swap contracts to meet loan customer needs, while managing interest rate risk to the Company. Upon entering into these swaps, the Company also enters into offsetting positions with a counterparty to minimize interest rate risk to the Company. These individual swap contracts qualify as derivatives, but are not designated as hedging instruments. Interest rate swap contracts involve the risk of dealing with borrowers and counterparties and their ability to meet contractual terms. When the fair value of a derivative instrument contract is an asset the counterparty or customer owes the Company, and results in credit risk to the Company. When the fair value of the swap contract is a liability, the Company owes the customer or counterparty and therefore, has assumed no credit no risk beyond the original extension of credit.

A summary of the Company's interest rate swaps is as follows:
 
March 31, 2015
 
December 31, 2014
 
Notional Amount
Estimated Fair Value
 
Notional Amount
Estimated Fair Value
Pay fixed - receive floating interest rate swap
$
20,219

$
(543
)
 
$
20,394

$
(314
)
Pay floating - receive fixed interest rate swap
(20,219
)
543

 
(20,394
)
314

Total
$
0

$
0

 
$
0

$
0



Note 8.  Borrowings and Restricted Stock

Federal Home Loan Bank (“FHLB”) borrowings consisted of long-term borrowings totaling $28,000 at March 31, 2015 and December 31, 2014.  The Company had $15,000 and $30,000 short-term borrowings at March 31, 2015 and December 31, 2014, respectively. Junior subordinated notes consisted of Trust Preferred Securities totaling $16,496 at March 31, 2015 and December 31, 2014 and a subordinated note with an outstanding balance of $10,830 at March 31, 2015 and $10,860 at December 31, 2014.

Through the three months ended March 31, 2015, interest expense on FHLB borrowings was $279, on junior subordinated debt was $235 and on fed funds purchased and securities sold under agreements to repurchase was $28.   In the same prior year period, interest expense on FHLB borrowings was $277, on junior subordinated debt was $237 and on fed funds purchased and securities sold under agreements to repurchase was $20.

Restricted stock, which represents a required investment in the common stock of a correspondent bank, is carried at cost, and as of March 31, 2015 and December 31, 2014, included the common stock of the FHLB which is included in other assets.   Restricted stock totaled $4,007 at March 31, 2015 and $4,721 at December 31, 2014.

Management evaluates the restricted stock for impairment in accordance with authoritative accounting guidance under ASC Topic 320, “Investments – Debt and Equity Securities.”  Management’s determination of whether these investments
are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value.  The determination of whether a decline affects the ultimate recoverability of the cost of an investment is influenced by criteria such as (1) the significance of the decline in net assets of the issuing bank as compared to the capital stock amount for that bank and the length of time this situation has persisted, (2) commitments by the issuing bank to make payments required by law or regulation and the level of such payments in relation to the operating performance of that bank, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the issuing bank.

The FHLB of Atlanta neither provides dividend guidance prior to the end of each quarter, nor conducts repurchases of excess activity-based stock on a daily basis, instead making such determinations quarterly. Based on evaluation of criteria under ASC Topic 320, management believes that no impairment charge in respect of the restricted stock is necessary as of March 31, 2015.


26
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

Note 9.  Fair Value

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability.  In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach.  Such valuation techniques are consistently applied.  Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability.  Generally accepted accounting principles regarding fair value measurements, establish a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The fair value hierarchy is as follows:

Level 1:  Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2:  Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3:  Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions.  Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

The following is a description of valuation methodologies used for assets and liabilities recorded at fair value.  The determination of where an asset or liability falls in the hierarchy requires significant judgment.  The Company evaluates its hierarchy disclosures each quarter and based on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.  However, the Company expects changes in classifications between levels will be rare.

Securities:  Investment securities are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted prices, if available.  If quoted prices are not available, fair values are measured using matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities.  Level 1 securities include those traded on nationally recognized securities exchanges, U.S. Treasury securities, and money market funds.  Level 2 securities include U.S. Agency securities, mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities.  Securities classified as Level 3 include asset-backed securities in less liquid markets.

Loans:  Other than the Company’s Held For Sale portfolio, the Company does not record loans at fair value on a recurring basis.  However, from time to time, a loan is considered impaired and an allowance for loan losses is established.  Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired.  The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value, and discounted cash flows.  Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.

At March 31, 2015, substantially all of the total impaired loans were evaluated based on the fair value of the collateral. Impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy.  When the fair value of the collateral is based on an observable market price, the Company records the impaired loan as nonrecurring Level 2.  The Company records the impaired loan as nonrecurring Level 3 in the following instances: (i) when the fair value of the collateral is based upon current appraised value less estimated selling or liquidation costs; (ii) when an appraised value is not available, or (iii) when management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price.

Foreclosed assets:  Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets.  Subsequently, foreclosed assets are carried at net realizable value.  Fair value is based upon independent market prices, appraised values of the collateral, or management’s estimation of the value of the collateral.  When the fair value of the collateral is based on an

27
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

observable market price, the Company records the foreclosed asset as nonrecurring Level 2.  The Company records the value of foreclosed assets as nonrecurring Level 3 in the following instances: (i) when the fair value of the collateral is based upon current appraised value less estimated selling or liquidation costs; (ii) when an appraised value is not available, or (iii) when management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price.

Derivatives: Derivatives are recorded at fair value on a recurring basis. Third party vendors compile prices from various sources and may determine the fair value of identical or similar instruments by using pricing models that consider observable market data (Level 2).

Assets and Liabilities Recorded at Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 are summarized below:
In thousands
 
 
 
 
March 31, 2015
Total
Level 1
Level 2
Level 3
Investment securities available-for-sale:
 
 
 
 
U.S. Government and federal agency
$
8,164

$
0

$
8,164

$
0

Government-sponsored enterprises
28,105

0

28,105

0

Mortgage-backed securities
81,181

0

81,181

0

Collateralized mortgage obligations
12,309

0

12,309

0

State and political subdivisions
29,272

0

29,272

0

Held for sale loans
2,490

0

2,490

0

Interest rate swaps
543

0

543

0

Total assets at fair value
$
162,064

$
0

$
162,064

$
0

 
 
 
 
 
Interest rate swaps
543

0

543

0

Total liabilities at fair value
$
543

$
0

$
543

$
0

 
 
 
 
 
December 31, 2014
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
U.S. Government and federal agency
$
13,956

$
0

$
13,956

$
0

Government-sponsored enterprises
27,738

0

27,738

0

Mortgage-backed securities
90,615

0

90,615

0

Collateralized mortgage obligations
12,943

0

12,943

0

State and political subdivisions
32,485

0

32,485

0

Held for sale loans
566

0

566

0

Interest rate swaps
314

0

314

0

Total assets at fair value
$
178,617

$
0

$
178,617

$
0

 
 
 
 
 
Interest rate swaps
314

0

314

0

Total liabilities at fair value
$
314

$
0

$
314

$
0


28
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)


 Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
The Company may be required from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles.  These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis as of March 31, 2015 and December 31, 2014 are included in the tables below:
 
In thousands
 
 
 
 
March 31, 2015
Total
Level 1
Level 2
Level 3
Impaired Loans:
 
 
 
 
Commercial
$
201

$
0

$
0

$
201

Commercial Real Estate
75

0

0

75

Construction Real Estate
2,030

0

0

2,030

Total Impaired Loans
$
2,306

$
0

$
0

$
2,306

Foreclosed Assets
12,291

0

0

12,291

Total assets at fair value
$
14,597

$
0

$
0

$
14,597

 
 
 
 
 
Total liabilities at fair value
$
0

$
0

$
0

$
0


December 31, 2014
 
 
 
 
Impaired Loans:
 
 
 
 
Commercial
$
201

$
0

$
0

$
201

Residential Real Estate
174

0

0

174

Construction Real Estate
2,030

0

0

2,030

Consumer
75

0

0

75

Total Impaired Loans
$
2,480

$
0

$
0

$
2,480

Foreclosed Assets
12,308

0

0

12,308

Total assets at fair value
$
14,788

$
0

$
0

$
14,788

 
 
 
 
 
Total liabilities at fair value
$
0

$
0

$
0

$
0


For level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of March 31, 2015, the significant unobservable inputs used in the fair value measurements were as follows:

 
Fair Value at March 31, 2015
Valuation
Technique
Significant
Unobservable
Inputs
Significant Unobservable Input Value
Impaired Loans
$
2,306

Discounted appraised value
Discount for selling costs and age of appraisals
15% - 55%
Foreclosed Assets
$
12,291

Discounted appraised value
Discount for selling costs and age of appraisals
15% - 55%


29
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

Accounting standards for financial instruments require disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet.  In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.  In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.  These accounting standards exclude certain financial instruments and all non-financial instruments from its disclosure requirements.  Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The methodologies for estimating fair value of financial assets and liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above.  The estimated fair value approximates carrying value for cash and cash equivalents, accrued interest and the cash surrender value of life insurance policies.  The methodologies for other financial assets and liabilities are discussed below:

Loans:  For variable-rate loans that re-price frequently and with no significant changes in credit risk, fair values are based on carrying values.  The fair values for other loans were estimated using discounted cash flow analysis, using interest rates currently being offered.  An overall valuation adjustment is made for specific credit risks as well as general portfolio credit risk.

Deposit liabilities:  The fair values disclosed for demand and savings deposits are, by definition, equal to the amount payable on demand at the reporting date.  The fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated contractual maturities on such time deposits.

Short-term borrowings:  The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings maturing within 90 days approximate their fair values.  Fair values of other short-term borrowings are estimated using discounted cash flow analysis on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Federal Home Loan Bank of Atlanta advances:  The fair values of the Company’s Federal Home Loan Bank of Atlanta advances are estimated using discounted cash flow analysis based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Junior Subordinated Debentures:   The values of the Company’s junior subordinated debentures are variable rate instruments that reprice on a monthly and/or quarterly basis; therefore, carrying value is adjusted for the one or three month repricing lag in order to approximate fair value.

Off-Balance-Sheet Financial Instruments:  The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties.  For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.  The fair value of stand-by letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.  At March 31, 2015, the fair value of loan commitments and stand-by letters of credit was immaterial.


30
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

March 31, 2015
Carrying Amounts
Approximate Fair Value
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
In thousands
 
 
 
 
 
Financial assets
 
 
 
 
 
Loans, net
$
621,242

$
629,739

$
0

$
0

$
629,739

 
 
 
 
 
 
Financial liabilities
 

 

 

 

 

Time deposits/IRAs
178,296

179,134

0

179,134

0

FHLB borrowings
43,000

45,500

0

45,500

0

Junior subordinated debentures
27,326

26,761

0

26,761

0

December 31, 2014
 
 
 
 
 
Financial assets
 
 
 
 
 
Loans, net
611,772

612,858

0

0

612,858

 
 
 
 
 
 
Financial liabilities
 

 

 

 

 

Time deposits/IRAs
187,303

188,395

0

188,395

0

FHLB borrowings
58,000

60,546

0

60,546

0

Junior subordinated debentures
27,356

23,547

0

23,547

0


 

Note 10.  Commitments and Contingencies

The income tax returns for 2012 through 2014 are open for inspection by federal and state tax authorities and, with limited exceptions, returns for years prior to 2012 are closed to examination.

Litigation
In the normal course of business the Bank may be involved in various legal proceedings.  Based on the information presently available, and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings, in the aggregate, will not have a material adverse effect on the business or the financial condition or results of operations of the Company.

Financial Instruments with Off-Balance-Sheet Risk
In the normal course of business to meet the financing needs of its customers, the Company is a party to financial instruments with off-balance-sheet risk, which involve commitments to extend credit.  These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.  The contract amounts of these instruments reflect the extent of involvement the Bank has in particular classes of financial instruments.

Credit risk is defined as the possibility of sustaining a loss because the other parties to a financial instrument fail to perform in accordance with the terms of the contract.  The Bank’s maximum exposure to credit loss under commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments.  The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.  At March 31, 2015 outstanding commitments to extend credit were $167,295 as compared to $180,694 at December 31, 2014.

Commitments to extend credit are agreements to lend to a customer as long as there is no breach of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a

31
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

fee.  Commitments may be at fixed or variable rates and generally expire within one year.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Derivative Financial Instruments
For asset/liability management purposes, we may use interest rate swap agreements to hedge interest rate risk exposure to declining rates.  Such derivatives are used as part of the asset/liability management process and are linked to specific assets, and have a high correlation between the contract and the underlying item being hedged, both at inception and throughout the hedge period.  Cash flows resulting from the derivative financial instruments that are accounted for as hedges of assets and liabilities are classified in the cash flow statement in the same category as the cash flow of the items being hedged.  At March 31, 2015 and December 31, 2014 the Company did not have any derivative agreements related to interest rate hedging in place. See Note 7 for more information on derivative financial instruments.

Note 11.  Regulatory Matters

Dividends
The Company's principal source of funds for dividend payments is dividends received from the Bank.  The amount of dividends that may be paid by the Bank to the Company will depend on the Bank’s earnings and capital position and is limited by federal and state law, regulations and policies.  A state bank may not pay dividends that would impair its paid-in capital; all dividends must be paid out of net undivided profits then on hand.  Before any dividend is declared, any deficit in capital funds originally paid in shall have been restored by earnings to their initial level.  As of March 31, 2015 and December 31, 2014, the amount available from the Bank’s retained earnings for payment of dividends was $48,306 and $45,998 respectively.  In addition, federal banking regulations provide that prior approval by the Federal Reserve is required if cash dividends in any given year exceed net income for that year, plus retained net income of the two previous years. The Company is current on all dividend payments on its Trust Preferred Securities.  Additionally, subsequent to quarter-end, the Company declared a quarterly cash dividend of $0.04 per share to be paid June 1, 2015 to common shareholders of record May 15, 2015.

Capital Requirements
The Company and the Bank are subject to various regulatory capital requirements administered by the federal and state 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 consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.  The Company's and the Bank'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 and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined).  Management believes, as of March 31, 2015 and December 31, 2014 that the Company and the Bank meet all capital adequacy requirements to which they are subject.

As of March 31, 2015 and December 31, 2014, the Company and the Bank were categorized as “well capitalized” as defined by applicable regulations.  To be categorized as “well capitalized”, the Company and Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below.  There are no conditions or events since that date that management believes have changed the Company's or the Bank's category.  The table below includes the new Basel III minimum requirements for 2015. The December 31, 2014 ratios reflect the new ratios for better comparison.

32
VALLEY FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 2015 (Unaudited)
(In thousands, except share and per share data)

 
Actual
Minimum Required
for Capital
Adequacy Purposes
Minimum to be Well
Capitalized Under
Prompt Corrective
Action Provisions
March 31, 2015
Amount
Ratio
Amount
Ratio
Amount
Ratio
Total Capital (to risk weighted assets):
 
 
 
 
 
 
Valley Financial Corporation
$96,486
14.8%
$52,082
8.0%
n/a
n/a
Valley Bank
95,445
14.7%
52,056
8.0%
$65,070
10.0%
Tier 1 Capital (to risk weighted assets):
 
 
 
 
 
 
Valley Financial Corporation
79,156
12.2%
39,061
6.0%
n/a
n/a
Valley Bank
88,945
13.7%
39,042
6.0%
39,042
6.0%
Tier 1 Common Capital (to risk weighted assets):
 
 
 
 
 
 
Valley Financial Corporation
63,156
9.7%
29,296
4.5%
n/a
n/a
Valley Bank
88,945
13.7%
29,282
4.5%
29,282
4.5%
Tier 1 Capital - Leverage (to average assets):
 
 
 
 
 
 
Valley Financial Corporation
79,156
9.1%
34,857
4.0%
n/a
n/a
Valley Bank
88,945
10.2%
34,823
4.0%
43,528
5.0%
 
 
 
 
 
 
 
December 31, 2014
 
 
 
 
 
 
Total Capital (to risk weighted assets):
 
 
 
 
 
 
Valley Financial Corporation
$94,072
14.7%
$51,297
8.0%
n/a
n/a
Valley Bank
93,138
14.5%
51,277
8.0%
$64,096
10.0%
Tier 1 Capital (to risk weighted assets):
 
 
 
 
 
 
Valley Financial Corporation
76,712
12.0%
38,473
6.0%
n/a
n/a
Valley Bank
86,638
13.5%
38,473
6.0%
38,458
6.0%
Tier 1 Common Capital (to risk weighted assets):
 
 
 
 
 
 
Valley Financial Corporation
60,712
9.5%
28,855
4.5%
n/a
n/a
Valley Bank
86,638
13.5%
28,855
4.5%
28,855
4.5%
Tier 1 Capital - Leverage (to average assets):
 
 
 
 
 
 
Valley Financial Corporation
76,712
8.8%
34,739
4.0%
n/a
n/a
Valley Bank
86,638
10.0%
34,711
4.0%
43,388
5.0%

Note 12.  Subsequent Events

On April 23, 2015, the Company’s Board of Directors declared a quarterly cash dividend in the amount of $0.04 per share, payable on June 1, 2015 to common shareholders of record May 15, 2015.







33

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of the financial condition and results of operations of the Company as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014 is as follows.  The discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Critical Accounting Estimates

General
The Company’s financial statements are prepared in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”) and with general practices within the banking industry.  In connection with the application of those principles, we have made judgments and estimates, which in the case of the determination of our allowance for loan losses, deferred tax assets, and foreclosed assets have been critical to the determination of our financial position and results of operations.

Management considers accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s financial statements.

For a discussion on the Company’s critical accounting estimates, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Non-GAAP Financial Measures
The Company measures the net interest margin as an indicator of profitability. The net interest margin is calculated by dividing tax-equivalent net interest income by total average earning assets. Because a portion of interest income earned by the Company is nontaxable, the tax-equivalent net interest income is considered in the calculation of this ratio. Tax-equivalent net interest income is calculated by adding the tax benefit realized from interest income that is nontaxable to total interest income then subtracting total interest expense. The tax rate utilized in calculating the tax benefit for 2015 and 2014 is 34%. The reconciliation of tax-equivalent net interest income, which is not a measurement under GAAP, to net interest income, is reflected in the table below.
 
 
Three months ended
In thousands
3/31/2015
3/31/2014
Net interest income, non tax-equivalent
$
6,874

$
6,910

Less: tax-exempt interest income
(136
)
(189
)
Add: tax-equivalent of tax-exempt interest income
206

286

Net interest income, tax-equivalent
$
6,944

$
7,007


Pending Merger

On November 17, 2014, the Company entered into a definitive agreement pursuant to which BNC Bancorp ("BNC") will acquire all of the common stock of the Company in a stock transaction valued at approximately $101.3 million, based on the closing price of BNC common stock on November 14, 2014. Under the terms of the agreement, which has been approved by the Boards of Directors of both companies, the Company's shareholders will receive shares of BNC common stock based upon the 20-day volume weighted average price of BNC common stock prior to the closing of the merger ("VWAP"), subject to
minimum and maximum exchange ratios. If the VWAP immediately prior to the merger is equal to or less than $18.50 but
greater than $14.25, then each share of our common stock will be converted into $20.50 payable in shares of BNC common
stock (with the exchange ratio equal to $20.50 divided by the VWAP). If the VWAP immediately prior to the merger is greater
than or equal to $18.50 then each share of our common stock shall be converted into 1.1081 shares of BNC common stock (the
“Minimum Exchange Ratio”). If the VWAP immediately prior to the merger is less than $14.25, then each share of our common stock shall be converted into 1.4386 shares of BNC common stock (the “Maximum Exchange Ratio”). The
transaction, which is subject to regulatory approval, the approval of the shareholders of Valley and BNC, and other customary
conditions, is expected to close in the third quarter of 2015.

We are pleased to join forces with BNC Bancorp to provide enhanced and long-term value to our customers and communities.
We believe that our combination with BNC, with expected combined total assets of approximately $5.0 billion, will provide

34

greater capital resources and operational scale that will allow us to grow with the robust Roanoke economy and capture
additional market share. In addition, we anticipate that BNC’s track record for creating and growing shareholder value will be a
major plus for the Valley shareholder base.

Results of Operations

Net Income

The Company reported record quarterly net income available to common shareholders for the three months ended March 31, 2015 of $1,926,000 and $0.39 per diluted share as compared to $1,516,000 and $0.31 per diluted share for the prior year's first quarter, increases of 27% and 26% respectively. The Company's earnings for the three months ended March 31, 2015 produced an annualized return on average total assets ("ROA") of 0.90% and an annualized return on average shareholder's equity ("ROE") of 12.60% as compared to 0.73% and 11.24%, respectively, for the prior year's quarter.

In comparison to the linked quarter, net income available to common shareholders increased $392,000 or 26% while diluted earnings per share increased $0.08 or 26%. Absent the merger related expenses, securities gains and other nonrecurring items, net income available to common shareholders would have increased $83,000 or 5% as compared to the fourth quarter 2014. The following table is a comparison to prior periods after excluding merger related transaction costs, securities gains and other nonrecurring items recorded in the periods:
 
1Q 2015
4Q 2014
1Q 2014
Net income available to common shareholders
$
1,926,000

$
1,534,000

$
1,516,000

Add back: Merger expenses, net of tax benefit
96,000

290,000

0

Add back: Nonrecurring payroll tax related to RSG vesting, net of tax benefit
34,000

0

0

Add back: Prior period tax adjustments related to merger costs
68,000

0

0

Subtract: Gains on sale of securities, net of tax expense
(217,000
)
0

(5,000
)
Net income available to common shareholders, excluding post-tax nonrecurring items
$
1,907,000

$
1,824,000

$
1,511,000

$ Increase / (Decrease) after excluding post-tax nonrecurring items
$
83,000

$
396,000

% Increase / (Decrease) after excluding post-tax nonrecurring items
5
%
26
%
 
 
 
 
Diluted earnings per share, excluding post-tax nonrecurring items
$
0.38

$
0.37

$
0.31

% Increase / (Decrease) after excluding post-tax nonrecurring items
3
%
23
%
   
Select highlights for the first quarter include:

•
Net income to common shareholders of $1,926,000 and $0.39 per diluted share, producing an annualized return on average total assets of 0.90% and an annualized return on average shareholders' equity of 12.60%.
•
The Company recorded noninterest income of $1,576,000 during the quarter. Excluding gains on the sale of securities, noninterest income was $1,247,000, an increase of $179,000 or 17% from the same prior year period and $30,000 or 2% compared to the linked quarter.
•
Nonperforming assets ("NPAs") decreased 13% or $2,678,000, from $20,655,000 at December 31, 2014 to $17,977,000 at March 31, 2015. In comparison to March 31, 2014, NPAs decreased $7,347,000, or 29%.
•
The Company's Allowance for Loan and Lease Losses ("ALLL") to total loans decreased 1 basis point ("bp") to 1.04% in comparison to the 1.05% at December 31, 2014 and 6 bps from the 1.10% reported one year earlier.
•
The Company recorded an increase in average gross loans outstanding of $45,834,000 or 8% from the same period last year and $12,506,000 or 2% in comparison to the linked quarter (an annualized growth rate of 8%).


35

The following table shows our key performance ratios for the periods ended March 31, 2015, December 31, 2014 and March 31, 2014:
Key Performance Ratios(1)
 
Three months ended
Twelve months ended
Three months ended
 
3/31/2015
12/31/2014
3/31/2014
Return on average assets
0.90
%
0.77
%
0.73
%
Return on average equity(2)
12.60
%
11.54
%
11.24
%
Net interest margin(3)
3.47
%
3.52
%
3.64
%
Cost of funds
0.56
%
0.56
%
0.57
%
Yield on earning assets
4.02
%
4.08
%
4.21
%
Basic net earnings per common share
$
0.39

$
1.37

$
0.32

Diluted net earnings per common share
$
0.39

$
1.35

$
0.31

1. Ratios are annualized.
2. The calculation of ROE excludes the effect of any unrealized gains or losses on investment securities available-for-sale.
3. Calculated on a fully taxable equivalent basis (“FTE”) - see "Non-GAAP Financial Measures".

Net Interest Income
The primary source of the Company’s banking revenue is net interest income, which represents the difference between interest income on earning assets and interest expense on liabilities used to fund those assets.  Earning assets include loans, securities, and federal funds sold.  Interest bearing liabilities include deposits and borrowings.  To compare the tax-exempt yields to taxable yields, amounts are adjusted to pretax equivalents based on a 34% federal corporate income tax rate.

Net interest income is affected by changes in interest rates, volume of interest bearing assets and liabilities, and the composition of those assets and liabilities.  The “interest rate spread” and “net interest margin” are two common statistics related to changes in net interest income.  The interest rate spread represents the difference between the yields earned on interest earning assets and the rates paid for interest bearing liabilities.  The net interest margin is defined as the percentage of net interest income to average earning assets.  Earning assets obtained through noninterest bearing sources of funds such as regular demand deposits and shareholders’ equity result in a net interest margin that is higher than the interest rate spread.

 
For the Three Months Ended
 
 
Dollars in thousands
 
 
3/31/2015
12/31/2014
Change
 
3/31/2014
Change
 
 
 
 
 
 
 
 
 
Average interest-earning assets
$
811,240

$
810,581

$
659

 
$
780,960

$
30,280

 
Interest income (FTE)
$
8,050

$
8,183

$
(133
)
 
$
8,105

$
(55
)
 
Yield on interest-earning assets
4.02
%
4.00
%
2

bps
4.21
%
(19
)
bps
Average interest-bearing liabilities
$
689,300

$
689,376

$
(76
)
 
$
686,921

$
2,379

 
Interest expense
$
1,106

$
1,123

$
(17
)
 
$
1,098

$
8

 
Cost of funds
0.56
%
0.56
%
0

bps
0.57
%
(1
)
bps
Net Interest Income (FTE)
$
6,944

$
7,060

$
(116
)
 
$
7,007

$
(63
)
 
Net Interest Margin (FTE)
3.47
%
3.46
%
1

bps
3.64
%
(17
)
bps

In comparison to the fourth quarter of 2014, tax-equivalent net interest income decreased $116,000 or 2% to $6,944,000. Average interest-earning assets increased $659,000 while the net interest margin increased 1 bp during the three-month period to 3.47%. The cost of funds remained flat at 0.56%.

In comparison to the three months ended March 31, 2014, tax-equivalent net interest income decreased $63,000, or 1%, despite average interest-earning assets increasing by $30,280,000 or 4%. The decline is attributable to margin compression as our tax-equivalent net interest margin decreased 17 basis points to 3.47% in the first quarter of 2015. The impact of the low interest rate environment continued to depress asset yields as the yield on earning assets fell 19 bps in comparison to the first quarter 2014.


36


Noninterest Income
 
For the Three Months Ended
 
Dollars in thousands
 
3/31/2015
12/31/2014
$
%
 
3/31/2014
$
%
Noninterest income:
 
 
 
 
 
 
 
 
Service charges on deposit accounts
$
509

$
554

$
(45
)
(8
)%
 
$
452

$
57

13
 %
Mortgage fee income
234

200

34

17
 %
 
92

142

154
 %
Brokerage fee income, net
267

180

87

48
 %
 
247

20

8
 %
Bank owned life insurance income
169

172

(3
)
(2
)%
 
165

4

2
 %
Realized gain on sale of securities
329

0

329

N/M

 
7

322

4,600
 %
Other  income
68

111

(43
)
(39
)%
 
112

(44
)
(39
)%
Total noninterest income
$
1,576

$
1,217

$
359

29
 %
 
$
1,075

$
501

47
 %

In comparison to the fourth quarter of 2014, noninterest income increased $359,000 or 29%. Excluding gains on the sale of securities, noninterest income increased $30,000 or 2%. The quarterly increase was driven by increases from our brokerage and mortgage lines of business, offset by lower service charges (primarily NSF charges) and other income. The decrease in other income is due to a revaluation of our tax incentive agreement receivable based on updated cash flow projections. Annualized total noninterest income, exclusive of gains realized on the sale of securities, was 0.61% of average earning assets for the period compared to 0.60% in the prior year.

In comparison to the three months ended March 31, 2014, noninterest income increased $501,000, or 47%. Excluding gains on the sale of securities, noninterest income increased $179,000 or 17% compared to the same period last year. Mortgage fee income increased $142,000 or 154% while service charge income grew $57,000 or 13%. Other income declined due to the revaluation of the tax incentive agreement receivable as mentioned above. Annualized total noninterest income, exclusive of gains realized on the sale of securities, was 0.61% of average earning assets for the period compared to 0.55% in the prior year.





Noninterest Expense
 
For the Three Months Ended
 
Dollars in thousands
 
3/31/2015
12/31/2014
$
%
 
3/31/2014
$
%
Noninterest expense:
 
 
 
 
 
 
 
 
Compensation expense
$
3,132

$
3,231

(99
)
(3
)%
 
$
3,086

46

1
 %
Occupancy and equipment expense
503

477

26

5
 %
 
490

13

3
 %
Data processing expense
430

428

2

0
 %
 
403

27

7
 %
Insurance expense
232

230

2

1
 %
 
221

11

5
 %
Professional fees
114

123

(9
)
(7
)%
 
138

(24
)
(17
)%
Foreclosed asset expense, net
191

355

(164
)
(46
)%
 
158

33

21
 %
Merger transaction costs
102

439

(337
)
(77
)%
 
0

102

N/M

Other operating expense
838

827

11

1
 %
 
837

1

0
 %
Total noninterest expense
$
5,542

$
6,110

(568
)
(9
)%
 
$
5,333

209

4
 %

In comparison to the fourth quarter of 2014, noninterest expense decreased by $568,000 or 9%, driven by a $337,000 or 77% decrease in merger transaction costs and a $164,000 or 46% decrease in foreclosed asset expense (driven by reduced impairment charges). Compensation expense decreased 99,000 or 3% from the fourth quarter of 2014 due to lower incentive and bonus accruals as a result of the pending merger. The Company's efficiency ratio for the first quarter of 2015 was 66.95% as compared to 73.04% for the fourth quarter of 2014. (The efficiency ratio is computed by dividing noninterest expenses by

37

the sum of fully taxable equivalent net interest income and fully taxable equivalent noninterest income, less gains (losses) on the sale of securities). Excluding merger transaction costs, the efficiency ratio would have been 65.71% in the first quarter of 2015 and 67.80% in the fourth quarter of 2014. The improved efficiency ratio is due to lower noninterest expenses and higher noninterest income.

In comparison to the three months ended March 31, 2014, noninterest expense increased $209,000 or 4%. Excluding merger transaction costs, noninterest expenses grew just $107,000 or 2%. Compensation expense increased $46,000 or 1% due to equity increases to all employees on January 1, 2015, offset by lower incentive and bonus accruals. The 7% or $27,000 increase in data processing expense was driven by higher debit card transactions and internet banking processing costs while the 21% or $33,000 increase in foreclosed asset expenses is due to development costs on several of our OREO properties. The 17% or $24,000 reduction in professional fees is due to lower audit and consulting fees as a result of the pending merger. The Company's efficiency ratio for the first quarter of 2015 was 66.95%, slightly increased from the 65.36% for the same quarter last year.

  

Asset Quality

Non-Performing Assets
Non-performing assets include nonaccrual loans, loans past due 90 days or more and still accruing, restructured loans and foreclosed assets.  A loan will be placed on nonaccrual status when collection of all principal or interest is deemed unlikely.  A loan will be placed on nonaccrual status automatically when principal or interest is past due 90 days or more, unless the loan is both well secured and in the process of being collected.  In this case, the loan will continue to accrue interest despite its past due status.

Foreclosed assets represent properties and equipment acquired through foreclosure or physical repossession. Appraisals are obtained at the time of foreclosure and any necessary write-downs to fair value at the time of transfer to foreclosed assets are charged to the allowance for loan and lease losses.

A restructured loan is a loan in which the original contract terms have been modified due to a borrower’s financial condition or there has been a transfer of assets in full or partial satisfaction of the loan.  A modification of original contractual terms is generally a concession to a borrower that a lending institution would not normally consider.

Based on generally accepted accounting standards for receivables, a loan is impaired when, based on current information and events, it is likely that a creditor will be unable to collect all amounts, including both principal and interest, due according to the contractual terms of the loan agreement.
 

38

The Company's nonperforming assets decreased 13% or $2,678,000, from $20,655,000 at December 31, 2014 to $17,977,000 at March 31, 2015. The nonperforming assets to total assets ratio declined 19 bps to 2.10% in comparison to December 31, 2014. The following table shows a summary of asset quality balances and related ratios for the three-month periods presented (dollars in thousands):
In thousands
3/31/2015
12/31/2014
9/30/2014
6/30/2014
3/31/2014
Nonaccrual loans
$
2,973

$
3,660

$
3,571

$
5,532

$
2,324

Loans past due 90 days or more and still accruing
352

2,323

416

0

349

Performing restructured loans
2,361

2,364

2,364

2,884

2,885

Foreclosed assets
12,291

12,308

11,994

10,599

19,766

Total nonperforming assets
$
17,977

$
20,655

$
18,345

$
19,015

$
25,324

 
 
 
 
 
 
Balances
 
 
 
 
 
Allowance for loan losses
$
6,500

$
6,500

$
6,535

$
6,640

$
6,425

Loans, net of unearned income
$
627,742

$
618,272

$
606,541

$
602,434

$
584,757

Total assets
$
854,199

$
901,399

$
857,345

$
887,089

$
868,724

 
 
 
 
 
 
Ratios
 
 
 
 
 
NPAs to total assets
2.10
%
2.29
%
2.14
%
2.14
%
2.92
%
NPAs to total loans
2.86
%
3.34
%
3.02
%
3.16
%
4.33
%
NPAs to total loans & foreclosed assets
2.81
%
3.28
%
2.97
%
3.10
%
4.19
%
ALLL to nonaccrual loans
218.63
%
177.60
%
183.00
%
120.03
%
276.46
%

Nonaccrual loans
Nonaccrual loans at March 31, 2015 totaled $2,973,000, a decrease of $687,000 or 19% from the linked quarter and an increase of $649,000 or 28% from the prior year. The decrease from the linked quarter is primarily attributable to payoffs on two nonaccrual notes during the quarter. The following table shows the activity in nonaccrual loans for the quarter ended (dollars in thousands):
 
3/31/2015
12/31/2014
9/30/2014
6/30/2014
3/31/2014
Beginning Balance
$
3,660

$
3,571

$
5,532

$
2,324

$
3,665

Net customer payments
(687
)
(2
)
(453
)
(5
)
(28
)
Additions
0

818

0

3,248

0

Charge-offs
0

(5
)
(7
)
0

(1,313
)
Loans returning to accruing status
0

0

0

0

0

Transfers to OREO
0

(722
)
(1,501
)
(35
)
0

Ending Balance
$
2,973

$
3,660

$
3,571

$
5,532

$
2,324



39

Foreclosed Assets
Foreclosed assets at March 31, 2015 totaled $12,291,000, a decrease of $17,000 from the linked quarter and $7,475,000 or 38% from the prior year quarter. The decline year over year was driven by the sale of the Ivy Market Building to Carilion Clinic during the second quarter of 2014. The following table shows the activity in foreclosed assets for the quarter ended (dollars in thousands):
 
3/31/2015
12/31/2014
9/30/2014
6/30/2014
3/31/2014
Beginning Balance
$
12,308

$
11,994

$
10,599

$
19,766

$
19,705

Additions
0

722

1,502

34

0

Capitalized improvements
3

0

46

42

101

Proceeds from sales
0

(210
)
(10
)
(7,750
)
(40
)
Transfers to other assets
0

0

0

(1,474
)
0

Valuation adjustments
0

(186
)
(143
)
(32
)
0

Gains (losses) from sales
(20
)
(12
)
0

13

0

Ending Balance
$
12,291

$
12,308

$
11,994

$
10,599

$
19,766


Performing Restructured Loans - Troubled Debt Restructurings ("TDRs")
The total recorded investment in TDRs as of March 31, 2015 was $2,361,000, a decline of $3,000 from the $2,364,000 at December 31, 2014 and a $524,000 decline from the $2,885,000 at March 31, 2014. The reduction from the prior year is primarily due to one relationship that was upgraded during 2014 based upon renewal of the notes at market rate and market terms. All TDRs were performing at March 31, 2015, December 31, 2014 and March 31, 2014.

Past Due Loans
At March 31, 2015, total accruing loans past due 30 - 89 days were $1,042,000 or 0.2% of total loans, an increase from $763,000, or 0.1%, one year ago and a decrease from $3,547,000, or 0.6%, at December 31, 2014.

Total loans past due greater than 90 days and accruing interest at March 31, 2015 totaled $352,000 as compared to $2,323,000 at December 31, 2014 and $349,000 at March 31, 2014. The March 31, 2015 balance was comprised of three loans, two of which were paid in full and the other loan brought fully current in April.

Impaired Loans
Impaired loans increased $531,000 or 4% from $14,738,000 at December 31, 2014 to $15,269,000 at March 31, 2015. In comparison to March 31, 2014, impaired loans declined $3,339,000 or 17%. The increase in the first quarter of 2015 is attributable to a $1,269,000 participation sold buy-back on an impaired note, which was partially offset by the payoff of two impaired residential mortgages during the quarter.


Summary of Allowance for Loan Losses
We establish the allowance for loan losses through charges to earnings through a provision for loan losses. Loan losses are charged against the allowance when we believe that the collection of the principal is unlikely. Subsequent recoveries of losses previously charged against the allowance are credited to the allowance. The allowance represents an amount that, in our judgment, will be appropriate to absorb probable losses on existing loans that may become uncollectible.

Provision/Charge-offs
The Company recorded a negative $15,000 provision for loan losses during the first quarter of 2015, as compared to a provision of $518,000 for the same period last year and a negative provision of $45,000 in the linked quarter. The Company recorded net recoveries of $15,000 during the first quarter of 2015 as compared to net charge-offs of $1,293,000 or 0.22% of total loans for the first quarter of 2014.



40

Allowance for Loan Losses
The ratio of allowance for loan and lease losses as a percentage of total loans decreased to 1.04% at March 31, 2015 in comparison to 1.05% at December 31, 2014 and 1.10% a year earlier. At March 31, 2015, the Company’s total reserves amounted to $6,500,000, of which $62,000 are specific reserves on impaired loans and $6,438,000 are general reserves to cover inherent risks in the loan portfolio based on the current economic environment. The current level of the allowance for loan losses reflects specific reserves related to impaired loans, current risk ratings on loans, net charge-off activity, loan growth, delinquency trends, and other credit risk factors that the Company considers in assessing the adequacy of the allowance for loan losses. The nonaccrual loan coverage ratio is at 219% as of March 31, 2015, an increase from 178% at December 31, 2014 but a decrease from the 276% reported at March 31, 2014.


Higher Risk Loans
Certain types of loans, such as option ARM products, interest-only loans, sub-prime loans, and loans with initial teaser rates, can have a greater risk of non-collection than other loans.  We do not offer option ARM, interest-only, or sub-prime mortgage loans.

Junior-lien mortgages can also be considered higher risk loans and our junior lien portfolio currently consists of balances totaling $23,370,000 (3.7% of total portfolio) at March 31, 2015.  Loans included in this category that were initially made with high loan-to-value ratios of 100% or greater have current balances totaling $1,735,000 at March 31, 2015.  Since 2003, we have experienced net charge-offs totaling $972,000 in junior lien mortgages.

Financial Condition

Total assets at March 31, 2015 were $854,199,000, a decrease of $47,200,000 or 5% from $901,399,000 at December 31, 2014.  The principal components of the Company’s assets at the end of the period were $16,450,000 in cash and cash equivalents, $159,031,000 in securities available-for-sale and $627,742,000 in gross loans.  In comparison, total assets at December 31, 2014 were $901,399,000 with the principal components consisting of $53,151,000 in cash and cash equivalents, $177,737,000 in securities available-for-sale and $618,272,000 in gross loans. The decline in securities available-for-sale was due to sales totaling $12,421,000 executed late in the first quarter.

Total liabilities at March 31, 2015 were $791,001,000, a decrease of $50,158,000 or 6% from $841,159,000 at December 31, 2014.  Deposits decreased $34,430,000 or 5% to $682,595,000 from the $717,025,000 level at December 31, 2014 while FHLB borrowings decreased $15,000,000 from $58,000,000 to $43,000,000.  The decrease in deposits was primarily due to seasonal outflows from our municipal depositors to meet cash needs until their next collection season.

Total shareholders’ equity at March 31, 2015 was $63,198,000, an increase of $2,958,000 or 5% from $60,240,000 at December 31, 2014. The Company’s tangible book value per share (defined as total capital, including AOCI, divided by outstanding common shares) increased 4% from $12.21 at December 31, 2014 to $12.76 at March 31, 2015.

The following table includes the quarterly average balance for our primary balance sheet items (dollars in thousands):
 
Quarterly Average Balances, Primary Balance Sheet Components
 
Dollars in thousands
 
3/31/2015
12/31/2014
9/30/2014
6/30/2014
3/31/2014
Assets
871,418

868,470

858,860

864,790

839,395

Loans, net of unearned income
624,423

611,916

600,875

591,657

578,589

Securities
174,917

182,784

193,033

197,263

195,927

Earning assets
811,240

810,581

803,224

807,610

780,960

Deposits
684,866

699,580

684,835

695,693

674,958

Noninterest-bearing deposits *
111,268

111,070

101,594

102,860

95,338

Borrowings
115,703

100,867

109,160

108,150

107,301

Interest-bearing liabilities
689,300

689,376

692,401

700,984

686,921

Shareholders' equity
62,147

58,824

57,272

54,338

51,218

* prior to deposit reclassification program disclosed in the Company's 12/31/14 Form 10-K


41

Capital Adequacy
The management of capital in a regulated financial services industry must properly balance return on equity to shareholders while maintaining sufficient capital levels and related risk-based capital ratios to satisfy regulatory requirements. The Company's capital management strategies have been developed to provide attractive rates of returns to shareholders, while maintaining its "well-capitalized" position at the banking subsidiary. The primary source of additional capital to the Company is earnings retention, which represents net income less dividends declared.  

The Company and its banking subsidiary also are subject to various regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company and the subsidiary bank’s financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action under the Federal Deposit Insurance Corporation Improvement Act (“FDICIA”), the Company and its banking subsidiary must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.  The capital amounts and reclassifications 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 and its banking subsidiary to maintain minimum amounts and ratios of total and Tier 1 capital to average assets.  As of March 31, 2015 and December 31, 2014, the Company and the subsidiary bank met all minimum capital adequacy requirements to which they are subject and are categorized as “well capitalized”.  These capital amounts and ratios are included in Note 11 of the consolidated financial statements incorporated by reference herein.

Interest Rate Risk
Interest rate risk is the exposure to fluctuations in the Company’s future earnings (earnings at risk) and value (economic value at risk) resulting from changes in interest rates.  This exposure results from differences between the amounts of interest earning assets and interest bearing liabilities that reprice within a specified time period as a result of scheduled maturities and repayments and contractual interest rate changes.  At March 31, 2015 the Company remains asset sensitive as simulation results indicate that net interest income would rise by approximately 3% if rates were to rise 200 basis points. For a further discussion on interest rate risks, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Liquidity
One of the principal goals of the Bank’s asset and liability management strategy is to maintain adequate liquidity.  Liquidity measures our ability to meet our maturing obligations and existing commitments, to withstand fluctuations in deposit levels, to fund our operations and to provide for customers’ credit needs.  Liquidity represents a financial institution’s ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds from alternative funding sources.  We sell excess funds overnight to provide an immediate source of liquidity and as of March 31, 2015 we had a total of $8,710,000 in overnight funds at the Reserve Bank.   The Company also maintains approved lines of credit with correspondent banks as backup liquidity sources.

The secondary liquidity source for both short-term and long-term borrowings consists of a secured line of credit from the Federal Home Loan Bank (“FHLB”).  At March 31, 2015, the line of credit had $43,000,000 outstanding under a total available line of $73,866,000.  Borrowings from the FHLB are secured by a blanket collateral agreement on a pledged portion of the Bank’s 1-4 family residential real estate loans, multifamily mortgage loans, and commercial mortgage collateral.  Additionally, we have an established line of credit with the Reserve Bank’s Discount Window that had no outstanding balance under a total available line of $56,182,000 at March 31, 2015.  Borrowings from the FRB Discount Window are secured by a collateral agreement on a pledged portion of the Bank’s commercial and real estate construction collateral.

The Company maintains a liquidity policy as a means to manage liquidity and the associated risk.  The policy includes a Liquidity Contingency Plan (“the Liquidity Plan”) that is designed as a tool for the Company to detect liquidity issues in order to protect depositors, creditors and shareholders.  The Liquidity Plan includes monitoring various internal and external indicators such as changes in core deposits and changes in the market conditions.  It provides for timely responses to a wide variety of funding scenarios ranging from changes in loan demand to a decline in the Company’s quarterly earnings to a decline in market price of the Company’s stock.  The Liquidity Plan calls for specific responses designed to meet a wide range of liquidity needs based upon assessments that are performed on a recurring basis by the Company and its Board of Directors.
As a result of our management of liquid assets and our ability to generate liquidity through alternative funding sources, we believe we maintain overall liquidity sufficient to meet our depositors’ requirements and satisfy our customers’ credit needs.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.


42

Not applicable.

Item 4.  Controls and Procedures.

As of the end of the period covered by the report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective.  There has not been any change in our internal control over financial reporting that occurred during the last quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events.  There can be no assurance that any design will succeed in achieving its stated goal under every potential condition, regardless of how remote.  In addition, the operation of any system of controls and procedures is dependent upon the employees responsible for executing it.  While we have evaluated the operation of our disclosure controls and procedures and found them effective, there can be no assurance that they will succeed in every instance to achieve their objective.


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

In the normal course of business the Bank may be involved in various legal proceedings.  Management believes that the ultimate resolution of these proceedings, in the aggregate, will not have a material adverse effect on the business or the financial position, liquidity or results of operations of the Company.

Item 1A.  Risk Factors.

There were no material changes to the Company’s risk factors as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2014.

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

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

None.

Item 5.  Other Information.

None.


43

Item 6.  Exhibits

Exhibit
Number
 
 
Description
 
 
 
31.1
 
Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
 
31.2
 
Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
 
32.1
 
Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 
 
32.2
 
Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 
 
101
 
Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, is formatted in XBRL interactive data files:  (i) Consolidated Statements of Income for the three months ended March 31, 2015 and 2014; (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014; (iii) Consolidated Balance Sheets at March 31, 2015 and December 31, 2014; (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014; and (v) Notes to Consolidated Financial Statements.

*  Filed herewith.

44

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
VALLEY FINANCIAL CORPORATION 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
May 14, 2015
 
/s/ Ellis L. Gutshall
 
 
Date
 
Ellis L. Gutshall, President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
May 14, 2015
 
/s/ Kimberly B. Snyder
 
 
Date
 
Kimberly B. Snyder, Executive Vice President and
 
 
 
Chief Financial Officer
 

45

EXHIBIT INDEX

Exhibit
Number
 
 
Description
31.1
 
Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
 
31.2
 
Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
 
32.1
 
Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 
 
32.2
 
Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 
 
101
 
Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, is formatted in XBRL interactive data files:  (i) Consolidated Statements of Income for the three months ended March 31, 2015 and 2014; (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014; (iii) Consolidated Balance Sheets at March 31, 2015 and December 31, 2014; (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014; and (v) Notes to Consolidated Financial Statements.

*  Filed herewith.

46

VALLEY FINANCIAL CORP /VA/ Reports