Highlands Bankshares 10-Q 2016 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2016

[   ] Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the transition period from ____________ to _____________

Commission File Number:  0-27622

HIGHLANDS BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation or organization)	54-1796693 (I.R.S. Employer Identification No.)
P.O. Box 1128 Abingdon, Virginia (Address of principal executive offices)	24212-1128 (Zip Code)

276-628-9181

(Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company (See definition of "large accelerated filer, accelerated filer and smaller reporting company" in Rule 12b-2 of the Act). Large Accelerated Filer  [  ]   Accelerated Filer  [  ]    Non-Accelerated Filer [  ]  Smaller Reporting Company  [X]

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

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

8,199,229 shares of common stock, par value $0.625 per share,outstanding as of November 14, 2016

Highlands Bankshares, Inc.

FORM 10-Q

For the Quarter Ended September 30, 2016

INDEX

PART I. FINANCIAL INFORMATION	PAGE
Item 1.  Financial Statements
Consolidated Balance Sheets   at September 30, 2016 (Unaudited) and December 31, 2015
	3
Consolidated Statements of Income (Unaudited)   for the Three Months and Nine Months Ended September 30, 2016 and 2015	4
Consolidated Statements of   Comprehensive Income (Unaudited) for the Three Months and Nine Months Ended September 30, 2016 and 2015	5
Consolidated Statements of Cash Flows (Unaudited)  for the Nine Months Ended September 30, 2016 and 2015	6
Consolidated Statements of Changes in  Stockholders' Equity (Unaudited) for the Three Months and Nine Months  Ended September 30, 2016 and 2015	7-9
Notes to Consolidated Financial Statements (Unaudited)	10-40
Item 2. Management's Discussion and Analysis of               Financial Condition and Results of Operations	41-47
Item 3. Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.  Controls and Procedures	47
PART II.  OTHER INFORMATION
Item 1.  Legal Proceedings	48
Item 1A. Risk Factors	48
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.  Defaults Upon Senior Securities	48
Item 4.  Mine Safety Disclosures	48
Item 5.  Other Information	48
Item 6.  Exhibits	48
SIGNATURES AND CERTIFICATIONS	49

2

  FINANCIAL INFORMATION  

 ITEM 1.  Financial Statements

Consolidated Balance Sheets

(Amounts in thousands)

	(Unaudited) September 30, 2016		(Note 1) December 31, 2015
ASSETS
Cash and due from banks	$	24,824	$	26,713
Federal funds sold		22,379		20,178
Total Cash and Cash Equivalents		47,203		46,891
Investment securities available for sale (amortized cost $95,914 at Sept. 30, 2016, $80,239 at December 31, 2015)		96,860		79,860
Other investments, at cost		6,636		6,592
Loans held for sale		2,760		-
Loans, net of allowance for loan losses of  $5,004 at September 30, 2016, $5,654 at December 31, 2015		405,089		426,429
Premises and equipment, net		19,972		20,612
Deferred tax assets		12,006		12,126
Interest receivable		1,945		1,761
Bank owned life Insurance		14,217		14,585
Other real estate owned		3,288		5,694
Other assets		2,294		2,432
Total Assets	$	612,270	$	616,982

3

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Non-interest bearing	$	132,005	$	129,634
Interest bearing		356,058		365,278
Total Deposits		488,064		494,912
Interest, taxes and other liabilities		1,099		761
Other short-term borrowings		27,551		20,052
Long-term debt		40,160		47,698
Total Other Liabilities		68,810		68,511
Total Liabilities		556,874		563,422
STOCKHOLDERS' EQUITY
Common stock (8,199 and 7,851) shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively)		5,124		4,907
Preferred Stock (2,092 shares issued and outstanding)		4,184		4,184
Additional paid-in capital		18,837		17,944
Retained earnings		26,627		26,773
Accumulated other comprehensive income		624		(248	)
Total Stockholders' Equity		55,396		53,560
Total Liabilities and Stockholders' Equity	$	612,270	$	616,982

See accompanying Notes to Consolidated Financial Statements

4

Consolidated Statements of Income

(Amounts in thousands, except per share data)

(Unaudited)

	Nine Months Ended September 30, 2016			Nine Months Ended September 30, 2015			Three Months Ended September 30, 2016			Three Months Ended September 30, 2015
INTEREST INCOME
Loans receivable and fees on loans	$	15,978		$	15,921		$	5,224		$	5,347
Securities available for sale:
Taxable		1,034			873			390			281
Exempt from taxable income		245			281			87			84
Other investment income		173			161			61			48
Federal funds sold		69			66			20			20
Total Interest Income		17,499			17,302			5,782			5,780
INTEREST EXPENSE
Deposits		1,344			1,662			445			545
Other borrowed funds		1,779			1,774			596			598
Total Interest Expense		3,123			3,436			1,041			1,143
Net Interest Income		14,376			13,866			4,741			4,637
Provision for Loan Losses		1,486			697			173			215
Net Interest Income after Provision for Loan Losses		12,890			13,169			4,568			4,422
NON-INTEREST INCOME
Securities gains, net		47			16			-			-
Mortgage Banking Income		361			-			361			-
Service charges on deposit accounts		1,330			1,260			464			439
Other service charges, commissions and fees		1,177			1,220			381			391
Other operating income		602			433			142			152
Total Non-Interest Income		3,517			2,929			1,348			982
NON-INTEREST EXPENSE
Salaries and employee benefits		8.850			7,598			2,895			2,585
Occupancy expense of bank premises		1,008			865			358			271
Furniture and equipment expense		1,148			1,026			412			350
Other operating expense		4,344			4,528			1,639			1,794
Foreclosed Assets – Write-down and operating expenses		1,530			684			684			(139)
Total Non-Interest Expense		16,880			14,701			5,988			4,861
Income Before Income Taxes		(473	)		1,397			(72	)		543
Income Tax Expense (Benefit)		(330	)		(746	)		(73	)		114
Net Income	$	(143	)	$	2,143		$	1		$	429
Basic Earnings Per Common Share – Weighted Average	$	(0.02	)	$	0.27		$	0.00		$	0.05
Earnings Per Common Share – Assuming Dilution	$	(0.02	)	$	0.22		$	0.00		$	0.04

See accompanying Notes to Consolidated Financial Statements

5

Consolidated Statements of Comprehensive Income

(Amounts in thousands)

(Unaudited)

	Nine Months Ended September 30, 2016		Nine Months Ended September 30, 2015
Net Income (loss)	$	(143)	$	2,143
Other Comprehensive Income
Unrealized gains on securities during  the period		1,369		68
Less: reclassification adjustment for gains included in net income		(47)		(16)
Other Comprehensive Income, before tax		1,322		52
Income tax expense related to other            comprehensive income		(450)		(18))
Other Comprehensive Income		872		34
Comprehensive Income	$	729	$	2,177

	Three Months Ended September 30, 2016		Three Months Ended September 30, 2015
Net Income	$	1	$	429
Other Comprehensive Income
Unrealized gains  (losses) on securities during  the period		(275)		326
Less: reclassification adjustment for losses  included in net income		-		-
Other Comprehensive Income (Loss), before tax		(275)		326
Income tax (expense) benefit related to other            comprehensive income		94		(111)
Other Comprehensive Income (loss)		(181)		215
Comprehensive Income (loss)	$	(180)	$	644

See accompanying Notes to Consolidated Financial Statements

6

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	Nine Months Ended		Nine Months Ended
	September 30, 2016		September 30, 2015
CASH FLOWS FROM OPERATING  ACTIVITIES:
Net income (loss)	$	(143)	$	2,143
Adjustments to reconcile net income to net cash provided by                 operating activities
Provision for loan losses		1,486		697
Depreciation and amortization		721		749
Net realized (gains) losses on available for sale securities		(47)		(16)
Net amortization on securities		683		798
(Increase) decrease in interest receivable		(184)		(75)
Valuation adjustment of other real estate owned		719		(155)
Valuation adjustment of deferred tax assets		-		(1,000)
Origination of loans held for sale		(9,094)		-
Proceeds from loans held for sale		6,334		-
Decrease (increase) in other assets		911		188
Increase (decrease) in interest, taxes and other liabilities	$	338	$	552
Net cash provided by operating activities	$	1,724	$	3,881
CASH FLOWS FROM INVESTING ACTIVITIES:
Securities available for sale:
Proceeds from sale of securities	$	21,284	$	1,025
Proceeds from maturities of debt and equity securities		13,842		13,992
Purchase of securities		(51,437)		(15,875)
(Purchases) sales of other investments		(44)		168
Net (increase) decrease in loans		18,336		(19,635)
Proceeds from sales of other real estate owned		2,666		2,705
Premises and equipment expenditures	$	(282)	$	(1,092)
Net cash provided by (used in) investing activities	$	4,365	$	(18,712)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock	$	1,110	$	-
Issuance of Preferred Stock		-		-
Net decrease in time deposits		(10,056)		(9,645)
Net increase (decrease) in demand, savings and other deposits		3,208		17,517
Increase in short-term borrowings		7,499		-
Decrease in long-term debt		(7,538)		(38)
Net cash  provided by  (used in) financing activities	$	(5,777)	$	7,834
Net  increase (decrease) in cash and cash equivalents		312		(6,997)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	$	46,891	$	55,810
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	47,203	$	48,813
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	3,128	$	3,458
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Transfer of loans to other real estate owned	$	1,519	$	3,645
Loans originated from sales of other real estate owned	$	105	$	130

See accompanying Notes to Consolidated Financial Statements

7

Consolidated Statements of Changes in Stockholders' Equity

(Amounts in thousands)

(Unaudited)

Three Months Ended September 30													Accumulated
									Additional				Other		Total
	Common Stock				Preferred Stock				Paid In		Retained		Comprehensive		Stockholders'
	Shares		Par Value		Shares		Par Value		Capital		Earnings		Income (Loss)		Equity
Balance, June 30, 2015		7,851	$	4,907		2,092	$	4,184	$	17,947	$	27,150	$	(86)	$	54,102
Net income		-		-						-		429		-		429
Other comprehensive income		-		-						-		-		215		215
Balance September 30, 2015		7,851	$	4,907		2,092	$	4,184	$	17,947	$	27,579	$	129	$	54,746
Balance, June 30, 2016		8,113	$	5,070		2,092	$	4,184	$	18,891	$	26,626	$	805	$	55,576
Net income		-		-						-		1		-		1
Grant of Restricted Stock		86		54						(54)						-
Other comprehensive income (loss)		-		-						-		-		(181)		(181)
Balance, September 30, 2016		8,199	$	5,124		2,092	$	4,184	$	18,837	$	26,627	$	624	$	54,396

8

Consolidated Statements of Changes in Stockholders' Equity

(Amounts in thousands)

(Unaudited)

Nine Months Ended September 30													Accumulated
									Additional				Other			Total
	Common Stock				Preferred Stock				Paid-in		Retained		Comprehensive			Stockholders'
	Shares		Par Value		Shares		Par Value		Capital		Earnings		Income (Loss)			Equity
Balance, December 31, 2014		7,851	$	4,907		2,092	$	4,184	$	18,180	$	25,436	$	95		$	52,802
Net income		-		-						-		2,143		-			2,143
Additional Paid In Capital										(233)		-		-			(233)
Other comprehensive income		-		-						-		-		34			34
Balance, September 30, 2015		7,851	$	4,907		2,092	$	4,184	$	17,947	$	27,579	$	129		$	54,746
Balance, December 31, 2015		7,851	$	4,907		2,092	$	4,184	$	17,944	$	26,773	$	(248)	)	$	53,560
Net income		-		-						-		(143)		-			(143)
Common Stock Issuance		262		163		-		-		947		-		-			1,110
Grant of Restricted Stock		86		54						(54)							-
Other comprehensive income (loss)		-		-						-		-		872			872
Balance, September 30, 2016		8,199	$	5,124		2,092	$	4,184	$	18,837	$	26,627	$	624		$	54,396

See accompanying Notes to Consolidated Financial Statements

9

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Note 1General

The consolidated financial statements of Highlands Bankshares, Inc. (the "Company") conform to United States generally accepted accounting principles and to banking industry practices. The accompanying consolidated interim financial statements are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements have been included. All such adjustments are of a normal and recurring nature. The consolidated balance sheet as of December 31, 2015 has been extracted from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (the "2015 Form 10-K"). The notes included herein should be read in conjunction with the notes to consolidated financial statements included in the 2015 Form 10-K. The results of operations for the three-month and nine-month periods ended September 30, 2016, are not necessarily indicative of the results to be expected for the full year.

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.

Note 2Loans and Allowance for Loan Losses  (amounts in thousands)

The composition of net loans is as follows:

	September 30, 2016		December 31, 2015
Real Estate Secured:
Residential 1-4 family	$	190,603	$	194,287
Multifamily		22,719		23,895
Construction and Land Loans		16,994		19,163
Commercial, Owner Occupied		69,407		73,031
Commercial, Non-owner occupied		32,078		38,025
Second mortgages		7,226		8,169
Equity lines of credit		6,795		6,000
Farmland		12,498		11,283
	$	358,320	$	373,853
Secured (other) and unsecured
Personal		18.096		20,775
Commercial		31,276		35,144
Agricultural		3,004		2,959
	$	52,376	$	58,878
Overdrafts		135		139
	$	410,831	$	432,870
Less:
Allowance for loan losses		5,004		5,654
Net deferred fees		738		787
		5,742		6,441
Loans, net	$	405,089	$	426,429

10

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

The following table is an analysis of past due loans as of September 30, 2016

	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing
Real Estate Secured
Residential 1-4 family	$	1,563	$	818	$	1,124	$	3,505	$	187,098	$	190,603	$	-
Equity lines of credit		50		26		-		76		6,719		6,795		-
Multifamily		-		-		-		-		22,719		22,719		-
Farmland		420		3		-		423		12,075		12,498		-
Construction, Land Development, Other Land Loans		22		-		-		22		16,972		16,994		-
Commercial Real Estate- Owner Occupied		151		-		3,927		4,078		65,329		69,407		-
Commercial Real Estate- Non Owner Occupied		-		-		-		-		32,078		32,078		-
Second Mortgages		1		-		30		31		7,195		7,226		-
Non Real Estate Secured
Personal		139		42		30		211		18,020		18,231		-
Commercial		64		30		441		535		30,741		31,276		-
Agricultural		-		-		-				3,004		3,004		-
Total	$	2,410	$	919	$	5,552	$	8,881	$	401,950	$	410,831	$	-

11

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

The following table is an analysis of past due loans as of December 31, 2015:

	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days		Total Past Due		Current		Total Financing Receivables		Recorded Investment > 90 Days and Accruing
Real Estate Secured
Residential 1-4 family	$	4,193	$	1,580	$	2,545	$	8,318	$	185,969	$	194,287	$	-
Equity lines of credit		24		-		17		41		5,959		6,000		-
Multifamily		-		-		-		-		23,895		23,895		-
Farmland		56		7		303		366		10,917		11,283		-
Construction,  Land Development, Other Land Loans		49		61		37		147		19,016		19,163		-
Commercial Real Estate- Owner Occupied		514		485		5,014		6,013		67,018		73,031		-
Commercial Real Estate- Non Owner Occupied		-		-		-		-		38,025		38,025		-
Second Mortgages		88		37		5		130		8,039		8,169		-
Non Real Estate Secured
Personal		264		141		163		568		20,346		20,914		-
Commercial		590		217		366		1,173		33,971		35,144		-
Agricultural		45		-		-		45		2,914		2,959		-
Total	$	5,823	$	2,528	$	8,450	$	16,801	$	416,069	$	432,870	$	-

12

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Loans are considered delinquent when payments have not been made according to the terms of the contract. The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection.  Additionally, in certain instances, loans that have been restructured or modified may also be classified as non-accrual per regulatory guidance until a satisfactory payment history has been established. Credit card loans and other personal loans are typically charged off no later than 180 days past due.   In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful.

The following is a summary of non-accrual loans at September 30, 2016 and December 31, 2015:

 

	September 30, 2016		December 31, 2015
Real Estate Secured
Residential 1-4 Family	$	1,124	$	2,675
Multifamily		-		-
Construction and Land Loans		-		71
Commercial-Owner Occupied		3,927		5,856
Commercial- Non Owner Occupied		-		-
Second Mortgages		30		5
Equity Lines of Credit		-		17
Farmland		-		303
Secured (other) and Unsecured
Personal		30		163
Commercial		441		366
Agricultural		-		-
Total	$	5,552	$	9,456

The following is a summary of residential real estate currently in the process of foreclosure as well as foreclosed residential real estate as of September 30, 2016.

	Number		Balance
Residential real estate in the process of foreclosure		1	$	48
Foreclosed residential real estate		10	$	641

13

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

The following tables represent a summary of credit quality indicators of the Company's loan portfolio at September 30, 2016 and December 31, 2015.  The grades are assigned and/or modified by the Company's credit review and credit analysis departments based on the creditworthiness of the borrower and the overall strength of the loan.

Credit Risk Profile by Internally Assigned Grade as of September 30, 2016

Grade (1)	Residential 1-4 Family		Multifamily		Farmland		Construction, Land Loans		Commercial Real Estate- Owner Occupied		Commercial Real Estate Non-Owner Occupied
Quality		27,420		-		-		2,813		2,392		289
Satisfactory		109,847		19,528		8,087		5,984		37,466		14,902
Acceptable		44,232		1,436		3,529		6,308		21,696		6,672
Special Mention		4,433		763		-		77		3,669		6,307
Substandard		4,671		992		882		1,812		4,184		3,908
Doubtful		-		-		-		-		-		-
Total	$	190,603	$	22,719	$	12,498	$	16,994	$	69,407	$	32,078

Credit Risk Profile by Internally Assigned Grade as of December 31, 2015

Grade (1)	Residential 1-4 Family		Multifamily		Farmland		Construction, Land Loans		Commercial Real Estate- Owner Occupied		Commercial Real Estate Non-Owner Occupied
Quality		25,939		-		25		3,036		2,870		1,481
Satisfactory		109,993		20,271		6,323		7,406		38,926		19,979
Acceptable		46,639		1,811		3,922		6,420		21,671		12,157
Special Mention		3,133		792		195		397		2,552		2,523
Substandard		8,583		1,021		818		1,904		7,012		1,885
Doubtful		-		-		-		-		-		-
Total	$	194,287	$	23,895	$	11,283	$	19,163	$	73,031	$	38,025

(1)  Quality--This grade is reserved for the Bank's top quality loans. These loans have excellent sources of repayment, with no significant identifiable risk of collection.  Generally, loans assigned this rating will demonstrate the following characteristics:

· Conformity in all respects with Bank policy, guidelines, underwriting standards, and Federal and State regulations (no exceptions of any kind).

· Documented historical cash flow that meets or exceeds required minimum Bank guidelines, or that can be supplemented with verifiable cash flow from other sources.

· Adequate secondary sources to liquidate the debt, including combinations of liquidity, liquidation of collateral, or liquidation value to the net worth of the borrower or guarantor.

For existing loans, all of the requirements above apply plus all payments have been made as agreed, current financial information on all borrowers and guarantors has been obtained and analyzed, and overall business operating trends are either stable or improving.

Satisfactory-This grade is given to performing loans. These loans have adequate sources of repayment, with little identifiable risk of collection. Loans assigned this rating will demonstrate the following characteristics:

·    General conformity to the Bank's policy requirements, product guidelines and underwriting standards.  Any exceptions that are identified during the

14

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

· underwriting and approval process have been adequately mitigated by other factors.

· Documented historical cash flow that meets or exceeds required minimum Bank guidelines, or that can be supplemented with verifiable cash flow from other sources.  

· Adequate secondary sources to liquidate the debt, including combinations of liquidity, liquidation of collateral, or liquidation value to the net worth of the borrower or guarantor.

For existing loans, all of the requirements outlined above will apply, plus all payments have been made as agreed, current financial information on all borrowers and guarantors has been obtained and analyzed, and overall business operating trends are stable with any declines considered minor and temporary.

Acceptable-This grade is given to loans that show signs of weakness in either adequate sources of repayment or collateral, but have demonstrated mitigating factors that minimize the risk of delinquency or loss.  Loans assigned this rating may demonstrate some or all of the following characteristics:

· Additional exceptions to the Bank's policy requirements, product guidelines or underwriting standards that present a higher degree of risk to the Bank.  Although the combination and/or severity of identified exceptions is greater, all exceptions have been properly mitigated by other factors.

· Unproved, insufficient or marginal primary sources of repayment that appear sufficient to service the debt at this time.  Repayment weaknesses may be due to minor operational issues, financial trends, or reliance on projected (not historic) performance.

· Marginal or unproven secondary sources to liquidate the debt, including combinations of liquidation of collateral and liquidation value to the net worth of the borrower or guarantor.

For existing loans, payments have generally been made as agreed with only minor and isolated delinquencies.

Special Mention -This grade is given to Watch List loans that include the following characteristics:

· Loans with underwriting guideline tolerances and/or exceptions with no identifiable mitigating factors.

· Extending loans that are currently performing satisfactorily but with potential weaknesses that may, if not corrected, weaken the asset or inadequately protect the Bank's position at some future date. Potential weaknesses are the result of deviations from prudent lending practices.

· Loans where adverse economic conditions that develop subsequent to the loan origination do not jeopardize liquidation of the debt, but do substantially increase the level of risk may also warrant this rating.

Substandard-Loans in this category are characterized by deterioration in quality exhibited by any number of well-defined weaknesses requiring corrective action. A substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt; they are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

The weaknesses may include, but are not limited to:

· High debt to worth ratios and or declining or negative earnings trends

· Declining or inadequate liquidity

· Improper loan structure  or questionable repayment sources

· Lack of well-defined secondary repayment source, and

· Unfavorable competitive comparisons.

15

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Such loans are no longer considered to be adequately protected due to the borrower's declining net worth, lack of earnings capacity, declining collateral margins and/or unperfected collateral positions. A possibility of loss of a portion of the loan balance cannot be ruled out. The repayment ability of the borrower is marginal or weak and the loan may have exhibited excessive overdue status or extensions and/or renewals.

Doubtful -Loans classified Doubtful have all the weaknesses inherent in loans classified Substandard, plus 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. The ability of the borrower to service the debt is extremely weak, overdue status is constant, the debt has been placed on non-accrual status, and no definite repayment schedule exists.

However, these loans are not yet rated as loss because certain events may occur which would salvage the debt. Among these events are:

· Injection of capital

· Alternative financing

· Liquidation of assets or the pledging of additional collateral.

The following categories of loans are primarily evaluated according to whether or not they are performing or non-performing. Management considers loans 90 days or more past due to be non-performing.

Credit Risk Profile based on payment activity as of September 30, 2016

	Consumer - Non Real Estate		Equity Line of Credit / Second Mortgages		Commercial - Non Real Estate		Agricultural - Non Real Estate
Performing	$	18,201	$	13,884	$	30,300	$	3,004
Nonperforming (>90 days past due)		30		30		441		-
Total	$	18,231	$	13,914	$	30,741	$	3,004

Credit Risk Profile based on payment activity as of December 31, 2015

	Consumer - Non Real Estate		Equity Line of Credit /Jr. liens		Commercial - Non Real Estate		Agricultural - Non Real Estate
Performing	$	20,751	$	14,147	$	34,778	$	2,959
Nonperforming (>90 days past due)		163		22		366		-
Total	$	20,914	$	14,169	$	35,144	$	2,959

16

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

The following tables reflect the Bank's impaired loans at September 30, 2016:

September 30, 2016	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With No Related Allowance
Real Estate Secured
Residential 1-4 family	$	4,674	$	4,674	$	-	$	5,876	$	155
Equity lines of credit		15		15		-		33		1
Multifamily		992		992		-		1,007		39
Farmland		690		690		-		753		25
Construction, Land Development, Other Land Loans		1,447		1,447		-		1,497		66
Commercial Real Estate- Owner Occupied		3,708		3,708		-		4,639		169
Commercial Real Estate- Non Owner Occupied		1,887		1,887		-		944		12
Second Mortgages		89		89		-		244		4
Non Real Estate Secured
Personal /Consumer		30		30		-		49		1
Commercial		114		114		-		215		3
Agricultural		-		-		-		-		-
Total	$	13,646	$	13,646	$	-	$	15,257	$	475

September 30, 2016	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With an Allowance Recorded
Real Estate Secured
Residential 1-4 family	$	600	$	600	$	176	$	1,223	$	19
Equity lines of credit		-		-		-		-		-
Multifamily		-		-		-		-		-
Farmland		193		193		17		97		8
Construction, Land Development, Other Land Loans		366		366		19		406		17
Commercial Real Estate- Owner Occupied		1,139		2,139		558		1,629		-
Commercial Real Estate- Non Owner Occupied		2,020		2,020		324		1,953		22
Second Mortgages		212		212		55		115		7
Non Real Estate Secured
Personal /Consumer		59		59		33		87		2
Commercial		618		618		377		644		8
Agricultural		-		-		-		-		-
Total	$	5,207	$	6,207	$	1,559	$	6,154	$	83

17

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

The following tables reflect the Bank's impaired loans at December 31, 2015:

December 31, 2015	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no Related Allowance
Real Estate Secured
Residential 1-4 family	$	7,078	$	7,078	$	-	$	7,533	$	247
Equity lines of credit		51		51		-		38		2
Multifamily		1,021		1,021		-		1,137		60
Farmland		816		816		-		829		38
Construction, Land Development, Other Land Loans		1,547		1,547		-		1,643		92
Commercial Real Estate- Owner Occupied		5,569		5,569		-		7,379		132
Commercial Real Estate- Non Owner Occupied		-		-		-		-		-
Second Mortgages		398		398		-		508		14
Non Real Estate Secured
Personal		68		68		-		61		4
Commercial		315		315		-		338		13
Agricultural		-		-		-		-		-
Total	$	16,863	$	16,863	$	-	$	19,466	$	602

December 31, 2015	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With an Allowance Recorded
Real Estate Secured
Residential 1-4 family	$	1,846	$	1,846	$	249	$	2,497	$	93
Equity lines of credit		-		-		-		-		-
Multifamily		-		-		-		-		-
Farmland		-		-		-		-		-
Construction, Land Development, Other Land Loans		446		446		32		406		25
Commercial Real Estate- Owner Occupied		2,119		2,119		799		1,761		9
Commercial Real Estate- Non Owner Occupied		1,885		1,885		290		1,901		56
Second Mortgages		18		18		10		9		1
Non Real Estate Secured
Personal		114		114		45		184		4
Commercial		670		670		512		736		28
Agricultural		-		-		-		4		-
Total	$	7,098	$	7,098	$	1,937	$	7,498	$	216

18

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

The following tables present the balance in the allowance for loan losses and the recorded investment in loans by loan category and is segregated by impairment

evaluation method as of September 30, 2016 and September 30, 2015.

Nine  months ended September 30, 2016	Residential 1-4 Family		Multifamily		Construction and Land Loans		Commercial R./E Owner Occupied		Commercial R/E Non-Owner Occupied		Second Mortgages		Equity Line of Credit		Farmland		Personal and Overdrafts		Commercial and Agricultural		Unallocated		Total
Allowance for Credit Losses:
Beginning Balance December 31,  2015	$	654	$	-	$	37	$	1,012	$	748	$	43	$	20	$	7	$	704	$	886	$	1,543	$	5,654
Provision for Credit Losses		(107)		-		(3)		1,583		(236)		16		5		10		921		(243)		(460))		1,486
Charge-offs		108		-		29		1,246		-		-		9		-		915		166		-		2,473
Recoveries		(3)		-		(14)		(7)		(8)		-		(2)		-		(176)		(127)		-		(337)
Net Charge-offs		105		-		15		1,239		(8)		-		7		-		739		39		-		2,136
Ending Balance  September 30, 2015		442		-		19		1,356		520		59		18		17		886		604		1,083		5,004
Ending Balance: Individually evaluated for impairment		176		-		19		558		324		55		-		17		33		377		-		1,559
Ending Balance:  Collectively Evaluated for Impairment		266		-		-		798		196		4		18		-		853		227		1,083		3,445
Loans:
Ending Balance: Individually Evaluated for Impairment		5,274		992		1,813		4,847		3,907		301		15		883		89		732		-		18,853
Ending Balance: Collectively Evaluated for Impairment		185,329		21,727		15,181		64,560		28,171		6,925		6,780		11,615		18,142		33,548		-		391,978
Ending Balance: September 30, 2016	$	190,603	$	22,719	$	16,994	$	69,407	$	32,078	$	7,226	$	6,795	$	12,498	$	18,231	$	34,280		-	$	410,831

19

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Nine  months ended September 30, 2015	Residential 1-4 Family			Multifamily			Construction and Land Loans			Commercial R./E Owner Occupied			Commercial R/E Non-Owner Occupied			Second Mortgages		Equity Line of Credit			Farmland			Personal and Overdrafts			Commercial and Agricultural			Unallocated		Total
Allowance for Credit Losses:
Beginning Balance December 31,  2014	$	995		$	20		$	87		$	409		$	1,063		$	67	$	74		$	12		$	665		$	982		$	1,103	$	5,477
Provision for Credit Losses		(159	)		(20	)		(70	)		(164	)		(259	)		9		(90	)		(4	)		649			130			675		697
Charge-offs		105			-			-			12			407			3		-			-			634			205			-		1,366
Recoveries		(1	)		-			(34	)		(6	)		(376	)		-		(41	)		(2	)		(59	)		(7	)		-	��	(526	)
Net Charge-offs		104			-			(34	)		6			31			3		(41	)		(2	)		575			198			-		841
Ending Balance  September 30, 2015		732			-			51			239			773			73		25			10			739			914			1,777		5,333
Ending Balance: Individually evaluated for impairment		405			-			31			-			300			29		-			-			69			525			-		1,359
Ending Balance:  Collectively Evaluated for Impairment		327			-			20			239			473			44		25			10			670			389			1,777		3,974
Loans:
Ending Balance: Individually Evaluated for Impairment		9,186			1,123			2,002			7,672			1,895			254		50			826			177			1,034			-		24,219
Ending Balance: Collectively Evaluated for Impairment		185,226			22,877			15,834			61,718			31,899			7,757		6,053			10,696			20,971			35,659			-		398,690
Ending Balance: September 30, 2015	$	194,412		$	24,000		$	17,836		$	69,390		$	33,794		$	8,011	$	6,103		$	11,522		$	21,148		$	36,693			-	$	422,909

20

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

A loan is considered impaired and an allowance for loan losses is established on loans for which it is probable that the full collection of principal and interest is in doubt. Once a loan is identified as individually impaired, management measures impairment using one of several methods, including collateral value based on recent appraisal and /or tax assessment value, liquidation value and/or 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 September 30, 2016 and December 31, 2015, all of the total impaired loans were evaluated based on the fair value of the collateral. On a quarterly basis, the ALLL methodology begins with the determination of individually impaired loans. All loans that are rated "7" (Doubtful) are assessed as impaired based on the expectation that the full collection of principal and interest is in doubt. All loans that are rated "6" (Substandard) or are expected to be downgraded to "6", require additional analysis to determine whether they may be impaired. All loans that are rated "5" (Special Mention) are presumed not to be impaired. However, "5" rated loans with the following characteristics warrant further analysis before completing an assessment of impairment:

• A loan is 60 days or more delinquent on scheduled principal or interest;

• A loan is presently in an unapproved over advanced position;

• A loan is newly modified; or

• A loan is expected to be modified.

The Company's credit administration personnel and senior financial officers are responsible for tracking, coding, and monitoring loans that become Troubled Debt Restructurings ("TDRs"). Concessions are made to existing borrowers in the form of modified interest rates and / or payment terms. The loans are segregated for regulatory and external reporting. Each specific TDR is reviewed to determine if the accrual of interest should be discontinued and also reviewed for impairment. The Company's senior credit administration officer performs this analysis on a quarterly basis in addition to determining any other loans that are impaired within the loan portfolio. The Company had a total of $12,420and $12,060 of loans categorized as troubled debt restructurings as of September 30, 2016 and December 31, 2015, respectively. Interest is accrued on TDRs if the loan is otherwise not impaired and the full collection of principal and interest under the modified terms is still deemed probable.

In the determination of the allowance for loan losses, management considers troubled debt restructurings and subsequent defaults in these restructurings by adjusting the loan grades of such loans. Defaults resulting in charge-offs affect the historical loss experience ratios which are a component of the allowance calculation. Additionally, specific reserves may be established on restructured loans evaluated individually.

The following tables summarize the troubled debt restructurings during the nine months ended September 30, 2016 and 2015.

21

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Troubled Debt Restructurings –Nine months ended September 30, 2016 Interest only	Number of Contracts	Pre- Modification  Outstanding Recorded Investment	Post - Modification Recorded Investment
Real Estate Secured
Residential 1-4 family	1	180	180
Equity lines of credit
Multifamily
Farmland	1	57	57
Construction, Land Development, Other Land Loans
Commercial Real Estate-  Owner Occupied	3	2,400	2,400
Commercial Real Estate-  Non Owner Occupied	1	1,887	1,887
Second Mortgages	1	64	64
Non Real Estate Secured
Personal / Consumer
Commercial
Agricultural
Total	7	4,588	4,588

Troubled Debt Restructurings Below Market Rate	Number of Contracts	Pre- Modification  Outstanding Recorded Investment	Post - Modification Recorded Investment
Real Estate Secured
Residential 1-4 family	1	848	848
Equity lines of credit
Multifamily
Farmland
Construction, Land Development, Other Land Loans
Commercial Real Estate-  Owner Occupied	1	1,516	1,516
Commercial Real Estate-  Non Owner Occupied
Second Mortgages
Non Real Estate Secured
Personal / Consumer
Commercial
Agricultural
Total	2	2,364	2,364

22

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Troubled Debt Restructurings Loan term extension	Number of Contracts	Pre- Modification  Outstanding Recorded Investment	Post - Modification Recorded Investment
Real Estate Secured
Residential 1-4 family	2	192	192
Equity lines of credit
Multifamily
Farmland	1	50	50
Construction, Land Development, Other Land Loans
Commercial Real Estate-  Owner Occupied
Commercial Real Estate-  Non Owner Occupied
Second Mortgages
Non Real Estate Secured
Personal / Consumer
Business Commercial
Agricultural
Total	3	242	242
Troubled Debt Restructurings All	Number of Contracts	Pre- Modification  Outstanding Recorded Investment	Post - Modification Recorded Investment
Total Restructurings	12	7,194	7,194

Troubled Debt Restructurings That subsequently defaulted	Number of Contracts	Pre- Modification  Outstanding Recorded Investment	Post - Modification Recorded Investment
Real Estate Secured
Residential 1-4 family
Equity lines of credit
Multifamily
Farmland
Construction, Land Development, Other Land Loans
Commercial Real Estate-  Owner Occupied
Commercial Real Estate-  Non Owner Occupied
Second Mortgages
Non Real Estate Secured
Personal / Consumer
Commercial
Agricultural
Total	-	-	-

23

Notes to Consolidated Financial Statements

(Unaudited) 

(in thousands, except share, per share and percentage data)

Troubled Debt Restructurings –Nine months ended September 30, 2015 Interest only	Number of Contracts	Pre- Modification  Outstanding Recorded Investment	Post - Modification Recorded Investment
Real Estate Secured
Residential 1-4 family	1	188	188
Equity lines of credit
Multifamily
Farmland
Construction, Land Development, Other Land Loans
Commercial Real Estate-  Owner Occupied	2	2,203	2,203
Commercial Real Estate-  Non Owner Occupied
Second Mortgages	1	68	68
Non Real Estate Secured
Personal / Consumer
Commercial
Agricultural
Total	4	2,459	2,459

Troubled Debt Restructurings Below Market Rate	Number of Contracts	Pre- Modification  Outstanding Recorded Investment	Post - Modification Recorded Investment
Real Estate Secured
Residential 1-4 family	1	863	863
Equity lines of credit
Multifamily
Farmland
Construction, Land Development, Other Land Loans
Commercial Real Estate-  Owner Occupied	1	1,547	1,547
Commercial Real Estate-  Non Owner Occupied
Second Mortgages
Non Real Estate Secured
Personal / Consumer
Commercial
Agricultural
Total	2	2,410	2,410

24

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Troubled Debt Restructurings Loan term extension	Number of Contracts	Pre- Modification  Outstanding Recorded Investment	Post - Modification Recorded Investment
Real Estate Secured
Residential 1-4 family	1	131	131
Equity lines of credit
Multifamily
Farmland
Construction, Land Development, Other Land Loans	1	35	35
Commercial Real Estate-  Owner Occupied
Commercial Real Estate-  Non Owner Occupied
Second Mortgages
Non Real Estate Secured
Personal / Consumer
Business Commercial
Agricultural
Total	2	166	166
Troubled Debt Restructurings All	Number of Contracts	Pre- Modification  Outstanding Recorded Investment	Post - Modification Recorded Investment
Total Restructurings	8	5,035	5,035

Troubled Debt Restructurings That subsequently defaulted	Number of Contracts	Pre- Modification  Outstanding Recorded Investment	Post - Modification Recorded Investment
Real Estate Secured
Residential 1-4 family
Equity lines of credit
Multifamily
Farmland
Construction, Land Development, Other Land Loans
Commercial Real Estate-  Owner Occupied
Commercial Real Estate-  Non Owner Occupied
Second Mortgages
Non Real Estate Secured
Personal / Consumer
Commercial
Agricultural
Total	-	-	-

25

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

The loan review function performs various tasks that are utilized to discover weaknesses within the loan portfolio.  These include annual reviews on loan relationships that are greater than $500.  The relationship review includes a discussion on the collateral, repayment history, guarantor(s) financial position, and debt service coverage on an individual and global level.  These reviews are based primarily upon federal tax returns for cash flow determination, internally prepared interim statements and personal financial statements.  Debt service coverage (DSC) is calculated on each individual customer, or guarantor, as well as the aggregate or global DSC.  The DSC is discounted to determine a "stressed" DSC.  Collateral evaluation includes an inspection of the collateral file to determine if the Bank is indeed properly securitized.  Collateral is discounted, when appropriate, to determine a "stressed" loan to value (LTV) ratio.   In addition to annual loan relationship reviews, quarterly reviews on all loan relationships over $100 that are graded Substandard, Doubtful and Loss are also completed.  This quarterly review process is comprised of a shortened version of the full relationship review.  These quarterly reviews include a discussion on personal credit management, DSC and LTV.  In addition to these quarterly reviews of  non-pass watch list relationships, a semi-annual review is conducted on all Special Mention loan relationships that are on the watch list.  These reviews are prepared in the same manner as the quarterly non-pass relationship reviews.  The appropriateness of the risk rating of each relationship is assessed, with changes to the risk rating being made by the Senior Credit Review Officer, when deemed appropriate. Other measures taken to determine potential problem relationships include the monthly preparation of the watch list.  During that process, past due loan reports are reviewed, as well as any other information that might be presented by loan officers, regarding a particular loan relationship that is exhibiting stress.  To be considered as a watch list relationship, distinct characteristics must be exhibited.  These include, but are not limited to late payments greater than 60 days, a low DSC calculation, bankruptcy filings, casualty losses, or other issues that would cause a perceived increase in the risk of loss to the Bank. The final segment of the loan review process involves special reviews.  These reviews target specific segments of the loan portfolio, i.e. credit cards, equity lines, consumer loans, construction loans, and other specific segments of the loan portfolio that management wishes to have reviewed.  However, currently, the primary emphasis of the loan review function is loan relationship review work, and watch list management.

The segments of the Company's loan portfolio are disaggregated to a level that allows management to monitor risk and performance. In reviewing risk, management has determined there to be several different risk categories within the loan portfolio. The allowance for loan losses consists of amounts applicable to: (i) the commercial loan portfolio; (ii) the commercial real estate loan portfolio; (iii) the construction loan portfolio; (iv) the consumer loan portfolio; and, (v) the residential loan portfolio. The commercial real estate ("CRE") loan segment is further disaggregated into two classes. Non-owner occupied CRE loans, which include loans secured by non-owner occupied nonfarm nonresidential properties, generally have a greater risk profile than all other CRE loans, which include multifamily structures and owner-occupied commercial structures. The construction loan segment is further disaggregated into two classes. One-to-four family residential construction loans are generally made to individuals for the acquisition of and/or construction on a lot or lots on which a residential dwelling is to be built. Commercial construction loans are generally made to developers or investors for the purpose of acquiring, developing and constructing residential or commercial structures. Construction lending is generally considered to involve a higher degree of credit risk than long-term permanent financing.

The following describes the Company's basic methodology for computing its ALLL.

On a quarterly basis, the ALLL methodology begins with the identification of loans subject to ASC 310.  All loans that are rated "7" (Doubtful) are assessed as impaired based on the expectation that the full collection of principal and interest is in doubt. All loans that are rated "6" (Substandard) or are expected to be downgraded to "6", require additional analysis to determine whether they may be impaired under ASC 310. All loans that are rated "5" (Special Mention) are presumed not to be impaired. However, "5" rated loans, together with any Troubled Debt Restructured (TDR) loan, may warrant further analysis before completing an assessment of impairment.

For ASC 310 loans that are individually evaluated and found to be impaired (primarily those designated as Substandard and Doubtful), the associated ALLL will be based upon one of the three impairment measurement methods specified within ASC 310:

(1) Present value of expected future cash flows discounted at the loan's effective interest rate;

(2) Loan's observable market price; or

(3) Fair value of the collateral.

26

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

To determine the amount of loan loss exposure for the impaired ASC 310 loans, the value of collateral for secured loans is evaluated to determine the current value and potential exposure.  The collateral value is adjusted for its age and condition, and, for real estate, adjusted for condition, location, and age of the most current appraisal.  If the adjusted value of the collateral is less than the current principal balance, the difference is designated as direct exposure for loan loss calculations.  The total balance of unsecured loans is considered as direct exposure.

ASC 450 Loan Loss:

For all other loans, including individual loans determined not to be impaired under ASC 310, the associated ALLL is calculated in accordance with ASC 450 that provides for estimated credit losses likely to be realized on groups of loans with similar risk characteristics. The Company uses standard call report categories to segregate loans into groups with similar risk characteristics. Estimated credit losses reflect significant factors that affect the collectability of the portfolio as of the evaluation date. Key factors that influence risk within the Company's loan portfolio are divided into three major categories:

(1) Historical Loss Factor: To calculate the anticipated loan loss in each call report category for ASC 450 loans, the Company begins with the net loss in each category for each of the last twelve quarters. The Company uses a rolling twelve quarter weighted historical loss average where the most recent quarters are weighted heavier than the earlier quarters so that the calculation reflects current risk trends within the portfolio.  The weighting used by the Company is similar to the Rule of 78's with the net losses of the most recent quarter weighted at 12/78ths and those in the first quarter in the twelve quarter period weighted at 1/78^th.   Therefore, the net losses of the most recent year represent approximately 54% of the calculation compared with 33% if a simple average of losses over the three-year period was used.  The total of weighted factors for each call report category is applied to the current outstanding loan balance in each category to calculate expected loss based on historical data for a group of loans with similar risk characteristics.  The same weighting is applied to all loan types.

(2) External economic factors:  Economic conditions have a significant impact on Company's loan portfolio because deteriorating conditions can adversely impact both collateral values and the customer's ability to service debt.  Management has selected the following external factors as indicators of economic conditions:

a. National GDP Growth Rate

b. Local Unemployment Rates

c. The Prime Rate

The values for external factors are updated on a quarterly basis based on current economic data.

(3) Internal process factors:  Internal factors that influence loss rates as a result of risk management and control practices include the following:

d. Past-Due Loans

e. Non-Accrual Loans

f. CRE Concentrations

g. Loan Volume Level

h. Level and Trend of Classified Loans

  The values for internal factors are updated on a quarterly basis based on current portfolio metrics.

Once the quarterly ALLL is computed, the calculations are reviewed by the Company's credit administration committee which is comprised of the CEO, CFO, and Senior Lending Officers, including Credit Review personnel.  The Company's controller also performs a detailed review of the computations, estimates, etc. included in the ALLL calculation. The ALLL is then reviewed and approved by the Board of Directors.

27

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Loans Held for Sale

The Company's mortgage division, Highlands Home Mortgage, originates certain single family, residential first mortgage loans for sale on a presold basis. Loan sale activity is summarized below. This division began operations in the second quarter of 2016. Loans are typically sold to one of the various investors within 20 days of closing. Management feels the carrying amounts approximate the fair values of loans held for sale.

Nine-months ended September 30	2016		2015
Loans held for sale at end of period	$	2,760	$	-
Proceeds from sales of mortgage loans originated for sale		6,334
Gain on sales of mortgage loans originated for sale	$	361		-

Note 3  -  Income Taxes

Income tax expense (benefit) for the nine months ended September 30 is different than the amount computed by applying the statutory corporate federal income tax rate of 34% to income before taxes.  The reasons for these differences are as follows:

	2016			2015
Tax expense (benefit) at statutory rate	$	(161	)	$	475
Reduction in taxes from:
Tax-exempt interest		(84	)		(95	)
Valuation adjustment for deferred tax assets		-			(1,000	)
Other, net		(85	)		(126	)
Income tax benefit	$	(330	)	$	(746	)

In the second quarter of 2015, the Company reversed the remaining balance of the valuation allowance that was established against the deferred tax assets ("DTA") during the fourth quarter of 2011. The valuation allowance was established during 2011 due to uncertainty at the time regarding the ability to generate sufficient future taxable income to fully realize the benefit of the net DTA. Subsequent to 2011, earnings performance and asset quality have improved resulting in greater expected realization of the DTA. In addition, the Company raised $16,123 in net proceeds of new capital in 2014 which allowed the Company to payoff two high rate debt instruments (the Company's Community Bankers Bank note and Trust Preferred Securities) improving future earnings potential.  As a result of these factors, the Company reversed $1,000 of the DTA in the second quarter of 2014, and due to the continued improvements in asset quality and earnings performance the remaining $1,000 of the DTA valuation allowance was reversed in the second quarter of 2015. In assessing the realizability of DTA, management considers whether it is more likely than not that some portion or all of the DTA will not be realized. The Company evaluates the carrying amount of its DTA on a quarterly basis in accordance with the guidance provided in FASB ASC Topic 740 ("ASC 740"), in particular, applying the criteria set forth therein to determine whether it is more likely than not (i.e., a likelihood of more than 50%) that some portion, or all, of the DTA will not be realized within its life cycle, based on the weight of available evidence. In most cases, the realization of the DTA is dependent upon the Company generating a sufficient level of taxable income in future periods, which can be difficult to predict.  If the Company's forecast of taxable income within the carry forward periods available under applicable law is not sufficient to cover the amount of net deferred assets, such assets may be impaired. Management considers the reversal of deferred tax liabilities (including the impact of available carry-back and carry-forward periods), projected future taxable income and tax-planning strategies in making this assessment.

28

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Note 4  - Capital Requirements

Regulators of the Company and its subsidiary, Highlands Union Bank (the "Bank"), have implemented risk-based capital guidelines which require compliance with certain minimum capital ratios as a percent of assets and other certain off-balance sheet items that are adjusted for predefined credit risk factors.  On July 7, 2013 the Federal Reserve Board approved Basel III Final Rules to begin implementation January 1, 2015. The desired overall objective of Basel III is to improve the banking sector's ability to absorb shocks arising from financial and economic stress.  The Final Rule includes a new Common Equity Tier 1 (CET1) minimum ratio and raises the Tier 1 Risk Weighted Assets ratio to 6% from 4%.  In addition, the new rules require a bank to maintain a capital conservation buffer of between 2 and 2 ½ % beginning in 2016.  Additionally, the new rules increase the risk weighting of various assets. The new rules will be phased in beginning in 2015 with complete compliance required by 2019.  Generally, the Basel III Final Rule will require banks to maintain higher levels of common equity and regulatory capital. On December 18, 2014, the President of the United States signed

into law Public Law 113-250 (the "Act"), which directs the Board of Governors of the Federal Reserve System (Board) to propose revisions to the Small Bank Holding Company Policy Statement (Policy Statement) to raise the total consolidated asset limit in the Policy Statement from $500 million to $1 billion. On February 5, 2015 the Company received notification from the Federal Reserve Bank that it would no longer be required to report holding company consolidated capital ratios. The following tables present the capital ratios for the Bank only.

September 30, 2016
Entity	Tier 1	Total Risk Based	Leverage	CET 1
Highlands Union Bank	11.85%	13.12%	7.60%	11.75%

December 31, 2015
Entity	Tier 1	Total Risk Based	Leverage	CET 1
Highlands Union Bank	11.28%	12.55%	7.33%	11.28%

Note 5.  Capital Issuances / Awards

On April 16, 2014, management and board of directors of Highlands Bankshares, Inc. announced the completion of a $16,525 private placement capital raise. Purchasers in the private placement included outside investors, as well as certain directors and executive officers of the Company. The Company sold 2,673,249 newly issued shares of the Company's common stock at $3.50 per share, and 2,048,179 shares of Series-A convertible perpetual preferred stock at $3.50 per share. The private placement was disclosed on Form 8-K on April 16, 2014. The Company immediately paid off a Holding Company Loan in the amount of $3,440 to Community Bankers Bank on April 16, 2014 with the funds received from the capital raise. The Company also paid off the remaining $3,150 of its trust preferred securities including accrued interest. The payoff totaling $4,802 was completed on July 15, 2014. The Company down-streamed to the subsidiary Bank in June 2014 $7,500 of funds received from the capital raise. During the third quarter of 2014, the Company also conducted a rights offering to its existing shareholders other than directors and executive officers. The Company raised a total of $556 as a result of the offering. The Company immediately down-streamed $400 of the $556 to the

Bank in September of 2014. In October 2014, one of the private placement purchasers, TNH Financial Fund, LP, purchased another $183 of common and preferred stock which allowed them to maintain the same ownership percentage that was held immediately prior to the rights offering. Net proceeds received from the private placement issues and rights offering totaled $16,123. In January of 2016, the Company's CEO, Timothy K. Schools purchased 235,294 shares of the Company's common stock at a price of $4.25 per share

29

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

in a private placement as disclosed on Form 4 on January 12, 2016.  In February 2016, two of the private placement purchasers participating in the capital raise in 2014, MFP Partners LP and Deerhill Pond Investment Partners, LP, each purchased another 12,744 shares of common stock at $4.25 per share which allowed them to maintain the same ownership percentage that was held immediately prior to Mr. Schools' purchase. The company down-streamed $1,150 to the Bank.

Effective September 6, 2016, the Company and Timothy K. Schools, the Company's President and Chief Executive Officer, executed an amendment to Mr. Schools' employment agreement. The amendment provides for the grant of 86,667 restricted shares of the Company's common stock.The Restricted Shares will vest 50% on the first anniversary of the Award Date and 50% on the second anniversary of the Award Date. The restricted shares will be expensed over the 2 year vesting period based on the grant date fair value of the shares.

Note 6 – Per Share Amounts

Earnings per common share is computed using the weighted average outstanding shares for the three months and nine months ended September 30, 2015 and 2016.  During 2014, the Company issued a total of 2,092,287 shares of Series A preferred stock (See Note 5). These preferred shares are non-voting mandatorily convertible non-cumulative preferred shares which are entitled to receive dividends equal to dividends paid on the Company's common shares. The Series A preferred shares will rank pari passu with the common stock with respect to all terms (other than voting), including, the payment of dividends or distributions, and payments and rights upon liquidation and dissolution. In the computation of diluted earnings per share for the nine months ended 2016, the 2,092,287 shares of preferred stock and the 86,667 restricted shares were not included, as the effect of their conversion would have been anti-dilutive. The following is a reconciliation of the numerators and the denominators of the basic and diluted earnings per common share computation:

For the three months ended September 30	2016		2015
Income available to common stockholders	$	1	$	429
Weighted average shares outstanding		8,113		7,851
Shares outstanding including assumed conversion		10,292		9,943
Basic earnings per common share	$	0.00	$	0.05
Fully diluted earnings per share (including convertible preferred shares outstanding and restricted stock)	$	0.00	$	0.04
For the nine months ended September 30		2016		2015
Income available to common stockholders	$	(143)	$	2,143
Weighted average shares outstanding		8,105		4,851
Shares outstanding including assumed conversion		8,105		9,943
Basic earnings per common share	$	(0.02)	$	0.27
Fully diluted earnings per share	$	(0.02)	$	0.22

30

Note 7 – Commitments and Contingencies

The Bank is a party to various financial instruments with off-balance sheet risk arising in the normal course of business to meet the financing needs of its customers. Those financial instruments include commitments to extend credit and standby letters of credit. At September 30, 2016, these commitments included: standby letters of credit of $273; equity lines of credit of $8,519; credit card lines of credit of $6,571 commercial real

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

estate, construction and land development commitments of $1,780; and other unused commitments to fund interest earning assets of $24,874.

Note  8 – Fair Value

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

Fair Value Hierarchy

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

Level 1	Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2	Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3	Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon third party models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Company's creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company's valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company's valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

31

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Recurring - Investment Securities Available for Sale

Securities classified as available for sale are reported at fair value utilizing Level 2. For Level 2 securities, the Company obtains fair value measurements from multiple independent third party sources. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the bond's terms and conditions, among other things.

The following tables summarize the Company's available for sale securities portfolio measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015, segregated by the level of the valuation inputs within the fair value hierarchy.

September 30, 2016
	Level 1			Level 2			Level 3			Total Fair Value
Available for Sale Securities
State and Political Subdivisions		$	-		$	12,679		$	-		$	12,679
Mortgage Backed Securities		$	-		$	75,012		$	-		$	75,012
SBA Pools		$	-		$	9,169		$	-		$	9,169
Total AFS Securities		$	-		$	96,860		$	-		$	96,860

December 31, 2015
	Level 1			Level 2			Level 3			Total Fair Value
Available for Sale Securities
State and Political Subdivisions		$	-		$	6,958		$	-		$	6,958
Mortgage Backed Securities		$	-		$	62,593		$	-		$	62,593
SBA Pools		$	-		$	10,309		$	-		$	10,309
Total AFS Securities		$	-		$	79,860		$	-		$	79,860

32

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Non Recurring - Loans

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. Once a loan is identified as individually impaired, management measures impairment using one of several methods, including recently appraised collateral value and /or tax assessed 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 September 30, 2016 and December 31, 2015, all of the total impaired loans were evaluated based on the fair value of the collateral.  The Company frequently obtains appraisals prepared by external professional appraisers and applies discounts ranging from 8% to 40% depending on type of property, condition, location, etc. The Company also, in certain instances, prepares internally generated valuations from on-site inspections, third-party valuation models or other information.

Non Recurring – Loans Held for Sale

Loans held for sale are carried at the lower of cost or market value. The fair value of loans held for sale is based on what secondary markets are currently offering for loans with similar characteristics. As such, the Company considers loans held for sale as nonrecurring Level 2.

Non Recurring -Foreclosed Assets / Repossessions

Foreclosed assets and repossessions are adjusted to fair value upon transfer of the loans to foreclosed assets and repossessions. Subsequently, foreclosed assets and repossessions are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices or recent appraised values of the collateral, which the Company considers to be nonrecurring Level 2.  When the current appraised value is not available and /or further discounted below the most recent appraised value less selling costs due to such things as absorption rates and market conditions, the Company classifies the foreclosed assets within Level 3 of the fair value hierarchy.

The following table summarizes the Company's assets at fair value on a non - recurring basis as of September 30, 2016 and December 31, 2015 segregated by the level of the valuation inputs within the fair value hierarchy. The tables disclose the recorded investment of impaired loans requiring a specific allowance.

September 30, 2016	Level 1		Level 2		Level 3		Total Fair Value
Impaired Loans	$	-	$	-	$	5,207	$	5,207
Loans held for sale	$	-	$	2,760	$	-	$	2,760
Repossessions/OREO, net	$	-	$	-	$	3,288	$	3,288

December 31, 2015	Level 1		Level 2		Level 3		Total Fair Value
Impaired Loans	$	-	$	-	$	7,098	$	7,098
Loans held for sale	$	-	$	-	$	-	$	-
Repossessions/OREO, net	$	-	$	-	$	5,724	$	5,724

33

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Company uses Level 3 inputs to determine fair value (dollars in thousands):

			Quantitative Information about Level 3 Fair Value Measurements
	September 30,		December 31,		Valuation	Unobservable	Range
	2016		2015		Techniques	Input (2)	(Weighted Average)
OREO,Repossessions	$	3,288	$	5,724	Appraisal of collateral (1)	Appraisal adjustments	0% to 45% (13%)
						Liquidation expenses	0% to 10% (9%)
Impaired loans	$	5,207	$	7,098	Fair value of collateral –real estate  (1), (3)	Appraisal adjustments	0% to 10% (9%)
					Fair value of collateral –equipment, inventory, other  (1), (3)	Appraisal adjustments	25% to 50% (33%)
						Liquidation expenses	0% to 10% (9%)

Valuation adjustments and liquidation cost adjustments represent unobservable inputs for OREO and impaired loans.  The ranges of discounts applied are based on age of independent appraisals, type and condition of collateral, current market conditions, and experience with the local market.

(1)  Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.

(2)  Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.  The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

(3)  Includes qualitative adjustments by management.

34

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

General

The Company has no liabilities carried at fair value or measured at fair value on a recurring or non-recurring basis.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices.  However, in many instances, there are no quoted market prices for the Company's various financial instruments.  In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement.  Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Cash and Cash Equivalents

The carrying amount reported in the balance sheets for cash, short-term investments and federal funds sold approximates fair value.

Securities Available for Sale

Fair values are determined in the manner as described above.

Other Investments

Other investments include Federal Home Loan Bank stock, Federal Reserve Bank stock, Community Bankers Bank stock, and Pacific Coast Bankers Bank.  The carrying value of those securities approximates fair value based on the redemption provisions of those Banks. Also included in other investments are certificates of deposit purchased from other FDIC insured banks in which the carrying amount approximates fair value.

Loans

The fair value of loans represent the amount at which the loans of the Bank could be exchanged on the open market, based upon the current lending rate for similar types of lending arrangements discounted over the remaining life of the loans. For fixed rate loans and for variable rate loans with infrequent re-pricing or re-pricing limits, fair value is based on discounted cash flows using current market rates applied to the cash flow analysis.

Deposits

The fair value of time deposits is based on discounted cash flows using current market rates applied to the cash flow analysis for each time deposit. Other non-maturity deposits are reported at their carrying values.

35

Other Short-Term Borrowings

Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. Estimated maturity dates are also included in the calculation of fair value for these borrowings.

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Long-term Debt and Capital Securities

Rates currently available to the Company for debt with similar terms and remaining maturities or established call prices are used to estimate fair value of existing debt.

Off-Balance Sheet Instruments

The amount of off-balance sheet commitments to extend credit, standby letters of credit, and financial guarantees, is considered equal to fair value.  Because of the uncertainty involved in attempting to assess the likelihood and timing of commitments being drawn upon, coupled with the lack of an established market and the wide diversity of fee structures, the Company does not believe it is meaningful to provide an estimate of fair value that differs from the given value of the commitment.

The carrying amounts and fair values of the Company's financial instruments at September 30, 2016 and December 31, 2015 were as follows:

	September 30, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	47,203	$	47,203	$	46,891	$	46,891
Securities available for  sale		96,860		96,860		79,860		79,860
Other investments		6,636		6,636		6,592		6,592
Loans held for sale		2,760		2,760		-		-
Loans, net		405,089		400,740		426,429		419,907
Deposits		(488,064)		(446,35)		(494,912)		(472,197)
Other short-term   borrowings		(27,551)		(28,354)		(20,052)		(21,970)
Long-term debt		(40,160)		(42,550)		(47,698)		(50,313)

36

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Note  9 -Investment Securities Available For Sale

The amortized cost and market value of securities available for sale are as follows:

	September 30, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
State and political subdivisions	$	12,525	$	158	$	4	$	12,679
Mortgage backed securities		74,254		816		58		75,012
SBA Pools		9,135		43		9		9,169
	$	95,914	$	1,017	$	71	$	96,860

	December 31, 2015
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
State and political subdivisions	$	6,834	$	124	$	-	$	6,958
Mortgage backed securities		62,911		160		478		62,593
SBA Pools		10,494		9		194		10,309
	$	80,239	$	293	$	672	$	79,860

Investment securities available for sale with a carrying value of $35,154 and $31,422 at September 30, 2016 and December 31, 2015, respectively, and a market value of $35,490 and $31,355 at September 30, 2016 and December 31, 2015, respectively, were pledged as collateral on public deposits, FHLB advances and for other purposes as required or permitted by law.

37

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

The following table presents the age of gross unrealized losses and fair value by investment category:

	September 30, 2016
	Less Than 12 months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
State and political subdivisions	$	1,326	$	4	$	-	$	-	$	1,326	$	4
Mortgage-backed securities		11,053		58		-		-		11,053		58
SBA Pools		1,706		9		-		-		1,706		9
Total	$	14,085	$	71	$	-	$	-	$	14,085	$	71

	December 31, 2015
	Less Than 12 months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
State and political subdivisions	$	-	$	-	$	-	$	-	$	-	$	-
Mortgage-backed securities		45,790		363		4,589		115		50,379		478
SBA Pools		157		3		9,110		191		9,267		194
Total	$	45,947	$	366	$	13,699	$	306	$	59,646	$	672

The Company assesses its securities for OTTI quarterly by reviewing credit ratings, financial and regulatory reports as well as other pertinent published financial data. As of September 30, 2016 and December 31, 2015, the Company's assessment revealed no impairment other than that deemed temporary on those securities.

The amortized cost and estimated fair value of securities available for sale at September 30, 2016 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Approximate Market Value
Due in one year or less	$	555	$	569
Due after one year through five years		2,262		2,298
Due after five years through ten years		3		3
Due after ten years		18,840		18,978
		21,660		21,848
Mortgage-backed securities		74,254		75,012
	$	95,914	$	98,860

38

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Note 10–Formal Written Agreement

On October 13, 2010, the Company and Bank entered into a written agreement ("Written Agreement") with the Federal Reserve Bank of Richmond (the "Reserve Bank").  Under the terms of the Written Agreement, the Bank has agreed to develop and submit to the Reserve Bank for approval within the time periods specified therein written plans or programs to:

· strengthen board oversight of the management and operations of the Bank;

· strengthen credit risk management and administration;

· provide for the effective grading of the Bank's loan portfolio;

· summarize the findings of its review of the adequacy of the staffing of its loan review function;

· improve the Bank's position with respect to loans, relationships, or other assets in excess of $500,000 that currently are, or in the future become past due more than 90 days, on the Bank's problem loan list, or adversely classified in any report of examination of the Bank;

· review and revise the Bank's methodology for determining the allowance for loan and lease losses ("ALLL") and maintain an adequate ALLL;

· maintain sufficient capital at the Company and the Bank;

· establish a revised written contingency funding plan;

· establish a revised written strategic and capital plan;

· establish a revised investment policy;

· improve the Bank's earnings and overall condition;

· revise the Bank's information technology program;

· establish a disaster recovery and business continuity program; and,

· establish a committee to monitor compliance with all aspects of the written agreement.

Further, both the Company and the Bank have agreed to refrain from declaring or paying dividends without prior regulatory approval.  The Company has agreed that it will not take any other form of payment representing a reduction in Bank's capital or make any distributions of interest, principal or other sums on subordinated debentures or trust preferred securities without prior regulatory approval.  The Company also has agreed not to incur, increase or guarantee any debt or not to purchase or redeem any shares of its stock without prior regulatory approval.

39

Notes to Consolidated Financial Statements

(Unaudited)

(in thousands, except share, per share and percentage data)

Note  11 – Summary of Significant Accounting Policy Update For Certain Required Disclosures

In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments—Overall .  The amendments address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments will be effective for public companies for fiscal years beginning after December 15, 2017, includ-ing interim periods within those fiscal years.  The Company is currently evaluating the impact of these amendments on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02 Leases.  This amended the Leases topic of the Accounting Standards Codification to revise certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. The amendments will be effective for public companies for fiscal years beginning after December 15, 2018, includ-ing interim periods within those fiscal years. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.

In March 2016, the FASB has issued Accounting Standards Update ASU No. 2016-09,Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting.The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees.  For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.  Early adoption is permitted for any organization in any interim or annual period.  The Company does not expect these amendments to have a material effect on its financial statements.

In June 2016, the FASB issued ASU No. 2016-13, "Measurement of Credit Losses on Financial Instruments."The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations.  The ASU is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities).  Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.

In August 2016, the FASB issued ASU No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments."

This ASU is intended to clarify how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017.  The Company does not expect these amendments to have a material effect on consolidated financial statements.

Other accounting standards have been issued by the FASB that are not currently applicable to the Company or are not expected to have a material impact on the Company's financial statements

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

The following discussion and analysis is provided to address information about the Company's financial condition and results of operations that is not otherwise apparent from the Consolidated Financial Statements and the notes thereto or included in this report.  Reference should be made to those statements and the notes thereto for an understanding of the following discussion and analysis.

The Company generates a significant amount of its income from the net interest income earned by the Bank. Net interest income is the difference between interest income and interest expense. Interest income depends on the amount of interest-earning assets outstanding during the period and the interest rates earned thereon. The Company's cost of money is a function of the average amount of deposits and borrowed money outstanding during the period and the interest rates paid thereon. The quality of the assets further influences the amount of interest income lost on non-accrual loans and the amount of additions to the allowance for loan losses. Highlands Union Insurance Services and Highlands Union Financial Services, which are subsidiaries of Highlands Union Bank, generate fee income by providing insurance and financial service products to its clients. Russell Road Properties, LLC is an entity in which the Bank has a 50% interest and was created to hold and manage certain properties acquired by the Bank through foreclosure or deed in lieu of foreclosure.

Critical Accounting Policy

The financial condition and results of operations presented in the Consolidated Financial Statements, accompanying Notes to Consolidated Financial Statements and management's discussion and analysis are, to a large degree, dependent upon the accounting policies of the Company.  The selection and application of these accounting policies involve judgments, estimates, and uncertainties that are susceptible to change.  For a discussion of the Company's critical accounting policies related to its allowance for loan losses and other than temporary impairment, see the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

Formal Written Agreement

As discussed in Note 10, on October 13, 2010, the Company and Bank entered into a written agreement ("Written Agreement") with the Federal Reserve Bank of Richmond (the "Reserve Bank").  Under the terms of the Written Agreement, the Bank has agreed to develop and submit to the Reserve Bank for approval within the time periods specified therein written plans or programs to:

· strengthen board oversight of the management and operations of the Bank;

· strengthen credit risk management and administration;

· provide for the effective grading of the Bank's loan portfolio;

· summarize the findings of its review of the adequacy of the staffing of its loan review function;

· improve the Bank's position with respect to loans, relationships, or other assets in excess of $500,000 that currently are or in the future become past due more than 90 days, on the Bank's problem loan list, or adversely classified in any report of examination of the Bank;

· review and revise the Bank's methodology for determining the allowance for loan and lease losses ("ALLL") and maintain an adequate ALLL;

· maintain sufficient capital at the Company and the Bank;

· establish a revised written contingency funding plan;

· establish a revised written strategic and capital plan;

· establish a revised investment policy;

· improve the Bank's earnings and overall condition;

· revise the Bank's information technology program;

· establish a disaster recovery and business continuity program; and,

· establish a committee to monitor compliance with all aspects of the written agreement.

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Further, both the Company and the Bank have agreed to refrain from declaring or paying dividends without prior regulatory approval.  The Company has agreed that it will not take any other form of payment representing a reduction in the Bank's capital or make any distributions of interest, principal or other sums on subordinated debentures or trust preferred securities without prior regulatory approval.  The Company also has agreed not to incur, increase or guarantee any debt or not to purchase or redeem any shares of its stock without prior regulatory approval.

The following summarizes the Company's progress to comply with the items in the Written Agreement as of September 30, 2016.

· A new board oversight policy has been approved and implemented;

· Completed revising the Bank's loan grading system and ALLL methodology;

· Implemented Problem Loan Action reports and Problem Asset reports for all assets over $500,000;

· Completed revising the written contingency funding plan;

· Implemented stress testing of the loan portfolio;

· Completed revising the investment policy;

· Completed a three year capital plan targeted to improve the Company's and Bank's capital levels; Completed a Business Continuity Plan and Disaster Recovery Plan; and,

· Formed a Directors' compliance committee to monitor the progress of each item in the written agreement. The committee meets at least quarterly and files a report with the Federal Reserve Bank.

Results of Operations

Results of operations for the three-month and nine-month periods ended September 30, 2016 reflect earnings of $1 thousand and  a loss of $143 thousand, respectively, compared to earnings of $429 thousand and $2.14 million for the corresponding periods in 2015.

Net interest income for the three-month period ended September 30, 2016 increased $104 thousand or 2.24% compared to the three months ended September 30, 2015. For the nine-month period ended September 30, 2016 net interest income increased $510 thousand or 3.68% as compared to the nine month period ended September 30, 2015.  Average interest-earning assets increased $297 thousand from the nine month period ended September 30, 2015 to the current nine month period, while average interest-bearing liabilities decreased $9.65 million over the same period. The tax-equivalent yield on average interest-earning assets was 4.35% for the nine month period ended September 30, 2016 representing an increase of 5 basis points from the same period in 2015.  The rate on average interest-bearing liabilities decreased 8 basis points to 0.97% for the nine month period ended September 30, 2016 as compared to 1.05% for the same period in 2015.

Total interest income for the three and nine months ended September 30, 2016 was $2 thousand and $197 thousand greater than the comparable 2015 periods primarily due to increased loan and securities balances in 2016 compared to the prior period. Average loan balances for the nine month period ended September 30, 2016 increased approximately $10.96 million over the same period in 2015. The average balance of federal funds sold was $19.50 million during the nine month period ended September 30, 2016 compared to $34.25 million for the previous year. The average yield on federal funds sold was .47% during the period. Loan balances have declined from December 31, 2015 by approximately $21.3 million.

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The Company's total interest expense decreased by $102 thousand for the three-months and $313 thousand for the nine-months from the same periods in 2015, due primarily to the overall reduction in time deposit balances. Also new interest-bearing time deposits are continuing to be recorded at lower rates and existing interest-bearing time deposits and other liabilities are re-pricing lower as they renew.

During the first nine months of 2016, the Company's non-interest income increased by $588 thousand over the corresponding period for 2015. In October 2015, concerning the matter of Angela Welch, as Chapter 7 trustee for the bankruptcy estate of Frank Michael Mongeluzzi, the Bank settled the claims for $425 thousand. The $425 thousand payment was reflected in other operating expenses (non-interest expense) for the year ended December 31, 2015.  The Company received an insurance settlement totaling $148 thousand related to this matter in March 2016. Total non-interest income for the three months ended September 30, 2016 increased $366 thousand over the three month period ended September 30, 2015 due primarily to the gains on loans held for sale. During the second quarter of 2016, the Company began originating loans held for sale through its mortgage division, Highlands Home Mortgage. This division plans to originate loans to be sold on a servicing - released basis throughout its branch footprint and also throughout North and South Carolina.

Total non-interest expense for the nine-month period ended September 30, 2016 increased $2.18 million as compared to the nine-month period ended June 30, 2015. Foreclosed asset expenses, write-downs and losses on the sale of OREO and repossessions in the amount of $1.53 million increased $846 thousand for the nine-month period ended September 30, 2016 compared to the nine-months ended September 30, 2015. Salaries and employee benefits increased $1.25 million for the nine-months ended September 30, 2016 as compared to the prior year period primarily due to both the initial staffing of the Company's new mortgage division and severance payments paid during the first nine-months of the year as part of the Company's strategy to reduce its staffing levels. Furniture and equipment expense increased $122 thousand for the nine-months ended September 30, 2016 compared to the prior period primarily due to increases in equipment maintenance and data connectivity costs. Total non-interest expense for the three-month period ended September 30, 2016 increased $1.13 million compared to the three-month period ended September 30, 2015.

In addition to FDIC insurance premiums which totaled $616 thousand for the nine months ended September 30, 2016, other operating expenses that exceeded 1% of total interest income and other operating income were charges for other contracted services totaling $527 thousand, software licensing and maintenance costs totaling $697 thousand, legal expenses totaling $262 thousand, other loan expenses totaling $252 thousand, and bank franchise taxes totaling $310 thousand.

In addition to FDIC insurance premiums, for the nine months ended September 30, 2015, other operating expenses that exceeded 1% of total interest income and other operating income were charges for other contracted services totaling $589 thousand, advertising costs totaling $229 thousand, software licensing and maintenance costs totaling $532 thousand, legal expenses totaling $230 thousand, other loan expenses totaling $256 thousand, bank franchise taxes totaling $271 thousand, other losses totaling $401 thousand and postage and freight expenses totaling $208 thousand.

For the three month period ended September 30, 2016, other operating expenses that exceeded 1% of total interest income and other operating income were charges for FDIC insurance totaling $206 thousand, legal expenses totaling $136 thousand, other loan expense of $105 thousand, other contracted services totaling $201 thousand, software licensing and maintenance totaling $251 thousand, other losses totaling $64 thousand and bank franchise taxes totaling $112 thousand.

For the three month period ended September 30, 2015, other operating expenses that exceeded 1% of total interest income and other operating income were charges for FDIC insurance totaling $206 thousand, legal expenses totaling $90 thousand, other loan expense of $84 thousand, postage and freight expenses totaling $74 thousand, other contracted services totaling $203 thousand, software licensing and maintenance totaling $188 thousand, other losses totaling $362 thousand and bank franchise taxes totaling $96 thousand.

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Operating results of the Company when measured as a percentage of average equity reveals a decrease in return on average equity to -0.34% for the nine-month period ended September 30, 2016 from 5.32% for the corresponding period in 2015. Return on average assets for the nine months ended September 30, 2016 decreased to -0.03% compared to 0.47% for the nine months ended September 30, 2015.The provision for loan losses for the three-month and nine-month periods ended September 30, 2016 totaled $173 thousand and $1.49 million thousand, respectively, a $42 thousand decrease and $789 thousand increase as compared to the corresponding periods in 2015. This increased provision during the first nine months of 2016 as compared to the first nine months of 2015 was primarily due to three large charge-offs occurring during the second quarter of 2016 in the Company's Tri-Cities TN / VA market area. These three charge-offs totaled $1.7 million. Net charge-offs (inclusive of recoveries) for the first nine months of 2016 were $2.13 million compared with $840 thousand for the first nine months of 2015. Year–to–date net charge-offs were 0.52% and 0.20% of total loans for the periods ended September 30, 2016 and September 30, 2015, respectively. The Company continually monitors the loan portfolio for signs of credit weaknesses or developing collection problems. Loan loss provisions for each period are determined after evaluating the loan portfolio and determining the level necessary to absorb current charge-offs and maintain the reserve at adequate levels.  Loan loss reserves decreased 6.17% to $5.00 million at September 30, 2016 from $5.33 million at September 30, 2015.  TheCompany's allowance for loan loss reserves at September 30, 2016 decreased to 1.22% of total loans versus 1.26% at September 30, 2015.  At December 31, 2015, the allowance for loan loss reserve as a percentage of total loans was 1.31%.

In the second quarter of 2015, the Company reversed the remaining balance of the valuation allowance that was established against the deferred tax assets ("DTA") during the fourth quarter of 2011. The valuation allowance was established during 2011 due to uncertainty at the time regarding the ability to generate sufficient future taxable income to fully realize the benefit of the net DTA. Subsequent to 2011, earnings performance and asset quality improved resulting in greater expected realization of the DTA. In addition, the Company raised $16.1 million in net proceeds of new capital in 2014 which allowed the Company to payoff two high rate debt instruments (the Company's Community Bankers Bank note and Trust Preferred Securities) improving future earnings potential.  As a result of these factors, the Company reversed $1 million of the DTA in the second quarter of 2014, and due to the continued improvements in asset quality and earnings performance the remaining $1 million of the DTA valuation allowance was reversed in the second quarter of 2015. In assessing the realizability of DTA, management considered whether it was more likely than not that some portion or all of the DTA would not be realized. The Company evaluates the carrying amount of its DTA on a quarterly basis in accordance with the guidance provided in FASB ASC Topic 740 ("ASC 740"), in particular, applying the criteria set forth therein to determine whether it is more likely than not (i.e., a likelihood of more than 50%) that some portion, or all, of the DTA will not be realized within its life cycle, based on the weight of available evidence. In most cases, the realization of the DTA is dependent upon the Company generating a sufficient level of taxable income in future periods, which can be difficult to predict.  If the Company's forecast of taxable income within the carry forward periods available under applicable law is not sufficient to cover the amount of net deferred assets, such assets may be impaired. Management considers the reversal of deferred tax liabilities (including the impact of available carry-back and carry-forward periods), projected future taxable income and tax-planning strategies in making this assessment.

Management, in conjunction with the board of directors, will continue to evaluate the carrying value of the Company's DTA on a quarterly basis, in accordance with ASC 740, and will determine any need for a future valuation allowance based upon circumstances and expectations then in existence. 

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Financial PositionTotal loans, net of deferred fees, decreased to $410.09 million at September 30, 2016 from $422.15 million at September 30, 2015.  Total loans, net of fees, at December 31, 2015 were $432.08 million. The loan to deposit ratio decreased to 84.02% at September 30, 2016 from 85.91% at September 30, 2015. The loan to deposit ratio at December 31, 2015 was 87.31%. Deposits at September 30, 2016 have decreased $3.31 million since September 30, 2015 and have decreased $6.85 million since December 31, 2015. During the last several years, the Company has continued to lower the interest rates paid on time deposits in a continuing effort to reduce its cost of funds.

The Company currently has approximately $67.71 million in outstanding FHLB advances. No new advances were originated during the last 12 months. The Company secures all of its existing and future advances from the FHLB with a selected group of in-house residential and commercial real estate secured loans and a selected group of securities that are held in safekeeping by the FHLB.

Non-performing assets are comprised of loans on non-accrual status, loans contractually past due 90 days or more and still accruing interest, other real estate owned and repossessions. Non-performing assets were $8.84 million or 1.44% of total assets at September 30, 2016, compared with $15.18 million or 2.47% of total assets at December 31, 2015 and $13.81 million or 2.24% of total assets at September 30, 2015. The Company continues to focus its efforts on reducing its NPAs, primarily by reducing non-accrual loans and selling OREO property.

The adequacy of the allowance for loan losses is based on management's judgment and analysis of current and historical loss experience, risk characteristics of the loan portfolio, concentrations of credit and asset quality, as well as other internal and external factors, such as general economic conditions.  The internal credit review department performs pre-approval analyses of large credits and also conducts credit review activities that provide management with an early warning of loan deterioration. The senior credit administration officer prepares quarterly analyses of the adequacy of the allowance for loan losses. These analyses include individual loans considered impaired for direct exposure. In addition, potential losses on loan pools and pool allocations are based upon historical losses and other factors, as adjusted, for various loan types. The calculation for allowance for loan losses is reviewed by both the Credit Administration Committee and the Board of Directors.

At September 30, 2016 and December 31, 2015, the internal credit review department as well as management determined that the Company's allowance for loan losses is sufficient and is appropriate based on the requirements of U.S. Generally Accepted Accounting Principles.

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At September 30, 2016, OREO balances were $3,288 and consisted of 28 relationships. At December 31, 2015 OREO balances were $5,694 and consisted of 28 relationships. The following chart details each category type, number of relationships, and balance.

OREO Property at 9/30/16
OREO Description	Number		Balance at 9/30/16
			(in thousands)
Land Development  - Vacant Land		11	$	690
1-4 Family		10		641
Commercial Real Estate		7		1,957
Total		28	$	3.288

OREO Property at 12/31/2015
OREO Description	Number		Balance at 12/31/15
			(in thousands)
Land Development  - Vacant Land		11	$	1,287
1-4 Family		10		1,295
Commercial Real Estate		7		3,112
Total		28	$	5,694

The Company's major markets are Southwestern Virginia, Tri-city Tennessee, Sevierville and Knoxville, Tennessee, Boone and Banner Elk, North Carolina. The following table provides information about properties owned in each geographic area, the number of individual properties and book value.

	September 30, 2016				December 31, 2015
Geographic Area	Number		Value (in thousands)		Number		Value (in thousands)
Sevierville and Knoxville TN Area		5	$	215		8	$	1,179
Southwest VA and Tri-city TN Area		18		2,864		17		4,248
Boone and Banner Elk NC Area		5		209		3		267
Total		28	$	3,288		28	$	5,694

The Company formed a special assets committee to focus directly on selling OREO properties and reducing other non-performing assets. The committee is comprised of lending officers from all of the Bank's three market areas. The ability to sell OREO which has been negatively affected by the current economic climate and the resulting reduction of non-performing assets, will to a large degree, depend on how quickly specific market areas rebounds. Management has allocated significant resources to facilitate sales of OREO to reduce the Company's non-performing assets.

Investment securities and other investments totaled $103.49 million (market value) at September 30, 2016 which reflects an increase of $12.43 million from the December 31, 2015 total of $86.45 million. Investment securities available for sale and other investments at September 30, 2016 were comprised of mortgage backed securities / CMOs (72.48% of the total securities portfolio), municipal issues (12.25%), and SBAs pools (8.86 %).  The Company's entire securities portfolio was classified as available for sale at both September 30, 2016 and December 31, 2015.

Other investments include holdings of Federal Reserve, Federal Home Loan Bank, Pacific Coast Bankers Bank, and Community Bankers Bank stock. These investments (carrying value of $4.39 million) are considered to be restricted as the Company is required to hold these investments and the only market for these investments is the issuing agency. Also included in other investments are 9 certificates of deposit purchased from other FDIC insured institutions.  The balance of these CDs totaled $2.24 million at September 30, 2016.

Liquidity and Capital Resources

Total stockholders' equity of the Company was $55.40 million at September 30, 2016 representing an increase of $650 thousand or 1.19% from September 30, 2015. Total stockholders' equity at December 31, 2015 was $53.56 million. The increase in stockholders' equity from September 30, 2015 to September 30, 2016 is primarily due to the funds received from the CEO's purchase of common stock in the first quarter of 2016 and the increase in other accumulated comprehensive income related to the market value of its investment securities available for sale.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total risk-based capital to risk-weighted assets (as defined in the regulations), Tier I capital to risk-weighted assets (as defined in the regulations), Common Equity Tier 1 to risk-weighted assets (as defined in the regulations), and Tier I capital to adjusted total assets (as defined).  See Note 4 for a more detailed discussion of the Bank's regulatory capital ratios. The Board of Directors and management are committed to further increasing our capital levels and we are continuing to explore options to increase our capital.

Liquidity is the ability to provide sufficient cash levels to meet financial commitments and to fund loan demand and deposit withdrawals. The Company and subsidiary Bank maintain a significant level of liquidity in the form of cash and cash equivalents ($48.20 million as of September 30, 2016) and unrestricted investment securities available for sale ($61.37 million).  Cash and cash equivalents are immediately available for satisfaction of deposit withdrawals, customer credit needs, and operations of the Bank.  The Bank also maintains a significant amount of available credit with both the Federal Home Loan Bank and a correspondent financial institution. Unencumbered investment securities available for sale represent a secondary level of liquidity available for conversion to liquid funds in the event of extraordinary needs.

Caution About Forward-Looking Statements

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including certain plans, expectations, goals and projections, which are inherently subject to numerous assumptions, risks and uncertainties. The Company's actual results could differ materially from those set forth or implied in the forward-looking statements.

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Such forward-looking statements involve known and unknown risks including, but not limited to, the following factors:

· adverse economic conditions in the market area and the impact on credit quality and risks inherent in the loan portfolio such as repayment risk and fluctuating collateral values;

· our inability to manage, dispose of and properly value non-performing assets and other real estate owned;

· further deterioration in the housing market and collateral values;

· our inability to assess the creditworthiness of our loan portfolio and maintain a sufficient allowance for loan losses;

· our inability to maintain adequate sources of funding and liquidity, including secondary sources such as Federal Home Loan Bank advances;

· our ability to attract and maintain capital levels adequate to support our asset levels and risk profile;

· our inability to comply with the written agreement, dated October 13, 2010, with the Federal Reserve Bank of Richmond;

· our successful management of interest rate risk and changes in interest rates and interest rate policies;

· reliance on our management team, including our ability to attract and retain key personnel;

· our ability to successfully manage our strategic plan;

· difficult market conditions in our industry;

· problems with technology utilized by us;

· our ability to successfully manage third-party vendors upon whom we are dependent;

· competition with other banks and financial institutions, and companies outside of the banking industry, including those companies that have substantially greater access to capital and other resources;

· potential impact on us of recently enacted legislation and future regulation;

· changes in accounting policies or standards;

· demand, development and acceptance of new products and services; and,

· changing trends in customer profiles and behavior.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk Not Applicable

ITEM 4. Controls and Procedures

We have carried out an evaluation, under the supervision and the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (b) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have not been any changes in the Company's internal controls over financial reporting during the third quarter of 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

On December 23, 2015, James M. Brock and Jean W. Brock (together, "Brock") filed a complaint in the Circuit Court of Grayson County, Virginia, alleging that the Bank acted negligently when it foreclosed on property adjacent to the Brock's property and allegedly failed to remediate the foreclosed property, allegedly causing damage to Brock's property. Brock seeks damages of $200,000 plus prejudgment interest, attorneys' fees, and costs.  The Bank denies any wrongdoing in this matter and intends to vigorously defend itself.  No trial date has yet been set.  The Company is unable to estimate the likelihood of an unfavorable outcome or the amount or range of potential loss.

Item 1A. Risk Factors

Not applicable

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

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Mine Safety Disclosures

Not Applicable

Item 5.  Other Information

None

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Item 6.  Exhibits

Exhibit No.	Description
10.1	First Amendment to Employment Agreement by and between Timothy K. Schools and Highlands Bankshares, Inc. dated September 6, 2016 (attached as Exhibit 10.1 to the Current Report on Form 8-k filed September 22, 2016 and incorporated herein by reference.
10.2	Restricted Stock Award Agreement by and between Timothy K. Schools and Highlands Bankshares, Inc., dated September 6, 2016 (attached as Exhibit 10.2 to the Current Report on Form 8-k filed September 22, 2016 and incorporated herein by reference).
31.1	Rule 13a-14(a) Certification of President and Chief Executive Officer
31.2	Rule 13a-14(a) Certification of Chief Financial Officer
32.1	Certification Statement of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2	Certification Statement of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101	The following materials from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in Extensible Business Reporting Language (XBRL), include: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows; (v) Consolidated Statements of Changes in Stockholders' Equity and (vi) related notes (furnished herewith).

SIGNATURES

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

.

	HIGHLANDS BANKSHARES, INC.
	(Registrant)
Date:  November 14, 2016	By:	/s/ Timothy K. Schools
		Timothy K. Schools
		President and Chief Executive Officer
Date:  November 14, 2016	By:	/s/ James R. Edmondson
		James R. Edmondson
		Chief Financial Officer

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Exhibits Index

Exhibit No.	Description
10.1	First Amendment to Employment Agreement by and between Timothy K. Schools and Highlands Bankshares, Inc. dated September 6, 2016 (attached as Exhibit 10.1 to the Current Report on Form 8-k filed September 22, 2016 and incorporated herein by reference.
10.2	Restricted Stock Award Agreement by and between Timothy K. Schools and Highlands Bankshares, Inc., dated September 6, 2016 (attached as Exhibit 10.2 to the Current Report on Form 8-k filed September 22, 2016 and incorporated herein by reference).
31.1	Rule 13a-14(a) Certification of President and Chief Executive Officer
31.2	Rule 13a-14(a) Certification of Chief Financial Officer
32.1	Certification Statement of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2	Certification Statement of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
101	The following materials from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in Extensible Business Reporting Language (XBRL), include: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows; (v) Consolidated Statements of Changes in Stockholders' Equity and (vi) related notes (furnished herewith).

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