VISALIA, Calif., Oct. 23, 2013 /PRNewswire/ -- Valley Commerce Bancorp, (OTCBB: VCBP), a bank holding company and the parent company of Valley Business Bank, today announced third quarter 2013 net income of $905 thousand or $0.32 per diluted share. This compared to earnings of $839 thousand, or $0.30 per diluted share, for the third quarter of 2012. For the nine months ended September 30, 2013, the Company reported net income of $3.3 million, or $1.16 per diluted share. This compared to earnings of $2.6 million, or $0.89 per diluted share, for the nine months ended September 30, 2012.

Allan W. Stone, President and Chief Executive Officer, remarked, "I am very pleased to report solid earnings for the third quarter of 2013 and that we are on track for record earnings in 2013. Our determined efforts to maintain high credit quality are evidenced by our continued reduction in classified loans, net recoveries of loans previously charged-off and the release of loan loss reserves. We anticipate that the overall quality of our loan portfolio will remain favorable which will enhance our ability to meet the many economic and regulatory challenges facing the community banking industry." Mr. Stone commented further, "As we commence our annual planning efforts, our team is already in high gear addressing these challenges. I am very confident in our team and believe that our bank will continue to demonstrate strong financial performance as it makes the changes needed to remain successful over the longer term."

Selected financial information is presented in the following table:


                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                 Nine Months ended September 30,                                                December 31,
                                                                 -------------------------------
                                                                                                                                          
                                                      2013                                       2012                              2012*
                                                      ----                                       ----                              ----
                                                                                                                                                                                        
                                                                                                                                                                                        
    ANNUALIZED KEY FINANCIAL RATIOS
                                                                                                                                                                                        
     Net income                                             $3,279,220                                              $2,590,606                                              $3,232,906
                                                                                                                                                                                        
     Return on average equity                        11.29%                                                   9.04%                                                   8.47%
                                                                                                                                                                                        
     Return on average assets                         1.20%                                                   0.99%                                                   0.92%
                                                                                                                                                                                        
     Net interest margin                              4.20%                                                   4.49%                                                   4.50%
                                                                                                                                                                                        
     Efficiency ratio                                68.55%                                                  66.49%                                                  69.50%
                                                                                                                                                                                        
     Loan to deposit ratio at period
      end                                            74.81%                                                  77.26%                                                  72.04%
                                                                                                                                                                                        
     Tier 1 leverage ratio                            11.7%                                                   11.2%                                                   11.3%
                                                                                                                                                                                        
     Tier 1 risk based ratio                          16.1%                                                   15.2%                                                   15.6%
                                                                                                                                                                                        
     Total risk-based capital ratio                   17.4%                                                   16.5%                                                   16.9%
                                                                                                                                                                                        
                                                                                                                                                                                        
    SHARE AND PER SHARE DATA
                                                                                                                                                                                        
    Basic earnings per common
     share                                                       $1.17                                                   $0.90                                                   $1.13
                                                                                                                                                                                        
    Diluted earnings per common
     share                                                       $1.16                                                   $0.89                                                   $1.12
                                                                                                                                                                                        
    Weighted average common shares
     outstanding                                 2,805,410                                               2,784,593                                               2,788,018
                                                                                                                                                                                        
    Weighted avg. diluted common
     shares outstanding                          2,820,754                                               2,792,100                                               2,797,835
                                                                                                                                                                                        
    Book value per common share                                 $14.19                                                  $13.35                                                  $13.46
                                                                                                                                                                                        
    Total common shares outstanding              2,784,229                                               2,784,593                                               2,815,036
                                                                                                                                   
                                                                                                                                   
          *For the year ended December 31, 2012
                                                                                                                                                                                                    

Loans

Net loans were $232.6 million at September 30, 2013, an increase of $5.4 million or 2% from the $227.3 million at December 31, 2012. The increase occurred primarily in real estate-mortgage and construction loans. Average gross loans were $230.0 million for the nine months ended September 30, 2013 and $226.0 million for the nine months ended September 30, 2012, an increase of $4.0 million or 2%.

Net loans at September 30, 2013, December 31, 2012, and September 30, 2012 are summarized in the following table:




                            September 30,                       December 31,                            September 30,
                                   2013                                  2012                                        2012
                             --------------                         -------------                              --------------

    Commercial                     $38,460,805  16%                            $41,270,395          18%               $39,976,678  17%

    Real
     estate -
     mortgage        173,374,307                73               170,868,701                        74  172,715,551                74

    Real
     estate -
     construction     19,794,496                 8                15,521,971                         6   15,178,846                 6

    Agricultural       3,602,363                 2                 3,700,775                         1    3,909,712                 2

    Consumer
     and
     other             1,593,826                 1                 1,508,824                         1    1,999,533                 1
                       ---------               ---                 ---------                       ---    ---------               ---

        Subtotal     236,825,797               100%              232,870,666                       100% 233,780,320               100%
                                               ===                                                 ===                            ===

    Deferred
     loan
     fees,
     net                (298,850)                      (417,743)                              (385,607)

    Allowance
     for loan
     and lease
     losses          (3,893,357)                    (5,192,436)                            (5,193,852)
                      ----------                     ----------                             ----------

        Total
         loans,
         net                      $232,633,590                                $227,260,487                           $228,200,861
                                    ==========                                  ==========                             ==========


        Average
         loans
         outstanding              $230,025,913                                $227,979,257                           $225,995,961
                                    ==========                                  ==========                             ==========

Investment Securities

Available-for-sale investment securities were $65.7 million at September 30, 2013 compared to $53.0 million at December 31, 2012, an increase of $12.7 million or 24%. There were $23.1 million of investment securities purchased during the nine months ended September 30, 2013 which were offset by normal repayments, maturities, calls, and sales. Gain on sale of investment securities was $126 thousand for the nine months of 2013 compared to $152 thousand for the same period in 2012.

The amortized cost and estimated fair value of available-for-sale investment securities at the dates indicated consisted of the following:






                                                        September 30, 2013
                                                        ------------------

                                                                                    Gross                  Gross              Estimated

                                                            Amortized             Unrealized            Unrealized              Fair

                                                               Cost                 Gains                 Losses                Value
                                                               ----                 -----                 ------                -----

     Debt securities:

      U.S. Government sponsored entities and agencies                 $4,232,685               $29,297              $(79,982)           $4,182,000

      Mortgage-backed securities:

        U.S. Government sponsored entities and agencies               30,079,496               194,046              (568,542)           29,705,000

        Small Business Administration                                 10,243,263               401,847                  (110)           10,645,000

      Obligations of states and political subdivisions                21,077,675               273,555              (150,230)           21,201,000
                                                                      ----------               -------              --------            ----------

             Total                                                   $65,633,119              $898,745             $(798,864)          $65,733,000
                                                                     ===========              ========             =========           ===========



                                                        December 31, 2012
                                                        -----------------

                                                                                    Gross                 Gross               Estimated
                                                            
    Amortized           
    Unrealized           
    Unrealized
                                                                                                                                Fair
                                                              
    Cost                 
    Gains               
    Losses
                                                                                                                                Value
                                                                                                                                -----

     Debt securities:

        U.S. Government sponsored entities and agencies               $5,544,809              $192,191   $                 -            $5,737,000

      Mortgage-backed securities:

        U.S. Government sponsored entities and agencies               16,413,277               380,508                (3,785)           16,790,000

        Small Business Administration                                 10,547,108               353,892                     -            10,901,000

      Obligations of states and political subdivisions                18,696,003               898,613               (21,616)           19,573,000
                                                                      ----------               -------               -------            ----------

                Total                                                $51,201,197            $1,825,204              $(25,401)          $53,001,000
                                                                     ===========            ==========              ========           ===========

Deposits

Total deposits decreased by $4.5 million or 1%, from $315.5 million at December 31, 2012 to $311.0 million at September 30, 2013. The decrease resulted from management's decision to not renew approximately $18 million in public funds deposit contracts for the purpose of managing deposit concentrations. However, these public funds were replaced by organic deposit growth in the areas of both time deposits and non-interest bearing deposits. Average total deposits were $317.3 million for the nine months ended September 30, 2013, a $13.6 million or 4% increase from the $303.7 million in average total deposits for the nine months ended September 30, 2012.

Total deposits at September 30, 2013, December 31, 2012, and September 30, 2012 are summarized in the following table:




                             September 30, 2013          December 31, 2012              September 30,
                                                                                                     2012
                             ------------------          -----------------                --------------

    Non-interest bearing              $123,525,101  40%               $120,900,110  38%              $105,968,329  36%

    Interest bearing     123,920,315                40  127,819,122                 41  120,891,019                41

    Time deposits         63,516,140                20   66,764,761                 21   68,505,022                23
                          ----------               ---   ----------                ---   ----------               ---

               Total                  $310,961,556 100%               $315,483,993 100%              $295,364,370 100%
                                      ============                    ============                     ==========

Shareholders' Equity

Total shareholders' equity was $39.5 million at September 30, 2013, an increase of $2.4 million or 6%, from the $37.9 million at December 31, 2012. The increase was due to earnings of $3.3 million offset by a reduction in accumulated other comprehensive income of $1.0 million resulting from a decrease in the value of investment securities and to a lesser extent the repurchase of common stock and cash dividends paid. During the nine months ended September 30, 2013 and 2012 the Company paid common stock cash dividends totaling $336 thousand or $0.12 per share and $222.8 thousand or $0.08 per share, respectively. Common stock repurchases during the nine months ended September 30, 2013 totaled $602 thousand, at an average of $13.47 per share. There were no common stock repurchases during 2012.

Asset Quality

Nonperforming loans at September 30, 2013 were comprised of ten nonaccrual loans spread among six customer relationships with an aggregate balance of $4.1 million compared with twelve nonaccrual loans spread among eight customer relationships at December 31, 2012 with an aggregate balance of $4.4 million. The Company had no other real estate owned at December 31, 2012 or September 30, 2013.

Impaired loans totaled $7.6 million and $8.0 million at September 30, 3013 and December 31, 2012, respectively, and were comprised of the nonaccrual loans included in nonperforming assets and certain accruing loans whose terms have been modified from the original loan agreement.

A summary of nonperforming assets is set forth below:


                                                                                                                                                                                                         
                                                                                                                                                                                                         
                                                                                               September 30,                            December 31,                            September 30,
                                                                                                                                                                                                         
                                                                                                                  2013                                      2012                                   2012
                                                                                                                  ----                                      ----                                   ----
                                                                                                                                                                                                         
                                                                                                                                                                                                         
    Nonperforming loans                                                                                     $4,062,127                                $4,422,050                             $4,590,963
                                                                                                                                                                                                         
    Loans past due 90 days or more and still accruing
                                                                                                                                                                                                       
                                                                                 -                                     -                                                                            -
                                                                                                                                                                                                         
    Total nonperforming loans                                                                               $4,062,127                                $4,422,050                             $4,590,963
                                                                                                            ----------                                ----------                             ----------
                                                                                                                                                                                                         
                                                                                                                                                                                                         
    Other real estate owned                                                                   $                      -              $                          -                             $1,140,547
                                                                                                                                                                                                         
    Total nonperforming assets                                                                              $4,062,127                                $4,422,050                             $5,731,510
                                                                                                            ==========                                ==========                             ==========
                                                                                                                                                                                                         
                                                                                                                                                                                                         
    Specific loss reserves on impaired loans                                                                  $411,599                                  $590,890                               $604,637
                                                                                                                                                                                                         
    Nonperforming assets to total loans                                                                         1.71  %                                     1.90%                                  2.45%
                                                                                                                                                                                                         
    Nonperforming loans to total loans                                                                          1.75  %                                     1.95%                                  2.01%
                                                                                                                                                                                                         
    Nonperforming assets to total assets                                                                        1.13  %                                     1.23%                                  1.69%
                                                                                                                                                                                                         
    Classified loans                                                                                       $14,325,970                               $16,360,586                            $20,490,696
                                                                                                                                                                                                         
    30-89 Day Delinquent loans                                                                 $                    --                                  $200,000               $                     --
                                                                                                                                                                                                         

A summary of troubled debt restructured loans outstanding as of the dates indicated are set forth below:




                              September 30, 2013                      December 31, 2012
                              ------------------                      -----------------

                                       Specific                  Specific

                                         loan     No. of           loan
                                         loss                      loss                No. of

                   Amount              reserve    Loans   Amount reserve               Loans
                   ------              -------    -----   ------ -------               -----



    Nonperforming
     loans                $3,356,950              $41,935      9           $2,913,258          $59,765   7

    Performing
     loans                 1,839,993              131,658      6            1,676,136          425,632   6


    Total troubled
     debt
     restructured
     loans                $5,196,943             $173,593     15           $4,589,394         $485,397  13
                            ========               ======    ===             ========           ====== ===

The following table summarizes the changes in the allowance for loan and lease losses (ALLL) for the periods indicated:




                  Nine Months Ended

                  September 30, 2013             Nine Months Ended      Year Ended

                                                 September 30, 2012  December 31, 2012




    Balance
     at
     beginning
     of
     period                           $5,192,436                                $5,468,758  $5,468,758

    Charge-
     offs:

     Commercial
     and
     agricultural                  -                              -                      -

    Real
     estate
     mortgage                      -                       (318,777)              (318,877)

    Real
     estate
     construction                  -                              -                      -

    Consumer                  (1,021)                       (97,106)              (100,523)

    Total
     charge-
     offs                     (1,021)                      (415,983)              (419,400)
                              ------                       --------               --------

    Recoveries:

     Commercial
     and
     agricultural            201,942                        141,077                143,078

    Real
     estate
     mortgage                      -                              -                      -

    Real
     estate
     construction                  -                              -                      -

    Consumer                       -                              -                      -

    Total
     recoveries              201,942                        141,077                143,078
                             -------                        -------                -------

    Net
     recoveries
     (charge-
     offs)                   200,941                       (274,906)              (276,322)

    Reversal
     of
     provision
     for loan
     losses               (1,500,000)                             -                      -

    Balance
     at end
     of
     period                           $3,893,357                                $5,193,852  $5,192,436
                                        ========                                  ========    ========

    Net
     recoveries
     (charge-
     offs) to
     average
     loans
     outstanding               0.087%                       (0.122)%               (0.121)%

    Ending
     allowance
     to total
     loans
     outstanding
     at end
     of
     period                     1.64%                          2.23%                  2.23%

During the nine months ended September 30, 2013 we recorded a $1.5 million reversal of provision for loan losses. The reversal was recorded during the second quarter. There was no loan loss provisioning in the third quarter of 2013 or for the year ended 2012. In determining the amount of ALLL required at September 30, 2013, management analyzed the composition and strength of the Company's loan portfolio, including borrower performance trends, the potential for losses in loans classified nonperforming, the potential for loan loss recoveries, and the results of recent internal credit reviews.

Net Interest Income and Net Interest Margin

The following table presents the Company's average balance sheet, including weighted average yields and rates on a taxable-equivalent basis, for the nine-month periods indicated:





                                                           Average balances and weighted average yields
                                                                            and costs

                                                                 Nine months ended September 30,
                                                                 -------------------------------

                                                                       2013                                                                2012
                                                                       ----                                                                ----

                                                  Interest       Average                   Interest           Average

                                 Average          income/        yield/                    income/            yield/
                                                                             
    Average
                                 Balance          Expense         Cost                     Expense              Cost
                                                                             Balance
                                                                             -------

    (dollars in thousands)

    ASSETS

    Due from banks                        $40,953                    $83         0.27%                $30,543                    $62       0.27%

    Available-for-sale
     investment
     securities:

             Taxable              36,038                    460                  1.71%                 36,836                    538       1.95%

             Exempt from Federal
              income taxes (1)    18,394                    512                  5.64%                 19,216                    589       6.20%
                                                            ---                  ----                  ------                    ---       ----

        Total securities (1)      54,432                    972                  3.04%                 56,052                  1,127       3.41%

    Loans (2) (3)                229,681                  9,495                  5.55%                225,644                  9,839       5.82%
                                 -------                  -----                  ----                 -------                  -----       ----

          Total interest-
           earning assets (1)    325,066                 10,550                  4.47%                312,239                 11,028       4.85%


    Noninterest-earning
     assets, net of
     allowance for loan
     losses                       38,896                                       37,091
                                  ------                                       ------

           Total assets                  $363,962                                          $349,330
                                         ========                                            ======


    LIABILITIES AND
     SHAREHOLDERS' EQUITY

    Deposits:

       Other interest bearing            $128,978                   $295         0.31%               $124,219                   $364       0.39%

       Time deposits less
        than $100,000             18,762                     77                  0.55%                 20,555                    108       0.70%

       Time deposits $100,000
        or more                   47,204                    199                  0.56%                 49,343                    266       0.72%
                                  ------                    ---                  ----                  ------                    ---       ----

       Total interest-
        bearing deposits         194,944                    571                  0.39%                194,117                    738       0.51%

    Long-term debt                     -                 -            -%           8             -                -%

    Junior subordinated
     deferrable interest
     debentures                    3,093                     84                  3.63%                  3,093                     90       3.89%
                                   -----                    ---                  ----                   -----                    ---       ----

          Total interest-
           bearing liabilities   198,037                    655                  0.44%                197,218                    828       0.56%


    Noninterest bearing
     deposits                    122,336                                      109,565

    Other liabilities              4,757                                        4,269
                                   -----                                        -----

        Total liabilities        325,130                                      311,052

    Shareholders' equity          38,832                                       38,278
                                  ------                                       ------

        Total liabilities and
         shareholders' equity            $363,962                                          $349,330
                                         ========                                            ======

                                                                 $
    9,895
    Net interest income
     and margin (1)                                                              4.20%                                $10,200        4.49%
                                                                                 ====                                 =======        ====


    (1)     Interest
            income is
            not
            presented
            on a
            taxable-
            equivalent
            basis,
            however,
            the
            average
            yield was
            calculated
            on a
            taxable-
            equivalent
            basis by
            using a
            marginal
            tax rate
            of 34%.

    (2)     Nonaccrual
            loans are
            included
            in total
            loans.
            Interest
            income is
            included
            on
            nonaccrual
            loans only
            to the
            extent
            cash
            payments
            have been
            received.
            There was
            $177
            thousand
            and $471
            thousand
            in
            foregone
            interest
            on
            nonaccrual
            loans for
            the nine
            months
            ended
            September
            30, 2013
            and 2012,
            respectively.
            Income
            received
            from
            nonaccrual
            loans was
            $263
            thousand
            in the
            2013
            period and
            $129 in
            the 2012
            period.

    (3)     Interest
            income on
            loans
            includes
            amortized
            loan
            fees, net
            of costs,
            of $395
            thousand
            and $362
            thousand
            for 2013
            and 2012,
            respectively.

Net interest income before provision for loan and lease losses for the nine month periods ended September 30, 2013 and 2012 was $9.9 million and $10.2 million, respectively, a decrease of $306 thousand or 3%. Net interest income decreased during the 2013 period due to a decrease in the average yields of loans and investment securities offset by reduced cost of interest-bearing liabilities. The impact of decreasing loan yield was slightly offset by a $4.0 million or 2 percent increase in the average balance of loans.

Net interest margin was 4.20% and 4.49% for the periods ended September 30, 2013 and 2012, a 29 basis point (bps) decrease. Average loan yield was 5.55% and 5.82% for the nine months ended September 30, 2013 and 2012, respectively, a decrease of 27 bps, which reflected the strongly competitive environment for high quality loan customers. This decrease was offset by a 12 bps decrease in the average rate paid on deposits and other interest-bearing liabilities that reflected weak competition for deposits as well as a reduction in the average balances of time deposits. Average noninterest-bearing deposits increased by $12.8 million or 12 percent. These funds were primarily deployed into low yielding overnight deposits which adversely impacted the net interest margin for the 2013 period but provided an overall beneficial contribution to the growth in net interest income and net income.

Non-Interest Income

The following table describes the components of non-interest income for the nine-month periods ended September 30, 2013 and 2012:




                                                                Non-interest income
                                                                -------------------


                                                                                        Nine Months ended

                                                                                          September 30,
                                                                                          -------------

                                                                                       2013               2012             Increase (Decrease)
                                                                                       ----               ----             -------------------

    Service charges                                                                            $477,476           $523,808                     $(46,332)

    Gain on sale of available-for-sale investment securities                        125,926              152,224              (26,298)

    Gain on sale of other real estate                                                     -              1,208                (1,208)

    Mortgage loan brokerage fees                                                     44,487              59,976              (15,489)

    Earnings on cash surrender value of life insurance policies                     233,524              249,009              (15,485)

    Other                                                                           224,021              182,634                41,387
                                                                                    -------              -------                ------

         Total non-interest income                                                           $1,105,434         $1,168,859                     $(63,425)
                                                                                               ========           ========                     ========

For the period ended September 30, 2013, non-interest income totaled $1.1 million, a decrease of $63 thousand or 5% from the $1.2 million recorded during the period ended September 30, 2012. Decreases in service charges, reduced gains on sales of investment securities, mortgage loan underwriting fees and cash surrender value of life insurance policies contributed to the decrease in non-interest income during the 2013 period, which were offset by an increase in FHLB stock dividends. Service charge income decreased due to fewer occurrences of non-sufficient funds charges.

Non-Interest Expense

The following table describes the components of non-interest expense for the nine-month periods ended September 30, 2013 and 2012:




                                         Non-interest expense
                                         --------------------


                                                                   Nine Months ended

                                                                     September 30,
                                                                     -------------

                                                                   2013               2012             Increase (Decrease)
                                                                   ----               ----

    Salaries and employee benefits                                       $4,367,768         $4,488,822                   $(121,054)

    Occupancy and equipment                                   1,107,887              992,898              114,989

    Other real estate owned                                           -              20,474             (20,474)

    Data processing                                             388,730              479,443             (90,713)

    Operations                                                  242,241              258,338             (16,097)

    Professional and legal                                      269,611              263,680                5,931

    Advertising and business development                        175,889              190,471             (14,582)

    Telephone and postal                                        174,607              167,847                6,760

    Supplies                                                    157,315              126,153               31,162

    Assessment and insurance                                    205,962              224,910             (18,948)

    Other expenses                                              450,217              346,096              104,121
                                                                -------              -------

         Total non-interest expense                                      $7,540,227         $7,559,132                    $(18,905)
                                                                           ========           ========                    ========

For the periods ended September 30, 2013 and 2012, non-interest expense was $7.5 million and $7.6 million a decrease of $19 thousand or .03%. Occupancy and equipment expense increased by $115 thousand or 12% due to contracted costs for new software applications, supplies increased by $31 thousand or 25% due to timing of forms ordered, and other expenses increased by $104 thousand or 30% due to increased training expense and sundry losses. These were offset by a $121 thousand or 3% decrease in salaries and employee benefit expense due to staff reductions and reductions in stock option expense. In addition, FDIC insurance and assessment expense decreased by $19 thousand or 8% due to more favorable methodology for calculating insurance premiums. There also was a $91 thousand or 19% decrease in data processing costs due to renegotiation of data processing service contracts.

OTHER INFORMATION: Valley Commerce Bancorp stock trades on NASDAQ's Over the Counter Bulletin Board under the symbol VCBP. Valley Business Bank, the wholly owned subsidiary of Valley Commerce Bancorp, is a commercial bank that commenced operations in 1996. Valley Business Bank operates through Business Banking Centers in Visalia, Tulare, and Fresno, California and has branch offices in Woodlake and Tipton, California. Additional information about Valley Business Bank is available from the Bank's website at http://www.valleybusinessbank.net.

FORWARD-LOOKING STATEMENTS: In addition to historical information, this release includes forward-looking statements, which reflect management's current expectations for Valley Commerce Bancorp's future financial results, business prospects and business developments. Management's expectations for Valley Commerce Bancorp's future necessarily involve assumptions, estimates and the evaluation of risks and uncertainties. Various factors could cause actual events or results to differ materially from those expectations. The forward-looking statements contained herein represent management's expectations as of the date of this release. Valley Commerce Bancorp undertakes no obligation to release publicly the results of any revisions to the forward-looking statements included herein to reflect events or circumstances after today, or to reflect the occurrence of unanticipated events. For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.


                                   VALLEY COMMERCE BANCORP

                             CONDENSED CONSOLIDATED BALANCE SHEET

                                         (UNAUDITED)



                                         September                December 31,                 September
                                             30,                                           30,

                                               2013                 2012                  2012
                                               ----                 ----                  ----


    Assets
    ------

    Cash and due from
     banks                                            $37,792,907          $57,573,424           $31,843,399

    Available-for-
     sale investment
     securities, at
     fair value                          65,733,000               53,001,000                55,831,000


    Loans, net of
     deferred fees                      236,526,947               232,452,923                233,394,713

    Less: allowance for
     loan and lease
     losses                               3,893,357               5,192,436                5,193,852
                                          ---------               ---------                ---------

       Net Loans                        232,633,590               227,260,487                228,200,861

    Bank premises and
     equipment, net                       7,819,063               7,995,072                7,918,597

    Cash surrender
     value of bank-
     owned life
     insurance                            8,202,185               7,992,697                7,921,419

    Other real estate
     owned                                        -                   -                1,140,547

    Accrued interest
     receivable and
     other assets                         5,942,915               7,056,100                7,092,505
                                          ---------               ---------                ---------

    Total assets                                     $358,123,660         $360,878,780          $339,948,328
                                                       ==========           ==========            ==========


    Liabilities and
     Shareholders'
     Equity
    ---------------

    Deposits:

    Noninterest-bearing                              $123,525,101         $120,900,110          $105,968,329

    Interest-bearing                    187,436,455               194,583,883                189,396,041
                                        -----------               -----------                -----------

    Total deposits                      310,961,556               315,483,993                295,364,370

    Accrued interest
     payable and other
     liabilities                          4,559,647               4,398,621                4,327,420

    Junior subordinated
     deferrable
     interest
     debentures                           3,093,000               3,093,000                3,093,000
                                          ---------               ---------                ---------

    Total liabilities                   318,614,203               322,975,614                302,784,790
                                        -----------               -----------                -----------


    Commitments and
     contingencies


    Shareholders'
     equity:

    Common stock                         27,905,468               28,080,655                27,704,938

    Retained earnings                    11,545,209               8,763,327                8,346,229

    Accumulated other
     comprehensive
     income, net of
     taxes                                   58,780               1,059,184                1,112,371
                                             ------               ---------                ---------

    Total shareholders'
     equity                              39,509,457               37,903,166                37,163,538
                                         ----------               ----------                ----------


                  Total liabilities
                   and shareholders'
                   equity                            $358,123,660         $360,878,780          $339,948,328
                                                       ==========           ==========            ==========

                                                                                                                                     
                                                                                                                                     
                                               CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                                                                                                                     
                                                              (UNAUDITED)
                                                                                                                                     
                                                                                                                                     
                                                                                                                                                                                        
                                                                                                                                       For the Three
                                                                                                                                           Months                  For the Nine Months
                                                                                                                                                                                        
                                                                                                                                      Ended September
                                                                                                                                            30,                    Ended September, 30
                                                                                                                                                                   -------------------
                                                                                                                                                                                                                         
                                                                                                                                                 2013                             2012             2013            2012
                                                                                                                                                 ----                             ----             ----            ----
                                                                                                                                                                                                                         
    Interest Income:
                                                                                                                                                                                                                                                       
    Interest and fees on loans                                                                                                                         $3,190,213                            $3,265,028                  $9,494,359        $9,838,590
                                                                                                                                                                                                         
    Interest on investment securities:
                                                                                                                                                                                                                         
    Taxable                                                                                                                                   201,398                          165,654          460,267         538,509
                                                                                                                                                                                                                         
    Exempt from Federal income taxes                                                                                                          176,866                          180,863          512,107         589,526
                                                                                                                                                                                                                         
    Interest on deposits in banks                                                                                                              20,889                           16,913           82,887          61,822
                                                                                                                                               ------                           ------           ------          ------
                                                                                                                                                                                                                         
    Total interest income                                                                                                                   3,589,366                        3,628,458       10,549,620      11,028,447
                                                                                                                                            ---------                        ---------       ----------      ----------
                                                                                                                                                                                                                         
                                                                                                                                                                                                                         
    Interest Expense:
                                                                                                                                                                                                                         
    Interest on deposits                                                                                                                      172,911                          235,920          570,525         738,026
                                                                                                                                                                                                                         
    Interest on short-term debt                                                                                                                     -                                5                -             173
                                                                                                                                                                                                                         
       Interest on junior subordinated
        deferrable interest debentures                                                                                                         28,209                           29,688           84,082          89,369
                                                                                                                                               ------                           ------           ------          ------
                                                                                                                                                                                                                         
               Total interest expense                                                                                                         201,120                          265,613          654,607         827,528
                                                                                                                                              -------                          -------          -------         -------
                                                                                                                                                                                                                         
                                                                                                                                                                                                                         
                  Net interest income before
                   reversal of provision for loan
                   losses                                                                                                                   3,388,246                        3,362,845        9,895,013      10,200,879
                                                                                                                                                                                                                         
                                                                                                                                                                                                                         
    Reversal of provision for loan
     losses                                                                                                                                         -                                -       (1,500,000)              -
                                                                                                                                                  ---                              ---        ---------             ---
                                                                                                                                                                                                                         
                  Net interest income after
                   reversal of provision for loan
                   losses                                                                                                                   3,388,246                        3,362,845       11,395,013      10,200,879
                                                                                                                                            ---------                        ---------       ----------      ----------
                                                                                                                                                                                                                         
                                                                                                                                                                                                                         
    Non-Interest Income:
                                                                                                                                                                                                                         
    Service charges                                                                                                                           164,122                          170,141          477,476         523,808
                                                                                                                                                                                                                         
    Gain on sale of available-for-
     sale investment securities, net                                                                                                                -                                -          125,926         152,224
                                                                                                                                                                                                                         
    Gain on sale of other real estate                                                                                                               -                            1,208                -           1,208
                                                                                                                                                                                                                         
    Mortgage loan brokerage fees                                                                                                               14,370                           38,974           44,487          59,976
                                                                                                                                                                                                                         
    Earnings on cash surrender value
     of life insurance policies                                                                                                                78,046                           81,365          233,524         249,009
                                                                                                                                                                                                                         
    Other                                                                                                                                      90,700                           57,228          224,021         182,634
                                                                                                                                               ------                           ------          -------         -------
                                                                                                                                                                                                                         
             Total non-interest income                                                                                                        347,238                          348,916        1,105,434       1,168,859
                                                                                                                                              -------                          -------        ---------       ---------
                                                                                                                                                                                                                         
                                                                                                                                                                                                                         
    Non-Interest Expense:
                                                                                                                                                                                                                         
    Salaries and employee benefits                                                                                                          1,420,927                        1,461,406        4,367,768       4,488,822
                                                                                                                                                                                                                         
    Occupancy and equipment                                                                                                                   382,388                          354,921        1,107,887         992,898
                                                                                                                                                                                                                         
    Other                                                                                                                                     641,290                          683,082        2,064,572       2,077,412
                                                                                                                                              -------                          -------        ---------       ---------
                                                                                                                                                                                                                         
             Total non-interest expense                                                                                                     2,444,605                        2,499,409        7,540,227       7,559,132
                                                                                                                                            ---------                        ---------        ---------       ---------
                                                                                                                                                                                                                         
                                                                                                                                                                                                                         
             Income before provision for
              income taxes                                                                                                                  1,290,879                        1,212,352        4,960,220       3,810,606
                                                                                                                                                                                                                         
                                                                                                                                                                                                                         
    Provision for income taxes                                                                                                                386,000                          373,000        1,681,000       1,220,000
                                                                                                                                              -------                          -------        ---------       ---------
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                       
                Net income                                                                                                                               $904,879                              $839,352                  $3,279,220        $2,590,606
                                                                                                                                                                                                                         
                Dividends accrued and discount
                 accreted on preferred shares                                                                                                       -                                -                -          93,209
                                                                                                                                                  ===                              ===              ===          ======
                                                                                                                                                                                                                                                       
                Net income available to common
                 shareholders                                                                                                                            $904,879                              $839,352                  $3,279,220        $2,497,397
                                                                                                                                                         ========                              ========                                      ========
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                       
    Basic earnings per share                                                                                                                                $0.32                                 $0.30                       $1.17             $0.90
                                                                                                                                                            =====                                 =====                       =====             =====
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                       
    Diluted earnings per share                                                                                                                              $0.32                                 $0.30                       $1.16             $0.89
                                                                                                                                                            =====                                 =====                       =====             =====
                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                       
    Cash dividends paid per common
     share                                                                                                                                                  $0.06                                 $0.04                       $0.12             $0.08
                                                                                                                                                            =====                                 =====                       =====             =====
                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                         
                                                                                                                                                                                                                         
                                                                                 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                                                                                                                                                                                                         
                                                                                                        (UNAUDITED)
                                                                                                                                                                                                                         
                                                                  For the Years Ended December 31, 2011 and 2012 and Nine Months Ended September 30, 2013
                                                                                                                                                                                                                         
                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                         Accumulated
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                            Other
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                        Comprehensive
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                            Income
                                                                                                                                                                                                                                                                                                                                            (Loss)
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                           (Net of
                                                                                                                                                                                                                                                                                                                                            Taxes)
                                                                                                                                                                                                                                                                                                                                          --------
                                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                                            Total
                                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                                        Shareholders'
                                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                                                           Equity
                                                                                                                                                                                                                                                                                                                                                           ------
                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                         Preferred Stock         Common Stock
                                                                                                                                                                                                                         ---------------         ------------
                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                        Retained
                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                        Earnings
                                                                                                                                                                                                                                                                                                                        --------
                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                              Shares                Amount                       Shares                  Amount
                                                                                                                                                                                                                              ------                ------                       ------                  ------
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                     
    Balance, January 1, 2011                                                                                                                                                                                                       8,085                           $7,821,800              2,630,480                   $26,137,158                         $4,831,883                   $(41,149)       $38,749,692
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                    
    Net income                                                                                                                                                                                                                                                                                                           3,103,979                                       3,103,979
                                                                                                                                                                                                                                                                                                      
    Other comprehensive income                                                                                                                                                                                                                                                    855,670    855,670
                                                                                                                                                                                                                                                                                                                                                                                    
    Dividend and accretion on
     preferred stock
                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                  77,000                                                                 (494,346)                           (417,346)
                                                                                                                                                                                                                                                                                                                                                                                    
    Stock dividend                                                                                                                                                                                                                                                                131,243               1,181,187       (1,181,187)
                                                                                                                                                                                                                                                                                                                                                                                    
    Cash paid for fractional shares                                                                                                                                                                                                                                                                                         (2,529)                 -                       (2,529)
                                                                                                                                                                                                                                                                                                                                                                                    
    Restricted stock grant                                                                                                                                                                                                                                                          2,927
                                                                                                                                                                                                                                                                                                                                                                                    
    Stock options exercised and
     related tax benefit
                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                           19,943                 117,000                                                     117,000
                                                                                                                                                                                                                                                                                                                                                                                    
    Stock-based compensation
     expense                                                                                                                                                                                                                                                                                               98,946                                                           98,946
                                                                                                                                                                                                                                                                                                           ------                                                           ------
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                    
    Balance, December 31, 2011                                                                                                                                                                                                     8,085               $7,898,800               2,784,593             $27,534,291       $6,257,800           $814,521                  $42,505,412
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                    
    Net income                                                                                                                                                                                                                                                                                                           3,232,906            244,663                    3,232,906
                                                                                                                                                                                                                                                                                                                                                                                    
    Other comprehensive income                                                                                                                                                                                                                                                                                                                                             244,663
                                                                                                                                                                                                                                                                                                                                                                                    
    Dividend and accretion on
     preferred stock
                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                 186,200                                                                 (279,409)                            (93,209)
                                                                                                                                                                                                                                                                                                                                                                                    
    Preferred stock repurchased                                                                                                                                                                                                   (8,085)              (8,085,000)                                                                                                     (8,085,000)
                                                                                                                                                                                                                                                                                                                                                                                    
    Cash dividends $0.16 per common
     share                                                                                                                                                                                                                                                                                                                (447,970)                                       (447,970)
                                                                                                                                                                                                                                                                                                                                                                                    
    Stock options exercised and
     related tax benefit
                                                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                           30,443                 272,248                                                     272,248
                                                                                                                                                                                                                                                                                                                                                                                    
    Stock-based compensation
     expense                                                                                                                                                                                                                                                                                              274,116                                                          274,116
                                                                                                                                                                                                                                                                                                          -------                                                          -------
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                    
    Balance, December 31, 2012                                                                                                                                                                                                         -     $                  -               2,815,036             $28,080,655       $8,763,327         $1,059,184                  $37,903,166
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                    
    Net income                                                                                                                                                                                                                                                                                                           3,279,220                                       3,279,220
                                                                                                                                                                                                                                                                                                                                                                                    
    Other comprehensive loss                                                                                                                                                                                                                                                                                                               (1,000,404)                 (1,000,404)
                                                                                                                                                                                                                                                                                                                                                                                    
    Cash dividends $0.12 per Common
     share                                                                                                                                                                                                                                                                                                                (335,694)                                       (335,694)
                                                                                                                                                                                                                                                                                                                                                                                    
    Common stock repurchased                                                                                                                                                                                                                                                      (44,700)               (440,636)        (161,644)                                       (602,280)
                                                                                                                                                                                                                                                                                                                                                                                    
    Stock options exercised and
     related tax benefit                                                                                                                                                                                                                                                           13,893                 153,576                                                          153,576
                                                                                                                                                                                                                                                                                                                                                                                    
    Stock-based compensation
     expense                                                                                                                                                                                                                                                                                              111,873                                                          111,873
                                                                                                                                                                                                                                                                                                          -------                                                          -------
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                    
    Balance, September 30, 2013                                                                                                                                                                                                        -     $                  -               2,784,229             $27,905,468      $11,545,209            $58,780                  $39,509,457
                                                                                                                                                                                                                                     ===               ==========               =========             ===========      ===========            =======                  ===========
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                        

SOURCE Valley Commerce Bancorp