Private company

Village Bank & Trust Financial Corp.

American state commercial bank based in Midlothian, incorporated in Virginia2

In its 2025 annual report the company says: “The Company is the holding company of and successor to the Bank.”5

Last updated Oct 20, 2026.

Overview

  • IndustryState Commercial Banks2
  • HeadquartersMidlothian, United States2
  • Incorporated inVA3
  • Business address13319 Midlothian Turnpike, Midlothian, Va 231133
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formStock Corporation2
  • LEI549300NIJITDSZ8M7H322
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressc/o BENJAMIN A MCCALL, WILLIAMS MULLEN, 200 S. 10TH ST., SUITE 1600, 23219 Richmond, United States2
  • Registered withState Corporation Commission, 059037862

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Village Bank and Trust Financial Corp. (“Company”) was incorporated in January 2003 and was organized under the laws of the Commonwealth of Virginia as a bank holding company. The Company has three wholly owned subsidiaries: Village Bank (the “Bank”), Southern Community Financial Capital Trust I, and Village Financial Statutory Trust II. The Bank has one active wholly owned subsidiary: Village Bank Mortgage Corporation (the “Mortgage Company”), a full service mortgage banking company. The Company is the holding company of and successor to the Bank. Effective April 30, 2004, the Company acquired all of the outstanding stock of the Bank in a statutory share exchange transaction. Unless the context suggest otherwise, the terms “we”, “us” and “our” refer collectively to the Company, the Bank, and the Mortgage Company.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

15.3%Net margin6
20.2%Revenue growth, 20246
9.5%Return on equity6
$4.3MFree cash flow6

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Other costs54¢$24.7M
  • Interest27¢$12.6M
  • Income tax4¢$1.6M
  • Profit15¢$7.0M

Out of $46.0M in revenue.6

Where each dollar of operating cash went, fiscal 2024

  • Capital spending7¢$307.0K
  • Dividends paid23¢$1.1M
  • Kept or used elsewhere70¢$3.3M

Out of $4.6M of cash from operations.6

Financial statements

Revenue78910116$46.0M in 2024+58% since 2018
0$20.0M$40.0M$60.0M2018: $29.0M$29.0M20182019: $33.3M$33.3M2019+15%2020: $41.4M$41.4M2020+24%2021: $43.0M$43.0M2021+4%2022: $34.1M$34.1M2022−21%2023: $38.2M$38.2M2023+12%2024: $46.0M$46.0M2024+20%
Net income78910116$7.0M in 2024+131% since 2018
0$5.0M$10.0M$15.0M2018: $3.0M$3.0M20182019: $4.5M$4.5M2019+47%2020: $8.6M$8.6M2020+91%2021: $12.5M$12.5M2021+46%2022: $8.3M$8.3M2022−33%2023: $1.9M$1.9M2023−77%2024: $7.0M$7.0M2024+266%
Fiscal year2018201920202021202220232024
Revenue$29.0M7$33.3M8$41.4M9$43.0M10$34.1M11$38.2M6$46.0M6
Operating expenses$27.1M10$23.8M11$36.1M6$37.3M6
Interest$3.9M7$5.3M8$4.4M9$2.2M10$1.8M11$8.0M6$12.6M6
Income before tax$15.9M10$10.3M11$2.2M6$8.7M6
Income tax$693.0K7$1.2M8$2.5M9$3.4M10$2.0M11$247.0K6$1.6M6
Net income$3.0M7$4.5M8$8.6M9$12.5M10$8.3M11$1.9M6$7.0M6
Earnings per share$2.047$3.108$5.869$8.4810$5.6211$1.296$4.696
Earnings per share (diluted)$2.047$3.108$5.869$8.4810$5.6211$1.296$4.696
Shares (weighted, basic)1.5M shares101.5M shares111.5M shares61.5M shares6
Shares (weighted, diluted)1.5M shares101.5M shares111.5M shares61.5M shares6

Compare Village Bank & Trust Financial Corp. with another company

Corporate structure

Village Bank & Trust Financial Corp. sits at the top of its group. 7 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Village Bank & Trust Financial Corp.

  • LEHMAN KENNETH R Filed SC 13D/A on Village Bank & Trust Financial Corp., latest Sep 25, 2024
  • Village Bank & Trust Financial Corp. Midlothian, Virginia, United States
    • Southern Community Financial Capital Trust I Subsidiary · Virginia, United States
    • Village Bank Subsidiary · Virginia, United States
    • Village Bank Mortgage Corporation Subsidiary · Virginia, United States
    • Village Financial Services Corporation Subsidiary · Virginia, United States
    • Village Financial Statutory Trust II Subsidiary · Virginia, United States
    • Village Insurance Agency, Inc. Subsidiary · Virginia, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Village Bank & Trust Financial Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$24.6M6 Dec 31, 2024$24.3M6 Dec 31, 2023+1.3%
Accumulated depreciation$13.2M6 Dec 31, 2024$12.5M6 Dec 31, 2023+5.3%
Property and equipment, net$11.4M6 Dec 31, 2024$11.8M6 Dec 31, 2023−3.0%
Operating-lease assets (leased space)$530.0K6 Dec 31, 2024$818.0K6 Dec 31, 2023−35.2%

Investments

ItemLatestA year beforeChange
Loans, net of allowance$615.8M6 Dec 31, 2024$572.4M6 Dec 31, 2023+7.6%
Deposits held (banks)$619.4M6 Dec 31, 2024$605.3M6 Dec 31, 2023+2.3%

Properties, in its own words

Our executive and administrative offices are owned by the Bank and are located at 13319 Midlothian Turnpike, Midlothian, Virginia 23113 in Chesterfield County. The current location also houses the principal office of the Mortgage Company.

In addition to its executive offices, the Bank owns six full service branch buildings including the land and leases an additional three full service branch buildings. Three of our branch offices are located in Chesterfield County, with two branch offices in Hanover County, one in Henrico County, one in Powhatan County, one in the city of Richmond and one in James City County.

The rest of Item 2

Our properties are maintained in good operating condition and we believe they are suitable and adequate for our operational needs. Management believes that, upon expiration of each of the Company’s leases, it will be able to extend the lease on satisfactory terms or relocate to another acceptable location.

Item 2 of the 10-K filed Mar 26, 2025.5

Leadership

Who has led Village Bank & Trust Financial Corp., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Thomas W. Winfree2007–2014
  2. James Clifton Winn2019–2023
  3. James E. Hendricks Jr.2020–2025

President

  1. Thomas W. Winfree2007–2013
  2. James Clifton Winn2018–2025
  3. James E. Hendricks Jr.2020–2025

Chief financial officer

  1. C. Harril Whitehurst Jr.2006–2018
  2. Donald M. Kaloski Jr.2018–2025

Chief operating officer

  1. Raymond E. Sanders2006–2016
  2. James E. Hendricks Jr.2018–2020
2010201520202025
Board members and other officers (34)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Southern Community Financial Capital Trust I Virginia4
  • Village Bank Virginia4
  • Village Bank Mortgage Corporation Virginia4
  • Village Financial Services Corporation Virginia4
  • Village Financial Statutory Trust II Virginia4
  • Village Insurance Agency, Inc. Virginia4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Southern Community Financial Corp.May 17, 2004 to Jul 26, 20053

Timeline

  1. Apr 1, 20258-K Completed an acquisition or sale; Listing notice or transfer; Change to shareholders' rights56
  2. Feb 25, 20258-K Other events57
  3. Jan 31, 20258-K Results of operations58
  4. Dec 19, 20248-K Shareholder vote59
  5. Nov 19, 20248-K Other events60
  6. Oct 25, 20248-K Results of operations61
  7. Sep 25, 20248-K Entered a material agreement; Other events62
  8. Sep 24, 20248-K Other events63
  9. Aug 27, 20248-K Other events64
  10. Jul 24, 20248-K Results of operations65
  11. May 21, 20248-K Shareholder vote; Other events66
  12. May 21, 20248-K Other events67
  13. Aug 26, 2020New chief executive James E. Hendricks Jr. becomes CEO15
  14. Jul 17, 2019New chief executive James Clifton Winn becomes CEO16
  15. Jun 6, 2007New chief executive Thomas W. Winfree becomes CEO17
  16. Jan 27, 2003Founded Village Bank & Trust Financial Corp. is founded2

Calendar

When it reported results

  1. Jan 31, 2025Reported quarterly or annual results58
  2. Oct 25, 2024Reported quarterly or annual results61
  3. Jul 24, 2024Reported quarterly or annual results65
  4. Apr 26, 2024Reported quarterly or annual results68
  5. Jan 25, 2024Reported quarterly or annual results69
  6. Oct 26, 2023Reported quarterly or annual results70
  7. Jul 25, 2023Reported quarterly or annual results71
  8. Apr 28, 2023Reported quarterly or annual results72

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

214 filings to the SEC since October 2021: 4 annual reports, 10 quarterly reports, 42 major events, 128 insider forms, 1 large holders, 29 other. The latest 20:

  1. Apr 11, 202515-12G EDGAR
  2. Apr 9, 2025EFFECT EDGAR
  3. Apr 7, 2025S-8 POS EDGAR
  4. Apr 7, 2025S-8 POS EDGAR
  5. Apr 7, 2025S-8 POS EDGAR
  6. Apr 7, 2025S-8 POS EDGAR
  7. Apr 7, 2025S-8 POS EDGAR
  8. Apr 7, 2025S-8 POS EDGAR
  9. Apr 7, 2025POS AM EDGAR
  10. Apr 2, 20254 PRIMARY DOCUMENT EDGAR
  11. Apr 2, 20254 PRIMARY DOCUMENT EDGAR
  12. Apr 2, 20254 PRIMARY DOCUMENT EDGAR
  13. Apr 2, 20254 PRIMARY DOCUMENT EDGAR
  14. Apr 2, 20254 PRIMARY DOCUMENT EDGAR
  15. Apr 2, 20254 PRIMARY DOCUMENT EDGAR
  16. Apr 2, 20254 PRIMARY DOCUMENT EDGAR
  17. Apr 2, 20254 PRIMARY DOCUMENT EDGAR
  18. Apr 2, 20254 PRIMARY DOCUMENT EDGAR
  19. Apr 2, 20254 PRIMARY DOCUMENT EDGAR
  20. Apr 2, 20254 PRIMARY DOCUMENT EDGAR

The 214 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

6 open-market trades by officers, directors and large owners since October 2021: 6 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 4, 2024Barzel Roy IEVP-Chief Credit OfficerBuy523$40.30$21.1KForm 4
Mar 1, 2024Barzel Roy IEVP-Chief Credit OfficerBuy273$40.30$11.0KForm 4
Feb 26, 2024Barzel Roy IEVP-Chief Credit OfficerBuy800$41.00$32.8KForm 4
Feb 23, 2024Barzel Roy IEVP-Chief Credit OfficerBuy400$41.45$16.6KForm 4
Nov 16, 2023Sanderson Selena TrudyDirectorBuy250$39.83$10.0KForm 4
Feb 3, 2022Kastelberg Mary MargaretDirectorBuy200$58.93$11.8KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How Village Bank & Trust Financial Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARVillage Bank & Trust Financial Corp.1
  • CIK0001290476
  • Employer ID (EIN)16-16946025
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inVirginia5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6022 State Commercial Banks1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address13319 Midlothian Turnpike, Midlothian, VA 231131
  • Phone804-897-39001
  • Shares outstanding1,498,097 shares as of Mar 15, 20255
  • Public float$27.4M as of Jun 30, 20245
  • AuditorYount, Hyde & Barbour, P.C., Richmond, Virginia PCAOB ID 613; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMay 17, 20041
  • Filings934 in all: 4 (477), 8-K (188), 10-Q (54), 3 (23), 4/A (23), 5 (22), 10-K (20), DEF 14A (20)1
    All 44 form types

    DEFA14A (18), 10QSB (9), S-8 POS (7), 425 (6), S-8 (6), 8-K/A (5), CORRESP (5), UPLOAD (5), ARS (4), EFFECT (4), PRE 14A (4), SC 13D/A (4), D (3), 11-K (2), FWP (2), NT 10-Q (2), S-1/A (2), 10-Q/A (1), 10KSB (1), 10KSB/A (1), 15-12G (1), 25-NSE (1), 3/A (1), 424B3 (1), 424B4 (1), 8-K12G3 (1), DEFM14A (1), NT 10-K (1), POS AM (1), PREM14A (1), S-1 (1), S-3 (1), S-4 (1), S-4/A (1), SC 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 26, 2025
    Quarterly report (10-Q) Nov 12, 2024
    Proxy statement (DEF 14A) Apr 9, 2024
    Latest 8-K (8-K) Apr 1, 2025

Securities registered for trading

ClassSymbolExchange
Common Stock, $4.00 par valueVBFCThe Nasdaq Stock Market

From the cover page of the 10-K filed Mar 26, 2025 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Village Bank & Trust Financial Corp. names in Item 1A of its 10-K filed Mar 26, 2025: 43 risks under these headings, as written.5

  • The Merger with TowneBank may distract management of the Company from its other responsibilities.
  • Termination of the Agreement with TowneBank could negatively impact the Company.
  • The Agreement with TowneBank limits the ability of the Company to pursue alternatives to the Merger.
  • The Company will be subject to business uncertainties and contractual restrictions while the Merger is pending.
  • Shareholder litigation could prevent or delay the completion of the Merger or otherwise negatively impact the Company’s business, financial condition and results of operations.
  • Risk Related to the Company’s Lending Activities
  • Our credit standards and on-going credit assessment processes might not protect us from significant credit losses.
  • Our allowance for credit losses may be insufficient.
  • Nonperforming assets take significant time to resolve and adversely affect our results of operations and financial condition.
  • We have a high concentration of loans secured by real estate, and a downturn in the local real estate market could materially and negatively affect our business.
  • A portion of our loan portfolio consists of construction and land development loans, and a decline in real estate values and economic conditions would adversely affect the value of the collateral securing the loans and have an adverse effect on our financial condition.
  • We have a significant concentration of credit exposure in commercial real estate, and loans with this type of collateral are viewed as having more risk of default.
The other 32 risks
  • Our focus on lending to small to mid-sized community-based businesses may increase our credit risk.
  • We rely upon independent appraisals to determine the value of the real estate which secures a significant portion of our loans, and the values indicated by such appraisals may not be realizable if we are forced to foreclose upon such loans.
  • We are exposed to risk of environmental liabilities with respect to properties to which we take title.
  • Risk Related to Market Interest Rates
  • Risks Related to the Company’s Business, Industry and Markets
  • We face strong and growing competition from financial services companies and other companies that offer banking and other financial services, which could negatively affect our business.
  • Consumers may decide not to use banks to complete their financial transactions.
  • Our ability to operate profitably may be dependent on our ability to integrate or introduce various technologies into our operations.
  • Changes in economic conditions, especially in the areas in which we conduct operations, could materially and negatively affect our business.
  • We may be adversely impacted by changes in market conditions.
  • Our mortgage banking revenue is cyclical and is sensitive to the level of interest rates, changes in economic conditions, decreased economic activity, and slowdowns in the housing market, any of which could adversely impact our profits.
  • Risk Related to Liquidity
  • Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.
  • Unrealized losses in our securities portfolio could affect liquidity.
  • Risk Related to the Company’s Operations
  • We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect our operations.
  • The success of our strategy depends on our ability to identify and retain individuals with experience and relationships in our markets.
  • If we are unable to successfully implement and manage our growth strategy, our results of operations and financial condition may be adversely affected.
  • We are subject to a variety of operational risks, including reputational risk, legal and compliance risk, and the risk of fraud or theft by employees or outsiders.
  • The soundness of other financial institutions could adversely affect us.
  • Failure to maintain effective systems of internal and disclosure control could have a material adverse effect on our results of operation and financial condition.
  • We depend on the accuracy and completeness of information about clients and counterparties and our financial condition could be adversely affected if we rely on misleading information.
  • We rely on other companies to provide key components of our business infrastructure.
  • Our information systems may experience an interruption or breach in security.
  • Risk Related to the Company’s Regulatory Environment
  • Changes in accounting standards could impact reported earnings.
  • We operate in a highly regulated industry and the laws and regulations that govern our operations, corporate governance, executive compensation and financial accounting, or reporting, including changes in them or our failure to comply with them, may adversely affect us.
  • Regulatory capital standards may have an adverse effect on our profitability, lending, and ability to pay dividends on our securities.
  • Scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to environmental, social and governance (“ESG”) practices may impose additional costs on us or expose us to new or additional risks.
  • Risk Related to the Company’s Common Stock
  • Our common stock is thinly traded which may limit the ability of shareholders to sell their shares and may increase price volatility.
  • Our ability to pay dividends is limited, and we may be unable to pay future dividends.
  • If we fail to pay interest on or otherwise default on our subordinated notes and subordinated debt securities, we will be prohibited from paying dividends or distributions on our common stock.
  • Our governing documents and Virginia law contain anti-takeover provisions that could negatively impact our shareholders.
  • Our largest shareholder, Kenneth R. Lehman, has significant influence over our business through his share ownership and his interests may not align with the interests of other holders of our common stock.
  • If Mr. Lehman acquires more than 66.67% of the Company’s outstanding shares of common stock, it will cause the acceleration of benefits under certain of our employment and benefit agreements, which will cause us to incur additional compensation expenses.
  • Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business.
  • Severe weather, natural disasters, acts of war or terrorism, trade restrictions and tariffs, public health issues, and other external events could significantly impact our business.

Legal proceedings

In the ordinary course of its operations, the Company is a party to various legal proceedings. As of the date of this report, there are no pending or threatened proceedings against the Company that, if determined adversely, would have a material effect on the business, results of operations, or financial position of the Company.

The opening of Item 3, Legal Proceedings.5

Sources

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