Edgar Filing: SOUTHWEST GEORGIA FINANCIAL CORP

Loans With

Predetermined

Loans With

Floating Rates

(Dollars in thousands)

Commercial, financial,

agricultural and construction

U.S. Securities and Exchange Commission

Washington, D. C. 20549

Form 10-K

[ X ] Annual report pursuant to section 13 or 15(d) of the Securities

Exchange Act of 1934

For the fiscal year ended December 31, 2012

[ ] Transition report pursuant to section 13 or 15(d) of the Securities

Exchange Act of 1934

For the transition period from _____ to _____ .

Commission file number 1-12053

Southwest Georgia Financial Corporation

(Exact Name of Corporation as specified in its charter)

Georgia		58-1392259
(State Or Other Jurisdiction Of		(I.R.S. Employer
Incorporation Or Organization)		Identification No.)

201 First Street, S.E.
Moultrie, Georgia		31768
(Address of Principal Executive Offices)		(Zip Code)

(Corporation’s telephone number, including area code) (229) 985-1120

Securities registered pursuant to Section 12(b) of this Act:

Common Stock $1 Par Value		NYSE MKT
(Title of each class)		(Name of each exchange on
		which registered)

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X ]

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

Aggregate market value of voting and non-voting stock held by nonaffiliates of the registrant as of June 30, 2012: $19,516,820 based on 1,951,682 shares at the price of $10.00 per share.

As of March 22, 2013, 2,547,837 shares of the $1.00 par value common stock of Southwest Georgia Financial Corporation were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement for the 2013 annual meeting of shareholders, to be filed with the Commission are incorporated by reference into Part III.

TABLE OF CONTENTS

PART I
	Item 1.	Business
	Item 1A.	Risk Factors
	Item 1B.	Unresolved Staff Comments
	Item 2.	Properties
	Item 3.	Legal Proceedings
	Item 4.	Mine Safety Disclosures

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

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

PART IV
	Item 15.	Exhibits and Financial Statement Schedules

PART I

ITEM 1. BUSINESS

Southwest Georgia Financial Corporation (the “Corporation”) is a Georgia bank holding company organized in 1980, which, in 1981, acquired 100% of the outstanding shares of Southwest Georgia Bank (the “Bank”). The Bank commenced operations as Moultrie National Bank in 1928. Currently, it is a FDIC insured, state-chartered bank.

The Corporation’s primary business is providing banking services through the Bank to individuals and businesses principally in Colquitt County, Baker County, Thomas County, Worth County, Lowndes County, and the surrounding counties of southwest Georgia. The Bank also operates Empire Financial Services, Inc. (“Empire”), a commercial mortgage banking firm located in Baldwin County. The Corporation’s executive office is located at 201 First Street, S. E., Moultrie, Georgia 31768, and its telephone number is (229) 985-1120.

All references herein to the Corporation include Southwest Georgia Financial Corporation, the Bank, and Empire, unless the context indicates a different meaning.

General

The Corporation is a registered bank holding company. All of the Corporation’s activities are currently conducted by the Bank and Empire. The Bank is community-oriented and offers such customary banking services as consumer and commercial checking accounts, NOW accounts, savings accounts, certificates of deposit, lines of credit, VISA business accounts, and money transfers. The Bank finances commercial and consumer transactions, makes secured and unsecured loans, and provides a variety of other banking services. The Bank has a trust and brokerage division that performs corporate, pension, and personal trust services and acts as trustee, executor, and administrator for estates and as administrator or trustee of various types of employee benefit plans for corporations and other organizations. Also, the trust and brokerage area has a securities sales department which offers full-service brokerage services through a third party service provider. The Bank operates Southwest Georgia Insurance Services Division, an insurance agency that offers property and casualty insurance, life, health, and disability insurance. Empire, a subsidiary of the Bank, offers commercial mortgage banking services.

Markets

The Corporation conducts banking activities in five counties in southwest and south central Georgia. The latest statistics were recorded in 2010. Population characteristics in these counties range from rural to more metropolitan. Our most recent and largest market is Lowndes County with a total population of 109,233 and the highest growth rate in our markets at 18.6% from 2000 to 2010. Due primarily to the location of a state university and a large air force base in Lowndes County, this market has a median age estimated at 29.9, younger than an average median age of 38.9 in the other four counties that the bank primarily serves. These counties, Colquitt, Worth, Thomas, and Baker, have an average total population of 28,837 and an average growth rate of (1.0)% from 2000 to 2010. Per capita income in Lowndes County was $20,040, slightly higher than an average of $18,822 for the rest of the bank’s markets.

Agriculture plays a major economic role in the bank’s markets. Colquitt, Worth, Thomas, Lowndes, and Baker Counties produce a large portion of our state’s crops, including cotton, peanuts, and a variety of vegetables.

Empire provides mortgage banking primarily for commercial properties throughout the southeastern United States.

Deposits

The Bank offers a full range of depository accounts and services to both consumers and businesses. At December 31, 2012, the Corporation’s deposit base, totaling $291,762,060, consisted of $68,071,346 in noninterest-bearing demand deposits (23.3% of total deposits), $106,014,298 in interest-bearing demand deposits including money market accounts (36.3% of total deposits), $25,988,297 in savings deposits (8.9% of total deposits), $55,097,669 in time deposits in amounts less than $100,000 (18.9% of total deposits), and $36,590,450 in time deposits of $100,000 or more (12.6% of total deposits).

Loans

The Bank makes both secured and unsecured loans to individuals, corporations, and other businesses. Both consumer and commercial lending operations include various types of credit for the Bank’s customers. Secured loans include first and second real estate mortgage loans. The Bank also makes direct installment loans to consumers on both a secured and unsecured basis. At December 31, 2012, consumer installment, real estate (including construction and mortgage loans), and commercial (including financial and agricultural) loans represented approximately 2.0%, 78.2% and 19.8%, respectively, of the Bank’s total loan portfolio.

Lending Policy

The current lending policy of the Bank is to offer consumer and commercial credit services to individuals and businesses that meet the Bank’s credit standards. The Bank provides each lending officer with written guidelines for lending activities. Lending authority is delegated by the Board of Directors of the Bank to loan officers, each of whom is limited in the amount of secured and unsecured loans which can be made to a single borrower or related group of borrowers.

The Loan Committee of the Bank’s Board of Directors is responsible for approving and monitoring the loan policy and providing guidance and counsel to all lending personnel. This committee also approves all extensions of credit over $300,000. The Loan Committee is composed of the Chief Executive Officer and President, and other executive officers of the Bank, as well as certain Bank directors.

Servicing and Origination Fees on Loans

The Corporation through its subsidiary, Empire, recognizes as income in the current period all loan origination and brokerage fees collected on loans closed for investing participants. Loan servicing fees are based on a percentage of loan interest paid by the borrower and are recognized over the term of the loan as loan payments are received. Empire does not directly fund any mortgages and acts as a service-oriented broker for participating mortgage lenders. Fees charged for continuing servicing fees are comparable with market rates. In 2012, Bank revenue received from mortgage banking services was $1,675,936 compared with $1,477,166 in 2011. All of this income was from Empire except for $354,375 in 2012 and $239,625 in 2011, which was mortgage banking income from the Bank.

Loan Review and Nonperforming Assets

The Bank regularly reviews its loan portfolio to determine deficiencies and corrective action to be taken. Loan reviews are prepared by the Bank’s loan review officer and presented periodically to the Board’s Loan Committee and the Audit Committee. Also, the Bank’s external auditors as well as an outside third party firm conduct independent loan review adequacy tests and their findings are included annually as part of the overall report to the Audit Committee and to the Board of Directors.

Certain loans are monitored more often by the loan review officer and the Loan Committee. These loans include non-accruing loans, loans more than 90 days past due, and other loans, regardless of size, that may be considered high risk based on factors defined within the Bank’s loan review policy.

Asset/Liability Management

The Asset/Liability Management Committee (“ALCO”) is charged with establishing policies to manage the assets and liabilities of the Bank. Its task is to manage asset growth, net interest margin, liquidity, and capital in order to maximize income and reduce interest rate risk. To meet these objectives while maintaining prudent management of risks, the ALCO directs the Bank’s overall acquisition and allocation of funds. At its monthly meetings, the ALCO reviews and discusses the monthly asset and liability funds budget and income and expense budget in relation to the actual composition and flow of funds; the ratio of the amount of rate sensitive assets to the amount of rate sensitive liabilities; the ratio of loan loss reserve to outstanding loans; and other variables, such as expected loan demand, investment opportunities, core deposit growth within specified categories, regulatory changes, monetary policy adjustments, and the overall state of the local, state, and national economy. The Bank’s Loan Committee oversees the ALCO.

Investment Policy

The Bank’s investment portfolio policy is to maximize income consistent with liquidity, asset quality, and regulatory constraints. The policy is reviewed periodically by the Board of Directors. Individual transactions, portfolio composition, and performance are reviewed and approved monthly by the Board of Directors.

Employees

The Bank had 120 full-time employees and five part-time employees at December 31, 2012. The Bank is not a party to any collective bargaining agreement, and the Bank believes that its employee relations are good.

Competition

The banking business is highly competitive. The Bank and Empire compete with other depository institutions and other financial service organizations, including brokers, finance companies, savings and loan associations, credit unions and certain governmental agencies. The Bank ranks fourth out of twenty-seven banks in a six county region (Baker, Brooks, Colquitt, Lowndes, Thomas, and Worth) in deposit market share.

Monetary Policies

The results of operations of the Bank are affected by credit policies of monetary authorities, particularly the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The instruments of monetary policy employed by the Federal Reserve include open market operations in U. S. Government securities, changes in the discount rate on bank borrowings, and changes in reserve requirements against bank deposits. In view of changing conditions in the national economy and in the money markets, as well as the effect of action by monetary and fiscal authorities, including the Federal Reserve, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand, or the business and earnings of the Bank.

Payment of Dividends

The Corporation is a legal entity separate and distinct from the Bank. Most of the revenue of the Corporation results from dividends paid to it by the Bank. There are statutory and regulatory requirements applicable to the payment of dividends by the Bank, as well as by the Corporation to its stockholders.

Under the regulations of the Georgia Department of Banking and Finance (“DBF”), dividends may not be declared out of the retained earnings of a state bank without first obtaining the written permission of the DBF, unless such bank meets all the following requirements:

	(a)		total classified assets as of the most recent examination of the bank do not exceed 80% of
			equity capital (as defined by regulation);

	(b)		the aggregate amount of dividends declared or anticipated to be declared in the calendar year
			does not exceed 50% of the net profits after taxes but before dividends for the previous
			calendar year; and

	(c)		the ratio of equity capital to adjusted assets is not less than 6%.

The payment of dividends by the Corporation and the Bank may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. In addition, if, in the opinion of the applicable regulatory authority, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending upon the financial condition of the bank, could include the payment of dividends), such authority may require, after notice and hearing, that such bank cease and desist from such practice. The Federal Deposit Insurance Corporation (the “FDIC”) has issued a policy statement providing that insured banks should generally only pay dividends out of current operating earnings. In addition to the formal statutes and regulations, regulatory authorities consider the adequacy of each of the Bank’s total capital in relation to its assets, deposits and other such items. Capital adequacy considerations could further limit the availability of dividends to the Bank. At December 31, 2012, net assets available from the Bank to pay dividends without prior approval from regulatory authorities totaled $1,000,186. For 2012, the Corporation’s cash dividend payout to stockholders was $407,655.

Supervision and Regulation

General.

The following is a brief summary of the supervision and regulation of the Corporation and the Bank as financial institutions and is not intended to be a complete discussion of all NYSE MKT (the “NYSE”), state or federal rules, statutes and regulations affecting their operations, or that apply generally to business corporations or NYSE listed companies. Changes in the rules, statutes and regulations applicable to the Corporation and the Bank can affect the operating environment in substantial and unpredictable ways.

The Corporation is a registered bank holding company subject to regulation by the Board of Governors of Federal Reserve under the Bank Holding Corporation Act of 1956, as amended (the “Act”). The Corporation is required to file annual and quarterly financial information with the Federal Reserve and is subject to periodic examination by the Federal Reserve.

The Act requires every bank holding company to obtain the Federal Reserve’s prior approval before (1) it may acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that it does not already control; (2) it or any of its non-bank subsidiaries may acquire all or substantially all of the assets of a bank; and (3) it may merge or consolidate with any other bank holding company. In addition, a bank holding company is generally prohibited from engaging in, or acquiring, direct or indirect control of the voting shares of any company engaged in non-banking activities. This prohibition does not apply to activities listed in the Act or found by the Federal Reserve, by order or regulation, to be closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the activities that the Federal Reserve has determined by regulation or order to be closely related to banking are:

	*		making or servicing loans and certain types of leases;
	*		performing certain data processing services;
	*		acting as fiduciary or investment or financial advisor;
	*		providing brokerage services;
	*		underwriting bank eligible securities;
	*		underwriting debt and equity securities on a limited basis through separately capitalized
			subsidiaries; and
	*		making investments in corporations or projects designed primarily to promote community
			welfare.

Although the activities of bank holding companies have traditionally been limited to the business of banking and activities closely related or incidental to banking (as discussed above), the Gramm-Leach-Bliley Act (the “GLB Act”) relaxed the previous limitations and permitted bank holding companies to engage in a broader range of financial activities. Specifically, bank holding companies may elect to become financial holding companies which may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. Among the activities that are deemed “financial in nature” include:

	*		lending, exchanging, transferring, investing for others or safeguarding money or securities;
	*		insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability, or
			death, or providing and issuing annuities, and acting as principal, agent, or broker with respect
			thereto;
	*		providing financial, investment, or economic advisory services, including advising an
			investment company;
	*		issuing or selling instruments representing interests in pools of assets permissible for a bank to
			hold directly; and
	*		underwriting, dealing in or making a market in securities.

A bank holding company may become a financial holding company under this statute only if each of its subsidiary banks is well capitalized, is well managed and has at least a satisfactory rating under the Community Reinvestment Act. A bank holding company that falls out of compliance with such requirement may be required to cease engaging in certain activities. Any bank holding company that does not elect to become a financial holding company remains subject to the bank holding company restrictions of the Act.

Under this legislation, the Federal Reserve Board serves as the primary “umbrella” regulator of financial holding companies with supervisory authority over each parent company and limited authority over its subsidiaries. The primary regulator of each subsidiary of a financial holding company will depend on the type of activity conducted by the subsidiary. For example, broker-dealer subsidiaries will be regulated largely by securities regulators and insurance subsidiaries will be regulated largely by insurance authorities.

The Corporation has no current plans to register as a financial holding company.

The Corporation must also register with the DBF and file periodic information with the DBF. As part of such registration, the DBF requires information with respect to the financial condition, operations, management and intercompany relationships of the Corporation and the Bank and related matters. The DBF may also require such other information as is necessary to keep itself informed as to whether the provisions of Georgia law and the regulations and orders issued thereunder by the DBF have been complied with, and the DBF may examine the Corporation and the Bank.

The Corporation is an “affiliate” of the Bank under the Federal Reserve Act, which imposes certain restrictions on (1) loans by the Bank to the Corporation, (2) investments in the stock or securities of the Corporation by the Bank, (3) the Bank’s taking the stock or securities of an “affiliate” as collateral for loans by the Bank to a borrower, and (4) the purchase of assets from the Corporation by the Bank. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of services.

The Bank is regularly examined by the FDIC. As a state banking association organized under Georgia law, the Bank is subject to the supervision and the regular examination of the DBF. Both the FDIC and DBF must grant prior approval of any merger, consolidation or other corporation reorganization involving the Bank.

Capital Adequacy.

Banks and bank holding companies are subject to various regulatory capital requirements administered by state and federal banking agencies. Capital adequacy guidelines involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.

The Federal Reserve and the FDIC have implemented substantially identical risk-based rules for assessing bank and bank holding company capital adequacy. These regulations establish minimum capital standards in relation to assets and off-balance sheet exposures as adjusted for credit risk. Banks and bank holding companies are required to have (1) a minimum level of Total capital to risk-weighted assets of 8%; and (2) a minimum Tier I capital to risk-weighted assets of 4%. In addition, the Federal Reserve and the FDIC have established a minimum 3% leverage ratio of Tier I capital to quarterly average total assets for the most highly-rated banks and bank holding companies. “Tier I capital” generally consists of common equity excluding unrecognized gains and losses on available for sale securities, plus minority interests in equity accounts of consolidated subsidiaries and certain perpetual preferred stock less certain intangibles. The Federal Reserve and the FDIC will require a bank holding company and a bank, respectively, to maintain a leverage ratio greater than 4% if either is experiencing or anticipating significant growth or is operating with less than well-diversified risks in the opinion of the Federal Reserve. The Federal Reserve and the FDIC use the leverage ratio in tandem with the risk-based ratio to assess the capital adequacy of banks and bank holding companies. The FDIC, the Office of the Comptroller of the Currency (the “OCC”) and the Federal Reserve consider interest rate risk in the overall determination of a bank’s capital ratio, requiring banks with greater interest rate risk to maintain adequate capital for the risk.

The “prompt corrective action” provisions of the Federal Deposit Insurance Act set forth five regulatory zones in which all banks are placed largely based on their capital positions. Regulators are permitted to take increasingly harsh action as a bank’s financial condition declines. Regulators are also empowered to place in receivership or require the sale of a bank to another depository institution when a bank’s tangible equity to total assets is 2% or below. Better capitalized institutions are generally subject to less onerous regulation and supervision than banks with lesser amounts of capital.

The FDIC has adopted regulations implementing the prompt corrective action provisions of the 1991 Act, which place financial institutions in the following five categories based upon capitalization ratios: (1) a “well capitalized” institution has a Total risk-based capital ratio of at least 10%, a Tier I risk-based ratio of at least 6% and a leverage ratio of at least 5%; (2) an “adequately capitalized” institution has a Total risk-based capital ratio of at least 8%, a Tier I risk-based ratio of at least 4% and a leverage ratio of at least 4%; (3) an “undercapitalized” institution has a Total risk-based capital ratio of under 8%, a Tier I risk-based ratio of under 4% or a leverage ratio of under 4%; (4) a “significantly undercapitalized” institution has a Total risk-based capital ratio of under 6%, a Tier I risk-based ratio of under 3% or a leverage ratio of under 3%; and (5) a “critically undercapitalized” institution has tangible assets to total equity of 2% or less. Institutions in any of the three undercapitalized categories would be prohibited from declaring dividends or making capital distributions. The FDIC regulations also establish procedures for “downgrading” an institution to a lower capital category based on supervisory factors other than capital.

The federal regulatory authorities’ risk-based capital guidelines are based upon the 1988 Capital Accord of the Basel Committee on Banking Supervision (the “Basel Committee”). The Basel Committee is a committee of central banks and bank supervisors/regulators from the major industrialized countries that develops broad policy guidelines for use by each country’s supervisors in determining the supervisory policies they apply. On December 17, 2009, the Basel Committee issued a set of proposals (the “Capital Proposals”) that would significantly revise the definitions of Tier I capital and Tier II capital, with the most significant changes being to Tier I capital. Most notably, the Capital Proposals would disqualify certain structured capital instruments, such as trust preferred securities, from Tier I capital status. The Capital Proposals would also re-emphasize that common equity is the predominant component of Tier I capital by adding a minimum common equity to risk-weighted assets ratio and requiring that goodwill, general intangibles and certain other items that currently must be deducted from Tier I capital instead be deducted from common equity as a component of Tier I capital. The Capital Proposals also leave open the possibility that the Basel Committee will recommend changes to the minimum Tier I capital and total risk-based capital ratios of 4.0% and 8.0%, respectively.

Concurrently with the release of the Capital Proposals, the Basel Committee also released a set of proposals related to liquidity risk exposure (the “Liquidity Proposals,” and together with the Capital Proposals, the “Basel III Proposals”). The Liquidity Proposals have three key elements, including the implementation of (i) a “liquidity coverage ratio” designed to ensure that a bank maintains an adequate level of unencumbered, high quality assets sufficient to meet the bank’s liquidity needs over a 30-day time horizon under an acute liquidity stress scenario, (ii) a “net stable funding ratio” designed to promote more medium and long-term funding of the assets and activities of banks over a one-year time horizon, and (iii) a set of monitoring tools that the Basel Committee indicates should be considered as the minimum types of information that banks should report to supervisors and that supervisors should use in monitoring the liquidity risk profiles of supervised entities.

On June 7, 2012, the federal regulatory authorities issued a series of proposed rules that would revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to make them consistent with Basel III Proposals and certain provisions of the Dodd-Frank Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The proposed rules would apply to all depository institutions and savings and loan holding companies and all bank holding companies with total consolidated assets of $500 million or more (“banking organizations”). Among other things, the proposed rules:

establish a new common equity tier 1 minimum capital requirement of 4.5%, a higher minimum Tier 1 capital to risk-weighted assets requirement of 6.0% and a higher total capital to risk-weighted assets of 8.0% that would be phased in and fully effective in 2015;

provide, to be considered “well-capitalized”, a new common equity tier 1 capital requirement of 6.5%, a higher Tier 1 capital to risk-weighted assets requirement of 8.0% and a higher Total capital to risk-weighted assets of 10.0% that would be phased in and fully effective in 2015;

stratify risk-weighting of mortgage loans from 35-200% and add 20% risk-weighting for short term unused loan commitments;

assign higher risk-weightings (150%) to credit exposures that are more than 90 days past due or are on nonaccrual status and certain “high volatility commercial real estate loans” that finance the acquisition, development or construction of real property;

contemplate that, for banking organizations with less than $15 billion in assets, the ability to treat trust preferred securities as Tier 1 capital would be phased out over a ten-year period;

require that unrealized gains and losses on certain securities holdings be included for purposes of calculating regulatory capital requirements; and

limit a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of an additional 2.5% of common equity Tier 1 capital in addition to the amount necessary to meet its minimum risk-based capital requirements that would be phased in and fully effective in 2019.

The proposed rules indicated that the final rule would become effective on January 1, 2013, and the changes set forth in the final rules will be phased in from January 1, 2013 through January 1, 2019; however, the agencies have recently stated that, due to the volume of public comments received, the final rule would not be in effect on January 1, 2013. The timing of the final rule is uncertain at this time.

While the Basel III Proposals only apply to larger financial institutions, changing regulatory capital requirements will likely result in generally higher regulatory capital standards for financial institutions of all sizes. Therefore, to continue to conduct its business as currently conducted, the Corporation and the Bank will need to maintain capital well above the minimum levels. As of December 31, 2012 and 2011, the most recent notifications from the FDIC categorized the Bank as “well capitalized” under current regulations.

Commercial Real Estate.

In December 2007, the federal banking agencies, including the FDIC, issued a final guidance on concentrations in commercial real estate lending, noting that recent increases in banks’ commercial real estate concentrations could create safety and soundness concerns in the event of a significant economic downturn. The guidance mandates certain minimal risk management practices and categorizes banks with defined levels of such concentrations as banks requiring elevated examiner scrutiny. Management believes that the Corporation’s credit processes and procedures meet the risk management standards dictated by this guidance.

Loans.

Inter-agency guidelines adopted by federal bank regulators mandate that financial institutions establish real estate lending policies with maximum allowable real estate loan-to-value limits, subject to an allowable amount of non-conforming loans as a percentage of capital.

Transactions with Affiliates.

Under federal law, all transactions between and among a state nonmember bank and its affiliates, which include holding companies, are subject to Sections 23A and 23B of the Federal Reserve Act and Regulation W promulgated thereunder. Generally, this law limits these transactions to a percentage of the bank’s capital and requires all of them to be on terms at least as favorable to the bank as transactions with non-affiliates. In addition, a bank may not lend to any affiliate engaged in non-banking activities not permissible for a bank holding company or acquire shares of any affiliate that is not a subsidiary. The FDIC is authorized to impose additional restrictions on transactions with affiliates if necessary to protect the safety and soundness of a bank. The regulations also set forth various reporting requirements relating to transactions with affiliates.

Financial Privacy.

In accordance with the GLB Act, federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to nonaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. The privacy provisions of the GLB Act affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors.

Anti-Money Laundering Initiatives and the USA Patriot Act.

A major focus of governmental policy on financial institutions in recent years has been aimed at combating terrorist financing. This has generally been accomplished by amending existing anti-money laundering laws and regulations. The USA Patriot Act of 2001 (the “USA Patriot Act”) has imposed significant new compliance and due diligence obligations, creating new crimes and penalties. The United States Treasury Department (“Treasury”) has issued a number of implementing regulations which apply to various requirements of the USA Patriot Act to the Corporation and the Bank. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. Failure of a financial institution to maintain and implement adequate programs to combat terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

The Dodd-Frank Act was enacted on July 21, 2010. The Dodd-Frank Act resulted in sweeping changes in the regulation of financial institutions aimed at strengthening the sound operation of the financial services sector. The Dodd-Frank Act includes the following provisions that, among other things:

	· Created a new Consumer Financial Protection Bureau with power to promulgate and enforce consumer protection laws. Smaller depository institutions, those with $10 billion or less in assets, will be subject to the Consumer Financial Protection Bureau’s rule-writing authority, and existing depository institution regulatory agencies will retain examination and enforcement authority for such institutions;
	· Established a Financial Stability Oversight Council chaired by the Secretary of the Treasury with authority to identify institutions and practices that might pose a systemic risk;
	· Implemented corporate governance revisions, including with regard to executive compensation and proxy access by stockholders, that apply to all companies whose securities are registered with the SEC, not just financial institutions;
	· Changed the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital;
	· Provided that interchange fees for debit cards will be set by the Federal Reserve under a restrictive “reasonable and proportional cost” per transaction standard. This provision is known as the “Durbin Amendment.” In June 2011, the Federal Reserve adopted regulations for banks with total assets exceeding $10 billion, setting the maximum permissible interchange fee as the sum of 21 cents per transaction and 5 basis points multiplied by the value of the transaction, with an additional adjustment of up to one cent per transaction if the issuer implements certain fraud-prevention standards. At this time it is uncertain whether this new fee structure will impact us;
	· Applied the same leverage and risk-based capital requirements that apply to insured depository institutions to most bank holding companies and require the FDIC and Federal Reserve to seek to make their respective capital requirements for state nonmember banks and bank holding companies countercyclical so that capital requirements increase in times of economic expansion and decrease in times of economic contraction;
	· Made permanent the $250,000 limit for federal deposit insurance and provides unlimited federal deposit insurance until December 31, 2012 for non-interest bearing transaction accounts at all insured depository institutions;
	· Repealed the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts; and
	· Required the regulatory agencies to adopt rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds), with implementation starting as early as July 2012. The statutory provision is commonly called the “Volcker Rule”. In October 2011, regulators proposed rules to implement the Volcker Rule that included an extensive request for comments on the proposal. Their implementation has been delayed into 2013. The proposed rules are highly complex, and many aspects of their application remain uncertain. Based on the proposed rules, we do not currently anticipate that the Volcker Rule will have a material effect on us or the Bank’s operations because neither entity engages in the businesses prohibited by the Volcker Rule.

Many aspects of the Dodd-Frank Act remain subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on us, our customers or the financial industry more generally.

Incentive Compensation.

In 2010, the federal banking agencies issued guidance on incentive compensation policies (the “Incentive Compensation Guidance”) intended to ensure that the incentive compensation policies of financial institutions do not undermine the safety and soundness of such institutions by encouraging excessive risk-taking. The Incentive Compensation Guidance, which covers all employees that have the ability to materially affect the risk profile of an institution, either individually or as part of a group, is based upon the key principles that a financial institution’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the institution ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the institution’s board of directors.

The Federal Reserve will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of financial institutions like ours that are not “large, complex banking organizations.” These reviews will be tailored to each financial institution based on the scope and complexity of the institution’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the financial institution’s supervisory ratings, which can affect the institution’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a financial institution if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the institution’s safety and soundness and the institution is not taking prompt and effective measures to correct the deficiencies.

The federal banking agencies have proposed rule-making implementing provisions of the Dodd-Frank Act to prohibit incentive-based compensation plans that expose “covered financial institutions” to inappropriate risks. Covered financial institutions are institutions that have over $1 billion in assets and offer incentive-based compensation programs. The proposed rules would:

	· provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks,
	· be compatible with effective internal controls and risk management, and
	· be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors and appropriate policies, procedures and monitoring.

The scope and content of banking regulators’ policies on executive compensation are continuing to develop and are likely to continue evolving in the near future. It cannot be determined at this time whether compliance with such policies will adversely affect our ability to hire, retain and motivate its key employees.

Fair Value.

The Corporation’s impaired loans and foreclosed assets may be measured and carried at “fair value”, the determination of which requires management to make assumptions, estimates and judgments. When a loan is considered impaired, a specific valuation allowance is allocated or a partial charge-off is taken, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. In addition, foreclosed assets are carried at the lower of cost or “fair value”, less cost to sell, following foreclosure. “Fair value” is defined by accounting principles generally accepted in the United States of America (“GAAP”) “as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date.” GAAP further defines an “orderly transaction” as “a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets; it is not a forced transaction (for example, a forced liquidation or distress sale).” Recently in the Bank’s markets there have been very few transactions in the type of assets which represent the vast majority of the Bank’s impaired loans and foreclosed properties which reflect “orderly transactions” as so defined. Instead, most transactions in comparable assets have been distressed sales not indicative of “fair value.” Accordingly, the determination of fair value in the current environment is difficult and more subjective than it would be in a stable real estate environment. Although management believes its processes for determining the value of these assets are appropriate factors and allow the Corporation to arrive at a fair value, the processes require management judgment and assumptions and the value of such assets at the time they are revalued or divested may be significantly different from management’s determination of fair value. Because of this increased subjectivity in fair value determinations, there is greater than usual grounds for differences in opinions, which may result in increased disagreements between management and the Bank’s regulators, disagreements which could impair the relationship between the Bank and its regulators.

Future Legislation.

Various legislation affecting financial institutions and the financial industry is from time to time introduced. Such legislation may change banking statutes and the operating environment of the Corporation and its subsidiaries in substantial and unpredictable ways, and could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance depending upon whether any of this potential legislation will be enacted, and if enacted, the effect that it or any implementing regulations would have on the financial condition or results of operations of the Corporation or any of its subsidiaries. The nature and extent of future legislative and regulatory changes affecting financial institutions is very unpredictable at this time.

Available Information

The Corporation is subject to the information requirements of the Securities Exchange Act of 1934, which means that it is required to file certain reports, proxy statements, and other information, all of which are available at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Copies of the reports, proxy statements, and other information may be obtained from the Public Reference Room of the SEC, at prescribed rates, by calling 1-800-SEC-0330. The SEC maintains an Internet website at www.sec.gov where reports, proxy, information and registration statements, and other information regarding corporations that file electronically with the SEC through the EDGAR system can be retrieved.

The Corporation’s Internet website address is www.sgfc.com.

Executive Officers of the Corporation

Executive officers are elected by the Board of Directors annually in May and hold office until the following May at the pleasure of the Board of Directors. The principal executive officers of the Corporation, Bank, and Empire and their ages, positions, and terms of office as of March 29, 2013, are as follows:

Name (Age)		Principal Position	Officer Since

DeWitt Drew		Chief Executive Officer and President of the	1999
	(56)	Corporation and Bank

John J. Cole, Jr.		Executive Vice President of the Corporation and	1984
	(63)	Chief Operating Officer, Executive Vice President
		and Cashier of the Bank

Jeffery E. Hanson		Executive Vice President of the Corporation and	2011
	(47)	Chief Banking Officer and Executive Vice President
		of the Bank

Randall L. (Andy) Webb, Jr.		Chief Credit Officer and Executive Vice President of	1994
	(64)	the Bank

George R. Kirkland		Senior Vice President and Treasurer of the	1991
	(62)	Corporation and Senior Vice President and
		Comptroller of the Bank

J. Larry Blanton		Senior Vice President of the Bank	2000
	(66)

Vayden (Sonny) Murphy, Jr.		Senior Vice President of the Bank	2006
	(60)

Danny E. Singley		Senior Vice President of the Bank	2002
	(58)

Jeffrey (Jud) Moritz		Senior Vice President of the Bank	2011
	(36)

David L. Shiver		Senior Vice President of the Bank	2006
	(63)

Charles R. Lemons		President and Chief Executive Officer of Empire	2007
	(61)

The following is a brief description of the business experience of the principal executive officers of the Corporation, Bank, and Empire. Except as otherwise indicated, each principal executive officer has been engaged in their present or last employment, in the same or similar position, for more than five years.

Mr. Drew is a director of Southwest Georgia Financial Corporation and Southwest Georgia Bank and was named President and Chief Executive Officer in May 2002. Previously, he served as President and Chief Operating Officer beginning in 2001 and Executive Vice President in 1999 of Southwest Georgia Financial Corporation and Southwest Georgia Bank.

Mr. Cole is a director of Southwest Georgia Financial Corporation and Southwest Georgia Bank and became Chief Operating Officer, Executive Vice President and Cashier of the Bank in 2011. Previously he was Executive Vice President and Cashier of the Bank and Executive Vice President of the Corporation since 2002. Prior to that, he had been Senior Vice President and Cashier of the Bank and Senior Vice President of the Corporation as well as serving other positions since 1984.

Mr. Hanson became Executive Vice President of the Corporation in 2012 and Chief Banking Officer and Executive Vice President of the Bank in 2011. Previously, he was employed by Park Avenue Bank in Valdosta, Georgia, as Valdosta Market President and various other positions since 1994.

Mr. Webb became Chief Credit Officer and Executive Vice President of the Bank in 2011. Previously, he had been Senior Vice President of the Bank since 1997 and Vice President since 1994 and, prior to that, Assistant Vice President of the Bank since 1984.

Mr. Kirkland became Senior Vice President and Treasurer of the Corporation and Senior Vice President and Comptroller of the Bank in 1993.

Mr. Blanton became Senior Vice President of the Bank in 2001. Previously, he had served as Vice President of the Bank since 2000 and in various other positions with the Bank since 1999.

Mr. Murphy became Senior Vice President of the Bank in 2007 and Vice President of the Bank in 2006. Previously, he had been Assistant Vice President of the Bank since 2000.

Mr. Singley was appointed President Moultrie Region and Senior Vice President of the Bank in 2011. Previously, he served as Senior Vice President of the Bank since 2008 and, prior to that, Vice President of the Bank since 2002.

Mr. Moritz became President Valdosta Region and Senior Vice President of the Bank in 2011. Previously, he was employed by Park Avenue Bank in Valdosta, Georgia, for five years and Regions Bank for five years.

Mr. Shiver became President Sylvester Region and Senior Vice President of the Bank in 2011. Previously, he had been Vice President of the Bank since 2006 and, prior to that, Assistant Vice President of the Bank since 2005.

Mr. Lemons became President and Chief Executive Officer of Empire in 2008 and served as Executive Vice President of Empire since 2007. Previously, he was employed by Branch Banking & Trust Co. from 1992 to 2006.

Table 1 - Distribution of Assets, Liabilities, and Stockholders’ Equity; Interest Rates and Interest Differentials

The following tables set forth, for the fiscal years ended December 31, 2012, 2011, and 2010, the daily average balances outstanding for the major categories of earning assets and interest-bearing liabilities and the average interest rate earned or paid thereon. Except for percentages, all data is in thousands of dollars.

	Year Ended December 31, 2012
	Average Balance			Interest		Rate
ASSETS	(Dollars in thousands)
Cash and due from banks	$	7,742		$	-		-	%

Earning assets:
Interest-bearing deposits with banks		23,735			60		0.25	%
Loans, net (a) (b) (c)		190,546			11,523		6.05	%
Certificates of deposit in other banks		1,457			20		1.37	%
Taxable investment securities held to maturity		41,635			1,151		2.76	%
Nontaxable investment securities held to maturity (c)		33,858			1,440		4.25	%
Nontaxable investment securities available for sale (c)		2,189			133		6.08	%
Other investment securities		1,606			33		2.06	%

Total earning assets		295,026			14,360		4.87	%
Premises and equipment		10,469
Other assets		12,522

Total assets	$	325,759

LIABILITIES AND STOCKHOLDERS’ EQUITY
Non-interest bearing demand deposits	$	64,419		$	-		-	%

Interest-bearing liabilities:
NOW accounts		21,500			24		0.11	%
Money market deposit accounts		64,199			139		0.22	%
Savings deposits		25,516			57		0.22	%
Time deposits		93,846			892		0.95	%
Federal funds purchased		0			0		0.00	%
Other borrowings		23,153			787		3.40	%

Total interest-bearing liabilities		228,214			1,899		0.83	%
Other liabilities		3,839

Total liabilities		296,472

Common stock		4,294
Surplus		31,702
Retained earnings		19,405
Less treasury stock		(26,114	)

Total stockholders’ equity		29,287

Total liabilities and stockholders’ equity	$	325,759

Net interest income and margin				$	12,461		4.22	%

(a)	Average loans are shown net of unearned income and the allowance for loan losses. Nonperforming loans are included.
(b)	Interest income includes loan fees of $588 thousand.
(c)	Reflects taxable equivalent adjustments using a tax rate of 34 %.

	Year Ended December 31, 2011
	Average Balance			Interest		Rate
ASSETS	(Dollars in thousands)
Cash and due from banks	$	7,707		$	-		-	%

Earning assets:
Interest-bearing deposits with banks		14,352			35		0.24	%
Loans, net (a) (b) (c)		170,424			10,482		6.15	%
Certificates of deposit in other banks		119			2		1.68	%
Taxable investment securities held to maturity		66,698			1,922		2.88	%
Nontaxable investment securities held to maturity (c)		19,617			878		4.48	%
Nontaxable investment securities available for sale (c)		3,918			242		6.18	%
Other investment securities		1,846			15		0.81	%

Total earning assets		276,974			13,576		4.90	%
Premises and equipment		9,534
Other assets		13,234

Total assets	$	307,449

LIABILITIES AND STOCKHOLDERS’ EQUITY
Non-interest bearing demand deposits	$	52,087		$	-		-	%

Interest-bearing liabilities:
NOW accounts		20,948			13		0.06	%
Money market deposit accounts		58,120			70		0.12	%
Savings deposits		24,149			62		0.26	%
Time deposits		93,708			1,225		1.31	%
Federal funds purchased		309			2		0.65	%
Other borrowings		26,027			823		3.16	%

Total interest-bearing liabilities		223,261			2,195		0.98	%
Other liabilities		4,244

Total liabilities		279,592

Common stock		4,294
Surplus		31,702
Retained earnings		17,975
Less treasury stock		(26,114	)

Total stockholders’ equity		27,857

Total liabilities and stockholders’ equity	$	307,449

Net interest income and margin				$	11,381		4.11	%

(a)	Average loans are shown net of unearned income and the allowance for loan losses. Nonperforming loans are included.
(b)	Interest income includes loan fees of $597 thousand.
(c)	Reflects taxable equivalent adjustments using a tax rate of 34 %.

	Year Ended December 31, 2010
	Average Balance			Interest		Rate
ASSETS	(Dollars in thousands)
Cash and due from banks	$	8,652		$	-		-	%

Earning assets:
Interest-bearing deposits with banks		23,606			58		0.25	%
Loans, net (a) (b) (c)		157,516			10,033		6.37	%
Taxable investment securities held to maturity		69,475			2,412		3.47	%
Nontaxable investment securities held to maturity (c)		11,671			546		4.68	%
Nontaxable investment securities available for sale (c)		6,026			374		6.21	%
Other investment securities		1,651			6		0.36	%

Total earning assets		269,945			13,429		4.97	%
Premises and equipment		8,702
Other assets		13,447

Total assets	$	300,746

LIABILITIES AND STOCKHOLDERS’ EQUITY
Non-interest bearing demand deposits	$	41,844		$	-		-	%

Interest-bearing liabilities:
NOW accounts		19,351			16		0.08	%
Money market deposit accounts		58,455			88		0.15	%
Savings deposits		22,670			70		0.31	%
Time deposits		100,347			1,882		1.88	%
Other borrowings		26,000			835		3.21	%

Total interest-bearing liabilities		226,823			2,891		1.27	%
Other liabilities		5,152

Total liabilities		273,819

Common stock		4,294
Surplus		31,702
Retained earnings		17,045
Less treasury stock		(26,114	)

Total stockholders’ equity		26,927

Total liabilities and stockholders’ equity	$	300,746

Net interest income and margin				$	10,538		3.90	%

(a)	Average loans are shown net of unearned income and the allowance for loan losses. Nonperforming loans are included.
(b)	Interest income includes loan fees of $487 thousand.
(c)	Reflects taxable equivalent adjustments using a tax rate of 34 %.

Table 2 – Rate/Volume Analysis

The following table sets forth, for the indicated years ended December 31, a summary of the changes in interest paid resulting from changes in volume and changes in rate. The change due to volume is calculated by multiplying the change in volume by the prior year’s rate. The change due to rate is calculated by multiplying the change in rate by the prior year’s volume. The change attributable to both volume and rate is calculated by multiplying the change in volume by the change in rate.

								Due To Changes In (a)
	2012		2011		Increase (Decrease)			Volume			Rate
	(Dollars in thousands)
Interest earned on:
Interest-bearing deposits with banks	$	60	$	35	$	25		$	24		$	1
Loans, net (b)		11,523		10,482		1,041			1,214			(173	)
Certificates of deposit in other banks		20		2		18			18			0
Taxable investment securities held to maturity		1,151		1,922		(771	)		(696	)		(75	)
Nontaxable investment securities held to maturity (b)		1,440		878		562			604			(42	)
Nontaxable investment securities available for sale (b)		133		242		(109	)		(105	)		(4	)
Other investment securities		33		15		18			(2	)		20
Total interest income		14,360		13,576		784			1,057			(273	)

Interest paid on:
NOW accounts		24		13		11			0			11
Money market deposit accounts		139		70		69			8			61
Savings deposits		57		62		(5	)		5			(10	)
Time deposits		892		1,225		(333	)		2			(335	)
Federal funds purchased		0		2		(2	)		(1	)		(1	)
Other borrowings		787		823		(36	)		(113	)		77
Total interest expense		1,899		2,195		(296	)		(99	)		(197	)

Net interest earnings	$	12,461	$	11,381	$	1,080		$	1,156		$	(76	)

(a)	Volume and rate components are in proportion to the relationship of the absolute dollar amounts of the change in each.
(b)	Reflects taxable equivalent adjustments using a tax rate of 34 % for 2012 and 2011 in adjusting interest on nontaxable loans and securities to a fully taxable basis.

								Due To Changes In (a)
	2011		2010		Increase (Decrease)			Volume			Rate
	(Dollars in thousands)
Interest earned on:
Interest-bearing deposits with banks	$	35	$	58	$	(23	)	$	(23	)	$	0
Loans, net (b)		10,482		10,033		449			774			(325	)
Certificates of deposit in other banks		2		0		2			1			1
Taxable investment securities held to maturity		1,922		2,412		(490	)		(93	)		(397	)
Nontaxable investment securities held to maturity (b)		878		546		332			355			(23	)
Nontaxable investment securities available for sale (b)		242		374		(132	)		(130	)		(2	)
Other investment securities		15		6		9			1			8
Total interest income		13,576		13,429		147			885			(738	)

Interest paid on:
NOW accounts		13		16		(3	)		1			(4	)
Money market deposit accounts		70		88		(18	)		0			(18	)
Savings deposits		62		70		(8	)		6			(14	)
Time deposits		1,225		1,882		(657	)		(118	)		(539	)
Federal funds purchased		2		0		2			1			1
Other borrowings		823		835		(12	)		1			(13	)
Total interest expense		2,195		2,891		(696	)		(109	)		(587	)

Net interest earnings	$	11,381	$	10,538	$	843		$	994		$	(151	)

(a)	Volume and rate components are in proportion to the relationship of the absolute dollar amounts of the change in each.
(b)	Reflects taxable equivalent adjustments using a tax rate of 34 % for 2011 and 2010 in adjusting interest on nontaxable loans and securities to a fully taxable basis.

Table 3 - Investment Portfolio

The carrying values of investment securities for the indicated years are presented below:

	Year Ended December 31,
	2012		2011		2010
	(Dollars in thousands)
Securities held to maturity:
U.S. Government Agencies	$	0	$	0	$	7,000
State and municipal		44,174		29,919		17,682
Residential mortgage-backed		15,690		22,420		21,573
Total securities held to maturity	$	59,864	$	52,339	$	46,255

Securities available for sale:
U.S. Government Treasuries	$	0	$	0	$	10,633
U.S. Government Agencies		8,944		0		0
State and municipal		2,180		2,842		5,846
Residential mortgage-backed		10,414		25,689		38,399
Corporate notes		0		0		0
Equity securities		134		110		68
Total securities available for sale	$	21,672	$	28,641	$	54,946

At year-end 2012, the total investment portfolio grew slightly to $81,535,529, an increase of $555,969, compared with $80,979,560 at year-end 2011. The increase was mainly due to purchases of $30,050,877 of U.S. Government Agencies and municipal securities. Partially offsetting these purchases were calls and maturities of $7,350,200 of U.S. Government Agencies and municipals as well as residential mortgage-backed securities principal paydowns of approximately $12,500,000. Additionally, we sold $8,833,839 of longer-term residential mortgage-backed securities resulting in a net gain of $337,804.

The following table shows the expected maturities of debt securities at December 31, 2012, and the weighted average yields (for nontaxable obligations on a fully taxable basis assuming a 34% tax rate) of such securities. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations without call or prepayment penalties. Mortgage-backed securities amortize in accordance with the terms of the underlying mortgages, including prepayments as a result of refinancings and other early payoffs.

	MATURITY
	Within One Year					After One But Within Five Years					After Five But Within Ten Years					After Ten Years
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
	(Dollars in thousands)
Debt Securities:
U.S. Government Agencies	$	2,999		1.73	%	$	2,984		1.35	%	$	2,961		1.36	%	$	0		-	%
State and municipal		4,462		4.67	%		30,031		3.57	%		11,065		4.88	%		796		6.09	%
Residential mortgage-backed		0		-	%		1,175		4.22	%		6,761		3.32	%		18,168		2.89	%

Total	$	7,461		3.49	%	$	34,190		3.40	%	$	20,787		3.87	%	$	18,964		3.02	%

The calculation of weighted average yields is based on the carrying value and effective yields of each security weighted for the scheduled maturity of each security. At December 31, 2012 and 2011, securities carried at approximately $47,592,241 and $40,597,106, respectively, were pledged to secure public and trust deposits as required by law. At year-end 2012, approximately $7.5 million was overpledged and could be released if necessary for liquidity needs. At December 31, 2012 and 2011, no securities were pledged to secure our Federal Home Loan Bank advances.

Table 4 - Loan Portfolio

The following table sets forth the amount of loans outstanding for the indicated years according to type of loan:

	Year Ended December 31,
	2012		2011		2010		2009		2008
	(Dollars in thousands)
Commercial, financial and agricultural	$	40,507	$	36,678	$	27,852	$	25,731	$	26,375
Real estate:
Construction loans		16,989		13,224		16,900		15,597		18,357
Commercial mortgage loans		70,059		60,599		47,649		50,337		43,054
Residential loans		62,433		59,178		51,610		51,314		45,192
Agricultural loans		10,169		6,283		8,428		7,225		8,640
Consumer & other		4,010		5,370		5,320		10,056		7,481
Total loans		204,167		181,332		157,759		160,260		149,099
Less:
Unearned interest and discount		30		30		26		30		29
Allowance for loan losses		2,845		3,100		2,755		2,533		2,376
Net loans	$	201,292	$	178,202	$	154,978	$	157,697	$	146,694

The following table shows maturities of the commercial, financial, agricultural, and construction loan portfolio at December 31, 2012.

	Commercial, Financial, Agricultural and Construction
	(Dollars in thousands)
Distribution of loans which are due:
In one year or less	$	15,931
After one year but within five years		36,845
After five years		4,720

Total	$	57,496

The following table shows, for such loans due after one year, the amounts which have predetermined interest rates and the amounts which have floating or adjustable interest rates at December 31, 2012.

The following table presents information concerning outstanding balances of nonaccrual, past-due, restructured and potential problem loans as well as foreclosed assets for the indicated years. Respectively, they are defined as: (a) loans accounted for on a nonaccrual basis (“nonaccrual loans”); (b) loans which are contractually past due 90 days or more as to interest or principal payments and still accruing (“past-due loans”); (c) loans past due 30 days or more for which the terms have been modified to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower (“restructured loans”); and (d) loans now current but where there are serious doubts as to the ability of the borrower to comply with present loan repayment terms (“potential problem loans”). The Corporation’s nonaccrual policy is located in Footnote 3.

	Nonaccrual Loans		Past-Due Loans		Restructured Loans		Potential Problem Loans		Total		Foreclosed Assets
	(Dollars in thousands)

December 31, 2012	$	25	$	0	$	147	$	372	$	544	$	1,690
December 31, 2011	$	1,153	$	0	$	0	$	934	$	2,087	$	2,358
December 31, 2010	$	186	$	0	$	34	$	830	$	1,050	$	3,288
December 31, 2009	$	1,521	$	0	$	62	$	0	$	1,583	$	3,832
December 31, 2008	$	2,732	$	0	$	168	$	0	$	2,900	$	211

In 2012, nonaccrual loans decreased due to settlement, payment or restructuring. Items in foreclosed assets include one large $1,235,933 residential property. Several units of this property were sold in 2012 resulting in a decrease in foreclosed assets compared with 2011. Other foreclosed assets are three residential properties and one commercial property valued at $453,927.

Summary of Loan Loss Experience

The following table is a summary of average loans outstanding during the reported periods, changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off by loan category, and additions to the allowance which have been charged to operating expenses.

	Year Ended December 31,

	2012			2011			2010			2009			2008
	(Dollars in thousands)

Average loans outstanding	$	193,532		$	173,341		$	160,356		$	153,149		$	134,602

Amount of allowance for loan losses at beginning of period	$	3,100		$	2,755		$	2,533		$	2,376		$	2,399

Amount of loans charged off during period:
Commercial, financial and agricultural		286			236			92			227			0
Real estate:
Construction		249			0			30			0			0
Commercial		9			445			416			0			785
Residential		241			113			52			147			0
Agricultural		0			0			0			0			0
Consumer & other		12			13			92			54			87

Total loans charged off		797			807			682			428			872

Amount of recoveries during period:
Commercial, financial and agricultural		60			63			263			0			0
Real estate:
Construction		0			0			0			0			0
Commercial		11			74			0			0			2
Residential		19			21			0			0			0
Agricultural		0			0			0			0			0
Consumer & other		7			11			41			49			22

Total loans recovered		97			169			304			49			24

Net loans charged off during period		700			638			378			379			848
Additions to allowance for loan losses charged to operating expense during period		445			983			600			536			825

Amount of allowance for loan losses at end of period	$	2,845		$	3,100		$	2,755		$	2,533		$	2,376

Ratio of net charge-offs during period to average loans outstanding for the period		.36	%		.37	%		.24	%		.25	%		.63	%

The allowance is based upon management’s analysis of the portfolio under current economic conditions. This analysis includes a study of loss experience, a review of delinquencies, and an estimate of the possibility of loss in view of the risk characteristics of the portfolio. Based on the above factors, management considers the current allowance to be adequate.

Allocation of Allowance for Loan Losses

Management has allocated the allowance for loan losses within the categories of loans set forth in the table below based on historical experience of net charge-offs. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories. The amount of the allowance applicable to each category and the percentage of loans in each category to total loans are presented below.

	December 31, 2012					December 31, 2011					December 31, 2010					December 31, 2009					December 31, 2008
Category	Allocation		% of Total Loans			Allocation		% of Total Loans			Allocation		% of Total Loans			Allocation		% of Total Loans			Allocation		% of Total Loans
	(Dollars in thousands)
Commercial, financial and agricultural	$	310		19.8	%	$	392		20.2	%	$	134		17.7	%	$	123		18.5	%	$	115		18.9	%
Real estate:
Construction		1,032		8.3	%		1,123		7.3	%		1,396		10.7	%		1,283		9.7	%		1,204		12.3	%
Commercial		1,047		34.3	%		1,047		33.4	%		686		30.2	%		631		31.4	%		592		28.9	%
Residential		285		30.6	%		365		32.6	%		302		32.7	%		278		32.1	%		260		30.3	%
Agricultural		0		5.0	%		0		3.5	%		0		5.3	%		0		4.5	%		0		5.8	%
Consumer & other		171		2.0	%		173		3.0	%		237		3.4	%		218		3.8	%		205		3.8	%

Total	$	2,845		100.0	%	$	3,100		100.0	%	$	2,755		100.0	%	$	2,533		100.0	%	$	2,376		100.0	%

The calculation is based upon total loans including unearned interest and discount. Management believes that the portfolio is diversified and, to a large extent, secured without undue concentrations in any specific risk area. Control of loan quality is regularly monitored by management, the loan committee, and is reviewed by the Bank’s Board of Directors which meets monthly. Independent external review of the loan portfolio is provided by examinations conducted by regulatory authorities. The amount of additions to the allowance for loan losses charged to operating expense for the periods indicated were based upon many factors, including actual charge-offs and evaluations of current economic conditions in the market area. Management believes the allowance for loan losses is adequate to cover any potential loan losses.

Table 5 - Deposits

The average amounts of deposits for the last three years are presented below.

	Year Ended December 31,
	2012		2011		2010
	(Dollars in thousands)
Noninterest-bearing demand deposits	$	64,419	$	52,087	$	41,844

NOW accounts		21,500		20,948		19,351
Money market deposit accounts		64,199		58,120		58,455
Savings		25,516		24,149		22,670
Time deposits		93,846		93,708		100,347

Total interest-bearing		205,061		196,925		200,823

Total average deposits	$	269,480	$	249,012	$	242,667

The maturity of certificates of deposit of $100,000 or more as of December 31, 2012, are presented below.

		(Dollars in thousands)

3 months or less	$	9,081
Over 3 months through 6 months		6,574
Over 6 months through 12 months		13,938
Over 12 months		6,997

Total outstanding certificates of deposit of $100,000 or more	$	36,590

Return on Equity and Assets

Certain financial ratios are presented below.

	Year Ended December 31,
	2012			2011			2010

Return on average assets		0.60	%		0.48	%		0.62	%

Return on average equity		6.62	%		5.25	%		6.89	%

Dividend payout ratio (dividends paid divided by net income)		21.02	%		17.44	%		13.73	%

Average equity to average assets ratio		8.99	%		9.06	%		8.95	%

Forward-Looking Statements

In addition to historical information, this 2012 Annual Report contains forward-looking statements within the meaning of the federal securities laws. The Corporation cautions that there are various factors that could cause actual results to differ materially from the anticipated results or other expectations expressed in the Corporation’s forward-looking statements; accordingly, there can be no assurance that such indicated results will be realized.

These factors include risks related to:

· the conditions in the banking system, financial markets, and general economic conditions;

· the Corporation’s ability to raise capital;

· the Corporation’s ability to maintain liquidity or access other sources of funding;

· the Corporation’s construction and land development loans;

· asset quality;

· the adequacy of the allowance for loan losses;

· technology difficulties or failures;

· the Corporation’s ability to execute its business strategy;

· the loss of key personnel;

· competition;

· the impact of the Dodd-Frank Act and related regulations and other changes in financial services laws and regulations;

· changes in regulation and monetary policy;

· losses due to fraudulent and negligent conduct of customers, service providers or employees;

· acquisitions or dispositions of assets or internal restructuring that may be pursued by the Corporation;

· changes in or application of environmental and other laws and regulations to which the Corporation is subject;

· political, legal and local economic conditions and developments;

· financial market conditions and the results of financing efforts;

· changes in commodity prices and interest rates;

· a cybersecurity incident involving the misappropriation, loss or unauthorized disclosure or use of confidential information of our customers; and

· weather, natural disasters and other catastrophic events and other factors discussed in the Corporation’s other filings with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on any forward-looking statements made by or on behalf of the Corporation. Any such statement speaks only as of the date the statement was made. The Corporation undertakes no obligation to update or revise any forward-looking statements. Additional information with respect to factors that may cause results to differ materially from those contemplated by such forward-looking statements is included in the Corporation’s current and subsequent filings with the Securities and Exchange Commission.

ITEM 1A. RISK FACTORS

An investment in the Corporation’s common stock and the Corporation’s financial results are subject to a number of risks. Investors should carefully consider the risks described below and all other information contained in this Annual Report on Form 10-K and the documents incorporated by reference. Additional risks and uncertainties, including those generally affecting the industry in which the Corporation operates and risks that management currently deems immaterial, may arise or become material in the future and affect the Corporation’s business.

As a bank holding company, adverse conditions in the general business or economic environment could have a material adverse effect on the Corporation’s financial condition and results of operation.

Continued weakness or adverse changes in business and economic conditions generally or specifically in the markets in which the Corporation operates could adversely impact our business, including causing one or more of the following negative developments:

	· a decrease in the demand for loans and other products and services offered by the Corporation;
	· a decrease in the value of the Corporation’s loans secured by consumer or commercial real estate;
	· an impairment of the Corporation’s assets, such as its intangible assets, goodwill, or deferred tax
	assets; or
	· an increase in the number of customers or other counterparties who default on their loans or other
	obligations to the Corporation, which could result in a higher level of nonperforming assets, net
	charge-offs and provision for loan losses.

For example, if the Corporation is unable to continue to generate, or demonstrate that it can continue to generate, sufficient taxable income in the near future, then it may not be able to fully realize the benefits of its deferred tax assets and may be required to recognize a valuation allowance, similar to an impairment of those assets, if it is more-likely-than-not that some portion of the Corporation’s deferred tax assets will not be realized. Such a development, or one or more other negative developments resulting from adverse conditions in the general business or economic environment, some of which are described above, could have a material adverse effect on the Corporation’s financial condition and results of operations.

The Corporation’s ability to raise capital could be limited, affect its liquidity, and could be dilutive to existing stockholders.

Current conditions in the capital markets are such that traditional sources of capital may not be available to the Corporation on reasonable terms if it needed to raise capital. In such case, there is no guarantee that the Corporation will be able to borrow funds or successfully raise additional capital at all or on terms that are favorable or otherwise not dilutive to existing stockholders.

Liquidity is essential to the Corporation’s businesses and it relies on external sources to finance a significant portion of our operations.

Liquidity is essential to the Corporation’s businesses. The Corporation’s capital resources and liquidity could be negatively impacted by disruptions in its ability to access these sources of funding. With continued concerns about bank failures, traditional deposit customers remain concerned about the extent to which their deposits are insured by the FDIC. Customers may withdraw deposits from the Corporation’s subsidiary bank in an effort to ensure that the amount that they have on deposit is fully insured. In addition, the cost of brokered and other out-of-market deposits and potential future regulatory limits on the interest rate the Corporation may pay for brokered deposits could make them unattractive sources of funding. Factors that the Corporation cannot control, such as disruption of the financial markets or negative views about the financial services industry generally, could impair its ability to raise funding. Other financial institutions may be unwilling to extend credit to banks because of concerns about the banking industry and the economy generally and, given the sluggish economy, there may not be a viable market for raising short or long-term debt or equity capital. In addition, the Corporation’s ability to raise funding could be impaired if lenders develop a negative perception of its long-term or short-term financial prospects. Such negative perceptions could be developed if the Corporation is downgraded or put on (or remains on) negative watch by the rating agencies, suffers a decline in the level of its business activity or regulatory authorities take significant action against it, among other reasons. If the Corporation is unable to raise funding using the methods described above, it would likely need to finance or liquidate unencumbered assets to meet maturing liabilities. The Corporation may be unable to sell some of its assets, or it may have to sell assets at a discount from market value, either of which could adversely affect its results of operations and financial condition.

The Corporation’s construction and land development loans are subject to unique risks that could adversely affect earnings.

The Corporation’s construction and land development loan portfolio was $17.0 million at December 31, 2012, comprising 8.3% of total loans. Construction and land development loans are often riskier than home equity loans or residential mortgage loans to individuals. In the event of a general economic slowdown, they would represent higher risk due to slower sales and reduced cash flow that could impact the borrowers’ ability to repay on a timely basis. In addition, although regulations and regulatory policies affecting banks and financial services companies undergo continuous change and we cannot predict when changes will occur or the ultimate effect of any changes, there has been recent regulatory focus on construction, development and other commercial real estate lending. Recent changes in the federal policies applicable to construction, development or other commercial real estate loans make us subject to substantial limitations with respect to making such loans, increase the costs of making such loans, and require us to have a greater amount of capital to support this kind of lending, all of which could have a material adverse effect on our profitability or financial condition.

Recent performance may not be indicative of future performance.

Various factors, such as economic conditions, regulatory and legislative considerations, competition and the ability to find and retain talented people, may impede the Corporation’s ability to remain profitable.

A deterioration in asset quality could have an adverse impact on the Corporation.

A significant source of risk for the Corporation arises from the possibility that losses will be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loans. With respect to secured loans, the collateral securing the repayment of these loans includes a wide variety of diverse real and personal property that may be affected by changes in prevailing economic, environmental and other conditions, including declines in the value of real estate, changes in interest rates, changes in monetary and fiscal policies of the federal government, environmental contamination and other external events. In addition, decreases in real estate property values due to the nature of the Bank’s loan portfolio, over 78% of which is secured by real estate, could affect the ability of customers to repay their loans. The Bank’s loan policies and procedures may not prevent unexpected losses that could have a material adverse effect on the Corporation’s business, financial condition, results of operations, or liquidity.

Changes in prevailing interest rates may negatively affect the results of operations of the Corporation and the value of its assets.

The Corporation’s earnings depend largely on the relationship between the yield on earning assets, primarily loans and investments, and the cost of funds, primarily deposits and borrowings. This relationship, known as the interest rate spread, is subject to fluctuation and is affected by economic and competitive factors which influence interest rates, the volume and mix of interest-earning assets and interest-bearing liabilities and the level of nonperforming assets. Fluctuations in interest rates affect the demand of customers for the Corporation’s products and services. In addition, interest-bearing liabilities may re-price or mature more slowly or more rapidly or on a different basis than interest-earning assets. Significant fluctuations in interest rates could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity.

Changes in the level of interest rates may also negatively affect the value of the Corporation’s assets and its ability to realize book value from the sale of those assets, all of which ultimately affect earnings.

If the Corporation’s allowance for loan losses is not sufficient to cover actual loan losses, earnings would decrease.

The Bank’s loan customers may not repay their loans according to their terms and the collateral securing the payment of these loans may be insufficient to assure repayment. The Bank may experience significant loan losses which would have a material adverse effect on the Corporation’s operating results. Management makes various assumptions and judgments about the collectability of the loan portfolio, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. The Corporation maintains an allowance for loan losses in an attempt to cover any loan losses inherent in the portfolio. In determining the size of the allowance, management relies on an analysis of the loan portfolio based on historical loss experience, volume and types of loans, trends in classification, volume and trends in delinquencies and nonaccruals, national and local economic conditions and other pertinent information. As a result of these considerations, the Corporation has from time to time increased its allowance for loan losses. For the year ended December 31, 2012, the Corporation recorded an allowance for possible loan losses of $2.84 million, compared with $3.10 million for the year ended December 31, 2011. If those assumptions are incorrect, the allowance may not be sufficient to cover future loan losses and adjustments may be necessary to allow for different economic conditions or adverse developments in the loan portfolio.

The Corporation may be subject to losses due to fraudulent and negligent conduct of the Bank’s and Empire’s loan customers, third party service providers and employees.

When the Bank and Empire make loans to individuals or entities, they rely upon information supplied by borrowers and other third parties, including information contained in the applicant’s loan application, property appraisal reports, title information and the borrower’s net worth, liquidity and cash flow information. While they attempt to verify information provided through available sources, they cannot be certain all such information is correct or complete. The Bank and Empire’s reliance on incorrect or incomplete information could have a material adverse effect on the Corporation’s profitability or financial condition.

Technology difficulties or failures or cybersecurity breaches of our network security could have a material adverse effect on the Corporation.

The Corporation depends upon data processing, software, communication and information exchange on a variety of computing platforms and networks. The computer platforms and network infrastructure we use could be vulnerable to unforeseen hardware and cybersecurity issues. The Corporation cannot be certain that all of its systems are entirely free from vulnerability to cyber attack or other technological difficulties or failures. The Corporation relies on the services of a variety of vendors to meet its data processing and communication needs. If information security is breached or other technology difficulties or failures occur, information may be lost or misappropriated, services and operations may be interrupted and the Corporation could subject us to additional regulatory scrutiny, damage our reputation, result in a loss of customers and expose us to claims from customers. Any of these results could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity.

The Corporation’s business is subject to the success of the local economies and real estate markets in which it operates.

The Corporation’s banking operations are located in southwest Georgia. Because of the geographic concentration of its operations, the Corporation’s success depends largely upon economic conditions in this area, which include volatility in the agricultural market, influx and outflow of major employers in the area, and minimal population growth throughout the region. Deterioration in economic conditions in the communities in which the Corporation operates could adversely affect the quality of the Corporation’s loan portfolio and the demand for its products and services, and accordingly, could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity. The Corporation is less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of more diverse economies.

The Corporation may face risks with respect to its ability to execute its business strategy.

The financial performance and profitability of the Corporation will depend on its ability to execute its strategic plan and manage its future growth. Moreover, the Corporation’s future performance is subject to a number of factors beyond its control, including pending and future federal and state banking legislation, regulatory changes, unforeseen litigation outcomes, inflation, lending and deposit rate changes, interest rate fluctuations, increased competition and economic conditions. Accordingly, these issues could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity.

The Corporation depends on its key personnel, and the loss of any of them could adversely affect the Corporation.

The Corporation’s success depends to a significant extent on the management skills of its existing executive officers and directors, many of whom have held officer and director positions with the Corporation for many years. The loss or unavailability of any of its key personnel, including DeWitt Drew, President and CEO; John J. Cole, Jr., Executive Vice President and COO; Jeffery E. Hanson, Executive Vice President and CBO; Randall L. “Andy” Webb, Executive Vice President and CCO; George R. Kirkland, Senior Vice President & Treasurer; and Charles R. Lemons, President and CEO of Empire, could have a material adverse effect on the Corporation’s business, financial condition, and results of operations or liquidity.

Competition from financial institutions and other financial service providers may adversely affect the Corporation.

The banking business is highly competitive, and the Corporation experiences competition in its markets from many other financial institutions. The Corporation competes with these other financial institutions both in attracting deposits and in making loans. Many of its competitors are well-established, larger financial institutions that are able to operate profitably with a narrower net interest margin and have a more diverse revenue base. The Corporation may face a competitive disadvantage as a result of its smaller size, lack of geographic diversification and inability to spread costs across broader markets. There can be no assurance that the Corporation will be able to compete effectively in its markets. Furthermore, developments increasing the nature or level of competition could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity.

The Dodd-Frank Act and related regulations may adversely affect our business, financial condition, liquidity or results of operations.

The Dodd-Frank Act was enacted on July 21, 2010. The Dodd-Frank Act created a new Consumer Financial Protection Bureau with the power to promulgate and enforce consumer protection laws. Smaller depository institutions, those with $10 billion or less in assets, will be subject to the Consumer Financial Protection Bureau’s rule-writing authority, and existing depository institution regulatory agencies will retain examination and enforcement authority for such institutions. The Dodd-Frank Act also established a Financial Stability Oversight Council chaired by the Secretary of the Treasury with authority to identify institutions and practices that might pose a systemic risk, made permanent the $250,000 limit for federal deposit insurance, provided unlimited federal deposit insurance until December 31, 2012 for non-interest bearing transaction accounts at all insured depository institutions and repealed the federal prohibitions on the payment of interest on demand deposits. Among other things, the Dodd-Frank Act included provisions affecting (1) corporate governance and executive compensation of all companies whose securities are registered with the SEC, (2) FDIC insurance assessments, (3) interchange fees for debit cards, which would be set by the Federal Reserve under a restrictive “reasonable and proportional cost” per transaction standard, (4) minimum capital levels for bank holding companies, subject to a grandfather clause for financial institutions with less than $15 billion in assets, (5) derivative and proprietary trading by financial institutions, and (6) the resolution of large financial institutions.

At this time, it is difficult to predict the extent to which the Dodd-Frank Act or the resulting regulations may adversely impact us. However, compliance with these new laws and regulations may increase our costs, limit our ability to pursue attractive business opportunities, cause us to modify our strategies and business operations and increase our capital requirements and constraints, any of which may have a material adverse impact on our business, financial condition, liquidity or results of operations.

The short-term and long-term impact of the changing regulatory capital requirements is uncertain.

On June 7, 2012, the federal regulatory authorities proposed the Basel III Proposals that would substantially amend the regulatory risk-based capital rules applicable to the Corporation and the Bank. The proposed rules implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act. The proposed rules were subject to a public comment period that has expired and there is no date set for the adoption of final rules.

The Basel III Proposals include new minimum risk-based capital and leverage ratios, which would be phased in during through 2015, and would modify capital and asset definitions for purposes of calculating those ratios. Among other things, the proposals establish a new common equity tier 1 minimum capital requirement of 4.5%, a higher minimum tier 1capital to risk-weighted assets requirement of 6.0% and a higher total capital to risk-weighted assets of 8.0% that would be phased in and fully effective in 2015. In addition, the proposals provide, to be considered “well-capitalized”, a new common equity tier 1 capital requirement of 6.5%, a higher tier 1capital to risk-weighted assets requirement of 8.0% and a higher total capital to risk-weighted assets of 10.0% that would be phased in and fully effective in 2015. Moreover, the proposals would limit a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of an additional 2.5% of common equity tier 1 capital in addition to the amount necessary to meet its minimum risk-based capital requirements that would be phased in and fully effective in 2019. The proposals also seek to eliminate trust preferred securities from Tier 1 capital over a ten-year period.

While the Basel III Proposals only apply to larger financial institutions, changing regulatory capital requirements will likely result in generally higher regulatory capital standards for financial institutions of all sizes and it is difficult at this time to predict when or how any new standards will ultimately be applied to the Corporation and the Bank. The application of more stringent capital requirements for the Corporation and the Bank could, among other things, result in lower returns on invested capital, require the raising of additional capital, and result in additional regulatory actions if we were to be unable to comply with such requirements. Implementation of changes to asset risk weightings for risk based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in us modifying our business strategy and could limit our ability to make dividends.

Changes in government regulation or monetary policy could adversely affect the Corporation.

The Corporation and the banking industry are subject to extensive regulation and supervision under federal and state laws and regulations. The restrictions imposed by such laws and regulations limit the manner in which the Corporation conducts its banking business, undertakes new investments and activities and obtains financing. These regulations are designed primarily for the protection of the deposit insurance funds and consumers and not to benefit holders of the Corporation’s securities. Financial institution regulation has been the subject of significant legislation in recent years and may be the subject of further significant legislation in the future, none of which is in the control of the Corporation. Significant new laws or changes in, or repeals of, existing laws could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity. Further, federal monetary policy, particularly as implemented through the Federal Reserve System, significantly affects credit conditions for the Corporation, and any unfavorable change in these conditions could have a material adverse effect on the Corporation’s business, financial condition, results of operations or liquidity. See Part I, Item 1, “Supervision and Regulation.”

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved comments from the Securities and Exchange Commission staff regarding the Corporation’s periodic or current reports under the Exchange Act.

ITEM 2. PROPERTIES

The executive offices of the Corporation and the main banking office of the Bank are located in a 22,000 square foot facility at 201 First Street, S. E., Moultrie, Georgia. The Bank’s Operations Center is located at 11 Second Avenue, Moultrie, Georgia. The Trust and Brokerage Division of the Bank is located at 25 Second Avenue, S.W., Moultrie, Georgia. The Bank’s Administrative Services office is located across the street from the main office at 205 Second Street, S. E., Moultrie, Georgia. This building is also used for training and meeting rooms, record storage, and a drive-thru teller facility.


Name	Address	Square Feet

Main Office	201 First Street, SE, Moultrie, GA 31768	22,000
Operations Center	11 Second Avenue, SW, Moultrie, GA 31768	5,000
Trust & Investment Office	25 Second Avenue, SW, Moultrie, GA 31768	11,000
Administrative Services	205 Second Street, SE, Moultrie, GA 31768	15,000
Southwest Georgia Ins. Services	501 South Main Street, Moultrie, GA 31768	5,600
Baker County Bank	Highway 91 & 200, Newton, GA 39870	4,400
Bank of Pavo	1102 West Harris Street, Pavo, GA 31778	3,900
Sylvester Banking Company	300 North Main Street, Sylvester, GA 31791	12,000
Empire Financial Services	121 Executive Parkway, Milledgeville, GA 31061	2,700
North Valdosta Banking Center	3500 North Valdosta Road, Valdosta, GA 31602	5,800
Baytree Banking Center	1404 Baytree Road, Valdosta, GA 31602	3,100

All of the buildings and land, which include parking and drive-thru teller facilities, are owned by the Bank. There are two automated teller machines on the Bank’s main office premises and one in each of the Baker County, Sylvester, North Valdosta and Baytree branch offices. These automated teller machines are linked to the STAR network of automated teller machines. The Bank also rents a space for its mortgage servicing office in Valdosta, Georgia.

ITEM 3. LEGAL PROCEEDINGS

In the ordinary course of operations, the Corporation, the Bank and Empire are defendants in various legal proceedings. Additionally, in the ordinary course of business, the Corporation, the Bank and Empire are subject to regulatory examinations and investigations. In the opinion of management, there is no pending or threatened proceeding in which an adverse decision will result in a material adverse change in the consolidated financial condition or results of operations of the Corporation. No material proceedings terminated in the fourth quarter of 2012.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Corporation’s common stock trades on the NYSE MKT under the symbol “SGB”. The closing price on December 31, 2012, was $9.75. Below is a schedule of the high and low stock prices for each quarter of 2012 and 2011.

2012
For the Quarter		Fourth		Third		Second		First

	High	$	9.80	$	9.99	$	11.90	$	11.29

	Low	$	8.03	$	7.03	$	8.02	$	8.55

2011
For the Quarter		Fourth		Third		Second		First

	High	$	8.67	$	9.00	$	13.86	$	14.00

	Low	$	6.80	$	6.43	$	6.90	$	10.75

As of December 31, 2012, there were 485 record holders of the Corporation’s common stock. Also, there were approximately 400 additional stockholders who held shares through trusts and brokerage firms.

Dividends

Cash dividends paid on the Corporation’s common stock were $0.16 per share in 2012 and $0.10 per share in 2011. Our dividend policy objective is to pay out a portion of earnings in dividends to our stockholders in a consistent manner over time. However, no assurance can be given that dividends will be declared in the future. The amount and frequency of dividends is determined by the Corporation’s Board of Directors after consideration of various factors, which include the Corporation’s financial condition and results of operations, investment opportunities available to the Corporation, capital requirements, tax considerations and general economic conditions. The primary source of funds available to the parent company is the payment of dividends by its subsidiary bank. Federal and State banking laws restrict the amount bank of dividends that can be paid without regulatory approval. See Part I, Item 1, “Business – Payment of Dividends.” The Corporation and its predecessors have paid cash dividends for the past eighty-four consecutive years.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table presents information as of December 31, 2012, with respect to shares of common stock of the Corporation that may be issued under the Key Individual Stock Option Plan. No additional option shares can be granted under the Key Individual Stock Option Plan.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options		Weighted Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation plans approved by stockholders⁽¹⁾		10,900	$	20.19		0
Equity compensation plans not approved by stockholders⁽²⁾		0		0.00		18,892
Total		10,900	$	20.19		18,892

(1) The Key Individual Stock Option Plan.

(2) Excludes shares issued under the 401(k) Plan.

Sales of Unregistered Securities

The Corporation has not sold any unregistered securities in the past three years.

Performance Graph

The following graph compares the cumulative total stockholder return of the Corporation’s common stock with SNL’s Southeast Bank Index, SNL Bank $250M-$500M Index, the S&P 500 Index and the NASDAQ Composite Index. SNL’s Southeast Bank Index is a compilation of the total return to stockholders over the past five years of a group of 91 banks located in the southeastern states of Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, and West Virginia. The SNL Bank $250M-$500M Index is a compilation of the total return to stockholders over the past five years of a group of 20 banks in the United States with assets between $250 million and $500 million. The comparison assumes $100 was invested January 1, 2008, and that all semi-annual and quarterly dividends were reinvested each period. The comparison takes into consideration changes in stock price, cash dividends, stock dividends, and stock splits since December 31, 2007.

The comparisons in the graph are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of the Corporation’s Common Stock.

	Period Ending
Index	12/31/07		12/31/08		12/31/09		12/31/10		12/31/11		12/31/12
Southwest Georgia Financial Corporation		100.00		60.49		52.29		63.93		49.96		58.63
SNL Bank $250M-$500M Index		100.00		57.11		52.86		59.14		55.56		68.96
SNL Southeast Bank Index		100.00		40.48		40.65		39.47		23.09		38.36
S&P 500 Index		100.00		63.00		79.68		91.68		93.61		108.59
NASDAQ Composite Index		100.00		60.02		87.24		103.08		102.26		120.42

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For further information about the Corporation, see selected statistical information on pages 12 - 26 of this report on Form 10-K.

Overview

The Corporation is a full-service community bank holding company headquartered in Moultrie, Georgia. The community of Moultrie has been served by the Bank since 1928. We provide comprehensive financial services to consumer, business and governmental customers, which, in addition to conventional banking products, include a full range of mortgage banking, trust, investment and insurance services. Our primary market area incorporates Colquitt County, where we are headquartered, and Baker, Lowndes, Thomas, and Worth Counties, each contiguous with Colquitt County, and the surrounding counties of southwest Georgia. We have six full service banking facilities and six automated teller machines.

Our strategy is to:

· maintain the diversity of our revenue, including both interest and noninterest income through a broad base of business,

· strengthen our sales and marketing efforts while developing our employees to provide the best possible service to our customers,

· expand our market share where opportunity exists, and

· grow outside of our current geographic market either through de-novo branching or acquisitions into areas proximate to our current market area.

We believe that investing in sales and marketing in this challenging market will provide us with a competitive advantage. To that end, we expanded geographically with a full-service banking center that was completed and opened in June 2010 and a mortgage origination office that opened in January 2011 both in Valdosta, Georgia. Continuing our expansion in the Valdosta market, we opened our second banking center in March 2012.

The Corporation’s profitability, like most financial institutions, is dependent to a large extent upon net interest income, which is the difference between the interest received on earning assets and the interest paid on interest-bearing liabilities. The Corporation’s earning assets are primarily loans, securities, and short-term interest-bearing deposits with banks and the interest-bearing liabilities are principally customer deposits and borrowings. Net interest income is highly sensitive to fluctuations in interest rates. For example, after the overnight borrowing rate for banks reached 5.25% in September 2007, the Federal Reserve Bank began decreasing it incrementally until it had been decreased by approximately 5% to a range of 0% to 0.25%. This historically low interest rate level has remained unchanged for the period from October 2008 through December 2012. To address interest rate fluctuations, we manage our balance sheet in an effort to diminish the impact should interest rates suddenly change.

Broadening our revenue sources helps to reduce the risk and exposure of our financial results to the impact of changes in interest rates, which are outside of our control. Sources of noninterest income include our insurance agency and Empire, the Corporation’s commercial mortgage banking subsidiary, as well as fees on customer accounts, and trust and retail brokerage services. In 2012, noninterest income, at 28.7% of the Corporation’s total revenue, remained stable when compared with 28.3% in 2011.

Our profitability is also impacted by operating expenses such as salaries, employee benefits, occupancy, and income taxes. Our lending activities are significantly influenced by regional and local factors such as changes in population, competition among lenders, interest rate conditions and prevailing market rates on competing uses of funds and investments, customer preferences and levels of personal income and savings in the Corporation’s primary market area.

The economic downturn continues to challenge our region; however, our strength and stability in the market and our focused efforts enabled us to achieve positive results in 2012. We continued to invest in our people and communities, fully aware of the near-term impact that would have on earnings. Although the economy is slowly recovering, regulatory burdens continue to outpace growth opportunities. Despite those challenges, we will continue to focus on our customers and believe that our strategic positioning, strong balance sheet and capital levels position us to sustain our franchise, capture market share and build customer loyalty.

At the end of 2012, the Corporation’s nonperforming assets decreased to $1.849 million from $3.621 million at December 31, 2011, due to a decrease of $1.128 million in nonaccrual loans and $668 thousand in foreclosed assets when compared to the end of 2011.

Critical Accounting Policies

In the course of the Corporation’s normal business activity, management must select and apply many accounting policies and methodologies that lead to the financial results presented in the consolidated financial statements of the Corporation. Management considers the accounting policy relating to the allowance for loan losses to be a critical accounting policy because of the uncertainty and subjectivity inherent in estimating the levels of allowance needed to cover probable credit losses within the loan portfolio and the material effect that these estimates have on the Corporation’s results of operations. We believe that the allowance for loan losses as of December 31, 2012, is adequate; however, under adverse conditions or assumptions, future additions to the allowance may be necessary. There have been no significant changes in the methods or assumptions used in our accounting policies that would have resulted in material estimates and assumptions changes. Note 1 to the Consolidated Financial Statements provides a description of our significant accounting policies and contributes to the understanding of how our financial performance is reported.

Results of Operations

Performance Summary

For the year ended December 31, 2012, net income was $1.94 million, up $478 thousand from net income of $1.46 million for 2011. The improvement in net income was primarily due to a $1.5 million increase in net interest income after provision for loan losses. Interest income and fees on loans increased $1.0 million, interest expense declined $296 thousand, and provision for loan losses decreased $539 thousand, partially offset by a $417 thousand decrease in interest income on securities and other investments. Offsetting this revenue growth was an increase in salaries and employee benefits of $1.0 million, due primarily to an additional $798 thousand contribution to the pension plan. On a per share basis, we had a net income of $0.76 per diluted share for 2012 compared with a net income of $0.57 per diluted share for 2011.

For the year ended December 31, 2011, net income was $1.46 million, down $395 thousand from net income of $1.86 million for 2010. The decline in net income was mainly due to an increase in salaries and employee benefits of $746 thousand related to additional staffing in Valdosta, Georgia. Also, losses on the sale or disposition of assets increased $191 thousand and the net gain on sale of securities decreased $154 thousand when compared with 2010. Service charges on deposit accounts decreased $149 thousand compared with 2010. Offsetting these decreases in net income, net interest income increased $782 thousand primarily as a result of lower interest paid on deposits and increased income from interest and fees on loans. On a per share basis, we had a net income of $0.57 per diluted share for 2011 compared with a net income of $0.73 per diluted share for 2010.

We measure our performance on selected key ratios, which are provided for the last three years in the following table:

	2012			2011			2010
Return on average total assets		0.60	%		0.48	%		0.62	%
Return on average stockholders’ equity		6.62	%		5.25	%		6.89	%
Average stockholders’ equity to average total assets		8.99	%		9.06	%		8.95	%
Net interest margin (tax equivalent)		4.22	%		4.11	%		3.90	%

Net Interest Income

Net interest income after provision for loan losses increased $1.47 million, or 14.8%, to $11.39 million for 2012 when compared with 2011. While total interest income increased $630 thousand, total interest expense decreased $296 thousand. The Corporation recognized a $445 thousand provision for loan losses in 2012, a $539 thousand decrease compared with $984 thousand in 2011. The provision decrease was a result of improved credit quality. As a result of the current interest rate environment, interest paid on deposits declined by $258 thousand to $1.11 million at the end of 2012. The average rate paid on average time deposits of $93.8 million decreased 36 basis points when compared with 2011. Interest on total borrowings also declined $36 thousand when compared with the prior year. Interest and fees on loans increased $1.05 million mainly due to an increase in average net loan volume of $20.1 million. Partially offsetting this increase, interest income from investment securities decreased $477 thousand mainly due to $12.6 million lower volume of investment securities compared with 2011.

For the year 2011, net interest income after provision for loan losses increased $398 thousand, or 4.2%, to $9.93 million when compared with 2010. While total interest income increased $88 thousand as well as total interest expense decreased $694 thousand, the increase in net interest income was partially offset by a $384 thousand increase in the provision for loan losses. The Corporation recognized a $984 thousand provision for loan losses in 2011 compared with $600 thousand in 2010. The provision increase was a result of loan growth as well as increased charge-offs compared with 2010. As a result of the current interest rate environment, interest paid on deposits declined by $684 thousand to $1.4 million at the end of 2011. The average rate paid on average time deposits of $93.7 million decreased 57 basis points when compared with 2010. Interest on total borrowings also declined $10 thousand when compared 2010. Interest and fees on loans increased $465 thousand mainly due to an increase in average net loans volume of $12.9 million. Partially offsetting this increase, interest income from investment securities decreased $357 thousand mainly due to $20.2 million lower volume of investment securities compared with 2010.

Net Interest Margin

Net interest margin, which is the net return on earning assets, is a key performance ratio for evaluating net interest income. It is computed by dividing net interest income by average total earning assets.

Net interest margin increased 22 basis points to 4.22% for 2012 when compared with 2011. Net interest margin was 4.11% for 2011, a 21 basis point increase from 3.90% in 2010. The increase in net interest margin was mainly impacted by a change in asset mix and much lower deposit costs.

Noninterest Income

Noninterest income is an important contributor to net earnings. The following table summarizes the changes in noninterest income during the past three years:

	2012						2011						2010
	(Dollars in thousands)
	Amount			% Change			Amount			% Change			Amount			% Change
Service charges on deposit accounts	$	1,242			(8.7	)%	$	1,360			(9.9	)%	$	1,509			(11.2	)%
Income from trust services		205			(4.2	)		214			(11.4	)		241			13.7
Income from retail brokerage services		382			17.9			324			7.9			300			12.8
Income from insurance services		1,280			0.6			1,273			13.2			1,125			5.2
Income from mortgage banking services		1,676			13.5			1,477			9.4			1,351			1.8
Provision for foreclosed asset losses		(320	)		6.7			(300	)		(9.1	)		(275	)		(100.0	)
Gain (loss) on the sale or disposition of assets		24			(115.0	)		(160	)		NM			31			100.0
Gain on the sale of securities		338			(11.4	)		381			(28.7	)		535			109.5
Gain (loss) on the impairment of equity securities		0			(100.0	)		(12	)		(100.0	)		0			0.0
Other income		698			15.8			602			5.6			570			9.5

Total noninterest income	$	5,525			7.1	%	$	5,159			(4.2	)%	$	5,387			0.4	%

*NM = not meaningful

For 2012, noninterest income was $5.52 million, up from $5.16 million in the same period of 2011. The increase was primarily attributed to a $199 thousand increase in income from mortgage banking services. We recognized a $184 thousand higher gain on the sale or disposition of assets and a $96 thousand increase in other income due mostly to debit card income in 2012 compared with the same period last year. Income from retail brokerage and insurance services increased $58 thousand and $7 thousand, respectively, compared with 2011. Partially offsetting these increases, service charges on deposit accounts declined $118 thousand when compared with 2011. Also, the net gain on the sale of securities and the provision for foreclosed asset losses was $31 thousand and $20 thousand lower, respectively, compared with 2011.

For 2011, noninterest income was $5.16 million, down from $5.39 million in the same period of 2010. Net gain on sale of securities decreased $154 thousand to $381 thousand in 2011, and an increase in losses on the disposition of assets of $191 thousand, mainly due to loss on the sale of foreclosed properties, was recognized in 2011. Excluding the gains and losses on sales of securities and other assets, noninterest income increased $129 thousand in 2011. The decline was also a result of decreased service charges on deposit accounts of $149 thousand, a decrease in income from trust services of $28 thousand, and a $25 thousand increase in provision for changes in market value of foreclosed properties compared with same period in 2010. Increases in income occurred from insurance, retail brokerage, and mortgage banking services which increased $149 thousand, $24 thousand and $127 thousand, respectively.

Noninterest Expense

Noninterest expense includes all expenses of the Corporation other than interest expense, provision for loan losses and income tax expense. The following table summarizes the changes in the noninterest expenses for the past three years:

	2012					2011					2010
	(Dollars in thousands)
	Amount		% Change			Amount		% Change			Amount		% Change
Salaries and employee benefits	$	8,717		13.0	%	$	7,717		10.7	%	$	6,971		9.6	%
Occupancy expense		1,006		5.6			953		6.9			891		5.3
Equipment expense		940		15.8			812		9.8			739		10.9
Data processing expense		1,082		4.1			1,039		5.0			989		6.9
Amortization of intangible assets		220		0.5			219		5.6			208		0.0
Other operating expenses		2,631		1.3			2,596		(3.0	)		2,676		(21.9	)

Total noninterest expense	$	14,596		9.4	%	$	13,336		6.9	%	$	12,474		0.3	%

Noninterest expense increased $1.26 million to $14.60 million in 2012 compared with the same period in 2011. The change was mainly due to a $1.0 million year-over-year increase in salary and employee benefits due primarily to an additional $750 thousand contribution to the pension plan due to increased pension fund withdrawals and lower returns on the fixed income investment portion of the fund. Also in 2012, occupancy, equipment, and data processing expense increased $54 thousand, $128 thousand and $43 thousand, respectively, related to the Valdosta market expansion and enhancing information technology infrastructure. Also, amortization of intangible assets remained flat. Other operating expense increased $34 thousand mostly due to increased legal fees of $134 thousand which was partially offset by lower FDIC insurance assessments and expenses related to foreclosed properties of $31 thousand and $72 thousand, respectively.

For 2011, noninterest expense increased $862 thousand to $13.34 million compared with 2010. The change was mainly due to a $746 thousand year-over-year increase in salary and employee benefits due primarily to Valdosta’s staffing increase. Also in 2011, pension contributions were $195 thousand higher due to increased pension fund withdrawals and lower returns on the fixed income investment portion of the fund. The cost of providing employee medical insurance has also risen 14% in 2011. Occupancy, equipment, and data processing expense increased $61 thousand, $72 thousand and $50 thousand, respectively, related to the Valdosta market expansion. Also, amortization of intangible assets increased $12 thousand. Other operating expense decreased $80 thousand mostly due to lower FDIC insurance assessments.

The efficiency ratio (noninterest expense divided by total noninterest income plus tax equivalent net interest income), a measure of productivity, remained relatively flat at 81.1% for 2012, compared with 80.6% for 2011 and 77.9% for 2010. The high efficiency ratios were primarily related to overhead in the Corporation’s non-banking segments: commercial mortgage banking services, insurance agency and trust and brokerage operations.

Federal Income Tax Expense

The Corporation had an expense of $381 thousand for federal income taxes in 2012 compared with an expense of $287 thousand in 2011 and $584 thousand for the year ending December 31, 2010. These amounts resulted in an effective tax rate of 16.5%, 16.4%, and 23.9%, for 2012, 2011, and 2010, respectively. See Note 10 of the Corporation’s Notes to Consolidated Financial Statements for further details of tax expense.

Uses and Sources of Funds

The Corporation, primarily through the Bank, acts as a financial intermediary. As such, our financial condition should be considered in terms of how we manage our sources and uses of funds. Our primary sources of funds are deposits and borrowings. We invest our funds in assets, and our earning assets are what provide us income.

Total average assets increased $6 million to $325.8 million in 2012 as compared with 2011. The increase in total average assets is primarily attributable to a higher level of average total loans of $20.2 million and an increase in average investment of interest-bearing deposits with banks of $9.4 million. These increases were partially offset by a decrease in investment securities of $11.5 million. The Corporation’s earning assets, which include loans, investment securities, certificates of deposit with other banks and interest-bearing deposits with banks, averaged $295.1 million in 2012, a 6.6% increase from $277.0 million in 2011. The average volume for interest-bearing deposits increased $20.5 million compared with the prior year. For 2012, average earning assets were comprised of 65% loans, 27% investment securities, and 8% deposit balances with banks. The ratio of average earning assets to average total assets remained flat at 90.6% for 2012 compared with 90.1% for 2011.

Loans

Loans are one of the Corporation’s largest earning assets and uses of funds. Because of the importance of loans, most of the other assets and liabilities are managed to accommodate the needs of the loan portfolio. During 2012, average net loans represented 65% of average earning assets and 59% of average total assets.

The composition of the Corporation’s loan portfolio at December 31, 2012, 2011, and 2010 was as follows:

	2012						2011						2010
	(Dollars in thousands)
Category	Amount			% Change			Amount			% Change			Amount			% Change

Commercial, financial, and agricultural	$	40,507			10.4	%	$	36,678			31.7	%	$	27,852			8.2	%
Real estate:
Construction		16,989			28.5	%		13,224			(21.8	)%		16,900			8.4	%
Commercial		70,059			15.6	%		60,599			27.2	%		47,649			(5.3	)%
Residential		62,433			5.5	%		59,178			14.7	%		51,610			0.6	%
Agricultural		10,169			61.9	%		6,283			(25.5	)%		8,428			16.7	%
Consumer & other		4,010			(25.3	)%		5,370			0.9	%		5,320			(47.1	)%
Total loans	$	204,167			12.6	%	$	181,332			14.9	%	$	157,759			(1.6	)%
Unearned interest and discount		(30	)		0.0	%		(30	)		(15.4	)%		(26	)		13.3	%
Allowance for loan losses		(2,845	)		(8.2	)%		(3,100	)		(12.5	)%		(2,755	)		(8.8	)%
Net loans	$	201,292			13.0	%	$	178,202			15.0	%	$	154,978			(1.7	)%

Total year-end balances of loans increased $22.8 million while average total loans increased $20.2 million in 2012 compared with 2011. All real estate loan categories as well as commercial, financial and agricultural loans experienced growth in 2012. The ratio of total loans to total deposits at year end decreased to 70.0% in 2012 compared with 72.9% in 2011. The loan portfolio mix at year-end 2012 consisted of 8.3% loans secured by construction real estate, 34.3% loans secured by commercial real estate, 30.6% of loans secured by residential real estate, and 5.0% of loans secured by agricultural real estate. The loan portfolio also included other commercial, financial, and agricultural purposes of 19.8% and installment loans to individuals for consumer purposes of 2.0%.

Allowance and Provision for Possible Loan Losses

The allowance for loan losses represents our estimate of the amount required for probable loan losses in the Corporation’s loan portfolio. Loans, or portions thereof, which are considered to be uncollectible are charged against this allowance and any subsequent recoveries are credited to the allowance. There can be no assurance that the Corporation will not sustain losses in future periods which could be substantial in relation to the size of the allowance for loan losses at December 31, 2012.

We have a loan review program in place which provides for the regular examination and evaluation of the risk elements within the loan portfolio. The adequacy of the allowance for loan losses is regularly evaluated based on the review of all significant loans with particular emphasis on nonaccruing, past due, and other potentially impaired loans that have been identified as possible problems.

The allowance for loan losses was $2.845 million, or 1.4% of total loans outstanding, as of December 31, 2012. This level represented a $255 thousand decrease from the corresponding 2011 year-end amount which was 1.7% of total loans outstanding.

There was a provision for loan losses of $445 thousand in 2012 compared with a provision for loan losses of $984 thousand in 2011. See Part I, Item 1, “Table 4 – Loan Portfolio” of the Guide 3 for details of the changes in the allowance for loan losses.

Investment Securities

The investment portfolio serves several important functions for the Corporation. Investments in securities are used as a source of income to complement loan demand and to satisfy pledging requirements in the most profitable way possible. The investment portfolio is a source of liquidity when loan demand exceeds funding availability, and is a vehicle for adjusting balance sheet sensitivity to cushion against adverse rate movements. Our investment policy attempts to provide adequate liquidity by maintaining a portfolio with significant cash flow for reinvestment. The Corporation’s investment securities represent 23% of our assets and consist largely of 57% state, county and municipal securities. Also, the portfolio includes 32% U.S. Government sponsored pass-thru residential mortgage-backed securities and 11% U.S. Government Agency securities.

The following table summarizes the contractual maturity of investment securities at their carrying values as of December 31, 2012:

Amounts Maturing In:	Securities Available for Sale		Securities Held to Maturity		Total
	(Dollars in thousands)
One year or less	$	0	$	2,809	$	2,809
After one through five years		2,309		14,183		16,492
After five through ten years		11,950		26,379		38,329
After ten years		7,279		16,493		23,772
Equity securities		134		0		134
Total investment securities	$	21,672	$	59,864	$	81,536

At year-end 2012, the total investment portfolio grew slightly to $81.5 million, an increase of $556 thousand, compared with $81.0 million at year-end 2011. The increase was mainly due to purchases of $30.1 million of U.S. Government Agencies and municipal securities. Partially offsetting these purchases were calls and maturities of $7.4 million of U.S. Government Agencies and municipals as well as residential mortgage-backed securities principal paydowns of approximately $12.5 million. Additionally, we sold $8.8 million of longer-term residential mortgage-backed securities resulting in a net gain of $338 thousand. The average investment portfolio decreased $12.5 million to $77.7 million in 2012 from $90.2 million in 2011.

We will continue to actively manage the size, components, and maturity structure of the investment securities portfolio. Future investment strategies will continue to be based on profit objectives, economic conditions, interest rate risk objectives, and balance sheet liquidity demands.

Nonperforming Assets

Nonperforming assets are defined as nonaccrual loans, loans that are 90 days past due and still accruing, other-than-temporarily impaired preferred stock, and property acquired by foreclosure. The level of nonperforming assets decreased $1.772 million at year-end 2012 compared with year-end 2011. This decrease was primarily due to a decrease in nonaccrual loans as well as a decrease in foreclosed properties. Nonaccrual loans decreased as payments brought loans current or no more than 30-89 days past due when compared with the previous year. Foreclosed assets decreased $668 thousand when compared to the prior year end. Partially offsetting the decrease in nonaccrual loans and foreclosed assets, other-than-temporarily impaired preferred stock increased $24 thousand. Nonperforming assets were approximately $1.849 million, or .53% of total assets as of December 31, 2012, compared with $3.621 million, or 1.18% of total assets at year-end 2011.

Deposits and Other Interest-Bearing Liabilities

Our primary source of funds is deposits. The Corporation offers a variety of deposit accounts having a wide range of interest rates and terms. We rely primarily on competitive pricing policies and customer service to attract and retain these deposits.

In 2012, average deposits increased compared with 2011 from $249.0 million to $269.5 million. This average deposit growth occurred primarily in noninterest-bearing deposits. As of December 31, 2012, the Corporation’s certificates of deposit of $100,000 or more balance increased to $36.6 million from $32.6 million at the end of 2011.

We have used borrowings from the Federal Home Loan Bank to support our residential mortgage lending activities. During 2012, the Corporation repaid $2 million of the fixed-rate advances from the Federal Home Loan Bank. During 2013, we expect to pay $2 million of the fixed-rate advances. Total long-term advances with the Federal Home Loan Bank were $20 million at December 31, 2012. Two of these advances totaling $10 million have convertible options by the issuer to convert the rates to a 3-month LIBOR. The Corporation intends to pay off these advances at the conversion dates. Details on the Federal Home Loan Bank advances are presented in Notes 7 and 8 to the financial statements.

Liquidity

Liquidity is managed to assume that the Bank can meet the cash flow requirements of customers who may be either depositors wanting to withdraw their funds or borrowers needing funds to meet their credit needs. Many factors affect the ability to accomplish liquidity objectives successfully. Those factors include the economic environment, our asset/liability mix and our overall reputation and credit standing in the marketplace. In the ordinary course of business, our cash flows are generated from deposits, interest and fee income, loan repayments and the maturity or sale of other earning assets.

In addition, because the Corporation is a separate entity and apart from the Bank, it must provide for its own liquidity. The Corporation is responsible for the payment of dividends declared for stockholders, and interest and principal on any outstanding debt. Substantially all of the Corporation’s liquidity is obtained from dividends from the Bank.

The Consolidated Statement of Cash Flows details the Corporation’s cash flows from operating, investing, and financing activities. During 2012, operating and financing activities provided cash flows of $43.6 million, while investing activities used $28.1 million resulting in an increase in cash and cash equivalents balances of $15.5 million.

Liability liquidity represents our ability to renew or replace our short-term borrowings and deposits as they mature or are withdrawn. The Bank’s deposit mix includes a significant amount of core deposits. Core deposits are defined as total deposits less time deposits of $100,000 or more. These funds are relatively stable because they are generally accounts of individual customers who are concerned not only with rates paid, but with the value of the services they receive, such as efficient operations performed by helpful personnel. Total core deposits were 87.5% of total deposits on December 31, 2012, compared with 86.9% in 2011.

Asset liquidity is provided through ordinary business activity, such as cash received from interest and fee payments as well as from maturing loans and investments. Additional sources include marketable securities and short-term investments that are easily converted into cash without significant loss. The Bank had $2.8 million investment securities maturing within one year or less on December 31, 2012, which represented 3.5% of the investment debt securities portfolio. Also, the Bank has approximately $2.7 million of state and municipal securities callable at the option of the issuer within one year and approximately $8.4 million of expected annual cash flow in principal reductions from payments of mortgage-backed securities.

Due to the current interest rate environment, $2.5 million of our callable securities were called in 2012 and $8.4 million were called in 2011. We have reinvested these proceeds from called investment securities in new loans and new investment securities. We are not aware of any other known trends, events, or uncertainties that will have or that are reasonably likely to have a material adverse effect on the Corporation’s liquidity or operations.

Contractual Obligations

The chart below shows the Corporation’s contractual obligations and its scheduled future cash payments under those obligations as of December 31, 2012.

The majority of the Corporation’s outstanding contractual obligations are long-term debt. The remaining contractual obligations are comprised of purchase obligations for data processing services and a rental agreement for our mortgage servicing office. We have no capital lease obligations.

	Payments Due by Period
Contractual Obligations (Dollars in thousands)	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long-term debt	$	20,000	$	0	$	10,000	$	0	$	10,000
Operating leases		46		28		15		3		0
Total contractual obligations	$	22,046	$	28	$	10,015	$	3	$	10,000

Off-Balance Sheet Arrangements

We are a party to financial instruments with off-balance-sheet risk which arise in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit in the form of loans or through letters of credit. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the financial statements. Since many of the commitments to extend credit and standby letters of credit are expected to expire without being drawn upon, the contractual amounts do not necessarily represent future cash requirements.

Financial instruments whose contract amounts represent credit risk (Dollars in thousands):

2012

2011

Commitments to extend credit

15,716

16,734

Standby letters of credit

The Corporation does not have any special purpose entities or off-balance sheet financing payment obligations.

Capital Resources and Dividends

Our average equity to average assets ratio was 8.99% in 2012 and 9.06% in 2011. The Federal Reserve Board and the FDIC have issued rules regarding risk-based capital requirements for U.S. banks and bank holding companies. Overall, these guidelines define the components of capital, require higher levels of capital for higher risk assets and lower levels of capital for lower risk assets, and include certain off-balance sheet items in the calculation of capital requirements. The risk-based capital regulations require banks to maintain an 8% total risk-based ratio, of which 4% must consist primarily of tangible common stockholders’ equity (Tier I Capital) or its equivalent. Also, the regulations require a financial institution to maintain a 3% leverage ratio. At year-end 2012, we were well in excess of the minimum requirements under the guidelines with a total risk-based capital ratio of 15.56%, a Tier I risk-based capital ratio of 14.31%, and a leverage ratio of 8.85%. To continue to conduct its business as currently conducted, the Corporation and the Bank will need to maintain capital well above the minimum levels.

The following table presents the risk-based capital and leverage ratios for year-end 2012 and 2011 in comparison to both the minimum regulatory guidelines and the minimum for well capitalized:

	Southwest Georgia Financial Corporation						Southwest Georgia Bank
Risk Based Capital Ratios	Dec. 31, 2012			Dec. 31, 2011			Dec. 31, 2012			Dec. 31, 2011			Minimum Regulatory Gudelines			Minimum For Well Capitalized

Tier I capital		14.31	%		15.45	%		13.81	%		14.84	%		4.00	%		6.00	%
Total risk-based capital		15.56	%		16.71	%		15.06	%		16.10	%		8.00	%		10.00	%
Leverage		8.85	%		9.47	%		8.54	%		9.09	%		3.00	%		5.00	%

Interest Rate Sensitivity

The Corporation’s most important element of asset/liability management is the monitoring of its sensitivity and exposure to interest rate movements which is the Corporation’s primary market risk. We have no foreign currency exchange rate risk, commodity price risk, or any other material market risk. The Corporation has no trading investment portfolio, nor do we have any interest rate swaps or other derivative instruments.

Our primary source of earnings, net interest income, can fluctuate with significant interest rate movements. To lessen the impact of these movements, we seek to maximize net interest income while remaining within prudent ranges of risk by practicing sound interest rate sensitivity management. We attempt to accomplish this objective by structuring the balance sheet so that the differences in repricing opportunities between assets and liabilities are minimized. Interest rate sensitivity refers to the responsiveness of earning assets and interest-bearing liabilities to changes in market interest rates. The Corporation’s interest rate risk management is carried out by the Asset/Liability Management Committee which operates under policies and guidelines established by the Bank. The principal objective of asset/liability management is to manage the levels of interest-sensitive assets and liabilities to minimize net interest income fluctuations in times of fluctuating market interest rates. To effectively measure and manage interest rate risk, the Corporation uses computer simulations that determine the impact on net interest income of numerous interest rate scenarios, balance sheet trends and strategies. These simulations cover the following financial instruments: short-term financial instruments, investment securities, loans, deposits, and borrowings. These simulations incorporate assumptions about balance sheet dynamics, such as loan and deposit growth and pricing, changes in funding mix, and asset and liability repricing and maturity characteristics. Simulations are run under various interest rate scenarios to determine the impact on net income and capital. From these computer simulations, interest rate risk is quantified and appropriate strategies are developed and implemented. The Corporation also maintains an investment portfolio which receives monthly cash flows from mortgage-backed securities principal payments, and staggered maturities and provides flexibility over time in managing exposure to changes in interest rates. Any imbalances in the repricing opportunities at any point in time constitute a financial institution’s interest rate sensitivity.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is filed herewith.

Management’s Report on Internal Control over Financial Reporting

Management of the Corporation is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Corporation conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control over Financial Reporting - Guidance for Smaller Public Companies issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the above framework, management of the Corporation has concluded the Corporation maintained effective internal control over financial reporting, as such term is defined in Securities Exchange Act of 1934 Rule 13a-15(f), as of December 31, 2012. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management is also responsible for the preparation and fair presentation of the consolidated financial statements and other financial information contained in this report. The accompanying consolidated financial statements were prepared in conformity with GAAP and include, as necessary, best estimates and judgments by management.

/s/ DeWitt Drew		/s/ George R. Kirkland
DeWitt Drew		George R. Kirkland
President and		Senior Vice President and
Chief Executive Officer		Treasurer

March 29, 2013

SOUTHWEST GEORGIA FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

December 31, 2012 and 2011

	2012			2011
ASSETS
Cash and due from banks	$	8,646,515		$	6,552,358
Interest-bearing deposits in other banks		27,934,537			14,498,048
Cash and cash equivalents		36,581,052			21,050,406

Certificates of deposit in other banks		3,920,000			980,000
Investment securities available for sale, at fair value		21,672,040			28,640,832
Investment securities to be held to maturity (fair value
approximates $62,084,319 and $54,158,523)		59,863,489			52,338,728
Federal Home Loan Bank stock, at cost		1,447,500			1,786,500
Loans, net of allowance for loan losses of $2,844,903 and
$3,100,000		201,292,113			178,202,314
Premises and equipment, net		10,149,290			9,942,429
Foreclosed assets, net		1,689,861			2,357,695
Intangible assets		327,038			546,519
Bank owned life insurance		4,766,513			4,593,385
Other assets		5,472,526			5,211,208

Total assets	$	347,181,422		$	305,650,016

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits:
NOW accounts	$	28,881,314		$	29,841,315
Money market		77,132,984			45,638,259
Savings		25,988,297			24,366,536
Certificates of deposit $100,000 and over		36,590,450			32,629,146
Other time accounts		55,097,669			59,950,041

Total interest-bearing deposits		223,690,714			192,425,297
Noninterest-bearing deposits		68,071,346			56,485,602

Total deposits		291,762,060			248,910,899

Short-term borrowed funds		2,000,000			2,000,000
Long-term debt		20,000,000			22,000,000
Other liabilities		3,544,354			4,188,232

Total liabilities		317,306,414			277,099,131

Stockholders’ equity:
Common stock – $1 par value, 5,000,000 shares
authorized, 4,293,835 shares issued		4,293,835			4,293,835
Additional paid-in capital		31,701,533			31,701,533
Retained earnings		20,663,681			19,132,249
Accumulated other comprehensive income (loss)		(670,246	)		(462,937	)
Treasury stock, at cost 1,745,998 shares for 2012
and 2011		(26,113,795	)		(26,113,795	)

Total stockholders’ equity		29,875,008			28,550,885

Total liabilities and stockholders’ equity	$	347,181,422		$	305,650,016

See accompanying notes to consolidated financial statements.

SOUTHWEST GEORGIA FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

for the years ended December 31, 2012, 2011, and 2010

	2012			2011			2010
Interest income:
Interest and fees on loans	$	11,455,071		$	10,408,472		$	9,943,649
Interest on debt securities: Taxable		1,151,447			1,922,523			2,412,444
Interest on debt securities: Tax-exempt		1,015,261			721,358			597,242
Dividends		32,807			14,632			5,404
Interest on deposits in other banks		60,037			35,277			57,805
Interest on certificates of deposit in other banks		19,578			1,858			0
Total interest income		13,734,201			13,104,120			13,016,544

Interest expense:
Deposits		1,111,430			1,369,745			2,053,646
Federal funds purchased		4			1,810			3
Other short-term borrowings		53,765			41,677			111,452
Long-term debt		733,339			781,581			724,012
Total interest expense		1,898,538			2,194,813			2,889,113

Net interest income		11,835,663			10,909,307			10,127,431

Provision for loan losses		445,000			983,667			600,000
Net interest income after provision
for loan losses		11,390,663			9,925,640			9,527,431

Noninterest income:
Service charges on deposit accounts		1,241,756			1,359,866			1,509,247
Income from trust services		205,047			214,016			241,583
Income from brokerage services		381,916			324,018			300,210
Income from insurance services		1,280,474			1,273,320			1,124,612
Income from mortgage banking services		1,675,936			1,477,166			1,350,625
Provision for foreclosed asset losses		(320,000	)		(300,000	)		(275,000	)
Net gain (loss) on sale or disposition of assets		23,972			(160,182	)		30,852
Net gain on sale of securities		337,804			381,312			534,973
Net loss on the impairment of equity securities		0			(12,265	)		0
Other income		697,929			601,510			569,815
Total noninterest income		5,524,834			5,158,761			5,386,917

Noninterest expense:
Salaries and employee benefits		8,717,337			7,716,684			6,970,460
Occupancy expense		1,006,426			952,668			891,291
Equipment expense		939,933			811,701			739,223
Data processing expense		1,081,840			1,039,252			989,413
Amortization of intangible assets		219,482			219,357			207,638
Other operating expenses		2,630,514			2,596,398			2,676,372
Total noninterest expenses		14,595,532			13,336,060			12,474,397

Income before income taxes		2,319,965			1,748,341			2,439,951
Provision for income taxes		380,878			287,203			583,735
Net income	$	1,939,087		$	1,461,138		$	1,856,216

Basic earnings per share:
Net income	$	0.76		$	0.57		$	0.73
Weighted average shares outstanding		2,547,837			2,547,837			2,547,837
Diluted earnings per share:
Net income	$	0.76		$	0.57		$	0.73
Weighted average shares outstanding		2,547,865			2,547,865			2,547,894

See accompanying notes to consolidated financial statements.

SOUTHWEST GEORGIA FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

for the years ended December 31, 2012, 2011, and 2010

	2012			2011		2010

Net income	$	1,939,087		$	1,461,138	$	1,856,216
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on securities
available for sale		(732,000	)		813,321		(306,275	)
Unrealized gain (loss) on pension plan benefits		417,892			48,708		(232,844	)
Federal income tax expense (benefit)		(106,799	)		293,091		(183,299	)
Other comprehensive income (loss), net of tax		(207,309	)		568,938		(355,820	)
Total comprehensive income	$	1,731,778		$	2,030,076	$	1,500,396

See accompanying notes to consolidated financial statements.

SOUTHWEST GEORGIA FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

for the years ended December 31, 2012, 2011, and 2010

	Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Stockholders’ Equity
Balance at Dec. 31, 2009	$	4,293,835	$	31,701,533	$	16,324,463		$	(676,055	)	$	(26,113,795	)	$	25,529,981
Net Income		—		—		1,856,216			—			—			1,856,216
Comprehensive income (loss):
Changes in net (loss) on securities available for sale		—		—		—			(202,142	)		—			(202,142	)
Changes in net (loss) on pension plan benefits		—		—		—			(153,678	)		—			(153,678	)
Total comprehensive income															1,500,396
Cash dividend declared $.10 per share		—		—		(254,784	)		—			—			(254,784	)
Balance at Dec. 31, 2010		4,293,835		31,701,533		17,925,895			(1,031,875	)		(26,113,795	)		26,775,593
Net Income		—		—		1,461,138			—			—			1,461,138
Comprehensive income (loss):
Changes in net gain on securities available for sale		—		—		—			536,791			—			536,791
Changes in net gain on pension plan benefits		—		—		—			32,147			—			32,147
Total comprehensive income															2,030,076
Cash dividend declared $.10 per share		—		—		(254,784	)		—			—			(254,784	)
Balance at Dec. 31, 2011		4,293,835		31,701,533		19,132,249			(462,937	)		(26,113,795	)		28,550,885
Net Income		—		—		1,939,087			—			—			1,939,087
Comprehensive income (loss):
Changes in net gain on securities available for sale		—		—		—			(483,118	)		—			(483,118	)
Changes in net gain on pension plan benefits		—		—		—			275,809			—			275,809
Total comprehensive income															1,731,778
Cash dividend declared $.16 per share		—		—		(407,655	)		—			—			(407,655	)
Balance at Dec. 31, 2012	$	4,293,835	$	31,701,533	$	20,663,681		$	(670,246	)	$	(26,113,795	)	$	29,875,008

See accompanying notes to consolidated financial statements.

SOUTHWEST GEORGIA FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2012, 2011, and 2010

	2012			2011			2010
Cash flows from operating activities:
Net income	$	1,939,087		$	1,461,138		$	1,856,216
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for loan losses		445,000			983,667			600,000
Provision for foreclosed asset losses		320,000			300,000			275,000
Depreciation		897,094			829,868			782,739
Net amortization and (accretion) of investment securities		329,655			375,206			307,134
Income on cash surrender value of bank owned life insurance		(173,128	)		(164,069	)		(128,128	)
Amortization of intangibles		219,482			219,357			207,638
Loss on sale/writedown of foreclosed assets		125,481			166,605			121,021
Net loss on the impairment of equity securities		0			12,265			0
Net gain on sale of securities		(337,804	)		(381,312	)		(534,973	)
Net gain on disposal of other assets		(149,453	)		(2,820	)		(95,874	)
Change in:
Funds held related to mortgage banking activities		(590,699	)		14,197			(184,678	)
Other assets		(165,378	)		668,061			794,322
Other liabilities		364,712			125,464			1,851
Net cash provided by operating activities		3,224,049			4,607,627			4,002,268

Cash flows from investing activities:
Proceeds from calls, paydowns and maturities of securities HTM		12,389,820			15,831,690			10,230,355
Proceeds from calls, paydowns and maturities of securities AFS		7,889,000			11,641,799			9,261,755
Proceeds from sale of securities available for sale		8,833,839			24,846,529			17,856,535
Purchase of securities held to maturity		(20,202,076	)		(22,193,213	)		(32,538,827	)
Purchase of securities available for sale		(9,851,401	)		(9,234,434	)		(19,898,202	)
Purchase of certificates of deposit in other banks		(2,940,000	)		(980,000	)		0
Net change in loans		(24,447,726	)		(24,968,385	)		1,456,440
Purchase bank owned life insurance		0			(1,400,002	)		0
Expenditures for improvements to other real estate owned		0			(42,401	)		(119,120	)
Purchase of premises and equipment		(1,309,346	)		(1,553,137	)		(2,243,328	)
Proceeds from sales of other assets		1,500,981			1,298,642			921,078
Net cash provided for investing activities		(28,136,909	)		(6,752,912	)		(15,073,314	)

Cash flows from financing activities:
Net change in deposits		42,851,161			9,379,840			4,100,048
Payment of short-term debt		(2,000,000	)		(2,000,000	)		0
Cash dividends paid		(407,655	)		(254,784	)		(254,784	)
Net cash provided for financing activities		40,443,506			7,125,056			3,845,264

Increase(decrease) in cash and cash equivalents		15,530,646			4,979,771			(7,225,782	)
Cash and cash equivalents - beginning of period		21,050,406			16,070,635			23,296,417
Cash and cash equivalents - end of period	$	36,581,052		$	21,050,406		$	16,070,635

Cash paid during the year for:
Income taxes	$	454,000		$	0		$	572,710
Interest paid	$	1,911,944		$	2,274,698		$	2,992,228

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

	2012			2011		2010
NONCASH ITEMS:
Increase in foreclosed properties and decrease in loans	$	912,927		$	760,420	$	662,941
Unrealized gain (loss) on securities AFS	$	(732,000	)	$	813,321	$	(306,275	)
Unrealized gain (loss) on pension plan benefits	$	417,892		$	48,708	$	(232,844	)
Net reclass between short and long-term debt	$	2,000,000		$	2,000,000	$	(3,000,000	)

See accompanying notes to consolidated financial statements.

SOUTHWEST GEORGIA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of Southwest Georgia Financial Corporation and subsidiaries (the “Corporation”) conform to U.S. generally accepted accounting principles (“GAAP”) and to general practices within the banking industry. The following is a description of the more significant of those policies.

Principles of Consolidation

The consolidated financial statements include the accounts of Southwest Georgia Financial Corporation and its wholly-owned direct and indirect subsidiaries, Southwest Georgia Bank (the “Bank”) and Empire Financial Services, Inc. (“Empire”). All significant intercompany accounts and transactions have been eliminated in the consolidation.

Nature of Operations

The Corporation offers comprehensive financial services to consumer, business, and governmental customers through its banking offices in southwest Georgia. Its primary deposit products are money market, NOW, savings and certificates of deposit, and its primary lending products are consumer and commercial mortgage loans. The Corporation provides, in addition to conventional banking services, investment planning and management, trust management, mortgage banking, and commercial and individual insurance products. Insurance products and advice are provided by the Bank’s Southwest Georgia Insurance Services Division. Mortgage banking for primarily commercial properties is provided by Empire, a mortgage banking services subsidiary.

The Corporation’s primary business is providing banking services through the Bank to individuals and businesses principally in Colquitt County, Baker County, Thomas County, Worth County, Lowndes County and the surrounding counties of southwest Georgia. The Bank also operates Empire in Milledgeville, Georgia. Our first full-service banking center in Valdosta, Georgia opened in June 2010 and a mortgage origination office was opened in January 2011 in Valdosta, Georgia. Our second banking center in Valdosta opened in March 2012.

Use of Estimates

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

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans. In connection with these evaluations, management obtains independent appraisals for significant properties.

A substantial portion of the Corporation’s loans are secured by real estate located primarily in Georgia. Accordingly, the ultimate collection of these loans is susceptible to changes in the real estate market conditions of this market area.

Cash and Cash Equivalents and Statement of Cash Flows

For purposes of reporting cash flows, the Corporation considers cash and cash equivalents to include all cash on hand, deposit amounts due from banks, interest-bearing deposits in other banks, and federal funds sold. The Corporation maintains its cash balances in several financial institutions. Accounts at the financial institutions are secured by the Federal Deposit Insurance Corporation up to $250,000. There were no uninsured deposits at December 31, 2012.

Investment Securities

Debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Securities not classified as held to maturity or trading, including equity securities with readily determinable fair values, are classified as “available for sale” and recorded at fair value with unrealized gains and losses reported in other comprehensive income.

Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other-than-temporarily impaired are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

Premises and Equipment

Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation has been calculated primarily using the straight-line method for buildings and building improvements over the assets estimated useful lives. Equipment and furniture are depreciated using the modified accelerated recovery system method over the assets estimated useful lives for financial reporting and income tax purposes for assets purchased on or before December 31, 2003. For assets acquired after 2003, the Corporation used the straight-line method of depreciation. The following estimated useful lives are used for financial statement purposes:

Land improvements	5 – 31 years
Building and improvements	10 – 40 years
Machinery and equipment	5 – 10 years
Computer equipment	3 – 5 years
Office furniture and fixtures	5 – 10 years

All of the Corporation’s leases are operating leases and are not capitalized as assets for financial reporting purposes. Maintenance and repairs are charged to expense and betterments are capitalized.

Long-lived assets are evaluated regularly for other-than-temporary impairment. If circumstances suggest that their value may be impaired and the write-down would be material, an assessment of recoverability is performed prior to any write-down of the asset. Impairment on intangibles is evaluated at each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount should be assessed. Impairment, if any, is recognized through a valuation allowance with a corresponding charge recorded in the income statement.

Loans and Allowances for Loan Losses

Loans are stated at principal amounts outstanding less unearned income and the allowance for loan losses. Interest income is credited to income based on the principal amount outstanding at the respective rate of interest except for interest on certain installment loans made on a discount basis which is recognized in a manner that results in a level-yield on the principal outstanding.

Accrual of interest income is discontinued on loans when, in the opinion of management, collection of such interest income becomes doubtful. Accrual of interest on such loans is resumed when, in management’s judgment, the collection of interest and principal becomes probable.

Fees on loans and costs incurred in origination of most loans are recognized at the time the loan is placed on the books. Because loan fees are not significant, the results on operations are not materially different from the results which would be obtained by accounting for loan fees and costs as amortized over the term of the loan as an adjustment of the yield.

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

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Corporation does not separately identify individual consumer and residential loans for impairment disclosures.

The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes the collection of the principal is unlikely. The allowance is an amount which management believes will be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectability of loans and prior loss experience. This evaluation takes into consideration such factors as changes in the nature and volume of the loan portfolios, current economic conditions that may affect the borrowers’ ability to pay, overall portfolio quality, and review of specific problem loans.

Management believes that the allowance for loan losses is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based upon changes in economic conditions. Also, various regulatory agencies, as an integral part of their examination process, periodically review the Corporation’s allowance for loan losses. Such agencies may require the Corporation to recognize additions to the allowance based on their judgments of information available to them at the time of their examination.

Foreclosed Assets

In accordance with policy guidelines and regulations, properties acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at the lower of cost or fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. A valuation allowance is established to record market value changes in foreclosed assets. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets. As of December 31, 2012, the valuation allowance for foreclosed asset losses was $895,000.

Intangible Assets

Intangible assets are amortized over a determined useful life using the straight-line basis. These assets are evaluated annually as to the recoverability of the carrying value. The remaining intangibles have a remaining life of two to eight years.

Credit Related Financial Instruments

In the ordinary course of business, the Corporation has entered into commitments to extend credit, including commitments under credit card arrangements, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded when they are funded.

Retirement Plans

The Corporation and its subsidiaries have post-retirement plans covering substantially all employees. The Corporation makes annual contributions to the plans in amounts not exceeding the regulatory requirements.

Bank Owned Life Insurance

The Corporation’s subsidiary bank has bank owned life insurance policies on a group of employees. Banking laws and regulations allow the Bank to purchase life insurance policies on certain employees in order to help offset the Bank’s overall employee compensation costs. At December 31, 2012 and 2011, the policies had a value of $4,766,513 and $4,593,385, respectively, and were 16.0% and 16.1%, respectively, of stockholders’ equity. These values are within regulatory guidelines.

Income Taxes

The Corporation and its subsidiaries file a consolidated income tax return. Each subsidiary computes its income tax expense as if it filed an individual return except that it does not receive any portion of the surtax allocation. Any benefits or disadvantages of the consolidation are absorbed by the parent company. Each subsidiary pays its allocation of federal income taxes to the parent company or receives payment from the parent company to the extent that tax benefits are realized.

The Corporation reports income under Accounting Standards Codification Topic 740, Income Taxes, which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Recognition of deferred tax assets is based on management’s belief that it is more likely than not that the tax benefit associated with certain temporary differences and tax credits will be realized.

The Corporation will recognize a tax position as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with an examination being presumed to occur. The amount recognized is the largest amount of a tax benefit that is greater than fifty percent likely of being realized on examination. No benefit is recorded for tax positions that do not meet the more than likely than not test.

The Corporation recognizes penalties related to income tax matters in income tax expense. The Corporation is subject to U.S. federal and Georgia state income tax audit for returns for the tax period ending December 31, 2010 and subsequent years.

The Internal Revenue Service (“IRS”) completed an audit of the Corporation’s tax returns in May 2010 for periods ending December 31, 2009, 2008, and 2007. Adjustments from the examiner and payments to the IRS approximated $337,000. The result of the audit did not have a material impact on the Corporation’s financial statements. Thus, no FIN 48 liability was recorded for additional tax, interest or penalties. We are aware of no additional material uncertain tax positions which would require a FIN 48 liability to be recorded for the current year.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) includes all changes in stockholders’ equity during a period, except those resulting from transactions with stockholders. Besides net income, other components of the Corporation’s accumulated other comprehensive income (loss) includes the after tax effect of changes in the net unrealized gain/loss on securities available for sale and the unrealized gain/loss on pension plan benefits. The following table presents the components of accumulated other comprehensive income (loss) as of December 31, 2012 and 2011.

	2012			2011
Unrealized gain (loss) on AFS securities:
Gross	$	664,699		$	1,396,698
Tax		(225,997	)		(474,878	)
Net		438,702			921,820
Unrealized gain (loss) on pension plan benefits:
Gross		(1,680,224	)		(2,098,116	)
Tax		571,276			713,359
Net		(1,108,948	)		(1,384,757	)

Total accumulated other comprehensive income (loss)	$	(670,246	)	$	(462,937	)

Trust Department

Trust income is included in the accompanying consolidated financial statements on the cash basis in accordance with established industry practices. Reporting of such fees on the accrual basis would have no material effect on reported income.

Servicing and Origination Fees on Loans

The Corporation from the Bank’s subsidiary, Empire, recognizes as income in the current period all loan origination and brokerage fees collected on loans originated and closed for investing participants. Empire provides commercial mortgage banking services and was servicing approximately $126 million in non-recourse commercial mortgages at year-end 2012. Loan servicing fees are based on a percentage of loan interest paid by the borrower and recognized over the term of the loan as loan payments are received. Empire does not directly fund any mortgages and acts as a service-oriented broker for participating mortgage lenders. Fees charged for continuing servicing fees are comparable with market rates charged in the industry. Based on these facts and after a thorough analysis and evaluation of deferred mortgage servicing costs as defined under Accounting Standards Codification (“ASC”) 860, unrecognized mortgage servicing assets are considered insignificant and immaterial to be recognized. Late charges assessed on past due payments are recognized as income by the Corporation when collected.

Advertising Costs

It is the policy of the Corporation to expense advertising costs as they are incurred. The Corporation does not engage in any direct-response advertising and accordingly has no advertising costs reported as assets on its balance sheet. Costs that were expensed during 2012, 2011, and 2010 were $164,518, $161,171, and $177,402, respectively.

Recent Market and Regulatory Developments

The financial services industry is continuing to face unprecedented challenges in the face of the current national and global economic environment. The global and U.S. economies continue to experience significantly reduced business activity. While recently showing signs of improvement, dramatic declines in the housing market during the past several years, with falling home prices and increasing foreclosures and unemployment, have resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities and major commercial and investment banks. These write-downs, initially of mortgage-backed securities but spreading to credit default swaps and other derivative securities, have caused many financial institutions to seek additional capital; to merge with larger and stronger institutions; and, in some cases, to fail. The Corporation is fortunate that the markets it serves have been impacted to a lesser extent than many areas around the country.

In May 2009, the FDIC imposed a special assessment on insured institutions as part of its efforts to rebuild the Deposit Insurance Fund and help maintain public confidence in the banking system. The special assessment was five basis points of each FDIC-insured depository institution’s assets minus Tier 1 capital, as of June 30, 2009. The Corporation recorded a pre-tax charge of approximately $122 thousand in the second quarter of 2009 in connection with the special assessment.

In September 2009, the FDIC adopted a Notice of Proposed Rulemaking (NPR) that would require insured institutions to prepay their estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012. The FDIC Board voted to adopt a uniform three-basis point increase in assessment rates effective January 1, 2011, and extend the restoration period from seven to eight years. This rule was finalized in November 2009. As a result, the Corporation is carrying a prepaid asset of $463 thousand as of December 31, 2012. The Corporation’s quarterly risk-based deposit insurance assessments will be paid from this amount until the amount is exhausted or until December 30, 2014, when any amount remaining would be returned to the Corporation.

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted. The Dodd-Frank Act was intended to address many issues arising in the recent financial crisis and is exceedingly broad in scope affecting many aspects of bank and financial market regulation. The Dodd-Frank Act requires, or permits by implementing regulation, enhanced prudential standards for banks and bank holding companies inclusive of capital, leverage, liquidity, concentration and exposure measures. In addition, traditional bank regulatory principles such as restrictions on transactions with affiliates and insiders were enhanced. The Dodd-Frank Act also contains reforms of consumer mortgage lending practices and creates a Bureau of Consumer Financial Protection which is granted broad authority over consumer financial practices of banks and others. It is expected as the specific new or incremental requirements applicable to the Corporation become effective that the costs and difficulties of remaining compliant with all such requirements will increase. The Dodd-Frank Act also permanently raises the current standard maximum FDIC deposit insurance amount to $250,000.

On November 9, 2010, the FDIC adopted the final rule that provides temporary unlimited coverage for noninterest-bearing transaction accounts at all FDIC-insured depository institutions (IDIs) in anticipation of the expiration of the Transaction Account Guarantee Program on December 31, 2010. The separate coverage for noninterest-bearing transaction accounts became effective on December 31, 2010, and terminated on December 31, 2012. Unlike the Transaction Account Guarantee Program, the Dodd-Frank Act definition of noninterest-bearing transaction accounts does not include either low-interest Negotiable Order of Withdrawal (NOW) accounts or Interest on Lawyer Trust Accounts (IOLTAs).

Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) ASC was effective for the Corporation’s financial statements for periods ending after September 15, 2009. On July 1, 2009, the ASC became the single source of authoritative non-governmental GAAP. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative guidance for SEC registrants. All guidance contained in the Codification carries an equal level of authority. This guidance was effective for financial statements issued for interim and annual periods ending after September 15, 2009, and did not have a material impact on our financial position or results of operations.

In October 2012, the FASB issued Accounting Standards Update (“ASU”) 2012-06, “Business Combinations (Topic 805): Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution.” ASU 2012-06 clarifies the applicable guidance for subsequently measuring an indemnification asset recognized as a result of a government-assisted acquisition of a financial institution. The standard instructs that when a reporting entity recognizes an indemnification asset, it should subsequently account for the change in the measurement of the indemnification asset on the same basis as the change in the assets subject to indemnification. Any amortization of changes in value should be limited to the contractual term of the indemnification agreement. The amended guidance is effective for interim and annual periods beginning on or after December 15, 2012. The adoption of this guidance is not expected to have a material effect on the Corporation’s financial position or results of operations.

In October 2012, the FASB issued ASU 2012-04, “Technical Corrections and Improvement.” It makes conforming amendments related to fair value measurements within the ASC as well as other technical corrections covering a broad range of topics. The amendments in the update that did not have transition guidance were effective upon issuance and the amendments subject to transition guidance will be effective for fiscal periods beginning after December 15, 2012, for public entities. The adoption of this guidance is not expected to have a material effect on the Corporation’s financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other”; amending ASC Topic 350 to simplify how an entity tests indefinite-lived intangible assets other than goodwill for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. The amendment permits an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset other than goodwill is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. The amendment is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this guidance is not expected to have a material effect on the Corporation’s financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-12, “Comprehensive Income”, Topic 220, which defers the effective date for the amendments to the presentation of items reclassified out of accumulated other comprehensive income from ASU No. 2011-05. ASU 2011-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.

In September, 2011, the FASB issued ASU 2011-08, “Intangibles – Goodwill and Other.” This ASU is intended to simplify how an entity tests goodwill for impairment. The new guidance allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer is required to calculate the fair value of a reporting unit unless the entity determines, based on its qualitative assessment, that it is more likely than not that the reporting unit’s fair value is less than its carrying amount. The ASU will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this guidance is not expected to have a material effect on the Corporation’s financial position or results of operations.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income,” which revises how entities present comprehensive income in their financial statements. The ASU requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. In a continuous statement of comprehensive income, an entity would be required to present the components of the income statement as presented today, along with the components of other comprehensive income. In the two-statement approach, an entity would be required to present a statement that is consistent with the income statement format used today, along with a second statement, which would immediately follow the income statement, that would include the components of other comprehensive income. The ASU eliminates the option for presenting components of other comprehensive income as part of the statement of changes in stockholders’ equity, requires that the statement of comprehensive income directly follows the income statement (if using the two statement approach), and requires that reclassification adjustments from other comprehensive income to net income are presented on the face of the financial statements. The ASU does not change the items that an entity must report in other comprehensive income. ASU 2011-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this guidance is not expected to have a material effect on the Corporation’s financial position or results of operations.

In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs.” This ASU is a result of joint efforts by the FASB and the International Accounting Standards Board (“IASB”) to develop a single, converged fair value framework for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and International Financial Reporting Standards (“IFRSs”). This ASU is largely consistent with existing fair value measurement principles in GAAP; however, some of the components of this ASU could change how fair value measurement guidance in ASC 820, “Fair Value Measurements and Disclosures,” is applied. This ASU does not require additional fair value measurements and is not intended to establish valuation standards or affect valuation practices outside of financial reporting. ASU 2011-04 is effective during interim and annual periods beginning after December 15, 2011, and should be applied retrospectively. The Corporation is already disclosing its fair value measurements in compliance with the converged guidance, and the adoption of this guidance is not expected to have a material effect on the Corporation’s financial position or results of operations.

In April 2011, the FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.” ASU 2011-02 provides guidance on a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties in order to determine when a restructured loan is a troubled debt restructuring. This ASU is effective for the Corporation’s financial statements for annual and interim periods beginning on or after June 15, 2011, and must be applied retrospectively to the beginning of the period of adoption. The adoption of this standard is not expected to have a material impact on the Corporation’s consolidated financial statements.

In January 2011, the FASB issued ASU 2011-01 which temporarily defers the effective date in ASU 2010-20 for disclosure about troubled debt restructuring by creditors to coincide with the effective date of the proposed guidance clarifying what constitutes a troubled debt restructuring. The adoption of this disclosure-only guidance is not expected to have an effect on the Corporation’s financial statements.

In July 2010, the FASB issued ASU 2010-20 “Receivables (Topic 310)—Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses,” which added disclosure requirements concerning the credit quality of an entity’s allowance for loan losses and financing receivables. The new disclosures that relate to information as of the end of the reporting period is effective as of December 31, 2010, whereas the disclosures related to activity that occurred during the reporting periods is effective January 1, 2011. Management has determined the adoption of the guidance will not have a material effect on the Corporation’s financial position or results of operations.

2. INVESTMENT SECURITIES

Debt and equity securities have been classified in the consolidated balance sheets according to management’s intent. The amortized costs of securities as shown in the consolidated balance sheets and their estimated fair values at December 31 were as follows:

Securities Available For Sale:

December 31, 2012	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value

U.S. Government Agency securities	$	8,953,767	$	13,125	$	22,880	$	8,944,012
State and municipal securities		2,141,634		58,291		19,897		2,180,028
Residential mortgage-backed securities		9,737,393		677,007		0		10,414,400
Total debt securities AFS		20,832,794		748,423		42,777		21,538,440
Equity securities		174,549		0		40,949		133,600

Total securities AFS	$	21,007,343	$	748,423	$	83,726	$	21,672,040

December 31, 2011	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value

State and municipal securities	$	2,724,000	$	117,597	$	0	$	2,841,597
Residential mortgage-backed securities		24,345,585		1,343,250		0		25,688,835
Total debt securities AFS		27,069,585		1,460,847		0		28,530,432
Equity securities		174,549		0		64,149		110,400

Total securities AFS	$	27,244,134	$	1,460,847	$	64,149	$	28,640,832

Securities Held to Maturity:

December 31, 2012	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value

State and municipal securities	$	44,173,630	$	1,511,179	$	38,955	$	45,645,854
Residential mortgage-backed securities		15,689,859		748,606		0		16,438,465

Total securities HTM	$	59,863,489	$	2,259,785	$	38,955	$	62,084,319

December 31, 2011	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value

State and municipal securities	$	29,918,408	$	1,137,322	$	5,674	$	31,050,056
Residential mortgage-backed securities		22,420,320		688,147		0		23,108,467

Total securities HTM	$	52,338,728	$	1,825,469	$	5,674	$	54,158,523

At December 31, 2012, securities with a carrying value of $47,592,241 and a market value of $49,252,177 were pledged as collateral for public deposits and other purposes as required by law. Of these amounts, approximately $7,500,000 was overpledged and could be released if necessary for liquidity needs. At December 31, 2011, securities with a carrying value of $40,597,106 and a market value of $42,554,884 were pledged as collateral for public deposits and other purposes as required by law. At December 31, 2012 and 2011, we had only 1-4 family mortgage loans pledged to secure FHLB advances. The FHLB requires the Bank to hold a minimum investment of stock, based on membership and the level of activity. As of December 31, 2012, this stock investment was $1,447,500.

There were no investments in obligations of any state or municipal subdivisions which exceeded 10% of the Corporation’s stockholders’ equity at December 31, 2012.

The amortized cost and estimated fair value of securities at December 31, 2012, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.

Available for Sale:	Amortized Cost		Estimated Fair Value

Amounts maturing in:
One year or less	$	0	$	0
After one through five years		2,249,000		2,308,851
After five through ten years		11,690,698		11,950,253
After ten years		6,893,096		7,279,336
Total debt securities AFS	$	20,832,794	$	21,538,440

Equity securities		174,549		133,600

Total securities AFS	$	21,007,343	$	21,672,040

Held to Maturity:	Amortized Cost		Estimated Fair Value

Amounts maturing in:
One year or less	$	2,808,414	$	2,827,013
After one through five years		14,182,870		14,485,866
After five through ten years		26,378,876		27,384,775
After ten years		16,493,329		17,386,665

Total securities HTM	$	59,863,489	$	62,084,319

For the years ended December 31, 2012, 2011, and 2010, proceeds from sales of securities available for sale amounted to $8,833,839, $24,846,529, and $17,856,535, respectively. Reported net realized gains amounted to $337,804, $381,312, and $534,973, respectively. The net gain in 2012 was due to the sale of $8,833,839 of longer-term residential mortgage-backed securities. The net gain in 2011 was due to the sale of $13,504,733 of longer-term residential mortgage-backed securities and our entire portfolio of U.S. Government Treasury securities. The net gain in 2010 was due to the sale of $11,634,167 of longer-term residential mortgage-backed securities to shorten the duration of our earning assets. Also, the remaining $6,222,368 of corporate notes were sold in 2010 to reduce credit risk in the portfolio.

Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in continuous loss position, follows:

December 31, 2012	Less Than Twelve Months				Twelve Months or More
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Securities Available for Sale
Temporarily impaired debt securities:
U.S. Government Agency securities	$	22,880	$	5,977,120	$	0	$	0
State and municipal securities		19,897		872,738		0		0
Residential mortgage-backed securities		0		0		0		0
Total debt securities AFS		42,777		6,849,858		0		0
Temporarily impaired equity securities		0		0		40,949		133,600
Other-than-temporarily impaired equity securities		0		0		0		0
Total securities available for sale	$	42,777	$	6,849,858	$	40,949	$	133,600

Securities Held to Maturity
Temporarily impaired debt securities:
State and municipal securities	$	38,955	$	7,908,608	$	0	$	0
Residential mortgage-backed securities		0		0		0		0
Total securities held to maturity	$	38,955	$	7,908,608	$	0	$	0

December 31, 2011	Less Than Twelve Months				Twelve Months or More
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Securities Available for Sale
Temporarily impaired debt securities:
State and municipal securities	$	0	$	0	$	0	$	0
Residential mortgage-backed securities		0		0		0		0
Total debt securities AFS		0		0		0		0
Temporarily impaired equity securities		64,149		110,400		0		0
Other-than-temporarily impaired equity securities		0		0		0		0
Total securities available for sale	$	64,149	$	110,400	$	0	$	0

Securities Held to Maturity
Temporarily impaired debt securities:
State and municipal securities	$	5,674	$	1,142,423	$	0	$	0
Residential mortgage-backed securities		0		0		0		0
Total securities held to maturity	$	5,674	$	1,142,423	$	0	$	0

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

In March 2011, the Corporation sold its shares of Freddie Mac preferred stock. Common stock of a FDIC problem bank held in the Corporation’s investment portfolio was deemed impaired and a loss of $12,265 was recognized in the second quarter of 2011.

At December 31, 2012, twenty-nine debt securities had unrealized losses with aggregate depreciation of 0.6% from the Corporation’s amortized cost basis. At December 31, 2011, four debt securities had unrealized losses with aggregate depreciation of 0.5%. These unrealized losses relate principally to current interest rates for similar types of securities. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government, its agencies, or other governments, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. Management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available-for-sale. Also, no declines in debt securities are deemed to be other-than-temporary.

3. LOANS AND ALLOWANCE FOR LOAN LOSSES

The composition of the Corporation’s loan portfolio at December 31, 2012 and 2011 was as follows:


	2012			2011

Commercial, financial and agricultural loans	$	40,506,802		$	36,677,906
Real estate:
Construction loans		16,988,817			13,224,081
Commercial mortgage loans		70,059,410			60,599,120
Residential loans		62,433,339			59,177,824
Agricultural loans		10,169,251			6,283,665
Consumer & other loans		4,009,497			5,369,787

Loans outstanding		204,167,116			181,332,383

Unearned interest and discount		(30,100	)		(30,069	)
Allowance for loan losses		(2,844,903	)		(3,100,000	)
Net loans	$	201,292,113		$	178,202,314

The Corporation’s only significant concentration of credit at December 31, 2012, occurred in real estate loans which totaled approximately $160 million. However, this amount was not concentrated in any specific segment within the market or geographic area.

At December 31, 2012, $30,075,017 1-4 family mortgage loans were pledged to FHLB to secure outstanding advances.

Appraisal Policy

When a loan is first identified as a problem loan, the appraisal is reviewed to determine if the appraised value is still appropriate for the collateral. For the duration that a loan is considered a problem loan, the appraised value of the collateral is monitored on a quarterly basis. If significant changes occur in market conditions or in the condition of the collateral, a new appraisal will be obtained.

Nonaccrual Policy

The Corporation does not accrue interest on any loan (1) that is maintained on a cash basis due to the deteriorated financial condition of the borrower, (2) for which payment in full of principal or interest is not expected, or (3) upon which principal or interest has been past due for ninety days or more unless the loan is well secured and in the process of collection.

A loan subsequently placed on nonaccrual status may be returned to accrual status if (1) all past due interest and principal is paid with expectations of any remaining contractual principal and interest being repaid or (2) the loan becomes well secured and in the process of collection.

Loans placed on nonaccrual status amounted to $25,187 and $1,153,242 at December 31, 2012 and 2011, respectively. There were no past due loans over ninety days and still accruing at December 31, 2012 or 2011. The accrual of interest is discontinued when the loan is placed on nonaccrual. Interest income that would have been recorded on these nonaccrual loans in accordance with their original terms totaled $0 and $19,796 as of year-end 2012 and 2011, respectively.

The following table presents an age analysis of past due loans and nonaccrual loans segregated by class of loans. We do not have any accruing loans that are 90 days or more past due.

	Age Analysis of Past Due Loans As of December 31, 2012
	30-89 Days Past Due		Greater than 90 Days		Total Past Due Loans		Nonaccrual Loans		Current Loans		Total Loans

Commercial, financial and agricultural loans	$	317,692	$	0	$	317,692	$	0	$	40,189,110	$	40,506,802
Real estate:
Construction loans		306,673		0		306,673		0		16,682,144		16,988,817
Commercial mortgage loans		568,127		0		568,127		0		69,491,283		70,059,410
Residential loans		4,923,435		0		4,923,435		25,187		57,484,717		62,433,339
Agricultural loans		0		0		0		0		10,169,251		10,169,251
Consumer & other loans		52,963		0		52,963		0		3,956,534		4,009,497

Total loans	$	6,168,890	$	0	$	6,168,890	$	25,187	$	197,973,039	$	204,167,116

Impaired Loans

At December 31, 2012 and 2011, impaired loans amounted to $2,189,199 and $567,802, respectively. A reserve amount of $245,811 and $39,938, respectively, was recorded in the allowance for loan losses for these impaired loans as of December 31, 2012 and 2011.

The following table presents impaired loans, segregated by class of loans as of December 31, 2012 and 2011:

December 31, 2012	Unpaid Principal Balance		Recorded Investment With No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Year-to-date Average Recorded Investment		Interest Income Received During Impairment

Commercial, financial and agricultural loans	$	53,634	$	0	$	20,396	$	20,396	$	33,238	$	29,551	$	1,878
Real estate:
Construction loans		0		0		0		0		0		0		0
Commercial mortgage loans		588,776		182,253		336,483		518,736		70,040		341,311		29,708
Residential loans		1,536,147		0		1,399,107		1,399,107		137,040		743,770		63,470
Agricultural loans		0		0		0		0		0		0		0
Consumer & other loans		10,642		5,149		0		5,149		5,493		3,884		225

Total loans	$	2,189,199	$	187,402	$	1,755,986	$	1,943,388	$	245,811	$	1,118,516	$	95,281

December 31, 2011	Unpaid Principal Balance		Recorded Investment With No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Year-to-date Average Recorded Investment		Interest Income Received During Impairment

Commercial, financial and agricultural loans	$	97,533	$	0	$	66,283	$	66,283	$	31,250	$	24,851	$	1,169
Real estate:
Construction loans		98,961		98,961		0		98,961		0		542		0
Commercial mortgage loans		117,997		117,997		0		117,997		0		4,457,342		149,875
Residential loans		253,311		128,515		116,108		244,623		8,688		63,957		2,655
Agricultural loans		0		0		0		0		0		0		0
Consumer & other loans		0		0		0		0		0		0		0

Total loans	$	567,802	$	345,473	$	182,391	$	527,864	$	39,938	$	4,546,692	$	153,699

At December 31, 2012 and 2011, included in impaired loans were $52,190 and $12,897, respectively, of troubled debt restructurings.

Troubled Debt Restructurings (TDR)

Loans are considered to have been modified in a TDR when due to a borrower’s financial difficulty; the Corporation makes certain concessions to the borrower that it would not otherwise consider for new debt with similar risk characteristics. Modifications may include interest rate reductions, principal or interest forgiveness, forbearance, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of the collateral. Each potential loan modification is reviewed individually and the terms of the loan are modified to meet the borrower’s specific circumstances at a point in time. Not all loan modifications are TDRs. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period.

Loan modifications are reviewed and recommended by the Corporation’s senior credit officer, who determines whether the loan meets the criteria for a TDR. The Loan Committee either approves or denies such requests. Generally, the types of concessions granted to borrowers that are evaluated in determining whether the loan is classified as a TDR include:

· Interest rate reductions – Occur when the stated interest rate is reduced to a nonmarket rate or a rate the borrower would not be able to obtain elsewhere under similar circumstances.

· Amortization or maturity date changes – Result when the amortization period of the loan is extended beyond what is considered a normal amortization period for loans of similar type with similar collateral.

· Principal reductions – Arise when the Corporation charge’s off a portion of the principal that is not fully collateralized and collectability is uncertain; however, this portion of principal may be recovered in the future under certain circumstances.

The following tables present the amount of troubled debt restructuring by loan class, classified separately as accrual and non-accrual at December 31, 2012 and 2011 as well as those currently paying under restructured terms and those that have defaulted under restructured terms as December 31, 2012 and 2011. Loans modified in a troubled debt restructuring are considered to be in default once the loan becomes 90 days past due.

	December 31, 2012
					Under restructured terms
	Accruing		Non-accruing		#		Current		#		Default
Commercial, financial, and agricultural loans	$	39,277	$	0		1	$	39,277		0	$	0
Real estate:
Construction loans		82,171		0		0		0		1		82,171
Commercial mortgage loans		0		0		0		0		0		0
Residential loans		43,351		0		0		0		1		43,351
Agricultural loans		0		0		0		0		0		0
Consumer & other loans		33,995		0		2		12,913		3		21,082
Total TDR’s	$	198,794	$	0		3	$	52,190		5	$	146,604

	December 31, 2011
					Under restructured terms
	Accruing		Non-accruing		#		Current		#		Default
Commercial, financial, and agricultural loans	$	0	$	0		0	$	0		0	$	0
Real estate:
Construction loans		0		0		0		0		0		0
Commercial mortgage loans		0		0		0		0		0		0
Residential loans		0		0		0		0		0		0
Agricultural loans		0		0		0		0		0		0
Consumer & other loans		39,598		0		4		39,598		0		0
Total TDR’s	$	39,598	$	0		4	$	39,598		0	$	0

The following table presents the amount of troubled debt restructurings by types of concessions made, classified separately as accrual and non-accrual at December 31, 2012 and 2011.

	December 31, 2012								December 31, 2011
	Accruing				Non-accruing				Accruing				Non-accruing
	#		Balance		#		Balance		#		Balance		#		Balance
Type of concession:
Payment modification		1	$	39,277		0	$	0		0	$	0		0	$	0
Rate reduction		4		138,435		0		0		4		39,598		0		0
Rate reduction, payment modification		3		21,082		0		0		0		0		0		0
Total		8	$	198,794		0	$	0		4	$	39,598		0	$	0

As of December 31, 2012 and 2011, the Corporation had a balance of $198,794 and $39,598, respectively, in troubled debt restructurings. The Corporation has no previous charge-offs on such loans as of December 31, 2012 and 2011. The Corporation’s balance in the allowance for loan losses allocated to such troubled debt restructurings was $18,881 and $0 at December 31, 2012 and 2011, respectively. The Corporation had no unfunded commitments to lend to a customer that has a troubled debt restructured loan as of December 31, 2012.

Credit Risk Monitoring and Loan Grading

The Corporation employs several means to monitor the risk in the loan portfolio including volume and severity of loan delinquencies, nonaccrual loans, internal grading of loans, historical loss experience and economic conditions.

Loans are subject to an internal risk grading system which indicates the risk and acceptability of that loan. The loan grades used by the Corporation are for internal risk identification purposes and do not directly correlate to regulatory classification categories or any financial reporting definitions.

The general characteristics of the risk grades are as follows:

Grade 1 – Exceptional – Loans graded 1 are characterized as having a very high credit quality, exhibit minimum risk to the Corporation and have low administrative cost. These loans are usually secured by highly liquid and marketable collateral and a strong primary and secondary source of repayment is available.

Grade 2 – Above Average – Loans graded 2 are basically sound credits secured by sound assets and/or backed by the financial strength of borrowers of integrity with a history of satisfactory payments of credit obligations.

Grade 3 – Acceptable – Loans graded 3 are secured by sound assets of sufficient value and/or supported by the sufficient financial strength of the borrower. The borrower will have experience in their business area or employed a reasonable amount of time at their current employment. The borrower will have a sound primary source of repayment, and preferably a secondary source, which will allow repayment in a prompt and reasonable period of time.

Grade 4 – Fair – Loans graded 4 are those which exhibit some weakness or downward trend in financial condition and although the repayment history is satisfactory, it requires supervision by bank personnel. The borrower may have little experience in their business area or employed only a short amount of time at their current employment. The loan may be secured by good collateral; however, it may require close supervision as to value and/or quality and may not have sufficient liquidation value to completely cover the loan.

Grade 5a – Watch – Loans graded 5a contain a discernible weakness; however, the weakness is not sufficiently pronounced so as to cause concern for the possible loss of interest or principal. Loans in this category may exhibit outward signs of stress, such as slowness in financial disclosures or recent payments. However, such signs are not of long duration or of sufficient severity that default appears imminent. Loans in this category are not so deficient as to cause alarm, but do require close monitoring for further deterioration and possible downgrade.

Grade 5b – Other Assets Especially Mentioned (OAEM) – Loans graded 5b may otherwise be classified more severely except that the loan is well secured by properly margined collateral, it is generally performing in accordance with the original contract or modification thereof and such performance has seasoned for a period of 90 days, or the ultimate collection of all principal and interest is reasonably expected. Loans in this grade are unsupported by sufficient evidence of the borrower’s sound net worth or repayment capacity or may be subject to third party action that would cause concern for future prompt repayment.

Grade 6 – Substandard – Loans graded 6 contain clearly pronounced credit weaknesses that are below acceptable credit standards for the Corporation. Such weaknesses may be due to either collateral deficiencies or inherent financial weakness of the borrower, but in either case represents less than acceptable credit risk. Loans in this grade are unsupported by sufficient evidence of the borrower’s sound net worth, repayment capacity or acceptable collateral.

Grade 7 – Doubtful – Loans graded 7 have such a pronounced credit weaknesses that the Corporation is clearly exposed to a significant degree of potential loss of principal or interest. Theses loan generally have a defined weakness which jeopardizes the ultimate repayment of the debt.

Grade 8 – Loss – Loans graded 8 are of such deteriorated credit quality that repayment of principal and interest can no longer be considered. These loans are of such little value that their continuance as an active bank asset is not warranted. As of December 31, 2012, all Grade 8 loans have been charged-off.

The following table presents internal loan grading by class of loans as of December 31, 2012:

	Commercial, Financial, and Agricultural		Construction Real Estate		Commercial Real Estate		Residential Real Estate		Agricultural Real Estate		Consumer and Other		Total
Rating:
Grade 1- Exceptional	$	320,295	$	0	$	0	$	29,588	$	0	$	292,305	$	642,188
Grade 2- Above Avg.		208,000		1,079,020		665		118,152		939,469		5,172		2,350,478
Grade 3- Acceptable		31,149,578		5,135,542		28,992,688		36,791,734		5,661,101		2,731,528		110,462,171
Grade 4- Fair		8,117,676		9,500,573		35,906,982		19,854,579		2,654,197		847,579		76,881,586
Grade 5a- Watch		471,472		967,009		1,643,198		852,787		385,412		57,009		4,376,887
Grade 5b- OAEM		13,415		0		1,685,218		681,156		454,991		35,889		2,870,669
Grade 6- Substandard		226,366		306,673		1,830,659		4,070,488		74,081		40,015		6,548,282
Grade 7- Doubtful		0		0		0		34,855		0		0		34,855

Total loans	$	40,506,802	$	16,988,817	$	70,059,410	$	62,433,339	$	10,169,251	$	4,009,497	$	204,167,116

Allowance for Loan Losses Methodology

The allowance for loan losses (ALL) is determined by a calculation based on segmenting the loans into the following categories: (1) impaired loans and nonaccrual loans, (2) loans with a credit risk rating of 5, 6, 7 or 8, (3) other outstanding loans, and (4) other commitments to lend. In addition, unallocated general reserves are estimated based on migration and economic analysis of the loan portfolio.

The ALL is calculated by the addition of the estimated loss derived from each of the above categories. The impaired loans and nonaccrual loans over $50,000 are analyzed on an individual basis to determine if the future collateral value is sufficient to support the outstanding debt of the loan. If an estimated loss is calculated, it is included in the estimated ALL until it is charged to the loan loss reserve. The calculation for loan risk graded 5, 6, 7 or 8, other outstanding loans and other commitments to lend is based on assigning an estimated loss factor based on a twelve quarter rolling historical net loss rate. The estimated requirement for unallocated general reserves from migration and economic analysis is determined by considering (1) trends in asset quality, (2) level and trends in charge-off experience, (3) macro-economic trends and conditions, (4) micro economic trends and conditions and (5) risk profile of lending activities. Within each of these categories, a high risk factor percentage and a low risk factor percentage from a rating of excessive, high, moderate or low will be determined by management and applied to the loan portfolio. This results in a high and low range of the estimated reserves required. By adding the estimated high and low value from the migration and economic analysis to the estimated reserve from the loan portfolio, a high and low range of total estimated loss reserves is obtained. This amount is then compared to the actual amount in the loan loss reserve.

The calculation of ALL is performed on a monthly basis and is presented to the Loan Committee and the Board of Directors.

Changes in the allowance for loan losses are as follows:


	2012			2011			2010

Balance, January 1	$	3,100,000		$	2,754,614		$	2,532,856
Provision charged to operations		445,000			983,667			600,000
Loans charged off		(796,852	)		(807,045	)		(682,485	)
Recoveries		96,755			168,764			304,243

Balance, December 31	$	2,844,903		$	3,100,000		$	2,754,614

The following table details activity in the ALL by class of loans for the year ended December 31, 2012. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

	Commercial, Financial, and Agricultural		Construction Real Estate		Commercial Real Estate			Residential Real Estate		Agricultural Real Estate		Consumer and Other		Total
Allowance for loan losses:
Beginning balance, December 31, 2011	$	392,222	$	1,122,650	$	1,046,827		$	365,455	$	0	$	172,846	$	3,100,000

Charge-offs		285,710		248,637		9,439			241,176		0		11,890		796,852
Recoveries		59,909		0		10,716			19,283		0		6,847		96,755
Net charge-offs		225,801		248,637		(1,277	)		221,893		0		5,043		700,097
Provisions charged to operations		143,525		158,040		(812	)		141,041		0		3,206		445,000
Balance at end of period, December 31, 2012	$	309,946	$	1,032,053	$	1,047,292		$	284,603	$	0	$	171,009	$	2,844,903

Ending balance -
Individually evaluated for impairment	$	33,238	$	0	$	70,040		$	137,040	$	0	$	5,493	$	245,811
Collectively evaluated for impairment		276,708		1,032,053		977,252			147,563		0		165,516		2,599,092
Balance at end of period	$	309,946	$	1,032,053	$	1,047,292		$	284,603	$	0	$	171,009	$	2,844,903

Loans :
Ending balance -
Individually evaluated for impairment	$	53,634	$	224,502	$	1,943,134		$	3,778,183	$	74,081	$	10,642	$	6,084,176
Collectively evaluated for impairment		40,453,168		16,764,315		68,116,276			58,655,156		10,095,170		3,998,855		198,082,940
Balance at end of period	$	40,506,802	$	16,988,817	$	70,059,410		$	62,433,339	$	10,169,251	$	4,009,497	$	204,167,116

The following table is a summary of amounts included in the ALL for the impaired loans with specific reserves and the recorded balance of the related loans.

	Year Ended December 31,
	2012		2011		2010

Allowance for loss on impaired loans	$	245,811	$	39,938	$	0
Recorded balance of impaired loans	$	2,189,199	$	567,802	$	4,500,000

Transfers from Loans

Transfers from loans to other real estate owned and repossessed assets are non-cash transactions, and are not included in the statements of cash flow. Such transfers totaled $912,927, $760,420 and $662,941 for the years ended December 31, 2012, 2011, and 2010, respectively.

4. PREMISES AND EQUIPMENT

The amounts reported as bank premises and equipment at December 31, 2012 and 2011 are as follows:


	2012			2011

Land	$	3,089,352		$	3,294,351
Building		11,127,982			9,807,405
Furniture and equipment		7,983,699			7,459,022
Construction in process		0			602,275
		22,201,033			21,163,053
Less accumulated depreciation		(12,051,743	)		(11,220,624	)

Total	$	10,149,290		$	9,942,429

Depreciation of premises and equipment was $897,094, $829,868, and $782,739 in 2012, 2011, and 2010, respectively. The Corporation depreciates its long-lived assets on various methods over their estimated productive lives, as more fully described in Note 1, Summary of Significant Accounting Policies.

The Corporation’s first full-service banking center and mortgage origination office were opened in Valdosta, Georgia in June 2010 and January 2011, respectively. Our second Valdosta area banking center was completed and opened in March 2012.

5. INTANGIBLE ASSETS

The following table lists the Corporation’s intangible assets at December 31, 2012 and 2011. Core deposit premiums have less than two years of remaining amortization, and account relationships have 1-7 years remaining amortization.

	2012		2011
Amortizing intangible assets
Core deposit premiums	$	209,563	$	391,304
Account relationships		117,475		155,215

Total intangible assets	$	327,038	$	546,519

The intangible assets’ carrying amount, accumulated amortization and amortization expense for December 31, 2012 and the five succeeding fiscal years are as follows:

	2012		2013		2014		2015		2016		2017
Amortizing intangible assets
Core deposit premiums
Gross carrying amount	$	1,892,540	$	1,892,540	$	1,670,415	$	0	$	0	$	0
Accumulated amortization		1,682,977		1,864,719		1,670,415		0		0		0
Net carrying amount		209,563		27,821		0		0		0		0

Amortization expense		181,742		181,742		27,822		0		0		0

Account relationships
Gross carrying amount		513,448		400,000		400,000		125,000		125,000		125,000
Accumulated amortization		395,973		316,484		333,594		74,219		89,844		105,468
Net carrying amount		117,475		83,516		66,406		50,781		35,156		19,532

Amortization expense		37,740		33,958		17,110		15,625		15,625		15,625

Total intangible assets
Gross carrying amount		2,405,988		2,292,540		2,070,415		125,000		125,000		125,000
Accumulated amortization		2,078,950		2,181,203		2,004,009		74,219		89,844		105,468
Net carrying amount		327,038		111,337		66,406		50,781		35,156		19,532

Amortization expense	$	219,482	$	215,700	$	44,932	$	15,625	$	15,625	$	15,625

6. DEPOSITS

At December 31, 2012, the scheduled maturities of certificates of deposit are as follows:

	Amount

2013	$	77,672,519
2014		11,757,152
2015		1,755,528
2016		361,128
2017 and thereafter		141,792

Total	$	91,688,119

The amount of overdraft deposits reclassified as loans were $73,422 and $133,324 for the years ended December 31, 2012 and 2011, respectively.

7. SHORT-TERM BORROWED FUNDS

Federal funds purchased generally mature within one to four days. On December 31, 2012, the Corporation did not have any federal funds purchased. The Corporation had approximately $82,200,000 in unused federal funds accommodations at year-end 2012. Other short-term borrowed funds consist of FHLB advances of $2,000,000 with interest at 2.79% as of December 31, 2012 and $2,000,000 with interest at 2.23% as of December 31, 2011. The Corporation maintains a line of credit with the Federal Reserve Bank’s Discount Window. The maximum amount that can be borrowed is dependent upon the amount of unpledged securities held by the Corporation as the amount of borrowings must be fully secured.

Information concerning federal funds purchased and FHLB short-term advances are summarized as follows:

	2012			2011

Average balance during the year	$	2,000,000		$	2,931,507
Average interest rate during the year		2.46	%		1.32	%
Maximum month-end balance during the year	$	2,000,000		$	12,000,000

8. LONG-TERM DEBT

Long-term debt at December 31, 2012 and 2011 consisted of the following:

	2012		2011

Advance from FHLB with a 2.79% fixed rate of interest maturing July 29, 2013 (transferred to short-term borrowings).	$	0	$	2,000,000

Advance from FHLB with a 3.85% fixed rate of interest maturing April 30, 2014.		10,000,000		10,000,000

Advance from FHLB with a 3.39% fixed rate of interest maturing August 20, 2018 (convertible to a variable rate at quarterly options of FHLB – no conversion option has been made).		5,000,000		5,000,000

Advance from FHLB with a 2.78% fixed rate of interest maturing September 10, 2018 (convertible to a variable rate at quarterly options of FHLB – no conversion option has been made).		5,000,000		5,000,000

Total long-term debt	$	20,000,000	$	22,000,000

The advances from FHLB are collateralized by the pledging a combination of 1-4 family residential mortgages and investment securities. At December 31, 2012, 1-4 family residential mortgage loans only with a lendable collateral value of $29,988,659 were pledged to secure these advances. In 2011, the advances were secured by 1-4 family residential mortgage loans with a lendable collateral value of $30,231,383. The amount of FHLB Stock held is based on membership and level of FHLB advances. At year end 2012 and 2011, the amount of stock held that is based on membership was $457,500 and $454,900, respectively, and the amount of stock held that is based on the level of FHLB advances was $990,000 and $1,331,600, respectively. At December 31, 2012, the Corporation had approximately $64,700,000 of unused lines of credit with the FHLB.

The following are maturities of long-term debt for the next five years. At December 31, 2012, there was no floating rate long-term debt; however, two of these advances have convertible call features. Two advances totaling $10,000,000 have convertible options by the issuer to convert the rates to a 3-month LIBOR. The Bank intends to pay off these advances at the conversion dates. The Bank has the ability to hold this debt until conversion and the means of repayment.

Due in:		Fixed Rate Amount

	2013	$	0
	2014		10,000,000
	2015		0
	2016		0
	2017		0
	Later years		10,000,000	*

	Total long-term debt	$	20,000,000

*Fixed rate advances with convertible options

9. EMPLOYEE BENEFITS AND RETIREMENT PLANS

Pension Plan

The Corporation has a noncontributory defined benefit pension plan which covers most employees who have attained the age of 21 years and completed one year of continuous service. The Corporation is providing for the cost of this plan as benefits are accrued based upon actuarial determinations employing the aggregate funding method.

The table of actuarially computed benefit obligations and net assets and the related changes of the Plan at December 31, 2012, 2011, and 2010 is presented below.

	2012			2011			2010
Change in Benefit Obligation
Benefit obligation at beginning of year	$	12,360,897		$	12,635,261		$	12,248,849
Service cost		0			0			0
Interest cost		709,226			692,641			718,393
Amendments		0			0			0
Benefits paid		(934,397	)		(883,044	)		(784,304	)
Other – net		794,090			(83,961	)		452,323
Benefit obligation at end of year	$	12,929,816		$	12,360,897		$	12,635,261

Change in Plan Assets
Fair value of plan assets at beginning of year	$	10,262,781		$	10,488,437		$	10,334,869
Actual return on plan assets		547,865			57,388			532,872
Employer contribution		1,373,343			600,000			405,000
Benefits paid		(934,397	)		(883,044	)		(784,304	)
Fair value of plan assets at end of year	$	11,249,592		$	10,262,781		$	10,488,437

	2012			2011			2010

Funded status	$	(1,680,224	)	$	(2,098,116	)	$	(2,146,824	)
Unrecognized net actuarial (gain)/loss		0			0			0
Unrecognized prior service cost		0			0			0
Pension liability included in other liabilities	$	(1,680,224	)	$	(2,098,116	)	$	(2,146,824	)

Accumulated benefit obligation	$	12,929,816		$	12,360,897		$	12,635,261

Amount recognized in consolidated balance sheet consist of the following:	2012		2011		2010
Accrued Pension	$	1,680,224	$	2,098,116	$	2,146,824

Deferred tax assets	$	571,276	$	713,359	$	729,920
Accumulated other comprehensive income		1,108,948		1,384,757		1,416,904
Total	$	1,680,224	$	2,098,116	$	2,146,824

Components of Pension Cost	2012			2011			2010
Service cost	$	0		$	0		$	0
Interest cost on benefit obligation		709,226			692,641			718,393
Expected return on plan assets		(798,782	)		(814,635	)		(801,070	)
Other - net		422,975			306,007			281,630
Net periodic pension cost	$	333,419		$	184,013		$	198,953

Other changes in plan assets and benefit obligations recognized in comprehensive income:


	2012			2011			2010
Net loss (gain)	$	(417,892	)	$	(48,708	)	$	232,844
Prior service costs		0			0			0
Total recognized in other comprehensive income (loss)	$	(417,892	)	$	(48,708	)	$	232,844
Net periodic pension cost		333,419			184,013			198,953
Total recognized in net periodic pension cost and other comprehensive income (loss)	$	(84,473	)	$	135,305		$	431,797

After adopting ASC 960, “Employer’s Accounting for Deferred Benefit Pension Plan and Other Postretirement Plans,” and freezing its pension retirement plan, the Corporation reduced the accrued liability by $417,892 in 2012 and reduced the accrued pension liability by $48,708 in 2012. Also, changes were made to other comprehensive income (loss) of $275,809 for 2012 and $32,147 for 2011 on a pre-tax basis. During 2012, the fair value of the plan assets increased $986,811.

At December 31, 2012, the plan assets included cash and cash equivalents, certificates of deposits with banks, municipal securities, corporate notes, and equity securities.

Assumptions used to determine the benefit obligation as of December 31, 2012 and 2011 respectively were:

	2012			2011
Weighted-Average Assumptions As of December 31
Discount rate		5.50	%		5.70	%
Rate of compensation increase		N/A			N/A

For the years ended December 31, 2012, 2011, and 2010, the assumptions used to determine net periodic pension costs are as follows:

	2012			2011			2010

Discount rate		5.70	%		5.75	%		6.00	%
Expected return on plan assets		8.00	%		8.00	%		8.00	%
Rate of compensation increase		N/A			N/A			N/A

The expected rate of return represents the average rate of return to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid. In determining the expected rate of return, the Corporation considers long-term compound annualized returns of historical market data as well as actual returns on the Corporation’s plan assets, and applies adjustments that reflect more recent capital market experience.

The Corporation’s pension plan investment objective is both security and long-term stability, with moderate growth. The investment strategies and policies employed provide for investments, other than “fixed-dollar” investments, to prevent erosion by inflation. Sufficient funds are held in a liquid nature (money market, short-term securities) to allow for the payment of plan benefits and expenses, without subjecting the funds to loss upon liquidation. In an effort to provide a higher return with lower risk, the fund assets are allocated between stocks, fixed income securities, and cash equivalents. All plan investments and transactions are in compliance with ERISA and any other law applicable to employee benefit plans. The targeted investment portfolio is allocated up to 30% in equities, 50% to 90% in fixed-income investments, and up to 20% in cash equivalents investments. All the Corporation’s equity investments are in mutual funds with a Morningstar rating of 3 or higher, have at least $300 million in investments, and have been in existence 5 years or more. Fixed income securities include issues of the U.S. Government and its agencies and corporate notes. Any corporate note purchased has a rating (by Standard & Poor’s or Moody’s) of “A” or better. The average maturity of the fixed income portion of the portfolio does not exceed 10 years.

Pension Asset Allocation and Fair Value Measurement as of December 31

	2012							2011
	Fair Value		Level 1		%			Fair Value		Level 1		%

Investment at fair value as determined by quoted market price:
Equity	$	1,728,374	$	1,728,374		15	%	$	2,452,986	$	2,452,986		24	%
Fixed income		1,108,150		1,108,150		10	%		0		0		—
Total	$	2,836,524	$	2,836,524		25	%	$	2,452,986	$	2,452,986		24	%

Investment as estimated fair value:
Certificates of deposit	$	6,831,303	$	6,831,303		61	%	$	5,858,190	$	5,858,190		57	%
Cash and cash equivalent		1,581,765		1,581,765		14	%		1,951,605		1,951,605		19	%
Total	$	8,413,068	$	8,413,068		75	%	$	7,809,795	$	7,809,795		76	%

Total	$	11,249,592	$	11,249,592		100	%	$	10,262,781	$	10,262,781		100	%

All of the pension plan’s investments were reported as level 1 assets and received level 1 fair value measurement.

Under ASC 820, Fair Value Measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy consists of three broad levels: Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets and have the highest priority, and Level 3 inputs have the lowest priority. These levels are:

Level 1 - The fair values of mutual funds, preferred stock, corporate notes, and U.S. Government securities were based on quoted market prices. Money market funds and certificates of deposit were reported at fair value.

Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that were not active, and model-based valuation techniques for which all significant assumptions were observable in the market.

Level 3 - Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

Estimated Contributions

The Corporation expects to contribute $500,000 to its pension plan in 2013.

Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service and decrements as appropriate, are expected to be paid for fiscal years beginning:

2013	$	971,000
2014		1,004,000
2015		1,118,000
2016		1,117,000
2017		1,083,000
Years 2018 – 2022	$	5,009,000

The estimated amortization amount for 2013 is a net loss of $427,863, no prior service cost or credit, and no net transition asset or obligation.

Southwest Georgia Bank 401(K) Plan

In place of the Corporation’s frozen defined pension retirement plan, the Corporation offers its employees a 401(K) Plan. This 401(K) plan is a qualified defined contribution plan as provided for under Section 401(K) of the Internal Revenue Code. This plan is a “safe–harbor” plan meaning that the Corporation will match contributions dollar for dollar for the first four percent of salary participants defer into the plan. The plan does allow for discretionary match in excess of the four percent and that the participants are allowed to defer the maximum amount of salary. During 2012, the Corporation matched the employee participants for the first four percent of salary contributing $192,999 to the plan and $180,717 in 2011.

Employee Stock Ownership Plan

The Corporation has a nondiscriminatory Employee Stock Ownership Plan and Trust (the “ESOP”) administered by a trustee. The plan was established to purchase and hold Southwest Georgia Financial Corporation stock for all eligible employees. Contributions to the plan are made solely by the Corporation and are at the discretion of the Board of Directors. The annual amount of the contribution is determined by taking into consideration the financial conditions, profitability, and fiscal requirements of the Corporation. There were $125,000 of contributions in 2012 and $100,000 of contributions in 2011. Contributions to eligible participants are based on percentage of annual compensation. As of December 31, 2012, the ESOP holds 295,514 shares of the Corporation’s outstanding common stock. All 289,717 released shares are allocated to the participants. The 5,797 unreleased shares are pledged as collateral for a $59,800 long-term debt incurred from repurchasing participants’ shares. Dividends paid by the Corporation on ESOP shares are allocated to the participants based on shares held. ESOP shares are included in the Corporation’s outstanding shares and earnings per share computation.

Directors Deferred Compensation Plan

The Corporation has a voluntary deferred compensation plan for the Board of Directors administered by an insurance company. The plan stipulates that if a director participates in the Plan for four years, the Corporation will pay the director future monthly income for ten years beginning at normal retirement age, and the Corporation will make specified monthly payments to the director’s beneficiaries in the event of his or her death prior to the completion of such payments. The plan is funded by life insurance policies with the Corporation as the named beneficiary. This plan is closed to new director enrollment and participation.

Directors and Executive Officers Stock Purchase Plan

The Corporation has adopted a stock purchase plan for the executive officers and directors of Southwest Georgia Financial Corporation. Under the plan, participants may elect to contribute up to $900 monthly of salary or directors’ fees and receive corporate common stock with an aggregate value of two times their contribution. The expense incurred during 2012, 2011, and 2010 on the part of the Corporation totaled $139,325, $74,625, and $69,800, respectively.

Stock Option Plan

Effective March 19, 1997, the Corporation established a Key Individual Stock Option Plan which provides for the issuance of options to key employees and directors of the Corporation. In April 1997, the Plan was approved by the Corporation’s stockholders, and was effective for the duration of ten years. Under the Plan, the exercise price of each option equals the market price of the Corporation’s stock on the grant date for a term of ten years. All of these stock options are fully vested. The fair value of each stock option grant is estimated on the grant date using an option-pricing model using weighted-average assumptions. The fair value of each option was expensed over its vesting period. A maximum of 196,680 shares of common stock were authorized for issuance with respect to options granted under the Plan. The Plan provided for the grant of incentive stock options and nonqualified stock options to key employees of the Corporation. The Plan is administered by the Personnel Committee of the Board of Directors.

The following table sets forth the number of stock options granted, the average fair value of options granted, and the weighted-average assumptions used to determine the fair value of the stock options granted.

	2012		2011		2010
Number of stock options granted		0		0		0
Average fair value of stock options granted		0		0		0
Number of option shares exercisable		10,900		10,900		13,880
Average price of stock options exercisable	$	20.19	$	20.19	$	19.08

A summary of the status of the Corporation’s Plan as of December 31, 2012, 2011 and 2010, and the changes in stock options during the years are presented below:

	No. of Shares			Average Price
Outstanding at December 31, 2009		25,100		$	16.21
Granted		0			0
Expired		(11,220	)		12.66
Exercised		0			0
Outstanding at December 31, 2010		13,880		$	19.08
Granted		0			0
Expired		(2,980	)		15.00
Exercised		0			0
Outstanding at December 31, 2011		10,900		$	20.19
Granted		0			0
Expired		0			0
Exercised		0			0
Outstanding at December 31, 2012		10,900		$	20.19

The following table summarizes information about fixed stock options outstanding and exercisable at December 31, 2012.

		Outstanding Stock Options					Exercisable Stock Options
Exercise Price Range		Number Outstanding At 12/31/12		Weighted-Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable At 12/31/12		Weighted Average Exercise Price

	$19 to $20		7,600	3.0 Years	$	19.61		7,600	$	19.61
	$21 to $23		3,300	3.5 Years		21.52		3,300		21.52

	$19 to $23		10,900		$	20.19		10,900	$	20.19

Dividend Reinvestment and Share Purchase Plan

The Corporation maintains a dividend reinvestment and share purchase plan. The purpose of the plan is to provide stockholders of record of the Corporation’s common stock, who elect to participate in the Plan, with a simple and convenient method of investing cash dividends and voluntary cash contributions in shares of the common stock without payment of any brokerage commissions or other charges. Eligible participants may purchase common stock through automatic reinvestment of common stock dividends on all or partial shares and make additional voluntary cash payments of not less than $5 nor more than $5,000 per month. The participant’s price of common stock purchased with dividends or voluntary cash payments will be the average price of all shares purchased in the open market, or if issued from unissued shares or treasury stock the price will be the average of the high and low sales prices of the stock on the NYSE MKT on the dividend payable date or other purchase date. During the years ended December 31, 2012, 2011, and 2010, shares issued through the plan were 6,187, 4,059, and 3,098, respectively, at an average price of $9.53, $12.50, and $13.55, per share, respectively. These numbers of shares and average price per share are not adjusted by stock dividends.

10. INCOME TAXES

Components of income tax expense for 2012, 2011, and 2010 are as follows:

	2012			2011		2010

Current expense (benefit)	$	428,433		$	177,369	$	885,689
Deferred taxes (benefit)		(47,555	)		109,834		(301,954	)

Total income taxes	$	380,878		$	287,203	$	583,735

The reasons for the difference between the federal income taxes in the consolidated statements of income and the amount and percentage computed by the applying the combine statutory federal and state income tax rate to income taxes are as follows:

	2012						2011						2010
	Amount			%			Amount			%			Amount			%
Taxes at statutory income tax rate	$	788,788			34.0		$	594,436			34.0		$	829,584			34.0
Reductions in taxes resulting from exempt income		(397,596	)		(17.1	)		(299,120	)		(17.1	)		(258,179	)		(10.6	)
Other timing differences		(10,314	)		(0.4	)		(8,113	)		(0.5	)		12,330			0.5

Total income taxes	$	380,878			16.5		$	287,203			16.4		$	583,735			23.9

The sources of timing differences for tax reporting purposes and the related deferred taxes recognized in 2012, 2011, and 2010 are summarized as follows:

	2012			2011			2010

Nonaccrual loan interest	$	9,265		$	(6,608	)	$	(2,657	)
Foreclosed assets expenses		(94,690	)		(162,459	)		(115,613	)
Intangible asset amortization		0			0			(298,699	)
Bad debt expense in excess of tax		86,733			(117,431	)		(75,398	)
Realized impairment (loss) gain on equity securities		0			369,733			(65,520	)
Nonqualified retirement plan contribution / payments		0			0			9,347
Deferred compensation		0			0			0
Accretion of discounted bonds		8,057			31,323			25,943
Gain on disposition of discounted bonds		(8,272	)		(40,635	)		(36,213	)
Book and tax depreciation difference		(48,648	)		35,911			256,856

Total deferred taxes	$	(47,555	)	$	109,834		$	(301,954	)

	December 31
	2012			2011
Deferred tax assets:
AMT/Tax Receivable	$	347,203		$	0
Nonaccrual loan interest		0			9,265
Foreclosed assets expenses		372,762			278,072
Intangible asset amortization		298,699			298,699
Bad debt expense in excess of tax		619,509			706,242
Realized loss on OTTI equity securities		900,947			900,947
Nonqualified retirement plan		(7,228	)		(7,228	)
Pension plan		571,276			713,359
Total deferred tax assets		3,103,168			2,899,356
Deferred tax liabilities:
Accretion on bonds and gain on discounted bonds		16,481			16,696
Book and tax depreciation difference		282,072			330,720
Unrealized gain on securities available for sale		225,997			474,877
Total deferred tax liabilities		524,550			822,293

Net deferred tax assets	$	2,578,618		$	2,077,063

11. RELATED PARTY TRANSACTIONS

The ESOP held 295,514 shares of the Corporation’s stock as of December 31, 2012, of which 5,797 shares have been pledged. In the normal course of business, the Bank has made loans at prevailing interest rates and terms to directors and executive officers of the Corporation and its subsidiaries, and to their affiliates. The aggregate indebtedness to the Bank of these related parties approximated $2,344,000 and $2,791,000 at December 31, 2012 and 2011, respectively. During 2012, approximately $362,000 of such loans were made, and repayments totaled approximately $883,000. None of these above mentioned loans were restructured, nor were any related party loans charged off during 2012 or 2011. Also, during 2012 and 2011, directors and executive officers had approximately $3,147,000 and $2,818,000, respectively, in deposits with the Bank.

12. COMMITMENTS, CONTINGENT LIABILITIES, AND FINANCIAL INSTRUMENTS WITH

OFF-BALANCE SHEET RISK

In the normal course of business, various claims and lawsuits may arise against the Corporation. Management, after reviewing with counsel all actions and proceedings, considers that the aggregate liability or loss, if any, will not be material.

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own risk exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit in the form of loans or through letters of credit. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the Consolidated Balance Sheets. The contract or notional amounts of the instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments.

Commitments to extend credit are contractual obligations to lend to a customer as long as all established contractual conditions are satisfied. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by a customer.

Standby letters of credit and financial guarantees are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party. Standby letters of credit and financial guarantees are generally terminated through the performance of a specified condition or through the lapse of time.

The Corporation’s exposure to credit loss in the event of nonperformance by the other party to commitments to extend credit and standby letters of credit is represented by the contractual or notional amounts of these instruments. As these off-balance sheet financial instruments have essentially the same credit risk involved in extending loans, the Corporation generally uses the same credit and collateral policies in making these commitments and conditional obligations as it does for on-balance sheet instruments. Since many of the commitments to extend credit and standby letters of credit are expected to expire without being drawn upon, the contractual or notional amounts do not represent future cash requirements.

The contractual or notional amounts of financial instruments having credit risk in excess of that reported in the Consolidated Balance Sheets are as follows:

	Dec. 31, 2012		Dec. 31, 2011

Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	15,716,172	$	16,733,733
Standby letters of credit and financial guarantees	$	10,000	$	45,000

The Corporation’s operating leases are comprised of purchase obligations for data processing services, and a rental agreement for our mortgage servicing office in Valdosta, Georgia. We have no capital lease obligations. The following table shows scheduled future cash payments under those obligations as of December 31, 2012.

Payments Due by Period

Total

Less than 1 Year

1-3 Years

4-5 Years

After 5 Years

Operating leases

45,658

28,373

14,409

2,876

Rental expenses were $23,400, $25,885, and $12,000 for the years ended December 31, 2012, 2011, and 2010, respectively.

13. FAIR VALUE MEASUREMENTS AND DISCLOSURES

Effective January 1, 2008, the Corporation adopted ASC 820, which provides a framework for measuring fair value under GAAP. ASC 820 applies to all financial statement elements that are being measured and reported on a fair value basis.

The Corporation utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available for sale are recorded at fair value on a recurring basis. From time to time, the Corporation may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans and foreclosed real estate. Additionally, the Corporation is required to disclose, but not record, the fair value of other financial instruments.

Fair Value Hierarchy:

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

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

Following is a description of valuation methodologies used for assets and liabilities which are either recorded or disclosed at fair value.

Cash and Cash Equivalents:

For disclosure purposes for cash, due from banks, federal funds sold and certificates of deposit in other banks, the carrying amount is a reasonable estimate of fair value.

Investment Securities Available for Sale:

Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange and U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter market funds. Level 2 securities include mortgage-backed securities issued by government sponsored enterprises and state, county and municipal bonds. Securities classified as Level 3 include asset-backed securities in less liquid markets.

Investment Securities Held to Maturity:

Investment securities held to maturity are not recorded at fair value on a recurring basis. For disclosure purposes, fair value measurement is based upon quoted prices, if available.

Federal Home Loan Bank Stock:

For disclosure purposes, the carrying value of other investments approximate fair value.

Loans:

The Corporation does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and a specific allocation is established within the allowance for loan losses. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC 310, Accounting by Creditors for Impairment of a Loans, (ASC 310). The fair value of impaired loans is estimated using one of three methods, including collateral value, market value of similar debt, and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. In accordance with ASC 820, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Corporation records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Corporation records the impaired loan as nonrecurring Level 3.

For disclosure purposes, the fair value of fixed rate loans which are not considered impaired, is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings. For unimpaired variable rate loans, the carrying amount is a reasonable estimate of fair value for disclosure purposes.

Foreclosed Assets:

Other real estate properties are adjusted to fair value upon transfer of the loans to other real estate. Subsequently, other real estate assets are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Corporation records the other real estate as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Corporation records the other real estate asset as nonrecurring Level 3.

Deposits:

For disclosure purposes, the fair value of demand deposits, savings accounts, NOW accounts and money market deposits is the amount payable on demand at the reporting date, while the fair value of fixed maturity certificates of deposit is estimated by discounting the future cash flows using current rates at which comparable certificates would be issued.

Federal Funds Purchased:

For disclosure purposes, the carrying amount for Federal funds purchased is a reasonable estimate of fair value due to the short-term nature of these financial instruments.

FHLB Advances:

For disclosure purposes, the fair value of the FHLB fixed rate borrowing is estimated using discounted cash flows, based on the current incremental borrowing rates for similar types of borrowing arrangements.

Commitments to Extend Credit and Standby Letters of Credit:

Because commitments to extend credit and standby letters of credit are made using variable rates and have short maturities, the carrying value and the fair value are immaterial for disclosure.

Assets Recorded at Fair Value on a Recurring Basis:

The table below presents the recorded amount of assets measured at fair value on a recurring basis as of December 31, 2012, 2011, and 2010.

December 31, 2012	Level 1		Level 2		Level 3		Total
Investment securities available for sale:
U.S. Government Agency securities	$	0	$	8,944,012	$	0	$	8,944,012
State and municipal securities		0		2,180,028		0		2,180,028
Residential mortgage-backed securities		0		10,414,400		0		10,414,400
Equity securities		133,600		0		0		133,600
Total	$	133,600	$	21,538,440	$	0	$	21,672,040

December 31, 2011	Level 1		Level 2		Level 3		Total
Investment securities available for sale:
State and municipal securities	$	0	$	2,841,597	$	0	$	2,841,597
Residential mortgage-backed securities		0		25,688,835		0		25,688,835
Equity securities		110,400		0		0		110,400
Total	$	110,400	$	28,530,432	$	0	$	28,640,832

December 31, 2010	Level 1		Level 2		Level 3		Total
Investment securities available for sale:
U.S. Government Treasury securities	$	0	$	10,633,530	$	0	$	10,633,530
State and municipal securities		0		5,845,751		0		5,845,751
Residential mortgage-backed securities		0		38,398,839		0		38,398,839
Equity securities		67,801		0		0		67,801
Total	$	67,801	$	54,878,120	$	0	$	54,945,921

Assets Recorded at Fair Value on a Nonrecurring Basis:

The Corporation may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the table below as of December 31, 2012 and 2011.

December 31, 2012	Level 1		Level 2		Level 3		Total
Foreclosed assets	$	0	$	1,689,861	$	0	$	1,689,861
Impaired loans		0		2,189,199		0		2,189,199
Total assets at fair value	$	0	$	3,879,060	$	0	$	3,879,060

December 31, 2011	Level 1		Level 2		Level 3		Total
Foreclosed assets	$	0	$	2,357,695	$	0	$	2,357,695
Impaired loans		0		567,802		0		567,802
Total assets at fair value	$	0	$	2,925,497	$	0	$	2,925,497

The carrying amount and estimated fair values of the Corporation’s assets and liabilities which are required to be either disclosed or recorded at fair value at December 31, 2012 and 2011 are as follows:

	December 31, 2012				December 31, 2011

	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(Dollars in thousands)				(Dollars in thousands)

Assets:
Cash and cash equivalents	$	40,501	$	40,501	$	22,030	$	22,030
Investment securities available for sale		21,672		21,672		28,641		28,641
Investment securities held to maturity		59,863		62,084		52,339		54,159
Federal Home Loan Bank stock		1,448		1,448		1,787		1,787
Loans	$	201,292	$	199,801	$	178,202	$	177,178
Liabilities:
Deposits	$	291,762	$	292,138	$	248,911	$	249,211
Federal funds purchased		0		0		0		0
FHLB advances	$	22,000	$	22,648	$	24,000	$	25,130

The carrying amount and estimated fair values of the Corporation’s assets and liabilities are as follows:

December 31, 2012	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
Assets:
Loans, net	$	201,292	$	0	$	199,801	$	0	$	199,801
Liabilities:
Deposits		291,762		0		292,138		0		292,138
FHLB advances	$	22,000	$	0	$	22,648	$	0	$	22,648

December 31, 2011	Carrying Amount		Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
Assets:
Loans, net	$	178,202	$	0	$	177,178	$	0	$	177,178
Liabilities:
Deposits		248,911		0		249,211		0		249,211
FHLB advances	$	24,000	$	0	$	25,130	$	0	$	25,130

Limitations:

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement element. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates included herein are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the fair value of assets and liabilities that are not required to be recorded or disclosed at fair value like premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

14. SUPPLEMENTAL FINANCIAL DATA

Components of other income and other operating expense in excess of one percent of gross revenue for the respective periods are as follows:

	Years Ended December 31
	2012		2011		2010

Income:
Bank card interchange fees	$	391,750	$	303,786	$	166,421
Expense:
Other professional fees	$	175,465	$	210,356	$	195,477
Director & board committee fees	$	240,119	$	228,259	$	195,216
Legal fees	$	219,885	$	84,962	$	99,120
FDIC insurance assessment	$	246,633	$	277,368	$	389,647

15. STOCKHOLDERS’ EQUITY / REGULATORY MATTERS

Dividends paid by the Bank subsidiary are the primary source of funds available to the parent company for payment of dividends to its stockholders and other needs. Banking regulations limit the amount of dividends that may be paid without prior approval of the Bank’s regulatory agency. At December 31, 2012, approximately $1,000,186 of the Bank’s net assets were available for payment of dividends without prior approval from the regulatory authorities.

The Federal Reserve Board requires that banks maintain reserves based on their average deposits in the form of vault cash and average deposit balances at the Federal Reserve Banks. For the year ended December 31, 2012, the Bank had reserve requirements of $1,090,000.

The Corporation (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). As of December 31, 2012 and 2011, the Corporation and the Bank meets all capital adequacy requirements to which they are subject.

As of December 31, 2012, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following tables. There are no conditions or events since the notification that management believes have changed the Bank’s category. The Corporation’s and the Bank’s actual capital amounts and ratios as of December 31, 2012 and 2011 are also presented in the table.

As a result of regulatory limitations at December 31, 2012, approximately $27,749,082 of the parent company’s investments in net assets of the subsidiary bank of $28,749,268, as shown in the accompanying condensed balance sheets in Note 16, was restricted from transfer by the subsidiary bank to the parent company in the form of cash dividends.

The Corporation’s and the Bank’s ratios under the above rules at December 31, 2012 and 2011 are set forth in the following tables. The Corporation’s leverage ratio at December 31, 2012, was 8.85%.

As of December 31, 2012	Actual		For Capital Adequacy Purposes		To Be Well Capitalized Under Prompt Corrective Action Provisions

	Amount	Ratio	Amount	Ratio	Amount	Ratio
Southwest Georgia Financial Corporation
Total capital (to risk-
weighted assets)	$32,830,990	15.56%	$16,878,302	> 8.00%	$21,097,877	> 10.00%
Tier I capital (to risk-
weighted assets)	$30,191,192	14.31%	$ 8,439,151	> 4.00%	$12,658,726	> 6.00%
Leverage (Tier I capital
to average assets)	$30,191,192	8.85%	$10,232,732	> 3.00%	$17,054,554	> 5.00%

Southwest Georgia Bank
Total capital (to risk-
weighted assets)	$31,698,553	15.06%	$16,834,903	> 8.00%	$21,043,628	> 10.00%
Tier I capital (to risk-
weighted assets)	$29,065,452	13.81%	$ 8,417,451	> 4.00%	$12,626,177	> 6.00%
Leverage (Tier I capital
to average assets)	$29,065,452	8.54%	$10,211,330	> 3.00%	$17,018,883	> 5.00%

As of December 31, 2011	Actual		For Capital Adequacy Purposes		To Be Well Capitalized Under Prompt Corrective Action Provisions

	Amount	Ratio	Amount	Ratio	Amount	Ratio
Southwest Georgia Financial Corporation
Total capital (to risk-
weighted assets)	$30,727,560	16.71%	$14,715,591	> 8.00%	$18,394,489	> 10.00%
Tier I capital (to risk-
weighted assets)	$28,424,964	15.45%	$ 7,357,796	> 4.00%	$11,036,693	> 6.00%
Leverage (Tier I capital
to average assets)	$28,424,964	9.47%	$ 9,009,503	> 3.00%	$15,015,839	> 5.00%

Southwest Georgia Bank
Total capital (to risk-
weighted assets)	$29,520,941	16.10%	$14,672,827	> 8.00%	$18,341,034	> 10.00%
Tier I capital (to risk-
weighted assets)	$27,218,345	14.84%	$ 7,336,414	> 4.00%	$11,004,621	> 6.00%
Leverage (Tier I capital
to average assets)	$27,218,345	9.09%	$ 8,987,081	> 3.00%	$14,978,469	> 5.00%

16. PARENT COMPANY FINANCIAL DATA

Southwest Georgia Financial Corporation’s condensed balance sheets as of December 31, 2012 and 2011, and its related condensed statements of operations and cash flows for the years ended are as follows:

Condensed Balance Sheets

as of December 31, 2012 and 2011

(Dollars in thousands)

	2012			2011

ASSETS

Cash	$	542		$	546
Investment in consolidated wholly-owned bank
subsidiary, at equity		28,749			27,344
Loans		60			157
Other assets		524			503

Total assets	$	29,875		$	28,550


LIABILITIES AND STOCKHOLDERS’ EQUITY


Total liabilities	$	0		$	0

Stockholders’ equity:
Common stock, $1 par value, 5,000,000 shares
authorized, 4,293,835 shares for 2012 and 2011 issued		4,294			4,294
Additional paid-in capital		31,701			31,701
Retained earnings		20,664			19,132
Accumulated other comprehensive income		(670	)		(463	)
Treasury stock, at cost, 1,745,998 for 2012
and 2011		(26,114	)		(26,114	)

Total stockholders’ equity		29,875			28,550

Total liabilities and stockholders’ equity	$	29,875		$	28,550

16. PARENT COMPANY FINANCIAL DATA (continued)

Condensed Statements of Income and Expense

for the years ended December 31, 2012, 2011, and 2010

(Dollars in thousands)

	2012			2011			2010

Income:
Dividend received from bank subsidiary	$	388		$	368		$	368
Interest income		7			7			6
Other		0			(12	)		94

Total income		395			363			468

Expenses:
Other		124			148			94

Income before income taxes and equity in
Undistributed income of bank subsidiary		271			215			374

Income tax expense (benefit) – allocated from
consolidated return		(56	)		(62	)		(20	)

Income before equity in undistributed
income of subsidiary		327			277			394

Equity in undistributed income (loss) of subsidiary		1,612			1,184			1,462

Net income (loss)		1,939			1,461			1,856

Retained earnings – beginning of year		19,132			17,926			16,325

Cash dividend declared		(407	)		(255	)		(255	)

Retained earnings – end of year	$	20,664		$	19,132		$	17,926

16. PARENT COMPANY FINANCIAL DATA (continued)

Condensed Statements of Cash Flows

for the years ended December 31, 2012, 2011, and 2010

(Dollars in thousands)

	2012			2011			2010

Cash flow from operating activities:
Net income	$	1,939		$	1,461		$	1,856
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Equity (deficit) in undistributed earnings of
Subsidiary		(1,612	)		(1,552	)		(1,462	)
Changes in:
Other assets		(21	)		(57	)		210

Net cash provided (used) for operating activities		306			(148	)		604

Cash flow from investing activities:
Net change in loans		97			(56	)		28

Net cash provided (used) for investing
activities		97			(56	)		28

Cash flow from financing activities:
Cash dividend paid to stockholders		(407	)		(255	)		(255	)

Net cash provided (used) for financing
activities		(407	)		(255	)		(255	)

Increase (decrease) in cash		(4	)		(459	)		377

Cash – beginning of year		546			1,005			628

Cash – end of year	$	542		$	546		$	1,005

17. EARNINGS PER SHARE

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

	Year Ended December 31, 2012
	Income		Weighted Average Shares		Per Share Amount

Basic earnings per share:
Net income	$	1,939,087		2,547,837	$	0.76
Diluted earnings per share:
Net income	$	1,939,087		2,547,837	$	0.76

	Year Ended December 31, 2011
	Income		Weighted Average Shares		Per Share Amount

Basic earnings per share:
Net income	$	1,461,138		2,547,837	$	0.57
Diluted earnings per share:
Net income	$	1,461,138		2,547,865	$	0.57

	Year Ended December 31, 2010
	Income		Weighted Average Shares		Per Share Amount

Basic earnings per share:
Net income	$	1,856,216		2,547,837	$	0.73
Diluted earnings per share:
Net income	$	1,856,216		2,547,894	$	0.73

18. QUARTERLY DATA

SOUTHWEST GEORGIA FINANCIAL CORPORATION
QUARTERLY DATA
(UNAUDITED)
(Dollars in thousands)

	For the Year 2012
	Fourth		Third		Second		First
Interest and dividend income	$	3,598	$	3,442	$	3,374	$	3,320
Interest expense		460		469		477		492
Net interest income		3,138		2,973		2,897		2,828
Provision for loan losses		130		105		105		105
Net interest income after provision for loan losses		3,008		2,868		2,792		2,723
Noninterest income		1,271		1,164		1,621		1,469
Noninterest expenses		3,469		3,551		4,104		3,472
Income before income taxes		810		481		309		720
Provision for income taxes		167		60		4		150
Net income	$	643	$	421	$	305	$	570
Earnings per share of common stock:
Basic	$	.25	$	.17	$	.12	$	.22
Diluted	$	.25	$	.17	$	.12	$	.22

	For the Year 2011
	Fourth		Third			Second		First
Interest and dividend income	$	3,289	$	3,225		$	3,425	$	3,165
Interest expense		502		529			567		597
Net interest income		2,787		2,696			2,858		2,568
Provision for loan losses		204		480			150		150
Net interest income after provision for loan losses		2,583		2,216			2,708		2,418
Noninterest income		1,235		1,188			1,439		1,297
Noninterest expenses		3,351		3,380			3,359		3,246
Income before income taxes		467		24			788		469
Provision(benefit) for income taxes		71		(75	)		197		94
Net income	$	396	$	99		$	591	$	375
Earnings per share of common stock:
Basic	$	.15	$	.04		$	.23	$	.15
Diluted	$	.15	$	.04		$	.23	$	.15

19. SEGMENT REPORTING

The Corporation operations are divided into five reportable business segments: The Retail and Commercial Banking Services, Commercial Mortgage Banking Services, Insurance Services, Trust and Retail Brokerage Services, and Financial Management Services. These operating segments have been identified primarily based on the Corporation’s organizational structure.

The Retail and Commercial Banking Services segment serves consumer and commercial customers by offering a variety of loan and deposit products, and other traditional banking services.

The Commercial Mortgage Banking Services segment originates and services commercial mortgage loans on properties that are located throughout the southeastern United States. This segment does not directly fund any mortgages and acts primarily as a servicer and broker for participating mortgage lenders.

The Insurance Services segment offers clients a full spectrum of commercial and personal lines insurance products including life, health, property, and casualty insurance.

The Trust and Retail Brokerage Services segment provides personal trust administration, estate settlement, investment management, employee retirement benefit services, and the Individual Retirement Account (IRA) administration. Also, this segment offers full-service retail brokerage which includes the sale of retail investment products including stocks, bonds, mutual funds, and annuities.

The Financial Management Services segment is responsible for the management of the investment securities portfolio. It also is responsible for managing financial risks, including liquidity and interest rate risk.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Corporation evaluates performance based on profit or loss from operations after income taxes not including nonrecurring gains or losses.

The Corporation’s reportable segments are strategic business units that offer different products and services. They are managed separately because each segment appeals to different markets and, accordingly, requires different technology and marketing strategies.

The Corporation allocates capital and funds used or funds provided for each reportable business segment. Also, each segment is credited or charged for the cost of funds provided or used. These credits and charges are reflected as net intersegment interest income (expense) in the table below. The Corporation does allocate income taxes to the segments. Other revenue represents noninterest income, exclusive of the net gain (loss) on disposition of assets and expenses associated with administrative activities which are not allocated to the segments. Those expenses include audit, compliance, investor relations, marketing, personnel, and other executive or parent company expenditures.

The Corporation does not have operating segments other than those reported. Parent Company and the Administrative Offices financial information is included in the “Other” category, and is deemed to represent an overhead function rather than an operating segment. The Administrative Offices include audit, marketing, information technology, personnel, and the executive office.

The Corporation does not have a single external customer from which it derives 10% or more of its revenue and operates in one geographical area.

Information about reportable business segments, and reconciliation of such information to the consolidated financial statements for the years ended December 31, 2012, 2011, and 2010, are as follows:

Segment Reporting

For the year ended December 31, 2012

	Retail and Commercial Banking			Commercial Mortgage Banking			Insurance Services		Trust and Retail Brokerage Services			Financial Management			Inter-segment Elimination			Other			Totals
	(Dollars in thousands)
Net Interest Income (expense)
external customers	$	10,335			0			0		0			1,494			0			7		$	11,836
Net intersegment interest
income (expense)		1,279			(1	)		4		4			(1,286	)		0			0			0
Net Interest Income		11,614			(1	)		4		4			208			0			7			11,836

Provision for Loan Losses		445																				445

Noninterest Income (expense)
external customers		1,600			1,323			1,271		587			597			0			147			5,525
Intersegment noninterest
income (expense)		(3	)		(1	)		4		38			0			(38	)		0			0
Total Noninterest Income		1,597			1,322			1,275		625			597			(38	)		147			5,525

Noninterest Expenses:
Depreciation		633			45			28		19			63			0			109			897
Amortization of intangibles		182			0			19		18			0			0			0			219
Other Noninterest expenses		7,841			830			1,135		750			595			0			2,329			13,480
Total Noninterest expenses		8,656			875			1,182		787			658			0			2,438			14,596

Pre-tax Income		4,110			446			97		(158	)		147			(38	)		(2,284	)		2,320

Provision for Income Taxes		571			170			13		(21	)		(9	)		0			(343	)		381

Net Income (Loss)	$	3,539			276			84		(137	)		156			(38	)		(1,941	)	$	1,939

Assets	$	371,093			1,312			1,137		312			128,644			(155,901	)		584		$	347,181

Expenditures for Fixed Assets	$	1,722			49			3		13			125								$	1,912


Amounts included in the "Other" column are as follows:
		Other
Net interest Income:
Parent Company	$	7
Noninterest Income:
Executive office miscellaneous income		147
Noninterest Expenses:
Parent Company corporate expenses		124
Executive office expenses not
allocated to segments		2,314
Provison for Income taxes:
Parent Company income taxes (benefit)		(56	)
Executive office income taxes not
allocated to segments		(287	)
Net Income:	$	(1,941	)

Segment assets:
Parent Company assets, after
intercompany elimination	$	584

Segment Reporting

For the year ended December 31, 2011

	Retail and Commercial Banking			Commercial Mortgage Banking			Insurance Services		Trust and Retail Brokerage Services			Financial Management			Inter-segment Elimination			Other			Totals
	(Dollars in thousands)
Net Interest Income (expense)
external customers	$	9,030			0			0		0			1,873			0			6		$	10,909
Net intersegment interest
income (expense)		1,640			(1	)		6		4			(1,649	)		0			0			0
Net Interest Income		10,670			(1	)		6		4			224			0			6			10,909

Provision for Loan Losses		984																				984

Noninterest Income (expense)
external customers		1,636			1,241			1,264		538			488			0			(8	)		5,159
Intersegment noninterest
income (expense)		(5	)		(1	)		6		37			0			(37	)		0			0
Total Noninterest Income		1,631			1,240			1,270		575			488			(37	)		(8	)		5,159

Noninterest Expenses:
Depreciation		604			38			26		19			58			0			85			830
Amortization of intangibles		182			0			19		18			0			0			0			219
Other Noninterest expenses		7,333			913			1,083		634			565			0			1,759			12,287
Total Noninterest expenses		8,119			951			1,128		671			623			0			1,844			13,336

Pre-tax Income		3,198			288			148		(92	)		89			(37	)		(1,846	)		1,748

Provision for Income Taxes		476			109			22		(14	)		8			0			(314	)		287

Net Income (Loss)	$	2,722			179			126		(78	)		81			(37	)		(1,532	)	$	1,461

Assets	$	386,495			1,467			1,161		367			110,615			(195,127	)		672		$	305,650

Expenditures for Fixed Assets	$	1,457			6			14		15			61								$	1,553

Amounts included in the "Other" column are as follows:
		Other
Net interest Income:
Parent Company	$	6
Noninterest Income:
Executive office miscellaneous income		(8	)
Noninterest Expenses:
Parent Company corporate expenses		148
Executive office expenses not
allocated to segments		1,696
Provison for Income taxes:
Parent Company income taxes (benefit)		(62	)
Executive office income taxes not
allocated to segments		(252	)
Net Income:	$	(1,532	)

Segment assets:
Parent Company assets, after
intercompany elimination	$	672

Segment Reporting

For the year ended December 31, 2010

	Retail and Commercial Banking		Commercial Mortgage Banking			Insurance Services		Trust and Retail Brokerage Services			Financial Management			Inter-segment Elimination			Other			Totals
	(Dollars in thousands)
Net Interest Income (expense)
external customers	$	7,894		(12	)		0		0			2,240			0			6		$	10,128
Net intersegment interest
income (expense)		2,208		0			6		4			(2,218	)		0			0			0
Net Interest Income		10,102		(12	)		6		4			22			0			6			10,128

Provision for Loan Losses		600																			600

Noninterest Income (expense)
external customers		1,609		1,124			1,114		541			604			0			97			5,089
Intersegment noninterest
income (expense)		6		(12	)		6		38			0			(38	)		0			0
Total Noninterest Income		1,615		1,112			1,120		579			604			(38	)		97			5,089

Noninterest Expenses:
Depreciation		537		43			22		17			47			0			117			783
Amortization of intangibles		182		0			8		18			0			0			0			208
Other Noninterest expenses		6,469		904			907		611			533			0			1,762			11,186
Total Noninterest expenses		7,188		947			937		646			580			0			1,879			12,177

Pre-tax Income		3,929		153			189		(63	)		46			(38	)		(1,776	)		2,440

Provision for Income Taxes		773		58			45		(8	)		61			0			(345	)		584

Net Income (Loss)	$	3,156		95			144		(55	)		(15	)		(38	)		(1,431	)	$	1,856

Assets	$	382,365		1,273			1,186		372			123,178			(212,510	)		540		$	296,404

Expenditures for Fixed Assets	$	2,200		16			13		5			9								$	2,243

Amounts included in the "Other" column are as follows:
		Other
Net interest Income:
Parent Company	$	6
Noninterest Income:
Executive office miscellaneous income		97
Noninterest Expenses:
Parent Company corporate expenses		94
Executive office expenses not
allocated to segments		1,785
Provison for Income taxes:
Parent Company income taxes (benefit)		(20	)
Executive office income taxes not
allocated to segments		(325	)
Net Income:	$	(1,431	)

Segment assets:
Parent Company assets, after
intercompany elimination	$	540

20. SUBSEQUENT EVENTS

The Corporation performed an evaluation of subsequent events through March 29, 2013, the date upon which the Corporation’s financial statements were available for issue. The Corporation has not evaluated subsequent events after this date.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the past three years, the Corporation did not change accountants nor have any disagreements with its accountants on any matters of accounting practices or principles or financial statement disclosure.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Corporation’s management, including the Chief Executive Officer and Chief Financial Officer, supervised and participated in an evaluation of the effectiveness of the Corporation’s disclosure controls and procedures (as defined in federal securities rules) as of December 31, 2012. Based on, and as of the date of, that evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures were effective in accumulating and communicating information to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures of that information under the Securities and Exchange Commission’s rules and forms and that the Corporation’s disclosure controls and procedures are designed to ensure that the information required to be disclosed in reports that are filed or submitted by the Corporation under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Management’s Annual Report on Internal Control over Financial Reporting

The Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Management’s assessment of the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2012, is included in Item 8 of this Report under the heading “Management’s Report on Internal Controls Over Financial Reporting.”

Changes in Internal Control Over Financial Reporting

No changes were made to the Corporation’s internal control over financial reporting during the last fiscal quarter that materially affected or could reasonably likely to materially affect the Corporation’s internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information contained under the heading “Information About Nominees For Director” and “Compliance with Section 16(a) of the Exchange Act” in the definitive Proxy Statement to be used in connection with the solicitation of proxies for the Corporation’s annual meeting of shareholders to be held on May 28, 2013, to be filed with the Commission, is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information contained under the heading “Executive Compensation” in the definitive Proxy Statement to be used in connection with the solicitation of proxies for the Corporation’s annual meeting of shareholders to be held on May 28, 2013, to be filed with the Commission, is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information contained under the heading “Voting Securities and Principal Holders” in the definitive Proxy Statement to be used in connection with the solicitation of proxies for the Corporation’s annual meeting of shareholders to be held on May 28, 2013, to be filed with the Commission, and the information contained in Item 5 hereof under the heading “Securities Authorized for Issuance Under Equity Compensation Plans,” is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information contained under the heading “Certain Relationships and Related Transactions” in the definitive Proxy Statement to be used in connection with the solicitation of proxies for the Corporation’s annual meeting of shareholders to be held on May 28, 2013, to be filed with the Commission, is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information contained under the heading “Information Concerning the Company’s Accountants” in the definitive Proxy Statement to be used in connection with the solicitation of proxies for the Corporation’s annual meeting of shareholders to be held on May 28, 2013, to be filed with the Commission, is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)		Financial Statements

	The following consolidated financial statements and supplementary information for the fiscal years ended
	December 31, 2012, 2011, and 2010 are included in Part II, Item 8 herein:

	(i)	Report of Independent Auditors

	(ii)	Consolidated Balance Sheets – December 31, 2012 and 2011

	(iii)	Consolidated Statements of Income – Years ended December 31, 2012, 2011, and 2010

	(iv)	Consolidated Statements of Comprehensive Income – Years ended December 31, 2012, 2011, and 2010

	(v)	Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2012, 2011, and 2010

	(vi)	Consolidated Statements of Cash Flows – Years ended December 31, 2012, 2011, and 2010

	(vii)	Notes to Consolidated Financial Statements – December 31, 2012

(b)		Financial Statement Schedules

	All applicable financial statement schedules required have been included in the Notes to the Consolidated
	Financial Statements.

(c)		Exhibits:

The exhibits filed as part of this registration statement are as follows:

Exhibit Number	Description Of Exhibit

3.1	Articles of Incorporation of Southwest Georgia Financial Corporation, as amended and restated (included as Exhibit 3.1 to the Corporation’s Form 10-KSB dated December 31, 1996, previously filed with the commission and incorporated herein by reference).

3.2	Bylaws of the Corporation as amended (included as Exhibit 3.2 to the Corporation’s Form 10-KSB dated December 31, 1995, previously filed with the Commission and incorporated herein by reference).

10.1	Pension Retirement Plan of the Corporation, as amended and restated effective as of January 1, 2009. (included as Exhibit 10.1 to the Corporation’s Form 10-K dated December 31, 2009, previously filed with the Commission and incorporated herein by reference).*


10.2	Form of Directors’ Deferred Compensation Plan of the Corporation (included as Exhibit 10.3 to the Corporation’s Form S-18 dated January 23, 1990, previously filed with the Commission and incorporated herein by reference).*

10.3	Directors’ and Executive Officers’ Stock Purchase Plan of the Corporation dated August 22, 2012 (included as Exhibit 4 to the Corporation’s Form S-8 dated October 11, 2012, previously filed with the Commission and incorporated herein by reference).*

10.4	Supplemental Retirement Plan of the Corporation dated December 21, 1994 (included as Exhibit 10.11 to the Corporation’s Form 10-KSB dated December 31, 1994, previously filed with the Commission and incorporated herein by reference).*

10.5	Trust under the Corporation’s Supplemental Retirement Plan, as amended (included as Exhibit 10.6b to the Corporation’s Form 10-K dated December 31, 1997, previously filed with the Commission and incorporated herein by reference).*

10.6	Employee Stock Ownership Plan and Trust of the Corporation as amended and restated effective as of January 1, 2009 (included as Exhibit 10.6 to the Corporation’s Form 10-K dated December 31, 2009, previously filed with the Commission and incorporated herein by reference).*.

10.7	Amendment No. 2 to the Employee Stock Ownership Plan and Trust of the Corporation as amended and restated effective as of January 1, 2009 (included as Exhibit 10.6 to the Corporation’s Form 10-K dated December 31, 2011, previously filed with the Commission and incorporated herein by reference).*

10.8	Dividend Reinvestment and Share Purchases Plan of the Corporation as amended and restated by Amendment No. 1 (included as Exhibit 99 to the Corporation’s Form S-3DPOS dated September 30, 1998, previously filed with the Commission and incorporated herein by reference).

10.9	Key Individual Stock Option Plan of the Corporation dated March 19, 1997 (included as Exhibit 10.9 to the Corporation’s Form 10-K dated December 31, 1997, previously filed with the Commission and incorporated herein by reference).*

10.10	Employment Agreement of DeWitt Drew (included as Exhibit 10.11 to the Corporation’s Form S-4 dated January 6, 2004, previously filed with the Commission and incorporated herein by reference).*

10.11	Southwest Georgia Bank 401(K) Plan as adopted by the Board of Directors on November 15, 2006 (included as Exhibit 10.17 to the Corporation’s Form 10-K dated December 31, 2006, previously filed with the Commission and incorporated herein by reference). *

10.12	Employment Agreement by and between Charles R. Lemons and Empire (included as Exhibit 10.12 to the Corporation’s Form 10-K dated December 31, 2008, previously filed with the Commission and incorporated herein by reference).*

10.13	Guarantee of Empire’s financial performance obligation by the Bank as it relates to Charles R. Lemons Employment Agreement. (included as Exhibit 10.13 to the Corporation’s Form 10-K dated December 31, 2009, previously filed with the Commission and incorporated herein by reference).*

14	Code of Ethical Conduct dated February 27, 2008 (included as Exhibit 14 to the Corporation’s Form 8-K dated February 27, 2008, previously filed with the Commission and incorporated herein by reference).

21	Subsidiaries of the Corporation (included as Exhibit 21 to the Corporation’s Form 10-K dated December 31, 2002, previously filed with the Commission, incorporated herein by reference).


23.1	Consent of Thigpen, Jones, Seaton & Co., P.C.

31.1	Section 302 Certification of Periodic Financial Report by Chief Executive Officer.

31.2	Section 302 Certification of Periodic Financial Report by Chief Financial Officer.

32.1	Section 906 Certification of Periodic Financial Report by Chief Executive Officer.

32.2	Section 906 Certification of Periodic Financial Report by Chief Financial Officer.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Management contract or compensatory plan or arrangement required to be filed as an exhibit to this form.

SIGNATURES

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

	Southwest Georgia Financial Corporation
	(Corporation)

Date: March 29, 2013	By:	/s/ DeWitt Drew
		DEWITT DREW
		President and Chief Executive Officer

Date: March 29, 2013		/s/ George R. Kirkland
		GEORGE R. KIRKLAND
		Senior Vice-President and Treasurer
		Principal Financial and Accounting
		Officer

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

/s/ Michael J. McLean		Date: March 29, 2013
MICHAEL J. MCLEAN Chairman

/s/ Richard L. Moss		Date: March 29, 2013
RICHARD L. MOSS Vice Chairman

/s/ Cecil H. Barber		Date: March 29, 2013
CECIL H. BARBER Director

/s/ John J. Cole, Jr.		Date: March 29, 2013
JOHN J. COLE, JR. Director

/s/ Roy Reeves		Date: March 29, 2013
ROY REEVES Director

/s/ Johnny R. Slocumb		Date: March 29, 2013
JOHNNY R. SLOCUMB Director

/s/ M. Lane Wear		Date: March 29, 2013
M. LANE WEAR Director

/s/ Marcus R. Wells		Date: March 29, 2013
MARCUS R. WELLS Director

Exhibit Index

Exhibit Number	Description of Exhibit

23.1	Consent of Thigpen, Jones, Seaton & Co., P.C.

31.1	Section 302 Certification of Periodic Financial Report by Chief Executive Officer.

31.2	Section 302 Certification of Periodic Financial Report by Chief Financial Officer.

32.1	Section 906 Certification of Periodic Financial Report by Chief Executive Officer.

32.2	Section 906 Certification of Periodic Financial Report by Chief Financial Officer.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document