UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2004
For the transition period from to
Commission file number 000-23423
C&F Financial Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
(804) 843-2360
(Registrant’s telephone number)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). x Yes ¨ No
At August 2, 2004, the latest practicable date for determination, 3,564,121 shares of common stock, $1.00 par value, of the registrant were outstanding.
TABLE OF CONTENTS
Part I -Financial Information
Item 1.
Item 2.
Item 3.
Item 4.
Part II -Other Information
Item 6.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share amounts)
ASSETS
Cash and due from banks
Interest bearing deposits in other banks
Total cash and cash equivalents
Securities-available for sale at fair value, amortized cost of $68,891 and $99,550, respectively
Loans held for sale, net
Loans, net
Federal Home Loan Bank stock
Corporate premises and equipment, net of accumulated depreciation
Accrued interest receivable
Goodwill
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits
Non-interest bearing demand deposits
Savings and interest bearing demand deposits
Time deposits
Total deposits
Borrowings
Accrued interest payable
Other liabilities
Total liabilities
Commitments and contingent liabilities
Shareholders’ equity
Preferred stock ($1.00 par value, 3,000,000 shares authorized)
Common stock ($1.00 par value, 8,000,000 shares authorized, 3,565,421 and 3,612,571 shares issued and outstanding, respectively)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income, net
Total shareholders’ equity
Total liabilities and shareholders’ equity
The accompanying notes are an integral part of the consolidated financial statements.
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CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
Interest income
Interest and fees on loans
Interest on other investments and fed funds
Interest on investment securities
U.S. government agencies and corporations
Tax-exempt obligations of states and political subdivisions
Corporate bonds and other
Total interest income
Interest expense
Savings and interest bearing deposits
Certificates of deposit, $100 or more
Other time deposits
Short-term borrowings and other
Total interest expense
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Other operating income
Gains on sales of loans
Service charges on deposit accounts
Other service charges and fees
Gains on calls of available for sale securities
Other income
Total other operating income
Other operating expenses
Salaries and employee benefits
Occupancy expenses
Other expenses
Total other operating expenses
Income before income taxes
Income tax expense
Net income
Per share data
Net income – basic
Net income – assuming dilution
Cash dividends paid and declared
Weighted average number of shares – basic
Weighted average number of shares – assuming dilution
2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)
Balance December 31, 2003
Comprehensive income
Other comprehensive loss, net of tax
Net change in unrealized net holding gains on securities, net of reclassification adjustment
Repurchase of common stock
Stock options exercised
Cash dividends
Balance June 30, 2004
Disclosure of Reclassification Amount:
Change in unrealized net holding gains on securities during period
Less: reclassification adjustment for gains included in net income
Net change in unrealized net holding gains on securities
3
Balance December 31, 2002
Other comprehensive income, net of tax Net change in unrealized net holding gains on securities, net of reclassification adjustment
Balance June 30, 2003
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net income to net cash (provided by) used in operating activities:
Depreciation
Amortization of intangible assets
Accretion of discounts and amortization of premiums on investment securities, net
Net realized gains on calls of securities
Proceeds from sale of loans
Origination of loans held for sale
Change in other assets and liabilities:
Net cash (provided by) used in operating activities
Cash flows from investing activities:
Proceeds from maturities and calls of securities available for sale
Purchase of securities available for sale
Net increase in customer loans
Purchase of corporate premises and equipment
Sale of corporate premises and equipment
Redemption of Federal Home Loan Bank Stock
Net cash used in (provided by) investing activities
Cash flows from financing activities:
Net increase in demand, interest bearing demand and savings deposits
Net increase (decrease) in time deposits
Net increase (decrease) in other borrowings
Proceeds from exercise of stock options
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosure
Interest paid
Income taxes paid
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and with applicable quarterly reporting regulations of the Securities and Exchange Commission. They do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the C&F Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2003.
In the opinion of C&F Financial Corporation’s management, all adjustments, consisting only of normal recurring accruals, necessary to present fairly the financial position as of June 30, 2004 and the results of operations and cash flows for the three and six months ended June 30, 2004 and 2003 have been made. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.
The consolidated financial statements include the accounts of C&F Financial Corporation (the “Corporation”) and its subsidiary, Citizens and Farmers Bank (the “Bank”), with all significant intercompany transactions and accounts being eliminated in consolidation.
Stock Compensation Plans: The Corporation has three stock-based compensation plans that are accounted for under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based compensation cost is reflected in net income, as all options granted under these plans have an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Corporation had applied the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation, to stock-based compensation.
(in 000’s, except per share amounts)
Net income, as reported
Total stock-based compensation expense determined under fair value based method for all awards, net of related tax effects
Pro forma net income
Earnings per share:
Basic – as reported
Basic – pro forma
Diluted – as reported
Diluted – pro forma
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Note 2
Earnings per share assuming dilution has been calculated on the basis of the weighted average number of shares of common stock and common stock equivalents outstanding for the applicable periods. Potential dilutive common stock had no effect on income available to common shareholders.
Note 3
During the first six months of 2004, the Corporation repurchased 26,200 shares of its common stock in privately-negotiated transactions and 23,550 shares in open-market transactions at prices ranging from $36.46 to $41.50 per share. During the first six months of 2003, the Corporation repurchased 80,000 shares of its common stock in privately-negotiated transactions at prices between $28.00 and $28.50 per share.
Note 4
Securities in an unrealized loss position at June 30, 2004, by duration of the period of unrealized loss, are shown below. No impairment has been recognized on any securities in a loss position because management believes that the decline in value is temporary and the Corporation has the intent and demonstrated ability to hold securities to scheduled maturity or call dates.
(in 000’s)
Fair
Value
Unrealized
Loss
Mortgage-backed securities
Obligations of states and political subdivisions
Subtotal-debt securities
Preferred stock
Total temporarily impaired securities
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Note 5
The Bank has a non-contributory defined benefit plan for which the components of net periodic benefit cost are as follows:
Service cost
Interest cost
Expected return on plan assets
Amortization of net obligation at transition
Amortization of prior service cost
Amortization of net (gain) or loss
Net periodic benefit cost
In December 2003, the Bank made a $1,279,806 cash payment to the plan, which was the maximum tax-deductible contribution for 2004 in accordance with the Internal Revenue Code.
Note 6
The Corporation operates in a decentralized fashion in three principal business activities: retail banking, mortgage banking and consumer finance. Revenues from retail banking operations consist primarily of interest earned on loans and investment securities and service charges on deposit accounts. Mortgage banking operating revenues consist principally of interest earned on mortgage loans held for sale, gains on sales of loans in the secondary mortgage market and loan origination fee income. Revenues from consumer finance operations consist primarily of interest earned on automobile loans.
The Corporation’s other subsidiaries include:
The results of these other subsidiaries are not significant to the Corporation as a whole and have been included in “Other.”
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The following table presents segment information for the three and six months ended June 30, 2004 and 2003.
Three Months Ended June 30, 2004
Revenues:
Other
Total operating income
Expenses:
Total operating expenses
Provision for income taxes
Capital expenditures
Three Months Ended June 30, 2003
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Six Months Ended June 30, 2004
Six Months Ended June 30, 2003
The Retail Banking segment provides the Mortgage Banking segment with the funds needed to originate mortgage loans through a warehouse line of credit and charges the Mortgage Banking segment interest at the daily FHLB advance rate plus 50 basis points. The Retail Banking segment also provides the Consumer Finance segment with a portion of the funds needed to originate loans and charges the Consumer Finance segment interest at LIBOR plus 250 basis points. These transactions are eliminated to reach consolidated totals. Certain corporate overhead costs incurred by the Retail Banking segment are not allocated to the Mortgage Banking, Consumer Finance and Other segments.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains statements concerning the Corporation’s expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements may constitute “forward-looking statements” as defined by federal securities laws. These statements may address issues that involve estimates and assumptions made by management, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements. Factors that could have a material adverse effect on the operations and future prospects of the Corporation include, but are not limited to, changes in:
These risks and uncertainties should be considered in evaluating the forward-looking statements contained in this Management’s Discussion and Analysis, and readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this report.
The following discussion supplements and provides information about the major components of the results of operations, financial condition, liquidity and capital resources of the Corporation. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements requires management to make estimates and assumptions. Those accounting policies that required management’s most difficult, subjective or complex judgments and uncertainties affecting the application of these policies, and the likelihood that materially different amounts would be reported under different conditions, or using different assumptions, are described below.
Allowance for Loan Losses: The allowance for loan losses is established through charges to earnings in the form of a provision for loan losses. Loan losses are charged against the allowance when management believes that the collection of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance. The allowance represents an amount that, in management’s judgment, will be adequate to absorb any losses on existing loans that may become uncollectible. Management’s judgment in determining the adequacy of the allowance is based on evaluations of the collectibility of
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loans while taking into consideration such factors as changes in the nature and volume of the loan portfolio, current economic conditions that may affect a borrower’s ability to repay, overall portfolio quality and review of specific potential losses. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.
Impairment of Loans: Impaired loans are measured based on the present value of expected future cash flows discounted at the effective interest rate of the loan (or, as a practical expedient, at the loan’s observable market price) or the fair value of the collateral if the loan is collateral dependent. The Corporation considers a loan impaired when it is probable that the Corporation will be unable to collect all interest and principal payments as scheduled in the loan agreement. A loan is not considered impaired during a period of delay in payment if management expects the ultimate collection of all amounts due. A valuation allowance is maintained to the extent that the measure of the impaired loan is less than the recorded investment.
Impairment of Securities: Impairment of investment securities results in a write-down that must be included in net income when a market decline below cost is other than temporary. Management regularly reviews each investment security for impairment based on criteria that include the extent to which cost exceeds market, the duration of that market decline, the financial health of and specific prospects for the issuer and management’s ability and intention with regard to holding the security to maturity.
Valuation of Derivatives: The Corporation enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding (i.e., rate lock commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. The period of time between issuance of a loan commitment and closing and sale of the loan generally ranges from 45 to 120 days. For such rate lock commitments, the Corporation protects itself from changes in interest rates through the use of best efforts forward delivery commitments, whereby an investor commits to buy the loan at the time the borrower commits to an interest rate with the intent that the investor has assumed the interest rate risk on the loan. As a result, the Corporation is not exposed to losses nor will it realize gains related to its rate lock commitments due to changes in interest rates.
The market values of rate lock commitments and best efforts contracts are not readily ascertainable with precision because rate lock commitments and best efforts contracts are not actively traded. The Corporation determines the fair value of rate lock commitments and best efforts contracts by measuring the change in the value of the underlying asset while taking into consideration the probability that the rate lock commitments will close. Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss occurs on the rate lock commitments.
Goodwill: On January 1, 2002, the Corporation adopted SFAS No. 142, Goodwill and Other Intangible Assets(“SFAS 142”). Accordingly, goodwill is no longer subject to amortization over its estimated useful life, but is subject to at least an annual assessment for impairment using a two-step process that begins with an estimation of the fair value of the reporting unit. In assessing the recoverability of the Corporation’s goodwill, all of which was recognized in connection with the Bank’s acquisition of Moore Loans, Inc. in September 2002, management must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. The Corporation completed the annual test for impairment during the fourth quarter of 2003 and determined there was no impairment to be recognized in 2003. If the underlying estimates and related assumptions change in the future, the Corporation may be required to record impairment charges.
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Defined Benefit Pension Plan: The Bank maintains a non-contributory, defined benefit pension plan for eligible full-time employees as defined by the plan. Plan assets, which consist primarily of marketable equity securities and corporate and government fixed income securities, are valued using market quotations. Plan obligations and annual pension and postretirement benefit expense are determined by actuaries using a number of key assumptions. Key assumptions include the discount rate, the estimated future return on plan assets, and the anticipated rate of future salary increases. Changes in these assumptions in the future, if any, may impact pension expense as measured in accordance with SFAS No. 87, Employers’ Accounting for Pensions.
Accounting for Income Taxes: Significant judgment is required in determining the Corporation’s effective tax rate. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcomes are uncertain. In addition, the Corporation’s tax returns are subject to audit by various tax authorities. Although management believes that the estimates are reasonable, no assurance can be given that the final tax outcome will not be materially different than that which is reflected in the historical income tax provision and accrual.
For further information concerning accounting policies, refer to Note 1 of the consolidated financial statements in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003.
OVERVIEW
The Corporation’s primary financial goals are to maximize its earnings and to deploy capital in profitable growth initiatives that will enhance shareholder value. Management tracks three primary performance measures in order to assess the level of success in achieving these goals: (i) growth in earnings, (ii) return on average assets (“ROA”) and (iii) return on average equity (“ROE”). Management considers the change in each measure and how the measure relates to the performance of the Corporation’s peer group. In addition to these financial performance measures, management tracks the performance of the Corporation’s three principal business activities: retail banking, mortgage banking and consumer finance.
The Corporation reported quarterly net income of $2.9 million, or $.77 per diluted share, for the second quarter ended June 30, 2004, compared with $3.5 million, or $.94 per diluted share, for the second quarter ended June 30, 2003. The Corporation’s annualized ROA was 1.99 percent for the second quarter of 2004, compared with 2.64 percent for the same quarter of 2003, and its annualized ROE was 17.80 percent for the second quarter of 2004, compared with 23.92 percent for the same quarter of 2003.
The Corporation reported net income of $5.2 million, or $1.40 per diluted share, for the first six months of 2004, compared with $6.8 million, or $1.81 per diluted share for the first six months of 2003. The Corporation’s annualized ROA was 1.83 percent for the first half of 2004, compared with 2.56 percent for the same period of 2003, and its annualized ROE was 16.09 percent for the first half of 2004, compared to 23.37 percent for the same period of 2003.
The decreases in the Corporation’s primary performance measures for the three months and six months ended June 30, 2004 were primarily attributable to a decrease in the earnings of the Mortgage Banking segment, partly offset by increased earnings from the Retail Banking and the Consumer Finance segments. The decrease in this year’s earnings follows record earnings in 2003, driven by growth in the Mortgage Banking segment resulting from the high level of loan refinancings.
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Retail Banking: Net income for the Retail Banking segment increased approximately $136,000 to $1.3 million for the quarter ended June 30, 2004 and approximately $178,000 to $2.7 million for the six months ended June 30, 2004. The improvement in the performance of the Retail Banking segment resulted from a higher level of earning assets and a reduction in the provision for loan losses, offset in part by the initial costs associated with the expansion of the Retail Banking segment into the Peninsula and Hanover markets of Virginia and an increase in operations and administrative personnel to support growth. Final plans are being reviewed and construction is expected to begin in the last half of 2004 for two new branches on the Virginia Peninsula. In addition, new commercial loan officers have been employed for both the Newport News and Richmond, Virginia markets.
Mortgage Banking: Net income for the Mortgage Banking segment decreased approximately $858,000 to $881,000 for the quarter ended June 30, 2004 and $1.8 million to $1.3 million for the six months ended June 30, 2004. This decrease resulted from a decline in the gains on sales of loans, which was offset in part by lower production-based compensation. As mortgage rates began to increase in the third quarter of 2003, the Mortgage Banking segment began experiencing a decline in originations of loans for refinancings, which resulted in a decline in sales volume. For the second quarter of 2004, the amount of loan originations at C&F Mortgage for new and resale home purchases were $169.6 million, compared with $144.3 million for the second quarter of 2003. Loans for refinancings were $96.6 million for this year’s second quarter and $176.4 million for the same period last year. For the first six months of 2004, loan originations for new and resale home purchases were $283.8 million, compared with $258.1 million for the same period of 2003. Loans for refinancings were $152.8 million for the first six months of this year and $304.6 million for the same period last year. This production data reflects the decline in refinancings offset in part by increases in originations for new and resale home purchases for the three and six months ended June 30, 2004. The volume of mortgage loan applications and the level of the mortgage loan pipeline are following a more normal seasonal pattern in 2004, and thus, management expects that the second and third quarters will be this year’s peak earnings periods for the Mortgage Banking segment. However, future earnings for the Mortgage Banking segment would be affected by any changes in interest rates, new and resale home sales and loan refinancings.
Consumer Finance: Net income for the Consumer Finance segment increased approximately $88,000 to $622,000 for the quarter ended June 30, 2004 and approximately $90,000 to $1.2 million for the six months ended June 30, 2004. A 15.2 percent increase in second quarter average loans outstanding and a 16.3 percent increase in first half average loans outstanding favorably impacted net earnings for the periods. However, net earnings in 2004 also included a $114,000 after-tax increase in the provision for loan losses for the second quarter and a $382,000 after-tax increase in the provision for loan losses for the first half of 2004 as a result of higher charge-offs for the first six months of 2004. In addition, net earnings for 2004 included an increase in operating expenses to support growth and technology investments. Management expects that the continuing investments in technology to create future efficiencies and the initial start-up costs associated with the expansion of the Consumer Finance segment into the Northern Virginia and Nashville, Tennessee markets will affect short-term earnings of the Consumer Finance segment.
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RESULTS OF OPERATIONS
Net Interest Income
Selected Average Balance Sheet Data
Securities
Loans
Fed funds sold / interest bearing deposits at other banks
Total earning assets
Time and savings deposits
Other borrowings
Total interest bearing liabilities
Net interest margin
Net interest income, on a taxable equivalent basis, for the three months ended June 30, 2004 was $8.5 million, an increase of $544,000, or 6.9 percent, from $7.9 million for the three months ended June 30, 2003. Net interest income, on a taxable equivalent basis, for the six months ended June 30, 2004 was $16.4 million, an increase of $887,000, or 5.7 percent, from $15.5 million for the comparable period in 2003. These increases resulted from higher average interest earning assets, which increased 7.8 percent for the second quarter of 2004 and 7.2 percent for the first six months of 2004. The favorable impact from the higher earning asset level was offset in part by decreases in the net interest margin to 6.35 percent for the second quarter of 2004 from 6.43 percent for the second quarter of 2003 and to 6.22 percent for the first half of 2004 from 6.38 percent for the first half of 2003.
The decline in the net interest margin reflects the increase in lower-yielding average earning assets. Average securities available for sale increased $11.6 million for the three ended June 30, 2004,
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and in the same period the average yield on these securities declined 65 basis points. For the six months ended June 30, 2004, average securities available for sale increased $11.8 million and the average yield declined 88 basis points. The decline in the tax-equivalent yields resulted from the maturities and calls of higher-yielding securities throughout 2003 and 2004, coupled with the reinvestment of proceeds in lower-yielding securities as a result of the lower rate environment. For the three months ended June 30, 2004, average interest earning deposits at other banks (primarily the Federal Home Loan Bank) increased $27.9 million and their quarterly average yield declined 22 basis points. For the six months ended June 30, 2004, average interest earning deposits at other banks increased $36.5 million and their year-to-date average yield declined 22 basis points. The increase in average interest earning deposits at other banks reflected deposit growth in excess of loan demand, which resulted in excess funds in lower-yielding accounts. Average loans decreased $694,000 for the second quarter of 2004. The decrease consisted of a $23.8 million decline in loans held for sale offset in part by increases in loans to third parties of $11.9 million at the Retail Banking segment and $11.2 million at the Consumer Finance segment. Average loans decreased $13.1 million for the first half of 2004, consisting of a $34.2 million decline in loans held for sale, which was offset in part by increases in loans to third parties of $9.5 million at the Retail Banking segment and $11.6 million at the Consumer Finance segment. Yields on loans for the three months and the six months ended June 30, 2004 decreased slightly compared to the comparable periods of 2003.
The decrease in the cost of deposits for the Corporation was a result of the falling interest rate environment, which resulted in decreases in the rates paid on savings and interest bearing checking accounts and the repricing of maturing certificates of deposit at lower rates. The decrease in the rate on other borrowings resulted from a lower LIBOR-based rate on Moore Loans’ line of credit with an unrelated third party, coupled with the repayment of $8 million in debt that carried interest rates of 6 percent to 8 percent associated with the acquisition of Moore Loans.
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Non-Interest Income
Gain on calls of available for sale securities
Total non-interest income
Total non-interest income decreased $1.4 million, or 17.8 percent, to $6.7 million for the three months ended June 30, 2004 and $3.4 million, or 22.9 percent, to $11.5 million for the six months ended June 30, 2004. The three-month and six-month decreases in 2004 were mainly attributable to decreases in gains on sales of loans and other service charges and fees resulting from decreases in the volume of
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loans closed and sold by the Mortgage Banking segment. In addition, gains on calls of available for sale securities at the Retail Banking segment decreased as a result of fewer calls in 2004. Decreases for the three-month and six-month periods were offset in part by higher service charges on deposit accounts. These higher service charges resulted from deposit growth.
Non-Interest Expense
Occupancy expense
Total non-interest expense
Total non-interest expense increased $250,000, or 2.6 percent, to $9.8 million for the three months ended June 30, 2004 and remained substantially unchanged in total from last year’s level for the six months ended June 30, 2004. The Retail Banking and the Consumer Finance segments reported increases in total non-interest expenses that were primarily attributable to higher personnel and
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operating expenses at the Retail Banking segment to support growth and at the Consumer Finance segment to support growth and technology enhancements. The Retail Banking segment opened a new branch in Mechanicsville, Virginia at the end of 2003 and a new branch in Newport News, Virginia in January of 2004. Start-up costs associated with the Bank’s expansion efforts will continue throughout 2004 as the Bank expects to begin construction in the last half of 2004 of two new branches on the Virginia Peninsula. The Consumer Finance segment continues to invest in both technology and people to create efficiencies and serve new markets. Additional personnel have been hired to begin serving the Northern Virginia and Nashville, Tennessee markets. A decrease in non-interest expenses for the Mortgage Banking segment resulted from lower production-based compensation and operating expenses.
Income Taxes
Income tax expense for the second quarter of 2004 totaled $1.3 million, an effective tax rate of 31.0 percent, compared with $1.8 million, or 33.6 percent, for the second quarter of 2003. Income tax expense for the first six months of 2004 totaled $2.3 million, an effective tax rate of 30.2 percent, compared with $3.4 million, or 33.1 percent, for the first six months of 2003. The decrease in the effective tax rate for the three months and six months ended June 30, 2004 resulted from a higher proportion of earnings from tax-exempt assets, which mainly reflects the lower earnings at the Mortgage Banking segment.
ASSET QUALITY
Allowance for Loan Losses
The allowance for loan losses represents an amount that, in management’s judgment, will be adequate to absorb any losses on existing loans that may become uncollectible. The allowance is increased by the provision for loan losses and reduced by loans charged off, net of recoveries. The following table summarizes the allowance activity for periods indicated:
June 30, 2004
Allowance, beginning of period
Loans charged off
Recoveries of loans previously charged off
Net loans charged off
Allowance, end of period
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During the three and six months ended June 30, 2004, there were no provisions for loan losses at the combined Retail Banking and Mortgage Banking segments. Management believes that the current level of the allowance for loan losses is adequate to absorb any losses on existing loans that may become uncollectible.
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The Consumer Finance segment, consisting solely of Moore Loans, accounted for the majority of the activity in the allowance for loan losses during the second quarter and the first six months of 2004. Moore Loans serves customers who have limited access to traditional automobile financing. Moore Loans’ typical borrowers have experienced prior credit difficulties or have modest incomes. Because Moore Loans serves customers who are unable to meet the credit standards imposed by most traditional automobile financing sources, Moore Loans expects to sustain a higher level of credit losses than traditional automobile financing sources. Throughout 2003, management implemented changes to the loan underwriting guidelines to improve asset quality on new loans. As a result, charge-offs started to decline in the second quarter of 2004. The majority of the charge-offs in the first quarter of 2004 occurred on loans originated under previous guidelines. Because Moore Loans provides financing in a relatively higher risk market, Moore Loans generally charges interest at higher rates than those charged by traditional financing sources.
In addition to maintaining the allowance for loan losses, Moore Loans has retained dealer reserves that were established at the time a loan was made and was specific to each individual dealer. Loans charged off at Moore Loans have first been charged to the dealer reserves, to the extent that an individual dealer had reserves, and the remainder has been charged to the allowance for loan losses. Dealer reserves are a liability of Moore Loans and payable to individual dealers upon the termination of the relationship with Moore Loans and the payment of outstanding loans associated with a specific dealer. The following table summarizes the dealer reserves activity:
Dealer reserves, beginning of period
Reserve holdback at loan origination
Dealer reserves, end of period
In order to conform its dealer agreements to standard industry practices, Moore Loans no longer originates loans with a dealer reserve provision. Existing dealer reserves at December 31, 2003 will be retained to absorb future losses for each dealer with a dealer reserve balance at December 31, 2003. The provision for loan losses and the corresponding allowance for loan losses at the Consumer Finance segment will increase in future periods as dealer reserves are reduced by virtue of loan charge-offs.
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Non-Performing Assets
Retail and Mortgage Banking
(dollars in 000’s)
2004
December 31,
2003
Non-accrual loans
Real estate owned
Total non-performing assets
Accruing loans past due for 90 days or more
Allowance for loan losses
Non-performing assets to total loans* and real estate owned
Allowance for loan losses to total loans* and real estate owned
Allowance for loan losses to non-performing assets
Consumer Finance
Dealer reserves
Non-accrual consumer finance loans to total consumer finance loans
Allowance for loan losses and dealer reserves to non-accrual consumer finance loans
Allowance for loan losses to total consumer finance loans
Dealer reserves to total consumer finance loans
Allowance for loan losses and dealer reserves to total consumer finance loans
The non-performing assets of the combined Retail and Mortgage Banking segment increased to $3.9 million as of June 30, 2004, compared with $2.0 million at December 31, 2003. This increase resulted primarily from one commercial real estate loan relationship that became more than 90 days delinquent after December 31, 2003. Management is closely monitoring this relationship. The non-accrual principal balance outstanding of this relationship is $2.9 million for which management allocated a reserve of $767,000 at December 31, 2003 based upon the assessment of this relationship and the fact that management expected that this relationship would become 90 days delinquent after December 31, 2003. The increase in non-accrual loans attributable to this relationship was offset in part by the removal of another commercial loan relationship approximating $996,000 from non-accrual status. While this relationship is contractually past due more than 90 days at June 30, 2004, management has determined that a return to accrual status is appropriate based on an evaluation of the net realizable value of the collateral and the improved financial strength of the borrower. Accruing loans past due 90 days or more at June 30, 2004 also included two loans approximating $1.3 million that are no longer delinquent after quarter end.
Non-performing assets of the Consumer Finance segment decreased to $715,000 at June 30, 2004 from $1.1 million at December 31, 2003 and the ratio of the allowance for loan losses and dealer reserves to non-accrual loans declined slightly. Throughout 2003, management implemented changes to the loan underwriting guidelines to improve asset quality on new loans. Charge-offs during the first half of 2004 included loans that were originated under previous guidelines and that had been non-performing at December 31, 2003. As previously mentioned, effective January 1, 2004, Moore Loans no longer originates loans with a dealer reserve provision. Therefore, the ratio of dealer reserves to total consumer finance loans declined from 2.66 percent at December 31, 2003 to 1.81 percent at June 30, 2004. The decline in the dealer reserves is offset in part by a higher provision for loan losses that resulted in an increase in the ratio of the allowance for loan losses to total consumer finance loans from 5.52 percent at December 31, 2003 to 6.20 percent at June 30, 2004.
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FINANCIAL CONDITION
At June 30, 2004, the Corporation had total assets of $594.5 million compared with $573.5 million at December 31, 2003. The increase is principally a result of an increase in loans held for sale, loans held for investment, and cash and cash equivalents. These increases were offset in part by a decline in securities available for sale. At December 31, 2003, the Bank invested in short-term securities that had a slight effective yield advantage to the Bank’s overnight interest bearing account at the FHLB. These securities matured in the first quarter of 2004 and, to the extent these funds were not used to fund the increase in loans held for sale and loans held for investment, they were held in the Bank’s overnight interest bearing account at the FHLB at June 30, 2004.
Loan Portfolio
The following table sets forth the composition of the Corporation’s loans held for investment in dollar amounts and as a percentage of the Corporation’s total gross loans held for investment at the dates indicated:
Real estate - mortgage
Real estate - construction
Commercial, financial and agricultural
Equity lines
Consumer
Consumer-Moore Loans
Total loans
Less unearned loan fees
Less allowance for loan losses
Total loans, net
23
Investment Securities
The following table sets forth the composition of the Corporation’s securities available for sale in dollar amounts at fair value and as a percentage of the Corporation’s total securities available for sale at the dates indicated:
Obligations of states and
Political subdivisions
Total debt securities
Total available for sale securities
The decline in securities occurred primarily in securities of U.S. government agencies and corporations as a result of the 2003 year-end investment in short-term securities with a slight effective yield advantage to the Bank’s overnight interest bearing account at the FHLB. These securities matured in January 2004.
Deposits totaled $442.2 million at June 30, 2004 compared with $427.6 million at December 31, 2003. This increase was primarily attributable to the increase in non-interest bearing deposits, which totaled $78.1 million at June 30, 2004, compared with $64.7 million at December 31, 2003. The increase in deposits is primarily a result of an increase in deposits at the new branch in Newport News, Virginia and at branches in the Richmond, Virginia market.
Other Borrowings
Borrowings totaled $75.9 million at June 30, 2004 compared with $67.7 million at December 31, 2003. This increase occurred in the Consumer Finance segment’s line of credit and was used to fund this segment’s loan growth.
Liquidity
Liquid assets, which include cash and due from banks, interest bearing deposits at other banks and nonpledged securities available-for-sale, at June 30, 2004 totaled $92.5 million. The Corporation’s funding sources consist of an established federal funds line with a regional correspondent bank of $14.0 million that had no outstanding balance as of June 30, 2004, an established line with the FHLB that had $20.0 million outstanding under a total line of $103.5 million as of June 30, 2004 and a revolving line of credit with a third party bank that had $46.0 million outstanding under a total line of $60 million as of June 30, 2004. Management has no reason to believe these arrangements will not be renewed at maturity.
As a result of the Corporation’s management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Corporation maintains overall liquidity sufficient to satisfy its operational requirements and contractual obligations.
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Capital Resources
The Corporation’s and the Bank’s actual capital amounts and ratios are presented in the following table.
As of June 30, 2004:
Total Capital (to Risk-Weighted Assets)
Corporation
Bank
Tier I Capital (to Risk-Weighted Assets)
Tier I Capital (to Average Assets)
As of December 31, 2003:
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued no accounting pronouncements during the first six months of 2004 that are pertinent to the Corporation’s lines of business.
Effects of Inflation
The effect of changing prices on financial institutions is typically different from other industries as the Corporation’s assets and liabilities are primarily monetary in nature. Interest rates are significantly impacted by inflation, but neither the timing nor the magnitude of the changes is directly related to price level indices. Impacts of inflation on interest rates, loan demand and deposits are reflected in the consolidated financial statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes from the quantitative and qualitative disclosures made in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003.
ITEM 4. CONTROLS AND PROCEDURES
The Corporation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Corporation’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures were effective as of June 30, 2004 to ensure that information required to be disclosed by the Corporation in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and regulations. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Corporation’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Corporation or its subsidiary to disclose material information otherwise required to be set forth in the Corporation’s periodic reports.
Management of the Corporation is also responsible for establishing and maintaining adequate internal controls over financial reporting and control of the Corporation’s assets to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. There were no changes in the Corporation’s internal control over financial reporting during the Corporation’s second quarter ended June 30, 2004 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Corporation or any of its subsidiaries is a party or of which property of the Corporation or any of its subsidiaries is subject.
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
Total Number
of Shares
Purchased asPart of PubliclyAnnounced Program1
Maximum Numberof Shares that
May Yet BePurchased Underthe Program1
April 1-30, 2004
May 1-31, 2004
June 1-30, 2004
Total
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
C&F Financial Corporation held its Annual Meeting of Shareholders on April 20, 2004. A quorum of shareholders was present, consisting of a total of 2,779,190 shares. At the Annual Meeting, the shareholders elected Joshua H. Lawson and Paul C. Robinson as Class II directors to serve on the Board of Directors until the 2007 Annual Meeting of Shareholders. The following Class III and Class I directors whose terms expire in 2005 and 2006 continued in office: J.P. Causey Jr., Barry R. Chernack, Larry G. Dillon, James H. Hudson III, and William E. O’Connell Jr.
The vote on director nominations was as follows:
Joshua H. Lawson
Paul C. Robinson
Also at the Annual Meeting, the shareholders approved the C&F Financial Corporation 2004 Incentive Stock Plan and reservation of 500,000 shares of Corporation common stock. The vote on this matter was as follows:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
1,814,402
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
2.1 Stock Purchase Agreement by and between Citizens and Farmers Bank, C&F Financial Corporation, Moore Loans, Inc., Abby W. Moore, Joanne Moore and John D. Moore dated as of August 30, 2002 (incorporated by reference to Exhibit 2.1 to Form 8-K filed on September 3, 2002)
3.1 Articles of Incorporation of C&F Financial Corporation (incorporated by reference to Exhibit 3.1 to Form 10-KSB filed March 29, 1996)
3.2 Bylaws of C&F Financial Corporation (incorporated by reference to Exhibit 3.2 to Form 10-KSB filed March 29, 1996)
31.1 Certification of CEO pursuant to Rule 13a-14(a)
31.2 Certification of CFO pursuant to Rule 13a-14(a)
32 Certification of CEO/CFO pursuant to 18 U.S.C. Section 1350
On April 21, 2004, the Corporation filed a report on Form 8-K to announce the Corporation’s financial results for the first quarter ended March 31, 2004.
On May 25, 2004, the Corporation filed a report on Form 8-K to announce its declaration of a cash dividend payable July 1, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
C&F FINANCIAL CORPORATION
(Registrant)
Date August 6, 2004
/s/ Larry G. Dillon
Larry G. Dillon
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas F. Cherry
Thomas F. Cherry
Senior Vice President,
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
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