UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2005
or
For the transition period from to
Commission File Number: 0-20146
EAGLE FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
(I.R.S. Employer
Identification No.)
2 East Main Street
P.O. Box 391
Berryville, Virginia
(540) 955-2510
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of the registrant’s Common Stock ($2.50 par value) outstanding as of August 10, 2005 was 1,522,436.
TABLE OF CONTENTS
PART I -FINANCIAL INFORMATION
Item 1.
Financial Statements:
Consolidated Balance Sheets at June 30, 2005 and December 31, 2004
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2005 and 2004
Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2005 and 2004
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004
Notes to Consolidated Financial Statements
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Item 4.
Controls and Procedures
PART II -OTHER INFORMATION
Legal Proceedings
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Submission of Matters to a Vote of Security Holders
Item 5.
Other Information
Item 6.
Exhibits
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EAGLE FINANCIAL SERVICES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(dollars in thousands, except share amounts)
June 30,
2005
Assets
Cash and due from banks
Federal funds sold
Securites available for sale, at fair value
Securities held to maturity (fair value: 2005, $23,658; 2004, $19,834)
Loans, net of allowance for loan losses of $3,437 in 2005 and $3,265 in 2004
Bank premises and equipment, net
Other assets
Total assets
Liabilities and Shareholders’ Equity
Liabilities
Deposits:
Noninterest bearing demand deposits
Savings and interest bearing demand deposits
Time deposits
Total deposits
Federal funds purchased and securities sold under agreements to repurchase
Federal Home Loan Bank advances
Trust preferred capital notes
Other liabilities
Commitments and contingent liabilities
Total liabilities
Shareholders’ Equity
Preferred stock, $10 par value; 500,000 shares authorized and unissued
Common stock, $2.50 par value; authorized 5,000,000 shares; issued 2005, 1,520,636 shares; issued 2004, 1,512,487 shares
Surplus
Retained earnings
Accumulated other comprehensive income
Total shareholders’ equity
Total liabilities and shareholders’ equity
See Notes to Consolidated Financial Statements
1
Consolidated Statements of Income (Unaudited)
(dollars in thousands, except per share amounts)
Interest and Dividend Income
Interest and fees on loans
Interest on federal funds sold
Interest on securities held to maturity:
Taxable interest income
Interest income exempt from federal income taxes
Interest and dividends on securities available for sale:
Dividends
Interest on deposits in banks
Total interest and dividend income
Interest Expense
Interest on deposits
Interest on federal funds purchased and securities sold under agreements to repurchase
Interest on Federal Home Loan Bank advances
Interest on trust preferred capital notes
Total interest expense
Net interest income
Provision For Loan Losses
Net interest income after provision for loan losses
Noninterest Income
Trust department income
Service charges on deposit accounts
Other service charges and fees
Securities gains
Other operating income
Total noninterest income
Noninterest Expenses
Salaries and employee benefits
Occupancy expenses
Equipment expenses
Advertising and marketing expenses
Stationery and supplies
ATM network fees
Other operating expenses
Total noninterest expenses
Income before income taxes
Income Tax Expense
Net income
Earnings Per Share
Net income per common share, basic
Net income per common share, diluted
2
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)
(dollars in thousands, except share and per share amounts)
Balance, December 31, 2003
Comprehensive income:
Other comprehensive (loss):
Unrealized holding losses arising during the period, net of deferred income taxes of $190
Reclassification adjustment, net of income taxes of $53
Other comprehensive (loss), net of income taxes of $243
Total comprehensive income
Amortization of unearned compensation, restricted stock awards
Issuance of common stock, dividend investment plan (4,947 shares)
Dividends declared ($0.41 per share)
Balance, June 30, 2004
Balance, December 31, 2004
Unrealized holding losses arising during the period, net of deferred income taxes of $158
Reclassification adjustment, net of income taxes of $3
Other comprehensive (loss), net of income taxes of $161
Issuance of common stock, employee benefit plan (2,278 shares)
Issuance of common stock, dividend investment plan (5,871 shares)
Dividends declared ($0.45 per share)
Balance, June 30, 2005
3
Consolidated Statements of Cash Flows (Unaudited)
(dollars in thousands)
Six Months Ended
Cash Flows from Operating Activities
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
Amortization of intangible and other assets
Loss on equity investment
Provision for loan losses
Accrual of restricted stock awards
(Gain) on sale of securities
Premium amortization on securities, net
Changes in assets and liabilities:
(Increase) decrease in other assets
Increase (decrease) in other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities
Proceeds from maturities and principal payments of securities held to maturity
Proceeds from maturities and principal payments of securities available for sale
Proceeds from sales of securities available for sale
Purchases of securities held to maturity
Purchases of securities available for sale
Purchases of bank premises and equipment
Net (increase) in loans
Net cash (used in) investing activities
Cash Flows from Financing Activities
Net increase (decrease) in demand deposits, money market and savings accounts
Net increase in certificates of deposit
Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase
Net increase in Federal Home Loan Bank advances
Issuance of common stock, employee benefit plan
Cash dividends paid
Net cash provided by financing activities
4
Increase (decrease) in cash and cash equivalents
Cash and Cash Equivalents
Beginning
Ending
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest
Income taxes
Supplemental Schedule of Noncash Investing and Financing Activities:
Issuance of common stock, dividend investment plan
Unrealized gain (loss) on securities available for sale
5
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2005
General
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America.
In the opinion of management, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position at June 30, 2005 and December 31, 2004, the results of operations for the three and six months ended June 30, 2005 and 2004, and cash flows for the six months ended June 30, 2005 and 2004. The results of operations for the six month period ended June 30, 2005, are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (the “2004 Form 10-K”).
The Company owns 100% of Bank of Clarke County (the “Bank”) and Eagle Financial Statutory Trust I (the “Trust”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain amounts in the consolidated financial statements have been reclassified to conform to current year presentations.
NOTE 1. Stock-Based Compensation Plan
The Company has a stock-based compensation plan which it accounts for under the recognition and measurement principles of the Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based compensation cost is reflected in net income, as each option granted under the plan had 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 Company had applied the fair value recognition provisions of the Financial Accounting Standards Board Statement No. 123, Accounting for Stock-Based Compensation, to its stock-based compensation plan for the three and six months ended June 30, 2005 and 2004.
Net income, as reported
Total stock-based compensation expense based on fair value of all awards, net of taxes
Pro forma net income
Earnings per share:
Basic - as reported
Basic - pro forma
Diluted - as reported
Diluted - pro forma
6
NOTE 2. Earnings Per Common Share
Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and are determined using the treasury method.
The following table shows the weighted average number of shares used in computing earnings per share for the three and six months ended June 30, 2005 and 2004 and the effect on the weighted average number of shares of dilutive potential common stock. Potential dilutive common stock had no effect on income available to common shareholders.
Average number of common shares outstanding
Effect of dilutive options
Average number of common shares outstanding used to calculate diluted earnings per share
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NOTE 3. Securities
Amortized costs and fair values of securities available for sale at June 30, 2005 and December 31, 2004 were as follows:
Obligations of U.S. government corporations and agencies
Mortgage-backed securities
Obligations of states and political subdivisions
Corporate securities
Restricted stock
Proceeds from sales of securities available for sale during the first six months of 2005 and 2004 were $727,547 and $2,283,504, respectively. Gross gains of $11,408 and gross losses of $2,692 were realized on sales during the first six months of 2005. Gross gains of $155,798 and gross losses of $281 were realized on sales the first six months of 2004.
8
The fair value and gross unrealized losses for securities available for sale, totaled by the length of time that individual securities have been in a continuous gross unrealized loss position, at June 30, 2005 and December 31, 2004 were as follows:
The Company evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the amount of an unrealized loss, the financial condition of the issuer, and the intent and ability of the Company to retain its investment in the issuer long enough to allow for an anticipated recovery in fair value. At June 30, 2005, the gross unrealized losses totaling $282,000 included thirty-eight debt securities. At December 31, 2004, the gross unrealized losses totaling $109,000 included twenty-eight debt securities. In analyzing an issuer’s financial condition, the Company considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. Since the Company has the ability to hold debt securities until maturity, no unrealized losses are deemed to be other than temporary.
9
Amortized costs and fair values of securities held to maturity at June 30, 2005 and December 31, 2004 were as follows:
The fair value and gross unrealized losses for securities held to maturity, totaled by the length of time that individual securities have been in a continuous gross unrealized loss position, at June 30, 2005 and December 31, 2004 were as follows:
The Company evaluates securities for other-than-temporary impairment on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the amount of an unrealized loss, the financial condition of the issuer, and the intent and ability of the Company to retain its investment in the issuer long enough to allow for an anticipated recovery in fair value. At June 30, 2005, the gross unrealized losses totaling $79,000 included twenty-two debt securities. At December 31, 2004, the gross unrealized losses totaling $51,000 included fourteen debt securities. In analyzing an issuer’s financial condition, the Company considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. Since the Company has the ability to hold debt securities until maturity, no unrealized losses are deemed to be other than temporary.
10
NOTE 4. Loans
The composition of loans at June 30, 2005 and December 31, 2004 was as follows:
Mortgage loans on real estate:
Construction and land development
Secured by farmland
Secured by 1-4 family residential properties
Secured by nonfarm, nonresidential properties
Loans to farmers
Commercial and industrial loans
Consumer installment loans
All other loans
Less: Allowance for loan losses
NOTE 5. Allowance for Loan Losses
Changes in the allowance for loan losses for the six months ended June 30, 2005 and 2004 and the year ended December 31, 2004 were as follows:
June 30, 2004
Balance, beginning
Provision charged to operating expense
Recoveries added to the allowance
Loan losses charged to the allowance
Balance, ending
Total loans past due ninety days or greater still accruing interest were $15,000 and $64,000 at June 30, 2005 and December 31, 2004. There were no impaired loans at June 30, 2005 or December 31, 2004. There were no nonaccrual loans at June 30, 2005 or December 31, 2004.
NOTE 6. Deposits
The composition of deposits at June 30, 2005 and December 31, 2004 was as follows:
Savings and interest bearing demand deposits:
NOW accounts
Money market accounts
Regular savings accounts
Time deposits:
Balances of less than $100,000
Balances of $100,000 and more
11
NOTE 7. Pension and Postretirement Benefit Plans
The Company has a funded noncontributory defined benefit pension plan that covers substantially all of its employees. The plan provides defined benefits based on years of service and final average salary.
The Company provides certain health care and life insurance benefits for six retired employees who have met certain eligibility requirements. All other employees retiring after reaching age 65 and having at least 15 years of service with the Company will be allowed to stay on the Company’s group life and health insurance policies, but will be required to pay premiums. The Company’s share of the estimated costs that will be paid after retirement is generally being accrued by charges to expense over the employees’ active service periods to the dates they are fully eligible for benefits, except that the Company’s unfunded cost that existed at January 1, 1993 is being accrued primarily in a straight-line manner that will result in its full accrual by December 31, 2013.
The following tables provide the components of net periodic benefit cost of the pension plan and postretirement benefit plan for the three and six months ended June 30, 2005 and 2004:
Components of Net Periodic Benefit Cost:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service costs
Amortization of net obligation at transition
Recognized net actuarial loss
Net periodic benefit cost
Note 9 to the consolidated financial statements in the 2004 Form 10-K stated that the Company would contribute $400,000 to its pension plan during 2005. The Company has made total contributions of $200,000 during the first six months of 2005.
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NOTE 8. Trust Preferred Capital Notes
On May 23, 2002, Eagle Financial Statutory Trust I (the Trust), a wholly-owned subsidiary of the Company, was formed for the purpose of issuing redeemable capital securities. On June 26, 2002, $7,000,000 of trust preferred securities were issued through a pooled underwriting totaling approximately $554 million. The Trust issued $217,000 in common equity to the Company. The securities have a LIBOR-indexed floating rate of interest. The interest rate at June 30, 2005 was 6.92%. The securities have a mandatory redemption date of June 26, 2032, and are subject to varying call provisions beginning June 26, 2007. The principal asset of the Trust is $7,217,000 of the Company’s junior subordinated debt securities with the same maturity and interest rate structures as the capital securities.
The trust preferred securities may be included in Tier I capital for regulatory capital adequacy purposes as long as their amount does not exceed 25% of Tier I capital, including total trust preferred securities. The portion of the trust preferred securities not considered as Tier I capital, if any, may be included in Tier II capital. The total amount ($7,000,000) of trust preferred securities issued by the Trust can be included in the Company’s Tier I capital.
The obligations of the Company with respect to the issuance of the capital securities constitute a full and unconditional guarantee by the Company of the Trust’s obligations with respect to the capital securities.
Subject to certain exceptions and limitations, the Company may elect from time to time to defer interest payments on the junior subordinated debt securities, which would result in a deferral of distribution payments on the related capital securities.
NOTE 9. Recent Accounting Pronouncements
In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement No. 154 (“SFAS No. 154”), “Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and FASB Statement No. 3.” The new standard changes the requirements for the accounting for and reporting of a change in accounting principle. Among other changes, SFAS No. 154 requires that a voluntary change in accounting principle be applied retrospectively with all prior period financial statements presented on the new accounting principle, unless it is impracticable to do so. SFAS No. 154 also provides that (1) a change in method of depreciating or amortizing a long-lived nonfinancial asset be accounted for as a change in estimate (prospectively) that was effected by a change in accounting principle, and (2) correction of errors in previously issued financial statements should be termed a “restatement.” The new standard is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not anticipate this revision will have a material effect on its financial statements.
On December 16, 2004, the FASB issued Statement No. 123R (revised 2004), “Share-Based Payment” (FAS 123R), that addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for either equity instruments of the company or liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. FAS 123R eliminates the ability to account for share-based compensation transactions using the intrinsic method and requires that such transactions be accounted for using a fair-value-based method and recognized as expense in the consolidated statement of income. The effective date of FAS 123R (as amended by the Securities and Exchange Commission (the “SEC”) is for annual periods beginning after June 15, 2005. The provisions of FAS 123R do not have an impact on the Company’s results of operations at the present time.
In March 2005, the SEC issued Staff Accounting Bulleting No. 107 (SAB 107). SAB 107 expresses the views of the SEC staff regarding the interaction of FAS 123R and certain SEC rules and regulations and provides the SEC staff’s view regarding the valuation of share-based payment arrangements for public companies. SAB 107 does not impact the Company’s results of operations at the present time.
In November 2004, the Emerging Issues Task Force (“EITF” or “Task Force”) published Issue 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” The Task Force discussed the meaning of other-than-temporary impairment and its application to certain investments carried at cost. The Task Force requested that the FASB staff consider other impairment models within U.S. Generally Accepted Accounting Principles (“GAAP”) when developing its views. The Task Force also requested that the scope of the impairment issue be expanded to include equity investments and investments subject to FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and that the issue be addressed by the Task Force as a separate EITF issue. At the EITF meeting, the Task Force reached a consensus on one issue that certain quantitative and qualitative disclosures should be required for securities accounted for under Statement No. 115 that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. The FASB ratified the consensus on that one issue at its November 25, 2004 meeting. In September 2004, the FASB directed its staff to issue two proposed FASB Staff Positions (“FSP”): Proposed FSP EITF Issue 03-1-a, which provides guidance for the application of paragraph 16 of EITF Issue 03-1 to debt securities that are impaired because of interest rate and/or sector spread increases, and Proposed FSP EITF Issue 03-1-b, which delays the effective date of Issue 03-1 for debt securities that are impaired because of interest rate and/or sector spread increases. In June 2005, the FASB reached a decision whereby they declined to provide additional guidance on the meaning of other-than-temporary impairment. The FASB directed its staff to issue EITF 03-1a as final and to draft a new FSP that will replace EITF 03-01. The final FSP (retitled FAS 115-1, “The Meaning of Other-Than-Temporary Impairment and it Application to Certain Investments”) would be effective for other-than-temporary impairment analysis conducted in periods beginning after September 15, 2005. The Company does not anticipate this revision will have a material effect on its financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The purpose of this discussion is to focus on the important factors affecting the Company’s financial condition, results of operations, liquidity and capital resources. This discussion should be read in conjunction with the Company’s Consolidated Financial Statements and the Notes to the Consolidated Financial Statements presented in Item 1, Financial Statements, of this Form 10-Q and Item 8, Financial Statements and Supplementary Data, of the 2004 Form 10-K.
GENERAL
Eagle Financial Services, Inc. is a bank holding company which owns 100% of the stock of Bank of Clarke County (the “Bank”), collectively (the “Company”). Accordingly, the results of operations for the Company are dependent upon the operations of the Bank. The Bank conducts commercial banking business which consists of attracting deposits from the general public and investing those funds in commercial, consumer and real estate loans and corporate, municipal and U.S. government agency securities. The Bank’s deposits are insured by the Federal Deposit Insurance Corporation to the extent permitted by law. At June 30, 2005, the Company had total assets of $436,493,000, net loans of $322,787,000, total deposits of $348,060,000 and shareholders’ equity of $34,186,000. The Company’s net income was $2,810,000 for the six months ended June 30, 2005.
MANAGEMENT’S STRATEGY
The Company strives to be an outstanding financial institution in its market by building solid sustainable relationships with: (1) its customers, by providing highly personalized customer service, a network of conveniently placed branches and ATMs, a competitive variety of products/services and courteous, professional employees, (2) its employees, by providing generous benefits, a positive work environment, advancement opportunities and incentives to exceed expectations, (3) its communities, by participating in local concerns, providing monetary support, supporting employee volunteerism and providing employment opportunities, and (4) its shareholders, by providing sound profits and returns, sustainable growth, regular dividends and committing to our local, independent status.
OPERATING STRATEGY
The Bank is a locally owned and managed financial institution. This allows the Bank to be flexible and responsive in the products and services it offers. The Bank grows primarily by lending funds to local residents and businesses at a competitive price that reflects the inherent risk of lending. The Bank attempts to fund these loans through deposits gathered from local residents and businesses. The Bank prices its deposits by comparing alternative sources of funds and selecting the lowest cost available. When deposits are not adequate to fund asset growth, the Bank relies on borrowings, both short and long term. The Bank’s primary source of borrowed funds is the Federal Home Loan Bank of Atlanta which offers numerous terms and rate structures to the Bank.
As interest rates change, the Bank attempts to maintain its net interest margin. This is accomplished by changing the price, terms, and mix of its financial assets and liabilities. The Bank also earns fees on services provided through its trust department, sales of investments through Eagle Investment Services, mortgage originations and deposit operations. The Bank also incurs noninterest expenses such as compensating employees, maintaining and acquiring fixed assets, and purchasing goods and services necessary to support its daily operations.
The Bank has a marketing department which seeks to develop new business. This is accomplished through an ongoing calling program whereby account officers visit with existing and potential customers to discuss the products and services offered. The Bank also utilizes traditional advertising such as television commercials, radio ads, newspaper ads, and billboards.
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CRITICAL ACCOUNTING POLICIES
The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The financial information contained within these statements is, to a significant extent, based on measurements of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained when earning income, recognizing an expense, recovering an asset or relieving a liability. The Company uses historical loss factors as one element in determining the inherent loss that may be present in the loan portfolio. Actual losses could differ significantly from the historical factors that are used. In addition, GAAP itself may change from one previously acceptable method to another method. Although the economics of the transactions would be the same, the timing of events that would impact the transactions could change.
The allowance for loan losses is an estimate of the losses that may be sustained in the Company’s loan portfolio. The allowance for loan losses is based on two accounting principles: (1) Statement of Financial Accounting Standards (SFAS) No. 5, Accounting for Contingencies, which requires that losses be accrued when their occurrence is probable and they can be estimated, and (2) SFAS No. 114, Accounting by Creditors for Impairment of a Loan, which requires that losses be accrued based on the differences between the loan balance and the value of its collateral, the present value of future cash flows, or the price established in the secondary market. The Company’s allowance for loan losses has three basic components: the formula allowance, the specific allowance and the unallocated allowance. Each of these components is determined based upon estimates that can and do change when actual events occur. The formula allowance uses historical experience factors to estimate future losses and, as a result, the estimated amount of losses can differ significantly from the actual amount of losses which would be incurred in the future. However, the potential for significant differences is mitigated by continuously updating the loss history of the Company. The specific allowance is based upon the evaluation of specific loans on which a loss may be realized. Factors such as past due history, ability to pay, and collateral value are used to identify those loans on which a loss may be realized. Each of these loans is then classified as to how much loss would be realized on its disposition. The sum of the losses on the individual loans becomes the Company’s specific allowance. This process is inherently subjective and actual losses may be greater than or less than the estimated specific allowance. The unallocated allowance captures losses that are attributable to various economic events which may affect a certain loan type within the loan portfolio or a certain industrial or geographic sector within the Company’s market. As the loans, which are affected by these events, are identified or losses are experienced on the loans which are affected by these events, they will be reflected within the specific or formula allowances. Note 1 to the Consolidated Financial Statements presented in Item 8, Financial Statements and Supplementary Data, of the 2004 Form 10-K, provides additional information related to the allowance for loan losses.
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CREDIT POLICIES
The lending activities are performed and the credit policy issues are administered by the Company’s subsidiary, Bank of Clarke County (the “Bank”). The principal risk associated with the Bank’s loan portfolio is the creditworthiness of its borrowers. In an effort to manage this risk, the Bank’s policy gives loan amount approval limits to individual loan officers based on their position and level of experience. Credit risk is increased or decreased, depending on the type of loan and prevailing economic conditions. In consideration of the different types of loans in the portfolio, the risk associated with real estate mortgage loans, commercial loans and consumer loans varies based on employment levels, consumer confidence, fluctuations in the value of real estate and other conditions that affect the ability of borrowers to repay debt.
The Company has written policies and procedures to help manage credit risk. The Company utilizes a loan review process that includes formulation of portfolio management strategy, guidelines for underwriting standards and risk assessment, procedures for ongoing identification and management of credit deterioration, and regular portfolio reviews to establish loss exposure and to ascertain compliance with the Bank’s policies.
The Bank uses a Directors Loan Committee and lending limits approved by the Directors Loan Committee to approve loan requests. The loan officers are categorized based on the amount of secured and unsecured lending authority they possess. The highest authority (Category I) is comprised of the Bank’s Chief Executive Officer, the Senior Loan Officer, and the Associate Senior Loan Officer. There are four additional categories (Categories II, III, IV and V) with different amounts of secured and unsecured authority. Two officers in Category I may combine their authority to approve a loan request of up to $1,500,000 secured or $750,000 unsecured. An officer in Category II, III, IV or V may combine his or her authority with one officer in a higher category to approve a loan request. Any loan request which exceeds the combined authority of the categories must be presented to the Directors Loan Committee. The Directors Loan Committee, which currently consists of four directors (three directors constitute a quorum, of whom any two may act), approves loan requests which exceed the combined authority of two loan officers as described above. The minimum amount which requires Director Loan Committee approval, which is derived by combining the authorities of a Category I and Category V officer, is $775,000 secured and $380,000 unsecured. The Directors Loan Committee also reviews and approves changes to the Bank’s Loan Policy as presented by management.
The following sections discuss the major loan categories within the total loan portfolio:
One-to-Four-Family Residential Real Estate Lending
Residential lending activity may be generated by the Bank’s loan officer solicitations, referrals by real estate professionals, and existing or new bank customers. Loan applications are taken by a Bank loan officer. As part of the application process, information is gathered concerning income, employment and credit history of the applicant. The valuation of residential collateral is provided by independent fee appraisers who have been approved by the Bank’s Directors Loan Committee. In connection with residential real estate loans, the Bank requires title insurance, hazard insurance and, if applicable, flood insurance. In addition to traditional residential mortgage loans secured by a first or junior lien on the property, the Bank offers home equity lines of credit.
Commercial Real Estate Lending
Commercial real estate loans are secured by various types of commercial real estate in the Bank’s market area, including multi-family residential buildings, commercial buildings and offices, small shopping centers and churches. Commercial real estate loan originations are obtained through broker referrals, direct solicitation of developers and continued business from customers. In its underwriting of commercial real estate, the Bank’s loan to original appraised value ratio is generally 80% or less. Commercial real estate lending entails significant additional risk as compared with residential mortgage lending. Commercial real estate loans typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. Additionally, the repayment of loans secured by income producing properties is typically dependent on the successful operation of a business or a real estate project and thus may be subject, to a greater extent, to adverse conditions in the real estate market or the economy, in general. The Bank’s commercial real estate loan underwriting criteria require an examination of debt service coverage ratios, the borrower’s creditworthiness, prior credit history and reputation, and the Bank typically requires personal guarantees or endorsements of the borrowers’ principal owners.
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Construction and Land Development Lending
The Bank makes local construction loans, primarily residential, and land acquisition and development loans. The construction loans are secured by residential houses under construction and the underlying land for which the loan was obtained. The average life of most construction loans is less than one year and the Bank offers both fixed and variable rate interest structures. The interest rate structure offered to customers depends on the total amount of these loans outstanding and the impact of the interest rate structure on the Bank’s overall interest rate risk. There are two characteristics of construction lending which impact its overall risk as compared to residential mortgage lending. First, there is more concentration risk due to the extension of a large loan balance through several lines of credit to a single developer or contractor. Second, there is more collateral risk due to the fact that loan funds are provided to the borrower based upon the estimated value of the collateral after completion. This could cause an inaccurate estimate of the amount needed to complete construction or an excessive loan-to-value ratio. To mitigate the risks associated with construction lending, the Bank generally limits loan amounts to 80% of the estimated appraised value of the finished home. The Bank also obtains a first lien on the property as security for its construction loans and typically requires personal guarantees from the borrower’s principal owners. Finally, the Bank performs inspections of the construction projects to ensure that the percentage of construction completed correlates with the amount of draws on the construction line of credit.
Commercial and Industrial Lending
Commercial business loans generally have more risk than residential mortgage loans, but have higher yields. To manage these risks, the Bank generally obtains appropriate collateral and personal guarantees from the borrower’s principal owners and monitors the financial condition of its business borrowers. Residential mortgage loans generally are made on the basis of the borrower’s ability to make repayment from employment and other income and are secured by real estate whose value tends to be readily ascertainable. In contrast, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from cash flow from its business and are secured by business assets, such as commercial real estate, accounts receivable, equipment and inventory. As a result, the availability of funds for the repayment of commercial business loans is substantially dependent on the success of the business itself. Furthermore, the collateral for commercial business loans may depreciate over time and generally cannot be appraised with as much precision as residential real estate.
Consumer Lending
The Bank offers various secured and unsecured consumer loans, which include personal installment loans, personal lines of credit, automobile loans, and credit card loans. The Bank originates its consumer loans within its geographic market area and these loans are generally made to customers with whom the Bank has an existing relationship. Consumer loans generally entail greater risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured or secured by rapidly depreciable assets such as automobiles. In such cases, any repossessed collateral on a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. Consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.
The underwriting standards employed by the Bank for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on the proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and from any verifiable secondary income. Although creditworthiness of the applicant is the primary consideration, the underwriting process also includes an analysis of the value of the security in relation to the proposed loan amount.
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RESULTS OF OPERATIONS
Net Income
Net income for the first six months of 2005 was $2,810,000, an increase of $807,000 or 40.3% as compared to net income for the first six months of 2004 of $2,003,000. Earnings per share, basic and diluted, were $1.85 and $1.34 for the first six months of 2005 and 2004, respectively. Net income for the second quarter of 2005 was $1,462,000, an increase of $355,000 or 32.1% as compared to net income for the second quarter of 2004 of $1,107,000. Earnings per share, basic and diluted, were $0.96 and $0.74 for the second quarter of 2005 and 2004, respectively.
Return on average assets (ROA) measures how efficiently the Company uses its assets to produce net income. Some issues reflected within this efficiency include the Company’s asset mix, funding sources, pricing, fee generation, and cost control. The ROA of the Company, on an annualized basis, for the first six months of 2005 and 2004 was 1.33% and 1.11%, respectively. Return on average equity (ROE) measures the utilization of shareholders’ equity in generating net income. This measurement is affected by the same factors as ROA with consideration to how much of the Company’s assets are funded by shareholders. The ROE of the Company, on an annualized basis, for the first six months of 2005 and 2004 was 17.12% and 13.87%, respectively.
Net Interest Income
Net interest income, the difference between total interest income and total interest expense, is the Company’s primary source of earnings. Net interest income was $8,248,000 and $7,130,000 for the first six months of 2005 and 2004, respectively, which represents an increase of $1,118,000 or 15.7%. Net interest income was $4,173,000 and $3,605,000 for the second quarter of 2005 and 2004, respectively, which represents an increase of $568,000 or 15.8%. The amount of net interest income is derived from the volume of earning assets and the rates earned on those assets as compared to the cost of funds. Total interest income was $11,182,000 and $9,110,000 for the first six months of 2005 and 2004, respectively, which represents an increase of $2,072,000 or 22.8%. Total interest income was $5,754,000 and $4,611,000 for the second quarter of 2005 and 2004, respectively, which represents an increase of $1,143,000 or 24.8%. Total interest expense was $2,934,000 and $1,980,000 for the first six months of 2005 and 2004, respectively, which represents an increase of $954,000 or 48.2%. Total interest expense was $1,581,000 and $1,006,000 for the second quarter of 2005 and 2004, respectively, which represents an increase of $575,000 or 57.2%.
The net interest margin was 4.27% and 4.36% for the first six months of 2005 and 2004, respectively. The net interest margin is calculated by dividing tax-equivalent net interest income by total average earnings assets. Tax-equivalent net interest income is calculated by adding the tax benefit on certain securities and loans, whose interest is tax-exempt, to total interest income then subtracting total interest expense. The tax rate used to calculate the tax benefit was 34% for 2005 and 2004. The following table reconciles tax-equivalent net interest income, which is not a measurement under accounting principles generally accepted in the United States of America (GAAP), to net interest income.
GAAP Financial Measurements:
Interest Income - Loans
Interest Income - Securities and Other Interest-Earnings Assets
Interest Expense - Deposits
Interest Expense - Other Borrowings
Total Net Interest Income
Non-GAAP Financial Measurements:
Add: Tax Benefit on Tax-Exempt Interest Income - Loans
Add: Tax Benefit on Tax-Exempt Interest Income - Securities
Total Tax Benefit on Tax-Exempt Interest Income
Tax-Equivalent Net Interest Income
The tax-equivalent yield on earning assets increased 20 basis points from 5.55% to 5.75% for the first six months of 2004 and 2005, respectively. The tax-equivalent yield on securities decreased 8 basis points from 4.69% to 4.61% for the first six months of 2004 and 2005, respectively. The tax-equivalent yield on loans increased 31 basis points from 5.72% to 6.03% for the first six months of 2004 and 2005, respectively. This reflects the repricing of variable rate loans which are indexed to Prime. The average rate on interest bearing liabilities increased 41 basis points from 1.50% to 1.91% for the first six months of 2004 and 2005, respectively. These changes were caused primarily by deposit pricing and product mix. In general, deposit pricing is done in response to monetary policy actions and yield curve changes. Also, local competition for funds affects the cost of time deposits, which are primarily comprised of certificates of deposit. With regard to interest-bearing deposits, the Company prefers to rely more heavily on non-maturity deposits, which include NOW accounts, money market accounts, and savings accounts.
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Provision for Loan Losses
The provision for loan losses is based upon management’s estimate of the amount required to maintain an adequate allowance for loan losses as discussed within the Critical Accounting Policies section above. The provision for loan losses was $220,000 for the first six months of 2005 as compared to $315,000 for the first six months of 2004. The amount of provision for loan losses is affected by several factors including the growth rate of loans, net charge-offs, and the amount of potential losses within the loan portfolio. The $95,000 decrease in the amount of provision for loan losses during 2005 as compared to 2004 can be primarily attributed to the recovery of a loan previously charged off.
Total noninterest income for the first six months of 2005 and 2004 was $2,496,000 and $2,140,000, respectively, which represents an increase of $356,000 or 16.6%. Total noninterest income for the second quarter of 2005 and 2004 was $1,348,000 and $1,178,000, respectively, which represents an increase of $170,000 or 14.4%. Management reviews the activities which generate noninterest income on an ongoing basis. The following paragraphs provide information about activities which are included within the respective Consolidated Statements of Income headings.
The Company earned $9,000 on sales of securities during the first six months of 2005 as compared to $156,000 for the first six months of 2004. The sales during 2005 were comprised of mortgage-backed securities and the sales during 2004 were comprised of mortgage-backed securities and corporate securities.
Trust department income increased $127,000 or 56.4% from $225,000 for the first six months of 2004 to $352,000 for the six months of 2005. Trust department income increased $44,000 or 37.3% from $118,000 for the second quarter of 2004 to $162,000 for the second quarter of 2005. The amount of Trust department income is determined by the number of active accounts and total assets under management. Also, income can fluctuate due to the number of estates settled within any period.
Service charges on deposit accounts increased $228,000 or 30.5% from $747,000 to $975,000 for the first six months of 2004 and 2005, respectively. Service charges on deposit accounts increased $107,000 or 25.6% from $418,000 to $525,000 for the second quarter of 2004 and 2005, respectively. The amount of service charges on deposit accounts is derived from the volume of demand and savings accounts generated through the Bank’s branch network and the Bank continues to see an increase in these account types. In addition, a portion of the increase during the first six months of 2005 as compared to 2004 can be attributed to the Bank’s introduction of an overdraft privilege product during April 2004. Management expects continued growth in the number of deposit accounts and, therefore, expects the amount of service charges on deposit accounts to increase proportionately during future periods.
Other service charges and fees increased $133,000 or 15.0% from $885,000 for the first six months of 2004 to $1,018,000 for the first six months of 2005. Other service charges and fees increased $23,000 or 4.3% from $533,000 for the second quarter of 2004 to $556,000 for the second quarter of 2005. The increase for the first six months of 2005, as compared to 2004, can be attributed to increases in commissions received from the sale of non-deposit investment products through Eagle Investment Services, fees received from the origination of mortgage loans for the secondary market, and fees generated from the Bank’s ATM/debit card programs. The amount of commissions received from the sale of non-deposit investment products increased $28,000 or 12.0% from $234,000 to $262,000 for the first six months of 2004 and 2005, respectively. This increase was realized through both the development of new customers and providing additional products to existing customers. This amount is expected to increase during the remainder of 2005 due to ongoing business development and referral programs. The amount of fees received from the origination of mortgage loans increased $108,000 or 62.1% from $174,000 to $282,000 for the first six months of 2004 and 2005, respectively. This increase can be attributed to strong refinancing activity and ongoing business development. The amount of fees received from the origination of mortgage loans during the remainder of 2005 will depend on changes in long-term interest rates. The amount of fees generated from the Bank’s ATM/debit card programs increased $16,000 or 6.3% from $252,000 to $268,000 for the first six months of 2004 and 2005, respectively. This increase was realized through higher transaction volumes on the cards outstanding. This amount is not expected to increase significantly during the remainder of 2005 due to the expiration of a revenue sharing contract during June for ATM’s located in several grocery stores in the Bank’s primary trade area. Some of this lost revenue will be replaced by fees earned on the Bank’s commercial debit card, which was introduced during the first quarter of 2005. Commercial debit cards earn higher transaction fees and have less loss liability than consumer debit cards.
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Total noninterest expenses increased $420,000 or 6.9% from $6,055,000 to $6,475,000 for the first six months of 2004 and 2005, respectively. Total noninterest expenses increased $233,000 or 7.7% from $3,034,000 to $3,267,000 for the second quarter of 2004 and 2005, respectively. The efficiency ratio of the Company was 59.01% for the six months ended June 30, 2005 and 64.31% for the six months ended June 30, 2004. The efficiency ratio is calculated by dividing total noninterest expenses by the sum of tax-equivalent net interest income and total noninterest income, excluding securities gains and losses. A reconciliation of tax-equivalent net interest income, which is not a measurement under GAAP, to net interest income is presented within the Net Interest Income section above. It is management’s objective to maintain an efficiency ratio at or below 65.00% for the Company. The following paragraphs provide information about expenses which are included within the respective Consolidated Statements of Income headings.
Salaries and benefits increased $292,000 or 8.3% from $3,502,000 for the first six months of 2004 to $3,794,000 for the first six months of 2005. Salaries and benefits increased $185,000 or 10.7% from $1,731,000 for the second quarter of 2004 to $1,916,000 for the second quarter of 2005. These increases can be attributed to annual salary adjustments and the hiring of additional personnel to accommodate the continued growth of the Company.
Occupancy expenses decreased $15,000 or 3.2% from $468,000 to $453,000 for the first six months of 2004 and 2005, respectively. Occupancy expenses during the second quarter of 2004 and 2005 were $224,000, respectively. The decrease during the first six months of 2005 as compared to 2004 can be attributed to the relocation of the Old Post Office Branch and opening of the Old Town Center during January of 2004.
Equipment expenses decreased $142,000 or 31.4% from $452,000 to $310,000 for the first six months of 2004 and 2005, respectively. Equipment expenses decreased $127,000 or 44.3% from $287,000 to $160,000 for the second quarter of 2004 and 2005, respectively. The decrease during the first six months of 2005 as compared to 2004 can also be attributed to the relocation of the Old Post Office Branch and opening of the Old Town Center during January of 2004.
Advertising and marketing expenses increased $15,000 or 7.8% from $193,000 to $208,000 for the first six months of 2004 and 2005, respectively. Advertising and marketing expenses increased $22,000 or 26.5% from $83,000 to $105,000 for the second quarter of 2004 and 2005, respectively. This category contains numerous expense types such as advertising, public relations, business development and charitable contributions. The annual budgeted amount of advertising and marketing expenses is directly related to the Company’s growth in assets. The total amount of advertising and marketing expenses varies from quarter to quarter based on planned events and advertising campaigns. Expenses are allocated in a manner which focuses on effectively reaching the existing and potential customers within the market and contributing to the community.
Other operating expenses increased $231,000 or 20.2% from $1,145,000 to $1,376,000 for the first six months of 2004 and 2005, respectively. Other operating expenses increased $130,000 or 23.5% from $554,000 to $684,000 for the second quarter of 2004 and 2005, respectively. This category is primarily comprised of the cost for services required during normal operations of the Company. Expenses which are directly affected by the number of branch locations and volume of accounts at the Bank include postage, insurance, ATM network fees, and credit card processing fees. Other expenses within this category are auditing fees and computer software expenses.
Income Taxes
Income tax expense was $1,239,000 and $897,000 for the first six months of 2005 and 2004, respectively. This increase in income tax expense can be attributed to increased taxable earnings at the federal statutory income tax rate of 34%. The amount of income tax expense for the first six months of 2005 and 2004 correspond to an effective tax rate of 30.60% and 30.93%, respectively. The difference between the effective tax rate and statutory income tax rate can be primarily attributed to tax-exempt interest earned on certain securities and loans.
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FINANCIAL CONDITION
Securities
Total securities were $81,083,000 at June 30, 2005 as compared to $74,237,000 at December 31, 2004. This represents an increase of $6,846,000 or 9.2%. The Company had securities purchases totaling $7,030,000 during the first six months of 2005. The Company had total maturities and principal repayments of $3,365,000 during the first six months of 2005. The Company did not have any securities from a single issuer, other than U.S. government agencies, whose amount exceeded 10% of shareholders’ equity at June 30, 2005. Note 3 to the Consolidated Financial Statements provides additional details about the Company’s securities portfolio at June 30, 2005 and December 31, 2004.
The Company had $23,530,000 and $19,586,000 in securities classified as held to maturity at June 30, 2005 and December 31, 2004, respectively. The Company had $57,553,000 and $54,651,000 in securities classified as available for sale at June 30, 2005 and December 31, 2004, respectively. The Company had an unrealized gain on available for sale securities of $37,000 and $510,000 at June 30, 2005 and December 31, 2004, respectively.
Loan Portfolio
The Company’s primary use of funds is supporting lending activities from which it derives the greatest amount of interest income. Gross loans were $326,224,000 and $311,098,000 at June 30, 2005 and December 31, 2004, respectively. This represents an increase of $15,126,000 or 4.9% for the first six months of 2005. The Company’s loan growth was accomplished through competitive loan pricing, experienced loan officers, and continuous sales efforts. Based on the current loan pipeline, the Company expects loan growth to continue during the third quarter of 2005. The ratio of loans to deposits increased during the second quarter of 2005 from 91.94% at December 31, 2004 to 93.73% at June 30, 2005. The loan portfolio consists primarily of loans for owner-occupied single family dwellings, loans to acquire consumer products such as automobiles, and loans to small farms and businesses. Note 4 to the Consolidated Financial Statements provides the composition of the loan portfolio at June 30, 2005 and December 31, 2004.
Loans secured by real estate were $268,213,000 or 82.2% and $252,200,000 or 81.1% of total loans at June 30, 2005 and December 31, 2004, respectively. This represents an increase of $16,013,000 or 6.4% during the first six months of 2005. These loans are well-secured and based on conservative appraisals in a stable market. Generally, the Company does not make real estate loans outside its primary market area. Consumer installment loans were $33,240,000 or 10.2% and $33,472,000 or 10.8% of total loans at June 30, 2005 and December 31, 2004, respectively. This represents a decrease of $232,000 or 0.7% during the first six months of 2005. This type of loan is primarily comprised of vehicle loans which have been difficult to increase due to manufacturer financing options and customers using alternative financing such as home equity lines of credit whose interest is tax-deductible. Commercial and industrial loans were $23,316,000 or 7.2% and $23,862,000 or 7.7% of total loans at June 30, 2005 and December 31, 2004, respectively. This represents a decrease of $546,000 or 2.3% for the first six months of 2005.
Allowance for Loan Losses
The purpose of and the methods for measuring the allowance for loan losses are discussed in the Critical Accounting Policies section above. Note 5 to the Consolidated Financial Statements shows the activity within the allowance for loan losses during the six months ended June 30, 2005 and 2004 and the year ended December 31, 2004. Charged-off loans were $184,000 and $177,000 for the six months ended June 30, 2005 and 2004, respectively. Recoveries were $136,000 and $81,000 for the six months ended June 30, 2005 and 2004, respectively. This resulted in net charge-offs of $48,000 and $96,000 for the six months ended June 30, 2005 and 2004, respectively. The allowance for loan losses as a percentage of loans was 1.05% at June 30, 2005 and December 31, 2004. Management believes that the allowance for loan losses is adequate based on the loan portfolio’s current risk characteristics.
Risk Elements and Nonperforming Assets
Nonperforming assets consist of nonaccrual loans, restructured loans, and other real estate owned (foreclosed properties). There were no nonaccrual loans at June 30, 2005 and December 31, 2004. The Company did not have any restructured loans or other real estate owned at June 30, 2005 or December 31, 2004. Total loans past due 90 days or more and still accruing interest were $15,000 or 0.01% and $64,000 or 0.02% of total loans at June 30, 2005 and December 31, 2004, respectively.
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The loans past due 90 days or more and still accruing interest are secured and in the process of collection; therefore, they are not classified as nonaccrual. Any loan over 90 days past due without being in the process of collection or where the collection of its principal or interest is doubtful would be placed on nonaccrual status. When a loan is placed on nonaccrual status, accrued interest is reversed from income and future accruals are discontinued with interest income being recognized on a cash basis. Management evaluates the financial condition of these borrowers and the value of any collateral on these loans. The results of these evaluations are used to estimate the amount of losses which may be realized on the disposition of these nonaccrual loans. Management evaluates borrowers on an ongoing basis to identify those loans on which a loss may be realized. The methods for identifying these loans and establishing estimated losses for these loans are discussed in the Critical Accounting Policies section above. Once management determines that a loan requires a specific allowance, it becomes a potential problem loan. The amount of potential problem loans was $753,000 and $493,000 at June 30, 2005 and December 31, 2004, respectively. This represents an increase of $260,000 or 52.8% during the first six months of 2005. At June 30, 2005, these loans were primarily well-secured and in the process of collection, and the allowance for loan losses includes $75,345 in specific allocations for these loans.
Deposits
Total deposits were $348,060,000 and $338,327,000 at June 30, 2005 and December 31, 2004, respectively. This represents an increase of $9,733,000 or 2.9% during the first six months of 2005. Note 6 to the Consolidated Financial Statements provides the composition of total deposits at June 30, 2005 and December 31, 2004.
Noninterest-bearing demand deposits, which is comprised of checking accounts, decreased $667,000 or 0.8% from $82,620,000 at December 31, 2004 to $81,953,000 at June 30, 2005. Savings and interest-bearing demand deposits, which include NOW accounts, money market accounts and regular savings accounts, decreased $1,009,000 or 0.55% from $182,143,000 at December 31, 2004 to $181,134,000 at June 30, 2005. Time deposits increased $11,409,000 or 15.51% from $73,564,000 at December 31, 2004 to $84,973,000 at June 30, 2005. The significant increase in time deposits can be attributed to certificate of deposit promotions during the first six months of 2005.
The Company attempts to fund asset growth with deposit accounts and focus upon core deposit growth as its primary source of funding. Core deposits consist of checking accounts, NOW accounts, money market accounts, regular savings accounts, and time deposits of less than $100,000. Core deposits totaled $315,562,000 or 90.7% and $310,232,000 or 91.7% of total deposits at June 30, 2005 and December 31, 2004, respectively.
CAPITAL RESOURCES
The Company continues to be a well capitalized financial institution. Total shareholders’ equity at June 30, 2005 was $34,186,000, reflecting a percentage of total assets of 7.83%, as compared to $31,969,143 and 7.73% at December 31, 2004. The common stock’s book value increased $1.34 or 6.4% to $22.48 per share at June 30, 2005 from $21.14 per share at December 31, 2004. During the second quarter of 2005, the Company paid a dividend of $0.23 per share as compared to $0.21 per share for the same period of 2004. Total dividends paid during 2004 were $0.84 per share. The Company has a Dividend Investment Plan that reinvests the dividends of the shareholder in Company stock.
Federal regulatory risk-based capital guidelines require percentages to be applied to various assets, including off-balance sheet assets, based on their perceived risk in order to calculate risk-weighted assets. Tier I capital consists of total shareholders’ equity plus qualifying trust preferred securities outstanding less net unrealized gains and losses on available for sale securities, goodwill and other intangible assets. Total capital is comprised of Tier I capital plus the allowable portion of the allowance for loan losses and any excess trust preferred securities that do not qualify as Tier I capital. The $7,000,000 million in trust preferred securities, issued by the Company during 2002, qualifies as Tier I capital because this amount does not exceed 25% of total capital, including the trust preferred securities. Financial institutions must maintain a Tier I risk-based capital ratio of at least 4%, a total risk-based capital ratio of at least 8% and a minimum Tier I leverage ratio of 4%. The Company’s policy requires a Tier I risk-based capital ratio of at least 8%, a total risk-based capital ratio of at least 10% and a minimum Tier I leverage ratio of 5%. The Company’s Tier I risk-based capital ratio was 12.70% at June 30, 2005 as compared to 12.38% at December 31, 2004. The Company’s total risk-based capital ratio was 13.77% at June 30, 2005 as compared to 13.43% at December 31, 2004. The Company’s Tier I capital to average total assets ratio was 9.54% at June 30, 2005 as compared to 9.47% at December 31, 2004. The Company monitors these ratios on a quarterly basis and has several strategies, including without limitation the issuance of common stock or trust preferred securities, to ensure that these ratios remain above regulatory minimums.
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LIQUIDITY
Liquidity management involves meeting the present and future financial obligations of the Company with the sale or maturity of assets or with the occurrence of additional liabilities. Liquidity needs are met with cash on hand, deposits in banks, federal funds sold, securities classified as available for sale and loans maturing within one year. At June 30, 2005, liquid assets totaled $146,183,000 as compared to $138,176,000 at December 31, 2004. These amounts represent 36.3% and 36.2% of total liabilities at June 30, 2005 and December 31, 2004, respectively. The Company minimizes liquidity demand by utilizing core deposits to fund asset growth. Securities provide a constant source of liquidity through paydowns and maturities. Also, the Company maintains short-term borrowing arrangements, namely federal funds lines of credit, with larger financial institutions as an additional source of liquidity. Finally, the Bank’s membership with the Federal Home Loan Bank of Atlanta provides a source of borrowings with numerous rate and term structures. The Company’s senior management monitors the liquidity position regularly and attempts to maintain a position which utilizes available funds most efficiently.
FORWARD LOOKING STATEMENTS
The Company makes forward looking statements in this quarterly report that are subject to risks and uncertainties. These forward looking statements include statements regarding our profitability, liquidity, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward looking statements. These forward looking statements are subject to significant uncertainties because they are based upon or are affected by factors including:
Because of these uncertainties, actual future results may be materially different from the results indicated by these forward looking statements. In addition, past results of operations do not necessarily indicate future results.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in Quantitative and Qualitative Disclosures about Market Risk as reported in the 2004 Form 10-K.
Item 4. Controls and Procedures
The Company, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2005 to ensure that information required to be disclosed by the Company 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 forms.
There were no changes in the Company’s internal control over financial reporting during the Company’s quarter ended June 30, 2005 that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During the normal course of business, various legal claims arise from time to time which, in the opinion of management, will have no material effect on the Company’s consolidated financial statements. The Company is not currently involved in any material pending legal proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
The Company’s Annual Meeting of Shareholders was held on April 20, 2005 to consider and vote on the proposal described below. The total number of shares represented by proxy or in person was 1,124,935 or 74.2% of the 1,515,397 common shares outstanding on the record date of the meeting.
Proposal One - Election of Directors:
The following individuals were nominated and elected as Class II Directors to hold office until the 2008 Annual Meeting of Shareholders of the Company or until their successor(s) have been duly elected and qualified:
Item 5. Other Information
Item 6. Exhibits
The following exhibits are filed with this Form 10-Q and this list includes the exhibit index:
Description
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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, this 12th day of August, 2005.
Eagle Financial Services, Inc.
/S/ JOHN R. MILLESON
John R. Milleson
President and Chief Executive Officer
/S/ JAMES W. MCCARTY, JR.
James W. McCarty, Jr.
Vice President, Chief Financial Officer
and Secretary-Treasurer
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