10QSB 1 d10qsb.htm FORM 10-QSB Form 10-QSB
Table of Contents

U. S. Securities and Exchange Commission

Washington, D.C. 20549

 


 

Form 10-QSB

 


 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2005

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

 

For the transition period from              to             .

 

Commission File Number: 000-49909

 


 

Community First Financial Corporation

(Exact name of registrant as specified in charter)

 


 

Virginia   81-0556879

(State or other Jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

1646 Graves Mill Road

Lynchburg, Virginia 24502

(Address of principle executive office and telephone number)

 

(434) 386-6300

(Issuer’s telephone number)

 


 

Check whether the Company (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the Bank 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

 

State the number of shares outstanding of each of the Company’s classes of common stock, as of the latest practicable date: 1,162,326 shares of common stock were outstanding as of July 28, 2005.

 

Transitional Small Business Disclosure Format:    Yes  ¨    No  x

 



Table of Contents
          Page No.

Part I.

   FINANCIAL INFORMATION     

Item 1.

  

Financial Statements

   3
    

Consolidated Balance Sheets as of June 30, 2005 (un-audited) and
December 31, 2004

   4
    

Consolidated Statements of Income
For the Three Months Ended June 30, 2005 and 2004 (un-audited)

   5
    

Consolidated Statements of Income
For the Six Months Ended June 30, 2005 and 2004 (un-audited)

   6
    

Consolidated Statement of Cash Flows
For the Six Months Ended June 30, 2005 and 2004 (un-audited)

   7
    

Notes to Financial Statements

   8
    

Selected Balance Sheet Data

   11

Item 2.

  

Management’s Discussion and Analysis

   12

Item 3.

  

Controls and Procedures

   16

Part II.

  

OTHER INFORMATION

   16

Item 1.

  

Legal Proceedings

   16

Item 2.

  

Changes in Securities and Use of Proceeds

   16

Item 3.

  

Defaults Upon Senior Securities

   16

Item 4.

  

Submission of Matters to a Vote of Security Holders

   16

Item 5.

  

Other Information

   17

Item 6.

  

Exhibits

   17
    

SIGNATURES

   18

 

2


Table of Contents

PART 1 FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The following is the un-audited consolidated Balance Sheet of Community First Financial Corporation as of June 30, 2005, and the related un-audited consolidated Statements of Income for the three-month and six-month periods ended June 30, 2005 and 2004, and Cash Flows for the six months ended June 30, 2005 and 2004. The consolidated Balance Sheet presented as of December 31, 2004 has been derived from the financial statements that have been audited by the Bank’s independent public accountants.

 

3


Table of Contents

CONSOLIDATED BALANCE SHEETS

June 30, 2005 (un-audited) and December 31, 2004

 

(000’s Omitted Except per Share Data)

 

     June 30, 2005

    December 31, 2004

 

ASSETS

                

Cash and due from banks

   $ 10,787     $ 7,237  

Interest-bearing deposits with banks

     240       223  

Securities available for sale

     7,471       10,508  

Restricted equity securities

     879       886  

Loans:

                

Loans, less unearned income

     138,310       130,534  

Less: allowance for loan losses

     (1,351 )     (1,392 )
    


 


Loans, net

     136,959       129,142  

Premises and equipment, net

     4,171       4,277  

Accrued interest receivable

     620       546  

Other assets

     3,803       3,719  
    


 


Total Assets

   $ 164,930     $ 156,538  
    


 


LIABILITIES

                

Deposits:

                

Non-interest-bearing demand

   $ 21,595     $ 17,616  

Interest-bearing deposits

     125,306       121,824  
    


 


Total Deposits

     146,901       139,440  

Fed Funds Purchased

     746       275  

Subordinated Debt

     2,500       2,500  

Accrued interest payable

     395       309  

Other liabilities

     154       166  
    


 


Total Liabilities

     150,696       142,690  

SHAREHOLDERS’ EQUITY

                

Preferred stock, $10 par value: 1,000,000 shares authorized; 300,000

                

shares issued and outstanding at June 30, 2005 and December 31, 2004

     2,971       2,971  

Common stock, no par value: 10,000,000 shares authorized;

                

1,162,326 shares issued and outstanding at June 30, 2005 and December 31, 2004

     9,650       9,650  

Retained earnings

     1,682       1,268  

Accumulated other comprehensive income (loss)

     (69 )     (41 )
    


 


Total Shareholders’ Equity

     14,234       13,848  
    


 


Total Liabilities and Shareholders’ Equity

   $ 164,930     $ 156,538  
    


 


 

See accompanying notes to financial statements

 

4


Table of Contents

CONSOLIDATED STATEMENTS OF INCOME

For the three months ended June 30, 2005 and 2004

(un-audited)

 

(000’s Omitted Except Per Share Data)

 

     2005

    2004

 

Interest Income:

                

Interest and fees on loans

   $ 2,324     $ 2,095  

Investment securities

     73       63  

Federal funds sold

     4       6  

Other interest income

     2       -0 -
    


 


Total interest income

     2,403       2,164  
    


 


Interest Expense:

                

Federal funds purchased

     14       1  

Money market and Now accounts

     98       107  

Savings

     17       74  

Time deposits, $100,000 and over

     186       125  

Other time deposits

     576       432  

Other borrowed funds

     35       23  
    


 


Total interest expense

     926       762  
    


 


Net interest income

     1,477       1,402  

Provision for loan losses

     (96 )     (310 )
    


 


Net interest income after provision for loan losses

     1,381       1,092  
    


 


Non-interest income:

                

Service charges on deposit accounts

     72       74  

Other service charges and fees

     68       25  

Other non-interest income

     39       1  
    


 


Total non-interest income

     179       100  
    


 


Non-interest expense:

                

Salaries and employee benefits

     550       581  

Occupancy

     83       79  

Equipment expense

     71       91  

Marketing expense

     40       44  

Operating supplies

     44       37  

Legal and professional fees

     157       143  

Other expenses

     262       162  
    


 


Total non-interest expense

     1,207       1,137  
    


 


Net income before income tax expense

     353       55  

Income tax expense

     94       9  
    


 


Net Income

   $ 259     $ 46  
    


 


Net income per common share, basic (1)

   $ 0.22     $ 0.04  
    


 


Net income per common share, diluted (1)

   $ 0.16     $ 0.03  
    


 


Weighted average common shares outstanding, basic

     1,162,326       1,162,336  
    


 


Weighted average common shares outstanding, diluted

     1,603,596       1,557,578  
    


 



(1) Adjusted for 6 for 5 stock split on October 25, 2004

 

See accompanying notes to financial statements

 

5


Table of Contents

CONSOLIDATED STATEMENTS OF INCOME

For the six months ended June 30, 2005 and 2004

(un-audited)

 

(000’s Omitted Except Per Share Data)

 

     2005

    2004

 

Interest Income:

                

Interest and fees on loans

   $ 4,516     $ 4,195  

Investment securities

     152       90  

Federal funds sold

     8       17  

Other interest income

     3       -0 -
    


 


Total interest income

     4,679       4,302  
    


 


Interest Expense:

                

Federal funds purchased

     26       1  

Money market and Now accounts

     229       281  

Savings

     27       75  

Time deposits, $100,000 and over

     348       263  

Other time deposits

     1,050       909  

Other borrowed funds

     67       47  
    


 


Total interest expense

     1,747       1,576  
    


 


Net interest income

     2,932       2,726  

Provision for loan losses

     (189 )     (436 )
    


 


Net interest income after provision for loan losses

     2,743       2,290  
    


 


Non-interest income:

                

Service charges on deposit accounts

     144       144  

Other service charges and fees

     110       48  

Other non-interest income

     89       3  
    


 


Total non-interest income

     343       195  
    


 


Non-interest expense:

                

Salaries and employee benefits

     1,241       1,191  

Occupancy

     167       157  

Equipment expense

     147       175  

Marketing expense

     86       74  

Operating supplies

     88       79  

Legal and professional fees

     312       252  

Other expenses

     456       275  
    


 


Total non-interest expense

     2,497       2,203  
    


 


Net income before income tax expense

     589       282  

Income tax expense

     175       105  
    


 


Net Income

   $ 414     $ 177  
    


 


Net income per common share, basic (1)

   $ 0.36     $ 0.15  
    


 


Net income per common share, diluted (1)

   $ 0.26     $ 0.11  
    


 


Weighted average common shares outstanding, basic

     1,162,326       1,162,336  
    


 


Weighted average common shares outstanding, diluted

     1,613,768       1,548,958  
    


 



(1) Adjusted for 6 for 5 stock split on October 25, 2004

 

See accompanying notes to financial statements

 

6


Table of Contents

CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended June 30, 2005 and 2004

(un-audited)

 

(000’s Omitted Except Per Share Data)

 

     2005

    2004

 

Operating activities:

                

Net income

   $ 414     $ 177  

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

                

Provision for loan losses

     189       436  

Depreciation and amortization

     148       163  

Net amortization of premiums and accretion of discounts on securities

     (5 )     9  

Increase in cash surrender value of bank-owned life insurance

     (85 )     -0 -

Decrease (increase) in interest receivable

     (74 )     (25 )

Decrease (increase) in other assets

     15       (180 )

Increase (decrease) in interest payable

     86       (63 )

Net sales of loans available for sale

     -0 -     202  

Increase (decrease) in other liabilities

     (12 )     (416 )
    


 


Net cash provided by (used in) operating activities

     676       303  
    


 


Investing activities:

                

Decrease (increase) in Fed funds sold

     -0 -     2,146  

Maturities and calls of investment securities

     3,000       13,950  

Purchase of investment securities

     -0 -     (11,908 )

Redemptions of investment securities

     7       36  

Net (increase) decrease in total loans

     (8,006 )     3,210  

Purchase of premises and equipment

     (42 )     (322 )
    


 


Net cash provided by (used in) investing activities

     (5,041 )     7,112  
    


 


Financing activities:

                

Net increase (decrease) in deposits

     7,461       (7,852 )

Net increase in short-term borrowing

     471       794  
    


 


Net cash provided by (used in) financing activities

     7,932       (7,058 )
    


 


Increase in cash and cash equivalents

     3,567       357  

Cash and cash equivalents at beginning of period

     7,460       7,500  
    


 


Cash and cash equivalents at end of period

   $ 11,027     $ 7,857  
    


 


Supplemental cash flow information:

                

Interest paid

   $ 1,661     $ 1,639  
    


 


Income taxes

   $ 169     $ 510  
    


 


 

See accompanying notes to financial statements

 

7


Table of Contents

Form 10-QSB

June 30, 2005

 

Notes to financial statements

 

1. General

 

The accompanying un-audited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles. In management’s opinion, the financial information, which is un-audited, reflects all adjustments necessary for a fair presentation of the financial position and results of operations and cash flows for the interim periods. The results of operations for the six-month periods ended June 30, 2005 and 2004 are not necessarily indicative of results to be expected for the full year. The statements should be read in conjunction with the Notes to Financial Statements included in the Company’s Annual Report for the year ended December 31, 2004.

 

On July 1, 2002, the Bank was acquired by Community First Financial Corporation (the Company), which was formed by the Bank on March 15, 2002 for the purpose of becoming the Bank’s parent holding Company. Each outstanding share of the Bank’s common stock was exchanged for one share of the Company’s common stock with the Bank becoming a wholly owned subsidiary of the Company. The Company’s primary purpose is to serve as the parent of the Bank. The transaction was accounted for in a manner similar to a pooling-of-interests whereby the historical book values of the Bank’s accounts were combined with the Company’s accounts on the date of the merger.

 

Community First Financial Corporation is located in Lynchburg, Virginia. The accounting and reporting policies of the Company and Bank follow generally accepted accounting principles and general practices within the financial services industry.

 

The consolidated financial statements include the accounts of the Company and the Bank. All significant inter-company accounts and transactions are eliminated in consolidation.

 

For the purpose of presentation in the statement of cash flows, cash and cash equivalents are defined as those amounts included in the balance sheet caption “cash and due from banks” and “interest-bearing deposits with banks.”

 

2. Loans are summarized as follows:

 

($000’s)

 

   June 30, 2005

    December 31, 2004

 
Commercial    $ 21,479     $ 19,109  
Real estate:                 

Construction and land development

     10,652       10,513  

Farmland

     262       371  

Residential, 1-4 families

     43,044       41,566  

Residential, 5 or more families

     3,591       3,861  

Non farm, non residential

     53,261       47,898  
Consumer      4,978       5,255  
Other      1,244       2,150  
    


 


Total loans      138,511       130,723  

Net deferred fees

     (201 )     (189 )

Allowance for loan losses

     (1,351 )     (1,392 )
    


 


Net loans    $ 136,959     $ 129,142  
    


 


 

8


Table of Contents

3. The following represents an analysis of changes in the allowance for loan loss for the six months ended June 30, 2005 and 2004.

 

     June 30

 
     2005

    2004

 

Balance at beginning of period

   $ 1,392     $ 2,129  

Provision charged to operating expense

     189       436  

Recoveries of loans previously charged off

     7       2  

Loan charge-offs

     (237 )     (1,218 )
    


 


Balance at end of period

   $ 1,351     $ 1,349  
    


 


 

4. Securities Available For Sale

 

The following sets forth the composition of securities available for sale, which are carried at approximate market value at June 30, 2005, and December 31, 2004.

 

($000’s)

 

   Amortized Cost

  

Gross

Unrealized

Gains


   Gross
Unrealized
Losses


    Fair
Market
Value


June 30, 2005

                            

U.S. Government Agencies

   $ 7,255    $  -0-    $ (106 )   $ 7,149

Equity Securities

     322      -0-      -0-       322
    

  

  


 

Total

   $ 7,577    $ -0-    $ (106 )   $ 7,471
    

  

  


 

December 31, 2004

                            

U.S. Government Agencies

   $ 10,250    $ -0-    $ (64 )   $ 10,186

Equity Securities

     322      -0-      -0-       322
    

  

  


 

Total

   $ 10,572    $ -0-    $ (64 )   $ 10,508
    

  

  


 

 

Securities with amortized costs of $1,490 at June 30, 2005 were pledged to secure public deposits as required by law.

 

5. Deposits and other deposits

 

Included in deposits are certificates of deposit and other time deposits of $100,000 or more in the aggregate amount of $23.2 million and $18.9 million at June 30, 2005 and December 31, 2004 respectively.

 

6. Earnings Per Share

 

In 1999, the Financial Accounting Standards Board issued Statement No. 128, “Earnings per Share.” Statement 128 replaced the calculation of primary and fully diluted earnings per share with basic and diluted earnings per share. Basic earnings per share exclude any dilutive effects of options, warrants and convertible securities. Diluted earnings per share are very similar to the previously reported fully diluted earnings per share. All earnings per share amount for all periods have been presented and, where appropriate, restated to conform to the Statement 128 requirements.

 

Weighted average shares for computation of basic earnings per share were 1,162,326 for the three months and six months ended June 30, 2005. Weighted average shares for computation of diluted earnings per share were 1,603,596 for the three months ended June 30, 2005 and 1,613,768 for the six months ended June 30, 2005.

 

9


Table of Contents

7. Stock Based Compensation

 

The Company accounts for its stock-based compensation plans using the accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. The Company is not required to adopt the fair value based recognition provisions prescribed under SFAS No. 123, Accounting for Stock Based Compensation, but complies with the disclosure requirements set forth in the Statement (as amended by SFAS No. 148), which include disclosing pro forma net income as if the fair value based method of accounting had been applied.

 

     Three Months Ended
June 30,


 
     2005

    2004

 

Compensation cost recognized in income for all stock-based compensation awards

   $ -0 -   $ -0 -
    


 


Pro forma net income, based on SFAS No. 123

   $ 259     $ 39  
    


 


Pro forma earnings per common share, based on SFAS No. 123

   $ .22     $ .03  
    


 


Pro forma earnings per fully dilutive common share, based on SFAS No. 123

   $ .16     $ .03  
    


 


    

Six Months Ended

June 30,


 
     2005

    2004

 

Compensation cost recognized in income for all stock-based compensation awards

   $ -0 -   $ -0 -
    


 


Pro forma net income, based on SFAS No. 123

   $ 414     $ 164  
    


 


Pro forma earnings per common share, based on SFAS No. 123

   $ .36     $ .14  
    


 


Pro forma earnings per fully dilutive common share, based on SFAS No. 123

   $ .26     $ .11  
    


 


 

10


Table of Contents

Community First Financial Corporation

Selected Balance Sheet Data

 

($000’s)

 

   June 30, 2005

   December 31,2004

Selected Data at Period-end

         

Loans, net

   136,959    129,142

Total securities available for sale

   7,471    10,508

Total assets

   164,930    156,538

Total deposits

   146,901    139,440

Shareholders’ equity

   14,234    13,848

Selected Data Daily Averages

         

Loans, net

   133,586    130,749

Total securities available for sale

   7,967    6,567

Total assets

   158,816    155,490

Total deposits

   140,133    138,790

Shareholders’ equity

   14,021    13,491

 

11


Table of Contents

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

(Amounts in thousands, except per share data and ratios)

 

In addition to historical information, the following discussion may contain forward looking statements regarding management’s earnings expectations and the anticipated effect of the Bank’s branching efforts. The actual results may differ as a result of several factors including, but not limited to, imposition of federal income taxes due to exhaustion of the tax loss carry forward, expenses associated with new facilities, changes in interest rates, increased competition, and deterioration in the quality of the loan portfolio.

 

This discussion, analysis and related financial information are presented to explain the significant factors which effected Community First Financial Corporation’s financial condition and results of operations for the three months and six months ending June 30, 2005 and 2004. This discussion should be read in conjunction with the financial statements and related notes.

 

Community First Bank is a Virginia state chartered Bank, and is located in Lynchburg, Virginia. The Bank began operations on October 14, 1999. Community First Financial Corporation acquired all outstanding shares of Community First Bank on July 1, 2002.

 

Comparison of Financial Condition at June 30, 2005 and December 31, 2004

 

Total assets increased from $156.5 million at December 31, 2004 to $164.9 million or 5.4% at June 30, 2005. The increase was due primarily to increase in loan volume. Deposits increased to $146.9 million from $139.4 million or 5.4% during the same period. Investment securities decreased by approximately $3.0 million during the six months period primarily due to the maturity of a U.S. Agency security.

 

Total loans increased to $138.3 million at June 30, 2005 from $130.5 million at December 31, 2004 or 6.0% reflecting the Bank’s continuing growth strategies. The allowance for loan losses decreased to $1.351 million (0.98% of total loans) at June 30, 2005 from $1.392 million (1.07% of total loans) at December 31, 2004. Loan quality remains good. There were 12 loans in the amount of $536 thousand past due more than ninety days and eight loans totaling $1.1 million in non-accrual status at June 30, 2005. There were four loans past due more than ninety days in the amount of $301 thousand and four loans in the amount of $600 thousand in non-accrual status as of December 31, 2004. Management estimates that the loans ninety days or more past due and loans in non-accrual status will be reduced by approximately $800 thousand through reductions in principal or be paid off during the next 120 days and that no addition to the loan loss provision is required at this time.

 

Allowance for Loan Losses

 

The provision for loan losses was $189 thousand for the six months ended June 30, 2005 compared to $436 thousand or a 56.7% decrease over the same period in 2004. The Bank considers the allowance to be adequate based on the current loan portfolio. An ongoing evaluation of the allowance for loan losses is made to insure that the allowance for loan losses is at a sufficient level to absorb estimated losses in the Bank’s portfolio. As of June 30, 2005 the ratio of the allowance for loan losses to loans, net of unearned income was 0.98%. While management uses available information to recognize loan losses, future additions to the allowance may be necessary based on changes in economic conditions. In addition, regulatory agencies, as an internal part of their examination process, periodically review the Bank’s allowance for loan losses. These agencies may require the Bank to recognize additions to the allowance based on their judgment about information available at the time of their examination.

 

12


Table of Contents

Comparison of Results of Operations for the Three Months Ended June 30, 2005 and 2004

 

Net income - Net income for the three months ended June 30, 2005 was $259 thousand or $0.22 per basic weighted average share compared to $46 thousand or $0.04 per basic weighted average share for the same period last year. This increase of $213 thousand was due primarily to the increase in net interest income and mortgage fee income and decrease in the provision for loan losses.

 

Net interest income - Net interest income is the Bank’s primary source of earnings and represents the difference between interest and fees earned on earning assets and the interest expense paid on interest bearing liabilities. Net interest income before the provision for loan losses was $1.477 million for the three months of 2005 compared with $1.402 million for the three months of 2004, an increase of $75 thousand or 5.4%. Most of the increase was due to an increase in interest and fees on loans resulting from increased loan volume.

 

Non-interest income – Non-interest income consists of earnings generated primarily from service charges on deposit accounts, securities gains and other service charges, commissions and fees. The Bank’s non-interest income increased to $179 thousand for the three months in 2005 from $100 thousand for the same period in 2004, an increase of 79.0%. The majority of this income was due to mortgage origination fees and the increase in the cash surrender value of bank-owned life insurance.

 

Non-interest expense – The Bank’s non-interest expense increased to $1.207 million for the three months of 2005 from $1.137 million or 6.2% for the same period in 2004. This increase was due primarily to outside expenses including legal and professional fees and the cost of compliance with the Sarbanes-Oxley Act of 2002.

 

Comparison of Results of Operations for the six Months Ended June 30, 2005 and 2004

 

Net income - Net income for the six months ended June 30, 2005 was $414 thousand or $0.36 per basic weighted average share compared to $177 thousand or $0.15 per basic weighted average share for the same period last year. This increase of $237 thousand was due primarily to the increase in net interest income and mortgage fee income and decrease in the provision for loan losses. Annualized returns on average assets and average equity for the six months of 2005 were .52% and 5.91% respectively compared to 0.23% and 2.69% for the same period in 2004.

 

Net interest income - Net interest income is the Bank’s primary source of earnings and represents the difference between interest and fees earned on earning assets and the interest expense paid on interest bearing liabilities. Net interest income before the provision for loan losses was $2.932 million for the six months of 2005 compared with $2.726 million for the six months of 2004, an increase of $206 thousand or 7.6%. Most of the increase was due to an increase in interest and fees on loans resulting from increased loan volume.

 

Non-interest income – Non-interest income consists of earnings generated primarily from service charges on deposit accounts, securities gains and other service charges, commissions and fees. The Bank’s non-interest income increased to $343 thousand for the six months in 2005 from $195 thousand for the same period in 2004, an increase of 75.9%. The majority of this income was due to mortgage origination fees and the increase in the cash surrender value of bank-owned life insurance.

 

Non-interest expense – The Bank’s non-interest expense increased to $2.497 million for the six months of 2005 from $2.203 million or 13.4% for the same period in 2004. This increase was due primarily to outside expenses including legal and professional fees and the cost of compliance with the Sarbanes-Oxley Act of 2002.

 

13


Table of Contents

Liquidity and Capital

 

Liquidity is the ability to generate adequate cash flow to meet financial commitments and to fund customers’ demands for funds, either in terms of loan requests or deposit withdrawals. Liquidity may be provided by both assets and liabilities. Asset liquidity is derived from sources such as readily marketable investments, principal and interest payments on loans, and cash and due from banks. Liability liquidity is provided by core deposit growth from the Bank’s strong, stable consumer base. Management believes the liquidity of the Bank remains adequate, as sufficient assets are maintained on a short-term basis to meet the liquidity demands anticipated. Secondary sources are also available should the need arise. Management is not aware of any commitments or events that will result in or that are reasonably likely to result in a material increase or decrease in liquidity.

 

A summary of the Bank’s and the Company’s required and actual capital components as of June 30, 2005 follows (amounts in thousands):

 

     Actual

   

For Capital

Adequacy Purposes


    To Be Well
Capitalized
Under Prompt
Action Provisions


 
     Amount

   Ratio

    Amount

   Ratio

    Amount

   Ratio

 

Community First Bank

                                       

Total Capital (to Risk Weighted Assets)

   $ 15,561    11.19 %   $ 11,124    8.0 %   $ 13,905    10.0 %

Tier 1 Capital (to Risk Weighted Assets)

     14,220    10.23       5,562    4.0       8,343    6.0  

Tier 1 Capital (to Average Assets)

     14,220    9.03       6,302    4.0       7,878    5.0  

Community First Financial Corporation

                                       

Total Capital (to Risk Weighted Assets)

     18,155    12.82 %   $ 11,328    8.0 %   $ 14,160    10.0 %

Tier 1 Capital (to Risk Weighted Assets)

     14,304    10.10       5,664    4.0       8,496    6.0  

Tier 1 Capital (to Average Assets)

     14,304    8.93       6,404    4.0       8,005    5.0  

 

A summary of the Bank’s and the Company’s required and actual capital components as of December 31, 2004 follows (amounts in thousands):

 

     Actual

    For Capital
Adequacy Purposes


    To Be Well
Capitalized
Under Prompt
Action Provisions


 
     Amount

   Ratio

    Amount

   Ratio

    Amount

   Ratio

 

Community First Bank

                                       

Total Capital (to Risk Weighted Assets)

   $ 15,158    11.73 %   $ 10,336    8.0 %   $ 12,920    10.0 %

Tier 1 Capital (to Risk Weighted Assets)

     13,776    10.66       5,168    4.0       7,752    6.0  

Tier 1 Capital (to Average Assets)

     13,776    8.86       6,216    4.0       7,771    5.0  

Community First Financial Corporation

                                       

Total Capital (to Risk Weighted Assets)

   $ 17,782    13.49 %   $ 10,544    8.0 %   $ 13,180    10.0 %

Tier 1 Capital (to Risk Weighted Assets)

     13,890    10.54       5,272    4.0       7,908    6.0  

Tier 1 Capital (to Average Assets)

     13,890    8.83       6,293    4.0       7,867    5.0  

 

There are no material commitments for capital expenditures as of June 30, 2005. In addition, there are no expected material changes in the mix or relative cost of capital resources.

 

14


Table of Contents

GENERAL

 

Capital

 

On May 13, 2002, the Company’s shareholders approved an amendment to its articles of incorporation, which authorized the Company to issue up to 1,000,000 shares of preferred stock. Following the approval and pursuant to that charter amendment, the Company’s Board of Directors created a series of preferred stock consisting of 325,000 shares of non-cumulative, non-voting, convertible preferred stock. At June 30, 2004, the Company had sold 300,000 of those shares at a price of $10.00 per share providing capital of $3.0 million net of offering expenses.

 

The Company’s Board of Directors declared a 6 for 5 common stock split in the form of a 20% stock dividend payable October 25, 2004 to common stockholders of record on October 15, 2004. Holders of record of common stock as of the record date received one additional share of common stock for every five shares they owned on that date. Cash was paid for fractional shares. A total of 193,713 additional shares of common stock were issued as a result of this stock split.

 

The Board also authorized on October 5, 2004, a cash dividend of $.50 per share on the Company’s 300,000 issued and outstanding shares of convertible preferred stock, representing the five percent dividend payable for the year 2004. The record and payment dates for this dividend are the same as those for the stock split as mentioned above.

 

As of January 12, 2005 the Company’s common stock became eligible to be traded on the Over-the-Counter Bulletin Board under the trading name CYFC.

 

Impact of Inflation and Changing Prices

 

The financial statements and related notes presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

 

Unlike many industrial companies, substantially all of the assets and virtually all of the liabilities of the Bank are monetary in nature. As a result, interest rates have a more significant impact on the Bank’s performance than the general level of inflation. Over short periods of time, interest rates may not necessarily move in the same direction or in the same magnitude as inflation.

 

FUTURE ACCOUNTING CONSIDERATIONS

 

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123 (revised 2004) (“SFAS 123(R)”), Share-Based Payments. SFAS 123(R) requires all entities to recognize compensation expense in an amount equal to the fair value of share-based payments, such as stock options granted to employees. The Company will likely apply SFAS 123(R) on a modified prospective method. Under this method, the Company is required to record compensation expense (as previous awards continue to vest) for the unvested portion of previously granted stock option awards that remain outstanding at the date of adoption and for options granted after the date of adoption. SFAS 123(R) will become effective for the Company in January, 2006.

 

15


Table of Contents

ITEM 3: CONTROLS AND PROCEDURES

 

The Bank’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Bank’s disclosure controls and procedures as of the end of the period covered by this quarterly report, have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report. There were no changes in the Bank’s internal controls over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Bank’s internal controls over financial reporting.

 

Part II. OTHER INFORMATION

 

Item 1 - Legal Proceedings

 

In the normal course of business, the Company is involved in various legal proceedings. At March 31, 2005 and December 31, 2004, the Bank was involved in litigation over a correspondent loan relationship. This litigation was settled for $140,000 in May 2005. The Bank made an initial payment of $70,000 in May and a final payment of $70,000 will be made on or before September 30, 2005.

 

Item 2 - Change in Securities

 

None

 

Item 3 - Defaults Upon Senior Securities

 

Not applicable

 

Item 4 - Submission of Matters to a Vote of Security Holders

 

The Company’s annual shareholders meeting was held May 9, 2005 at the Old City Cemetery, Lynchburg, Virginia and the following actions were approved:

 

Election of Directors

 

Class C, to serve until the 2008 Annual Meeting of Shareholders:

 

     FOR

   PCT.

    WITHHELD

   PCT.

    ABSTAIN

   PCT.

 

R. Thomas Beach

   716,626    99.4 %   4,320    0.6 %   None    0.0 %

Frank C. Crist, Jr.

   718,246    99.6     2,700    0.4     None    0.0  

John L. Wynne

   717,046    99.5     3,900    0.5     None    0.0  

 

The following directors’ terms of office continued after the meeting:

 

A. C. Coleman, Jr.

 

T. Scott Garrett

 

Thomas S. Mignogna

 

Larry H. Redmond

 

Daniel P. Thornton

 

16


Table of Contents

Appointment of Independent Auditor

 

Larrowe & Company, PLC, 104 Cranberry Road, Galax, Virginia was appointed the independent auditor for the year ending December 31, 2005.

 

FOR

  PCT.

    WITHHELD

  PCT.

    ABSTAIN

  PCT.

 
707,423   98.1 %   11,963   1.7 %   1,560   0.2 %

 

Item 5 –Other Information

 

None.

 

Item 6 - Exhibits

 

31.1    Certification of CEO (302 Certification)
31.2    Certification of CFO (302 Certification)
32    Certification Pursuant to 18 U.S.C. Section 1350 (906 Certifications)

 

17


Table of Contents

SIGNATURES

 

Pursuant to the requirements of the Exchange Act of 1934, the Bank has caused this report to be signed on its behalf by the undersigned thereunto duly authorized officers.

 

    COMMUNITY FIRST FINANCIAL CORPORATION
Date: August 9, 2005  

/s/ John L. Wynne


    John L. Wynne
    President and CEO
Date: August 9, 2005  

/s/ F. F. Falls


    F. F. Falls
    Vice President “Chief Financial Officer”

 

18