SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q X Quarterly Report Pursuant to Section 13 or 15(d) of the --- Securities and Exchange Act of 1934 For the quarterly period ended June 30, 2002, or __ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from ________ to _________ Commission File No. 0-17000 COMMERCIAL NATIONAL FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Michigan 38-2799780 (State of Incorporation) (IRS Employer Identification No.) 101 North Pine River Street, Ithaca, Michigan 48847 (address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: (989) 875-4144 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at July 31, 2002 ----- ---------------------------- Common Stock 3,596,009 No Par Value COMMERCIAL NATIONAL FINANCIAL CORPORATION INDEX PART I FINANCIAL INFORMATION - ------ --------------------- Item 1. Financial Statements Consolidated Balance Sheets as of June 30, 2002 (unaudited) and December 31, 2001 (Page 3) Consolidated Statements of Income and Other Comprehensive Income (unaudited) for the three and six months ended June 30, 2002 and June 30, 2001 (Page 4) Consolidated Statements of Changes in Shareholders' Equity (unaudited) for the six months ended June 30, 2002 and June 30, 2001 (Page 5) Consolidated Statements of Cash Flows (unaudited) for the six months ended (Page 6) June 30, 2002 and June 30, 2001 Notes to Consolidated Financial Statements (unaudited) (Page 7-10) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Page 11-15) Item 3. Quantitative and Qualitative Disclosures about Market Risk (Page 16-17) PART II OTHER INFORMATION - ------- ----------------- Item 4. Submission of Matters to A Vote of Security Holders (Page 19) Item 6. Exhibits and Reports on Form 8-K (Page 21-22) SIGNATURES (Page 20) 2 COMMERCIAL NATIONAL FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEETS June 30, December 31, 2002 2001 ---- ---- (Unaudited) ASSETS Cash and due from banks $ 4,439,736 $ 7,282,523 Federal funds sold 5,000,000 5,000,000 Other interest bearing deposits 1,542,933 2,064,802 ------------- ------------- Total cash and cash equivalents 10,982,669 14,347,325 Securities available for sale 19,030,230 20,471,202 Securities held to maturity (fair value $ 5,171,154 - June 30, 2002; $7,730,608 - December 31, 2001) 4,939,276 7,496,656 Federal Home Loan Bank stock, at cost 1,391,300 1,391,300 Gross loans receivable 181,310,538 168,012,689 Allowance for loan losses (2,896,993) (2,586,025) ------------- ------------- Net loans receivable 178,413,545 165,426,664 Bank owned life insurance 3,140,376 3,050,296 Premises and equipment, net 2,782,647 2,599,704 Accrued interest receivable and other assets 2,167,155 3,614,733 ------------- ------------- Total assets $ 222,847,198 $ 218,397,880 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand $ 18,548,814 $ 22,199,334 Interest-bearing demand 26,896,098 29,033,317 Savings 56,910,538 50,116,477 Time 58,673,943 61,229,483 ------------- ------------- Total deposits 161,029,393 162,578,611 Securities sold under agreements to repurchase 10,226,048 6,237,585 Other short-term borrowings 568,284 136,549 Federal Home Loan Bank advances 26,882,556 26,092,551 Accrued expenses and other liabilities 1,256,098 1,288,306 ------------- ------------- Total liabilities 199,962,379 196,333,602 Shareholders' equity Common stock and paid-in-capital, no par value: 5,000,000 shares authorized; shares issued and outstanding June 30, 2002 - 3,594,929 and December 31, 2001 - 3,547,700 22,546,647 22,104,910 Accumulated deficit (78,259) (416,257) Accumulated other comprehensive income, net of tax 416,431 375,625 ------------- ------------- Total shareholders' equity 22,884,819 22,064,278 ------------- ------------- Total liabilities and shareholders' equity $ 222,847,198 $ 218,397,880 ============= ============= See accompanying notes 3 COMMERCIAL NATIONAL FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME (Unaudited) For Three Months For Six Months Ended June 30, Ended June 30, 2002 2001 2002 2001 ---- ---- ---- ---- Interest and dividend income Loans, including fees $ 3,185,954 $ 3,672,834 $ 6,303,430 $ 7,453,036 Taxable securities 203,522 211,834 412,468 435,628 Nontaxable securities 118,375 136,329 249,092 276,230 Federal funds sold 11,492 59,478 40,572 111,477 Federal Home Loan Bank stock dividends 21,679 26,883 42,263 54,328 Interest on other deposits 3,447 5,972 8,576 12,187 ----------- ----------- ----------- ----------- Total interest and dividend income 3,544,469 4,113,330 7,056,401 8,342,886 Interest expense Deposits 862,783 1,417,776 1,775,738 2,928,015 Securities sold under agreements to repurchase 37,755 83,184 68,914 186,213 Federal Home Loan Bank advances 378,072 342,861 762,015 729,335 Other 1,103 5,233 3,307 14,936 ----------- ----------- ----------- ----------- Total interest expense 1,279,713 1,849,054 2,609,974 3,858,499 Net interest income 2,264,756 2,264,276 4,446,427 4,484,387 Provision for loan losses 167,000 90,000 287,000 180,000 ----------- ----------- ----------- ----------- Net interest income after provision for loan losses 2,097,756 2,174,276 4,159,427 4,304,387 Noninterest income Service charges and fees 118,120 113,512 224,932 222,652 Net gains on loan sales 38,179 115,517 93,872 189,303 Receivable financing fees 46,647 70,950 83,738 157,629 Security gains 4,168 62,399 27,565 156,883 Other 113,260 61,945 203,763 108,700 ----------- ----------- ----------- ----------- Total noninterest income 320,374 424,323 633,870 835,167 Noninterest expense Salaries and employee benefits 805,584 787,419 1,625,715 1,593,814 Occupancy and equipment 223,574 242,234 445,715 492,193 FDIC insurance 8,178 7,314 16,413 14,868 Printing, postage and supplies 65,064 68,107 138,837 142,799 Professional and outside services 90,154 91,872 194,361 190,275 Other 256,818 239,328 491,654 458,248 ----------- ----------- ----------- ----------- Total noninterest expense 1,449,372 1,436,274 2,912,695 2,892,197 ----------- ----------- ----------- ----------- Income before income tax expense 968,758 1,162,325 1,880,602 2,247,357 Income tax expense 291,200 352,500 539,300 675,000 ----------- ----------- ----------- ----------- Net income $ 677,558 $ 809,825 $ 1,341,302 $ 1,572,357 =========== =========== =========== =========== Net change in unrealized gains/(losses) on securities available for sale $ 188,243 $ 85,926 $ 89,392 $ 379,049 Reclassification adjustment for (gains) recognized in income (4,168) (62,399) (27,565) (156,883) Tax effects (62,586) (7,999) (21,021) (75,536) ----------- ----------- ----------- ----------- Total Comprehensive Income $ 799,047 $ 825,353 $ 1,382,108 $ 1,718,987 =========== =========== =========== =========== Per share information Basic earnings $ 0.19 $ 0.23 $ 0.37 $ 0.45 Diluted earnings $ 0.19 $ 0.23 $ 0.37 $ 0.45 Dividends declared $ 0.14 $ 0.13 $ 0.28 $ 0.26 See accompanying notes 4 COMMERCIAL NATIONAL FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY Six Months ended June 30, 2002 and June 30, 2001 (Unaudited) Accumulated Shares Common Other Issued Stock and Comprehensive Total and Paid in Accumulated Income/(Loss), Shareholders' Outstanding Capital Deficit Net of Tax Equity - ----------------------------------------------------------------------------------------------------------------------------- Balance at January 1, 2001 3,493,586 $ 21,617,080 $ (1,714,089) $ 207,091 $ 20,110,082 Comprehensive income: Net income 1,572,357 1,572,357 Net change in unrealized gains/(losses) on securities available for sale 379,049 379,049 Reclassification adjustment for gains recognized in income (156,883) (156,883) Tax effects (75,536) (75,536) ------------ Total comprehensive income 1,718,987 Cash dividends declared, $.26 per share (937,006) (937,006) Issued under dividend reinvestment program 29,412 290,797 290,797 Issued under stock option plan 450 3,227 3,227 Issued under employee benefit plan 2,332 21,167 21,167 Repurchase and retirement of shares (8,610) (80,066) (80,066) ---------- ------------ ------------ ---------- ------------ Balance at June 30, 2001 3,517,170 $ 21,852,205 $ (1,078,738) $ 353,721 $ 21,127,188 ========== ============ ============ ========== ============ ============================================================================================================================= Balance at January 1, 2002 3,547,700 $ 22,104,910 $ (416,257) $ 375,625 $ 22,064,278 Comprehensive income: Net income 1,341,302 1,341,302 Net change in unrealized gains/(losses) on securities available for sale 89,392 89,392 Reclassification adjustment for gains recognized in income (27,565) (27,565) Tax effects (21,021) (21,021) ------------ Total comprehensive income 1,382,108 Cash dividends declared, $.28 per share (1,003,304) (1,003,304) Issued under dividend reinvestment program 41,277 406,127 406,127 Issued under stock option plan 6,609 47,690 47,690 Issued under employee benefit plan 3,695 39,713 39,713 Repurchase and retirement of shares (4,352) (51,793) (51,793) ---------- ------------ ------------ ---------- ------------ Balance at June 30, 2002 3,594,929 $ 22,546,647 $ (78,259) $ 416,431 $ 22,884,819 ========== ============ ============ ========== ============ See accompanying notes 5 COMMERCIAL NATIONAL FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For Six Months Ended June 30, 2002 2001 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,341,302 $ 1,572,357 Adjustments to reconcile net income to net cash from operating activities Provision for loan losses 287,000 180,000 Net gains on loan sales (93,872) (189,303) Originations of loans held for sale (4,401,919) (11,893,950) Proceeds from sales of loans held for sale 4,495,791 12,083,253 Gain on sales of securities available for sale (27,565) (156,883) Depreciation, amortization and accretion 252,216 252,598 Net change in accrued interest receivable and other assets 1,336,476 208,292 Net change in accrued expenses and other liabilities (39,105) (529,380) ------------ ------------ Net cash from operating activities 3,150,324 1,526,984 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of securities available for sale (1,533,829) (7,127,556) Proceeds from maturities of securities available for sale 3,000,000 5,600,000 Proceeds from sales of securities available for sale -- 2,429,442 Proceeds from maturities of securities held to maturity 2,578,900 975,000 Net change in loans (13,275,506) 10,506,909 Purchases of premises and equipment, net (390,860) (103,121) ------------ ------------ Net cash from investing activities (9,621,295) 12,280,674 CASH FLOW FROM FINANCING ACTIVITIES Net change in deposits (1,549,218) (1,941,486) Net change in securities sold under agreements to repurchase 3,988,463 665,392 Net change in U.S. Treasury demand notes 431,735 (344,226) Proceeds from Federal Home Loan Bank advances 5,000,000 13,000,000 Repayment of Federal Home Loan Bank advances (4,209,995) (17,230,031) Repurchase and retirement of shares of common stock (51,793) (80,066) Dividends paid and fractional shares (996,407) (933,305) Proceeds from sale of common stock 493,530 315,191 ------------ ------------ Net cash from financing activities 3,106,315 (6,548,531) ------------ ------------ Net change in cash and cash equivalents (3,364,656) 7,259,127 Cash and cash equivalents, at beginning of year 14,347,325 7,462,021 ------------ ------------ CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 10,982,669 $ 14,721,148 ============ ============ Cash paid during the period for Interest $ 2,676,056 $ 3,981,266 Federal income taxes 610,000 774,999 See accompanying notes 6 COMMERCIAL NATIONAL FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1-Summary of Significant Accounting Policies Basic Presentation The accompanying unaudited condensed consolidated financial statements were prepared in accordance with Rule 10-01 of regulation S-X and the instructions for Form 10-Q and, therefore, do not include all disclosures required by accounting principles generally accepted in the United States of America for complete presentation of financial statements. In management's opinion, the condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial condition of Commercial National Financial Corporation as of June 30, 2002 and December 31, 2001 and the results of its operations for the three and six months ending June 30, 2002 and June 30, 2001. The results for the three and six months ended June 30, 2002 are not necessarily indicative of the results expected for the full year. Principals of Consolidation The accompanying consolidated financial statements include the accounts of Commercial National Financial Corporation (CNFC), Commercial Bank (Bank) and CNFC Financial Services, Inc. and CNFC Mortgage Corporation, both wholly owned subsidiaries of the Bank. All material intercompany accounts and transactions have been eliminated in consolidation. Nature of Operations, Industry Segments and Concentrations of Credit Risk CNFC is a one-bank holding company, which conducts limited business activities. The Bank performs the majority of business activities. The Bank provides a full range of banking services to individuals, agricultural businesses, commercial businesses and light industries located in its service area. It maintains a diversified loan portfolio, including loans to individuals for home mortgages, automobiles and personal expenditures, and loans to business enterprises for current operations and expansion. The Bank offers a variety of deposit products, including checking, savings, money market, individual retirement accounts and certificates of deposit. While CNFC's chief decision-makers monitor the revenue stream of various products and services, operations are managed and financial performance is evaluated on a corporation-wide basis. Accordingly, management considers all of the CNFC's banking operations to be aggregated into one operating segment. The principal markets for the Bank's financial services are the Michigan communities in which the Bank is located and the areas surrounding these communities. The Bank serves these markets through seven offices located in Gratiot and Montcalm Counties in Michigan. Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided. Future results could differ. The allowance for loan losses and fair values of securities and other financial instruments are particularly subject to change. Cash Flow Reporting Cash and cash equivalents include cash on hand, demand deposits with other financial institutions and federal funds sold. Cash flows are reported net for customer loan and deposit transactions, securities sold under agreements to repurchase with original maturity of 90 days or less and U.S. Treasury demand notes. Securities Securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with net unrealized holding gains and losses reported separately in other comprehensive income (loss), net of tax. Trading securities are bought principally for sale in the near term, and are reported at fair value with unrealized gains and losses included in earnings. Securities are written down to fair value when a decline in fair value is not temporary. CNFC did not classify any securities for trading at any time during 2002 or 2001. Gains and losses on sales are determined using the amortized cost of the specific security sold. Interest and dividend income, adjusted by amortization of purchase premiums and discounts, is included in earnings. 7 COMMERCIAL NATIONAL FINANCIAL CORPORATION Loans Held for Sale Loans held for sale are reported at the lower of cost or market value in the aggregate. Net unrealized losses are recorded in a valuation allowance by charges to income. Loans Loans that management has the intent and the ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs, and an allowance for loan losses. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Interest income is not reported when full loan repayment is in doubt, typically when payments are past due over 90 days, unless the loan is both well secured and in the process of collection. Payments received on such loans are reported as principal reductions. Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable credit losses, increased by the provision for loan losses and decreased by charge-offs less recoveries. Estimating the risk of loss and the amount of loss on any loan is subjective. Accordingly, management estimates the allowance balance required based on past loan loss experience, known and inherent risks in the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that should be charged-off. A problem loan is charged-off by management as a loss when deemed uncollectible, although collection efforts continue and future recoveries may occur. Loan impairment is reported when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgage and consumer loans and individually for other loans. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Loans are evaluated for impairment when payments are delayed, typically 90 days or more, or when it is probable that all principal and interest amounts will not be collected according to the original terms of the loan. Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using a combination of straight-line and accelerated methods with useful lives ranging from 10 to 40 years for buildings and improvements, and 3 to 10 years for furniture and equipment. These assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. Maintenance, repairs and minor alterations are charged to current operations as expenditures occur. Major improvements are capitalized. Servicing Rights Servicing rights represent both purchased rights and the allocated value of servicing rights retained on loans sold. Servicing rights are expensed in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on the fair value of the rights, using groupings of the underlying loans as to interest rates and then, secondarily, as to geographic and prepayment characteristics. Any impairment of a grouping is reported as a valuation allowance. Other Real Estate Owned Real estate properties acquired in collection of a loan receivable are recorded at fair value at acquisition. Any reduction to fair value from the carrying value of the related loan is accounted for as a loan loss. After acquisition, a valuation allowance reduces the reported amount to the lower of the initial amount or fair value less costs to sell. Expenses, gains and losses on disposition, and changes in the valuation allowance are reported in other expense. Securities Sold Under Agreements to Repurchase All of these liabilities represent amounts advanced by various customers and are secured by securities owned, as they are not covered by general deposit insurance. 8 COMMERCIAL NATIONAL FINANCIAL CORPORATION Employee Benefits A benefit plan with 401(k) features covers substantially all employees. The plan allows participant compensation deferrals. The amount of any matching contribution is based solely on the discretion of the board of directors. Historically, CNFC has matched up to 6% of such deferrals at 100%. Stock Compensation Expense for employee compensation under stock option plans is reported only if options are granted below market price at grant date. Income Taxes Income tax expense is the sum of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. Earnings and Dividends Per Share Basic earnings per common share is based on net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share shows the diluted effect of any additional potential common shares. Earnings and dividends per common share are restated for all stock splits and stock dividends. Stock Dividends Dividends issued in stock are reported by transferring the market value of the stock issued from retained earnings to common stock, to the extent of available retained earnings. Any excess of fair value over available retained earnings is considered a return of capital and thus is transferred from paid in capital. Fractional shares are paid in cash for all stock dividends. Comprehensive Income Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes the change in unrealized appreciation and depreciation on securities available for sale, net of tax, which is also recognized as a separate component of shareholders' equity. Financial Instruments with Off-Balance-Sheet Risk Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and standby letters of credit issued to meet customer needs. The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. Fair Values of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on-and off-balance-sheet financial instruments do not include the value of anticipated future business or values of assets and liabilities not considered financial instruments. Reclassifications Some items in the prior year financial statements have been reclassified to conform with the current year presentation. Recent Accounting Pronouncements Effective January 1, 2002, CNFC adopted a new standard issued by the FASB on impairment and disposal of long-lived assets. The effect of this on the financial position and results of operations of the CNFC was not material. A new accounting standard dealing with asset retirement obligations will apply for 2003. The CNFC does not believe this standard will have a material affect on its financial position or results of operations. 9 COMMERCIAL NATIONAL FINANCIAL CORPORATION Note 2 - Earnings Per Share A reconciliation of the numerators and denominators of the basic earnings per share and diluted earnings per share computations for the periods ended is presented below: For three months ended For six months ended JUNE 30, 2002 JUNE 30, 2001 JUNE 30, 2002 JUNE 30,2001 - ------------------------------------------------------------------------------------------------------------------------------ BASIC EARNINGS PER SHARE: Net income available to common shareholders $ 677,558 $ 809,825 $ 1,341,302 $ 1,572,357 Weighted-average common shares outstanding for basic earnings per share 3,588,118 3,515,302 3,588,118 3,515,302 - ------------------------------------------------------------------------------------------------------------------------------ BASIC EARNINGS PER SHARE $ .19 $ .23 $ .37 $ .45 ============================================================================================================================== DILUTED EARNINGS PER SHARE: Net income available to common shareholders $ 677,558 $ 809,825 $ 1,341,302 $ 1,572,357 Weighted-average common shares outstanding for basic earnings per share 3,588,118 3,515,302 3,588,118 3,515,302 Add: Dilutive effect of assumed exercise of stock options 36,806 9,127 36,806 9,127 - ------------------------------------------------------------------------------------------------------------------------------ Weighted-average common and dilutive additional potential common shares outstanding 3,624,924 3,524,429 3,624,924 3,524,429 ============================================================================================================================== DILUTED EARNINGS PER SHARE $ .19 $ .23 $ .37 $ .45 ============================================================================================================================== 10 COMMERCIAL NATIONAL FINANCIAL CORPORATION ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION Summary Total assets at June 30, 2002 increased to $222,847,000 from the $218,398,000 at December 31, 2001. Loan totals increased $13,298,000 or 7.9% compared to December 31, 2001. The increase in loans is a result of increased in residential real estate balances and commercial loan balances. Funding for the loan growth came primarily from two sources: maturing securities held to maturity and a $3,988,000 increase in repurchase agreements. Other assets decreased $1,335,000. One million of repossessed assets included in other assets were sold at book value during the first quarter. Deposit decreased $1,549,000 as compared to December 31, 2001. The Bank continues to experience a shift of certificate of deposit money into short-term savings products. In particular, the Bank offers a high rate money market account that has been popular with customers seeking safety and liquidity. It continues to be difficult to attract long-term certificate of deposits without offering excessively high interest rates. The Bank is constructing a new office located in Greenville Michigan. As a result, premises and equipment will continue to increase. Management anticipates that this office will be fully operational in the fourth quarter of 2002. Liquidity Management defines liquidity as the ability to fund appropriate levels of credit worthy loans, meet the immediate cash withdrawal requirements of depositors, and maintain access to sufficient resources to meet unexpected contingencies at a reasonable cost, with minimal losses. The loan to deposit ratio at June 30, 2002 was 112.6% compared to 103.3% at December 31, 2001. Management believes that the combination of available FHLB advances, Federal funds lines of credit, the available for sale investment portfolio, and our ability to sell mortgage loans provides adequate short and medium term sources of liquidity. At a minimum the Bank has the following available to meet short-term liquidity needs: $9,319,000 in available FHLB advances and $9,000,000 in short term federal funds lines of credit with correspondent banks. CNFC also needs cash to pay dividends to its shareholders. The primary source of cash is the dividends paid to CNFC by the Bank. Management believes that cash from operations is sufficient to supply the cash needed to continue paying a reasonable dividend. CNFC also has a $1,500,000 line of credit with a correspondent institution. 11 COMMERCIAL NATIONAL FINANCIAL CORPORATION Asset Quality At June 30, 2002 CNFC has identified $7,201,000 of loans as non-performing. This compares to $462,000 at December 31, 2001. The $7,201,000 in non-accrual loans represents three business relationships and their related entities. All non-accrual loans are considered impaired and the allowance for loan loss allocated to these loans is $2,180,872. Excluding these non-performing loans, the Bank had only $287,000 in loans past due greater than 30 days at June 30, 2002. June 30, 2002 December 31, 2001 Total loans $ 181,310,538 $ 168,012,689 Non-accrual loans $ 7,200,911 $ 387,822 Accruing loans past due 90 days or more - 74,664 - ------------------------------------------------------------------------------------------------- Total non-performing loans 7,200,911 462,486 Repossessed assets and other real estate - 1,000,000 - ------------------------------------------------------------------------------------------------- Total non-performing assets $ 7,200,911 $ 1,462,486 ================================================================================================= Total non-performing loans as a percentage of total loans 3.97% .28% ================================================================================================== Allowance for loan loss as a percentage of non-performing loans 40.23% 559.16% ================================================================================================== Total non-performing assets as a percentage of total assets 3.23% .67% ================================================================================================== Allowance for Loan Loss The allowance for loan losses was 1.60% of total loans at June 30, 2002 and 1.54% at December 31, 2001. Year to date net recoveries totaled $24,000. Year 2001 net charge-offs totaled $334,000. Approximately $390,000 relates to one business loan relationship. Excluding this charge-off, CNFC recorded net recoveries of $56,000 during 2001. Management systematically evaluates the adequacy of the allowance such that the balance is commensurate with the performance of the loan portfolio, loan growth, general market conditions and other relevant factors. The loan portfolio has increased $13,298,000 or 7.91% year to date primarily caused by an increase in business lending. Business lending is inherently riskier than consumer or residential real estate. In addition, loan quality has decreased as evidenced by the increase in non-performing assets. For these reasons, management increased the quarterly provision to $167,000, which was $77,000 more than the amount expensed for the three months ended June 30, 2001. Year to date management has increased the provision from $180,000 to $287,000. Six Months Ended Year Ended Six Months Ended June 30, 2002 December 31, 2001 June 30, 2001 - ---------------------------------------------------------------------------------------------- Beginning balance $ 2,586,025 $ 2,545,363 $ 2,545,363 Loan charge-offs (11,222) (415,904) (8,894) Loan recoveries 35,190 81,566 56,899 - ---------------------------------------------------------------------------------------------- Net loan recoveries/(charge-offs) 23,968 (334,338) 48,005 Provision for loan losses 287,000 375,000 180,000 - ---------------------------------------------------------------------------------------------- Ending balance $ 2,896,993 $ 2,586,025 $ 2,773,368 ============================================================================================== 12 COMMERCIAL NATIONAL FINANCIAL CORPORATION Capital Resources CNFC's capital ratios continue to exceed regulatory guidelines for a "well capitalized" institution. It is management's intent to maintain capital ratios in excess of the minimum required to be well capitalized. A summary of CNFC's capital ratios follows: Minimum Required to be Well Capitalized Under Prompt Corrective Action June 30, 2002 December 31, 2001 Regulations - --------------------------------------------------------------------------------------------------------- Total capital to risk weighted assets 14.1% 14.4% 10.0% Tier 1 capital to risk weighted assets 12.9% 13.1% 6.0% Tier 1 capital to average assets 10.2% 9.7% 5.0% RESULTS OF OPERATIONS Summary Net income for the quarter ended June 30, 2002 was $799,000, a decrease of $26,000, or 3.2% compared to the same period in 2001. Management increased the provision for loan losses by $77,000 compared to the same period in 2001. A $104,000 or 24.5% decrease in noninterest income also contributed to the decrease in net income. CNFC's net interest income remained virtually unchanged. Non-interest expense for the quarter increased $13,000 or .91% compared to the same period in 2001. Return on average equity decreased from 15.30% to 11.68%. Net income for the six months ending June 30, 2002 was $1,382,108 compared to $1,718,987 for the same period in 2001. The causes of the decreased net income are similar to those described for the three months ending June 30, 2002. As a result of lower net income and an increased equity base, return on average equity decreased from 15.19% to 11.98%. Net Interest Income The following table illustrates the effect that changes in rates and balances of interest-earning assets and interest-bearing liabilities had on tax-equivalent net interest income for the three and six months ending June 30, 2002 and 2001. Three Months Ending June 30, Six Months Ending June 30, 2002 2001 2002 2001 ---- ---- ---- ---- Interest Income (tax equivalent) $ 3,677,418 $ 4,273,196 $ 7,316,630 $ 8,681,738 Interest Expense 1,279,713 1,849,054 2,609,974 3,858,499 ------------ ------------ ------------ ------------ Net Interest Income $ 2,397,705 $ 2,424,142 $ 4,706,656 $ 4,823,239 ============ ============ ============ ============ Average Balances Interest-earning Assets $210,289,753 $206,343,557 $208,938,575 $207,850,476 Interest-bearing Liabilities 178,026,591 173,428,527 177,402,209 175,471,247 ------------ ------------ ------------ ------------ Net Differential $ 32,263,162 $ 32,915,030 $ 31,536,366 $ 32,379,229 ============ ============ ============ ============ Average Yields/Rates (annualized) Yield on Earning Assets 7.01% 8.31% 7.06% 8.42% Rate Paid on Liabilities 2.88% 4.28% 2.97% 4.43% ------------ ------------ ------------ ------------ Interest Spread 4.13% 4.03% 4.09% 3.99% ============ ============ ============ ============ Net Interest Margin 4.57% 4.71% 4.54% 4.68% ============ ============ ============ ============ 13 COMMERCIAL NATIONAL FINANCIAL CORPORATION The change in tax equivalent net interest income is attributable to the following: Three Months Ending Six Months Ending June 30, 2002 June 30, 2002 Balance Rate Inc/(Dec) Balance Rate Inc/(Dec) ------- ---- --------- ------- ---- --------- Interest Earning Assets $ 107,397 $ (703,175) $ (595,778) $ 18,396 $(1,383,504) $(1,365,108) Interest Bearing Liabilities (9,721) (559,620) (569,341) (85,906) (1,162,619) (1,248,525) ----------- ----------- ----------- ----------- ----------- ----------- Net Interest Income $ 117,118 $ (143,555) $ (26,437) $ 104,302 $ (220,885) $ (116,583) =========== =========== =========== =========== =========== =========== The $26,000 decrease in tax-equivalent net interest income for the three months ending June 30, 2002 resulted from a 14 basis point decrease in margin offset by an increase in average earning assets. In response to the September 11th attacks and a slowing national economy, the Federal Reserve Open Market Committee lowered the discount rate 475 basis points during 2001. These decreases in the discount rate result in an almost immediate decrease in the Bank's prime lending rate. The interest rate on a significant portion of the Bank's commercial loan portfolio is tied to the prime-lending rate. As the Bank adjusts its prime lending rate, the Bank experiences an almost immediate decrease in net interest income. In response, management has lowered retail deposit rates, however, it is unable to lower the cost of retail deposits as quickly and to the same extent as the Federal Reserve has lowered the federal funds target rate. Also, management has elected, over time, to fund loans with FHLB amortizing advances, generally for periods of 5 to 7 years. The amortizing advances are used to offset future interest rate risk in a rising rate environment. The cost of FHLB advances has not decreased as quickly as the general decrease in rates. The effect of these various items has resulted in a decrease in margin from 4.71% for the three months ended June 30, 2001 to 4.57% for the same period in 2002. Margin for the six months ending June 30, 2002 decreased 14 basis points for similar reasons as discussed above. Noninterest Income Noninterest income for the three months ending June 30, 2002 was $320,000. This represents a $104,000 or 24.5% decrease over the same period in 2001. Net gain on loan sales decreased from $116,000 to $38,000. Residential real estate interest rates were historically low during the fourth quarter of 2001. As a result, the Bank experienced significant refinancing activity. Though current residential mortgage loan rates remain historically low, current interest rates are higher than those experienced in the fourth quarter of 2001. Therefore, refinancing activity has decreased. The gains on loan sales are now primarily the result of lending money for the purchase of residential real estate. Receivable financing decreased from $71,000 to $47,000 as the result of lower volume of receivables financed with fewer customers. In 2001, CNFC elected to liquidate several investments held as available for sale by the holding company. This resulted in $62,000 in securities gains during the second quarter of 2001. During the second quarter of 2002 the Bank recorded a gain of $4,000 resulting from municipal securities called at a premium. The majority of the $51,000 increase in other income reflects the income recorded on the Bank's investment in bank owned life insurance (BOLI). 14 COMMERCIAL NATIONAL FINANCIAL CORPORATION Non-interest income for the six months ending June 30, 2002 decreased $201,000 or 24.07%. The contributing factors to the decrease are similar to those discussed above. Noninterest Expense Noninterest expense for the three months ending June 30, 2002 totaled $1,449,000. This represents a $13,000 or .91% increase over the same period in 2001. Management has focused on controlling expense during the first six months of 2002. However, during the next six months, management anticipates that various expense categories will increase as the new Greenville office is completed and becomes operational. Salary and benefit expense for the three months ending June 30, 2002 totaled $806,000 compared to $787,000 for the same period in 2001, an increase of $19,000 or 2.4%. Bank staffing levels have not significantly changed compared to the same period in 2001. During the third quarter of 2002, medical insurance policies expire. Anecdotal evidence suggests that CNFC can anticipate double digit increases as part of the renewal process. Also, staffing levels will increase in order to staff the new office located in Greenville. Non-interest expense for the six months ending June 30, 2002 totaled $2,913,000, a $21,000 or .73% increase compared to the six months ending June 30, 2001. Factors affecting the increase are similar to those discussed above. 15 COMMERCIAL NATIONAL FINANCIAL CORPORATION ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Asset liability management involves developing, implementing and monitoring strategies to maintain sufficient liquidity, maximize net interest income and minimize the impact that significant fluctuations in market interest rates would have on earnings. Commercial's Asset/Liability Committee (ALCO) is responsible for managing this process. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Commercial's primary market risk exposure is interest rate risk and, to a lesser extent, liquidity risk. Commercial's transactions are denominated in U.S. dollars with no specific foreign exchange exposure. Also, Commercial has a limited exposure to commodity prices related to agricultural loans. Any impacts that changes in foreign exchange rate and commodity prices would have on interest rates are assumed to be insignificant. Interest rate risk (IRR) is the exposure of a banking organization's financial condition to adverse movements in interest rates. Accepting this risk can be an important source of profitability and stockholder value; however, excessive levels of IRR could pose a significant threat to earnings and capital. Accordingly, effective risk management that maintains IRR at prudent levels is essential to Commercial's safety and soundness. Evaluating exposure to changes in interest rates includes assessing both the adequacy of management's process used to control IRR and the organization's quantitative level of exposure. When assessing the IRR management process, Commercial seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain IRR at prudent levels with consistency and continuity. Evaluating the quantitative level of IRR exposure requires the assessment of existing and potential future effects of changes in interest rates on its consolidated financial condition, including capital adequacy, earnings, liquidity, and, where appropriate, asset quality. Commercial derives the majority of income from the excess of interest collected over interest paid. The rates of interest earned on its assets and owed on its liabilities generally are established contractually for a period of time. Since market interest rates change over time, Commercial is exposed to lower profit margins (or losses) if it cannot adapt to interest rate changes. For example, assume that an institution's assets carry long-term fixed rates and that those assets are funded with short-term liabilities. If market interest rates rise by the time the short-term liabilities must be refinanced, the increase in the institution's interest expense may exceed the interest earned on its long-term assets. Accordingly, an institution's profits could decrease. Commercial is also subject to repayment risk when interest rates fall. For example, mortgage loans and other financial assets may be prepaid by a debtor so that the debtor may refinance their obligations at new, lower rates. Prepayments of assets carrying higher rates reduces interest income and overall asset yields. Several ways an institution can manage IRR include: selling existing assets or repaying certain liabilities; matching repricing periods for new assets and liabilities, for example, by shortening terms of new loans or investments and hedging existing assets, liabilities, or anticipated transactions. An institution might also invest in more complex financial instruments intended to hedge or otherwise change IRR. Interest rate swaps, futures contracts, options on futures, and other such derivative financial instruments are often used for this purpose. Because these instruments are sensitive to interest rate changes, they require management's expertise to be effective. Commercial has not purchased derivative financial instruments in the past and does not presently intend to purchase such instruments. ALCO uses various techniques to monitor IRR. Commercial's primary tool in measuring interest rate risk is to perform a simulation analysis. This analysis forecasts the effect of various interest rate changes on the balance sheet, economic value of equity, net interest income and net income. 16 COMMERCIAL NATIONAL FINANCIAL CORPORATION ALCO monitors the effect on the balance sheet and income statement of various interest rate scenarios. One common scenario performed by ALCO is to "shock" the balance sheet by assuming that Commercial has just experienced an immediate and parallel shift in the yield curve up or down 200 basis points. These results are recorded and compared to previous results. Management performs this calculation quarterly. The results of this calculation combined with a review of market interest rates, economic conditions, loan demand, local deposit interest rates and other factors, allows ALCO to structure the balance sheet with the goal of maximizing net interest income and minimizing interest rate risk. ALCO applies the percentage change anticipated in net interest income to the net interest income actually earned to determine if the change is within acceptable limits. ALCO has concluded from these results that Commercial has an acceptable level of interest rate risk. Forward Looking Statements This discussion and analysis of financial condition and results of operations, and other sections of this report contain forward looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about the Corporation itself. Words such as "anticipates", "believes", "estimates", "expects" "forecasts" "intends", "is likely", "plans", "product", "projects", variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions ("Future Factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward looking statements. Furthermore, CNFC undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise. Future Factors include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations and tax laws; changes in prices, levies, and assessments; the impact of technology, governmental and regulatory policy changes; the outcome of pending and future litigation and contingencies; trends in customer behavior including their ability to repay loans; and vicissitudes of the national and local economies. These are representative of the Future Factors that could cause a difference between an actual outcome and a forward-looking statement. 17 COMMERCIAL NATIONAL FINANCIAL CORPORATION PART II. OTHER INFORMATION Item 4 Submission of Matter to A Vote of Security Holders Item 6 Exhibits and Reports on Form 8-K (a) Exhibits: 99.1 Certification of Chief Executive Officer and Chief Financial Officer (b) Report on Form 8-K None filed during the quarter ending June 30, 2002 18 COMMERCIAL NATIONAL FINANCIAL CORPORATION ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS Commercial National Financial Corporation held its annual meeting of Shareholders on April 23, 2002. A total of 3,147,275 shares were represented in person or by proxy, or more than 88% of total shares outstanding. Proposal: Shareholders elected ten Director nominees named in the Proxy Statement. Name For Against - --------------------------------------------------------------------- Richard F. Abbott 3,143,766 3,509 Jefferson P. Arnold 3,141,708 5,567 Jeffrey S. Barker 3,143,766 3,509 Don J. Dewey 3,141,232 6,043 Patrick G. Duffy 3,143,766 3,509 David A. Ferguson 3,143,766 3,509 Paul B. Luneack 3,143,766 3,509 Kim C. Newson 3,141,708 5,567 Howard D. Poindexter 3,143,766 3,509 Scott E. Sheldon 3,137,116 10,159 19 COMMERCIAL NATIONAL FINANCIAL CORPORATION 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. Commercial National Financial Corporation (Registrant) Date: August 13, 2002 /s/ JEFFREY S. BARKER -------------------------------------- Jeffrey S. Barker President and Chief Executive Officer /s/ PATRICK G. DUFFY -------------------------------------- Patrick G. Duffy Executive Vice President and Chief Financial Officer 20 EXHIBIT INDEX Exhibit No. Description 99.1 Certification of Chief Executive Officer and Chief Financial Officer 21