Filed by Bowne Pure Compliance
Filed by Community Bankers Acquisition Corp.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed under the Securities Exchange Act of 1934
Subject Company:
Community Bankers Acquisition Corp.
Commission File No. 001-32590
TransCommunity Financial Corporation
Commission File No. 000-33355
BOE Financial Services of Virginia, Inc.
Commission File No. 000-31711
The following is a press release that was issued by BOE Financial Services of Virginia, Inc. on
April 30, 2008.
BOE FINANCIAL SERVICES OF VIRGINIA, INC. REPORTS 1st QUARTER RESULTS AND CONTINUED STRONG CREDIT
QUALITY
April 30, 2008
TAPPAHANNOCK, Va., April 30/PRNewswire-FirstCall/ BOE Financial Services of Virginia, Inc. (the
Company or BOE) (Nasdaq: BSXT News) reported net income was $374,000 for the
quarter ended March 31, 2008 compared to $552,000 for the first quarter in 2007. Earnings per
share, on a diluted basis, were $0.31 per share for the first quarter of 2008 compared to $0.45 per
share for the same period in 2007. These results were largely impacted by the recognition of
one-time merger related expenses associated with our proposed merger with Community Bankers
Acquisition Corp (CBAC).
Increases in net interest income of $82,000 and non-interest income of $101,000 were exceeded by a
$417,000 increase in non-interest expenses due to merger and branch expansion activities. Direct
expenses related to BOEs proposed merger with CBAC resulted in an increase in noninterest expenses
of $194,000 in the first quarter of 2008 compared to the same period in 2007. The BOE special
meeting of shareholders originally scheduled for Friday, April 25, 2008, to consider and vote on
its proposed merger with CBAC, was adjourned until Wednesday, May 21, 2008. This was after
learning that CBAC planned to adjourn its two shareholder meetings in order to provide its
shareholders more time to consider and vote on the proposed merger with BOE, its proposed merger
with TransCommunity Financial Corporation and related matters.
Other nonrecurring items during the first quarter of 2008 included a one-time gain by BOE of
$90,000 related to the sale of the Companys credit card portfolio and a write down of $88,000 on
BOEs ownership interest in Bankers Investments, which announced its sale to Infinex. The net
impact of non-recurring items in the first quarter of 2008 was $192,000 in additional expenses,
pre-tax, and subsequently resulted in a reduction in net income of $154,000, after applying the
Companys effective tax rate.
Excluding the nonrecurring items mentioned above, total noninterest expenses increased $223,000
during the first quarter of 2008 compared to the same period in 2007. Salaries represented the
largest component of this increase, amounting to $118,000, or 13.7%, over the same period in 2007.
Employee benefits and costs also increased, $32,000, or 11.8%, during the first quarter of 2008
compared to the same period in 2007. The increases in salaries and employee benefits and costs
were largely composed of adding additional banking staff to operate two new branches in
Northumberland County, Virginia. The Burgess office opened October 15, 2007 and Callao opened on
January 2, 2008. Expansion efforts were the primary component, $48,000, or 44.4%, in increases in
furniture and equipment related expenses for the first quarter of 2008 compared to the same period
in 2007.
Offsetting these decreases to net income for the quarter ended March 31, 2008 was an increase of
$99,000, or 23.2%, in total noninterest income. Provision for loan losses was $0 for both the
first quarter of 2008 and 2007.
Loan quality remains strong as nonaccruing loans were $73,000 on March 31, 2008, or 0.03% of total
loans, compared to $96.000, or 0.04% of total loans at December 31, 2007. Loans past due 90 days
or more and accruing
interest were $95,000 at March 31, 2008 and $17,000 at December 31, 2007. Net charged-off loans
were $36,000 in the first quarter of 2008.
Our two newly opened offices in Northumberland County are off to a tremendous start. said George
M. Longest, Jr., President and Chief Executive Officer. The Burgess and Callao Offices have
quickly established strong deposit and loan relationships. We feel Northumberland County possesses
outstanding demographics. We also are incurring expenses related to our merger proposal with CBAC
but hope to wrap up the transaction in the second quarter of this year. We are looking forward to
operating in a new holding company environment but with the historic Bank of Essex name still in
place. We are also pleased that our net interest income held steady in a rapidly decreasing
interest rate environment and that our loan quality ratios, including past due and classified
loans, have improved in the first three months of the year.
BOE, which offers a broad range of financial services to consumers and businesses, currently
operates eight Bank of Essex offices in Essex, King William, Hanover, Henrico and Northumberland
counties. As of March 31, 2008 the Company had $315.848 million in total assets, which was an
increase of $34.330 million, or 12.2% from March 31, 2007 total assets of $281.518 million. Total
deposits at March 31, 2008 increased $19.225 million, or 8.2%, over the same total one year earlier
to $252.993 million. Total loans at March 31, 2008 were $230.262 million compared to $199.126
million at March 31, 2007, an increase of $31.136 million, or 15.6%. BOE Financial Services of
Virginia, Inc. stock trades on the NASDAQ Capital Market under the symbol BSXT.
Contact: Bruce E. Thomas, Sr. Vice President/Chief Financial Officer (804)-443-4343.
BOE Financial Services of Virginia, Inc.
Consolidated Balance Sheets
(Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
Assets |
|
2008 |
|
|
2007 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
4,222 |
|
|
$ |
4,100 |
|
|
$ |
3,879 |
|
Federal funds sold |
|
|
4,038 |
|
|
|
|
|
|
|
736 |
|
Securities available for sale, at fair value |
|
|
52,500 |
|
|
|
52,543 |
|
|
|
54,415 |
|
Securities held to maturity (fair values approximates
$3,029, $3,010 and $2,960, respectively) |
|
|
3,000 |
|
|
|
3,000 |
|
|
|
3,000 |
|
Equity securities, restricted, at cost |
|
|
2,136 |
|
|
|
1,761 |
|
|
|
1,536 |
|
Loans held for sale |
|
|
883 |
|
|
|
497 |
|
|
|
250 |
|
Loans, net of allowance for loan losses
($2,559, $2,595 and $2,405, respectively) |
|
|
227,703 |
|
|
|
218,954 |
|
|
|
196,720 |
|
Bank premises and equipment, net |
|
|
10,801 |
|
|
|
10,663 |
|
|
|
10,336 |
|
Accrued interest receivable |
|
|
1,494 |
|
|
|
1,514 |
|
|
|
1,467 |
|
Intangible assets, net |
|
|
367 |
|
|
|
398 |
|
|
|
493 |
|
Other assets |
|
|
8,704 |
|
|
|
9,001 |
|
|
|
8,704 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
315,848 |
|
|
$ |
302,431 |
|
|
$ |
281,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing deposits |
|
$ |
26,876 |
|
|
$ |
26,220 |
|
|
$ |
27,532 |
|
Interest bearing deposits |
|
|
226,117 |
|
|
|
218,373 |
|
|
|
206,235 |
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
252,993 |
|
|
$ |
244,593 |
|
|
$ |
233,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased |
|
|
|
|
|
|
3,152 |
|
|
|
|
|
Federal Home Loan Bank advances |
|
|
24,500 |
|
|
|
17,000 |
|
|
|
12,000 |
|
Trust preferred capital notes |
|
|
4,124 |
|
|
|
4,124 |
|
|
|
4,124 |
|
Accrued interest payable |
|
|
990 |
|
|
|
1,007 |
|
|
|
809 |
|
Other liabilities |
|
|
2,812 |
|
|
|
2,445 |
|
|
|
2,469 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
285,419 |
|
|
$ |
272,321 |
|
|
$ |
253,169 |
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingent Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
$ |
6,070 |
|
|
$ |
6,062 |
|
|
$ |
6,045 |
|
Surplus |
|
|
5,613 |
|
|
|
5,577 |
|
|
|
5,503 |
|
Retained earnings |
|
|
18,780 |
|
|
|
18,872 |
|
|
|
17,578 |
|
Accumulated other comprehensive (loss) |
|
|
(34 |
) |
|
|
(401 |
) |
|
|
(759 |
) |
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
$ |
30,429 |
|
|
$ |
30,110 |
|
|
$ |
28,367 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
315,848 |
|
|
$ |
302,431 |
|
|
$ |
281,536 |
|
|
|
|
|
|
|
|
|
|
|
BOE Financial Services of Virginia, Inc.
Consolidated Income Statements
(Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the |
|
|
For the |
|
|
|
|
|
|
quarter ended |
|
|
quarter ended |
|
|
|
|
|
|
March 31, |
|
|
March 31, |
|
|
Percent |
|
|
|
2008 |
|
|
2007 |
|
|
change |
|
Interest and Dividend Income |
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans |
|
$ |
4,071 |
|
|
$ |
3,759 |
|
|
|
8.3 |
% |
Interest and dividends on securities: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury |
|
|
4 |
|
|
|
4 |
|
|
|
0.0 |
% |
U.S. Government agencies |
|
|
204 |
|
|
|
208 |
|
|
|
-1.9 |
% |
State and political subdivisions, nontaxable |
|
|
332 |
|
|
|
354 |
|
|
|
-6.2 |
% |
State and political subdivisions, taxable |
|
|
30 |
|
|
|
24 |
|
|
|
25.0 |
% |
Other securities |
|
|
45 |
|
|
|
47 |
|
|
|
-4.3 |
% |
Interest on federal funds sold |
|
|
13 |
|
|
|
18 |
|
|
|
-27.8 |
% |
|
|
|
|
|
|
|
|
|
|
Total interest and dividend income |
|
$ |
4,699 |
|
|
$ |
4,414 |
|
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on deposits |
|
$ |
2,000 |
|
|
$ |
1,819 |
|
|
|
10.0 |
% |
Interest on borrowings |
|
|
304 |
|
|
|
282 |
|
|
|
7.8 |
% |
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
$ |
2,304 |
|
|
$ |
2,101 |
|
|
|
9.7 |
% |
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
2,395 |
|
|
$ |
2,313 |
|
|
|
3.5 |
% |
Provision for Loan Losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses |
|
$ |
2,395 |
|
|
$ |
2,313 |
|
|
|
3.5 |
% |
|
|
|
|
|
|
|
|
|
|
Noninterest Income |
|
|
|
|
|
|
|
|
|
|
|
|
Service charge income |
|
$ |
275 |
|
|
$ |
235 |
|
|
|
17.0 |
% |
Net security gains |
|
|
6 |
|
|
|
1 |
|
|
|
500.0 |
% |
Net gains on sales of loans |
|
|
98 |
|
|
|
|
|
|
|
|
|
Write-down of LLC membership |
|
|
(88 |
) |
|
|
|
|
|
|
|
|
Other income |
|
|
236 |
|
|
|
190 |
|
|
|
17.9 |
% |
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
$ |
527 |
|
|
$ |
426 |
|
|
|
23.7 |
% |
|
|
|
|
|
|
|
|
|
|
Noninterest Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries |
|
$ |
980 |
|
|
$ |
862 |
|
|
|
13.7 |
% |
Employee benefits and costs |
|
|
304 |
|
|
|
272 |
|
|
|
11.8 |
% |
Occupancy expenses |
|
|
130 |
|
|
|
123 |
|
|
|
5.7 |
% |
Furniture and equipment related
expenses |
|
|
156 |
|
|
|
108 |
|
|
|
44.4 |
% |
Data processing |
|
|
144 |
|
|
|
140 |
|
|
|
2.9 |
% |
Stationery and printing |
|
|
117 |
|
|
|
38 |
|
|
|
207.9 |
% |
Postage |
|
|
42 |
|
|
|
60 |
|
|
|
-30.0 |
% |
Bank franchise tax |
|
|
66 |
|
|
|
61 |
|
|
|
8.2 |
% |
Other operating expenses |
|
|
518 |
|
|
|
376 |
|
|
|
37.8 |
% |
|
|
|
|
|
|
|
|
|
|
Total noninterest expenses |
|
$ |
2,457 |
|
|
$ |
2,040 |
|
|
|
20.4 |
% |
|
|
|
|
|
|
|
|
|
|
Net income before income taxes |
|
$ |
465 |
|
|
$ |
699 |
|
|
|
-33.5 |
% |
Income Taxes |
|
|
91 |
|
|
|
147 |
|
|
|
-38.1 |
% |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
374 |
|
|
$ |
552 |
|
|
|
-32.2 |
% |
|
|
|
|
|
|
|
|
|
|
Earnings Per Share, basic |
|
$ |
0.31 |
|
|
$ |
0.46 |
|
|
|
|
|
Earnings Per Share, diluted |
|
$ |
0.31 |
|
|
$ |
0.45 |
|
|
|
|
|
Additional Information About the Mergers and Where to Find It
Additional information about the proposed merger can be found in the definitive joint proxy
statement/prospectus. The definitive joint proxy statement/prospectus relating to the BOE special
meeting was filed with the SEC on March 31, 2008 and is available at www.sec.gov.
In connection with the proposed mergers, CBAC has filed with the SEC a registration statement on
Form S-4 to register the shares of CBAC common stock to be issued to the shareholders of TFC as
well as a registration statement on Form S-4 to register the shares of CBAC common stock to be
issued to the shareholders of BOE. Each registration statement includes a joint proxy
statement/prospectus, which has been mailed to the shareholders of CBAC and to the shareholders of
TFC or BOE, as applicable, seeking their approval of the applicable merger. In addition CBAC, TFC,
and BOE may file other relevant documents concerning the proposed mergers with the SEC.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENTS ON FORM S-4 AND THE
JOINT PROXY STATEMENT/PROSPECTUSES FILED WITH THE SEC AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGERS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT CBAC, TFC, AND BOE AND THE PROPOSED TRANSACTIONS. Investors and security holders may obtain
free copies of these documents through the website maintained by the SEC at
http://www.sec.gov. Free copies of both joint proxy statement/prospectuses also may be
obtained by directing a request by telephone or mail to: Community Bankers Acquisition Corp., 9912
Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attention: Investor Relations (telephone:
(703) 759-0751). Free copies of the joint proxy statement/prospectus relating to the proposed
merger of CBAC with TFC also may be obtained by directing a request by telephone or mail to:
TransCommunity Financial Corporation, 4235 Innslake Drive, Glen Allen, Virginia 23060, Attention:
Investor Relations (telephone: (804) 934-9999), or by accessing TFCs website at
http://www.TCFCorp.com under Investor Relations. Free copies of the joint proxy
statement/prospectus relating to the proposed merger of CBAC with BOE also may be obtained by
directing a request by telephone or mail to: BOE Financial Services of Virginia, Inc., 1325
Tappahannock Boulevard, Post Office Box 965, Tappahannock, Virginia 22560, Attention: Investor
Relations (telephone: (804) 443-4343), or by accessing BOEs website at
http://www.bankofessex.com under Investor Relations. The
information on BOEs and TFCs websites is not, and shall not be deemed to be, a part of this
release or incorporated into other filings either company, or CBAC, makes with the SEC.
CBAC, TFC and BOE and their respective directors, executive officers and members of management may
be deemed to be participants in the solicitation of proxies from the shareholders of BOE and TFC,
as applicable, and/or CBAC in connection with the mergers. Information about the directors and
executive officers of CBAC is set forth in the Annual Report on Form 10-K filed with the SEC on
March 31, 2008. Information about the directors and executive officers of TFC is set forth in the
Annual Report on Form 10-K filed with the SEC on March 31, 2008. Information about the directors
and executive officers of BOE is set forth in the Annual Report on Form 10-K filed with the SEC on
March 31, 2008. Additional information regarding the interests of these participants and other
persons who may be deemed participants in the mergers may be obtained by reading the joint proxy
statement/prospectuses regarding the mergers filed with the SEC on March 31, 2008.
Caution Regarding Forward-Looking Statements
Statements made in this release, other than those concerning historical financial information, may
be considered forward-looking statements, which speak only as of the date of this release and are
based on current expectations and involve a number of assumptions. These include statements as to
the anticipated benefits of the mergers, including future financial and operating results, cost
savings and enhanced revenues that may be realized from the mergers as well as other statements of
expectations regarding the mergers and any other statements regarding future results or
expectations. Each of CBAC, TFC and BOE intends such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor
provisions. The companies respective abilities to predict results, or the actual effect of future
plans or strategies, are inherently uncertain. Factors which could have a material effect on the
operations and future prospects of each of CBAC, TFC and BOE and the surviving corporation, include
but are not limited to: (1) the businesses of CBAC, TFC, and BOE may not be integrated successfully
or such integration may be more difficult, time-consuming or costly than expected; (2) expected
revenue synergies and cost savings from the mergers may not be fully realized or realized within
the expected time frame; (3) revenues following the mergers may be lower than expected; (4)
customer and employee relationships and business operations may be disrupted by the mergers; (5)
the ability to obtain required regulatory and stockholder approvals, and the ability to complete
the mergers on the expected timeframe may be more difficult, time-consuming or costly than
expected; (6) changes in interest rates, general economic conditions, legislative/regulatory
changes, monetary and fiscal policies of the U.S. government, including policies of the U.S.
Treasury and the Federal Reserve Board may adversely impact income; (7) changes in the quality and
composition of the loan and securities portfolios, demand for loan products, deposit flows,
competition, demand for financial services in BOEs and TFCs market areas may adversely affect
operations; (8) CBAC, TFC and BOEs implementation of new technologies and their ability to develop
and maintain secure and reliable electronic systems may impact their respective businesses; (9)
changes in accounting principles, policies, and guidelines may impact reported earnings; and (10)
other risk factors detailed from time to time in filings made by CBAC, BOE or TFC with the SEC may
be associated with their respective businesses. CBAC, TFC and BOE undertake no obligation to
update or clarify these forward-looking statements, whether as a result of new information, future
events or otherwise.
This release shall not constitute an offer to sell or the solicitation of an offer to buy
securities in any jurisdiction in which such solicitation would be unlawful.
Source: BOE Financial Services of Virginia, Inc