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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For quarterly period Ended March 31, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______

Commission File No. 0-12896 (1934 Act)

OLD POINT FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia 54-1265373
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
 
1 West Mellen Street, Hampton, VA 23663
(Address of principal executive offices) (Zip Code)
 
(757)722-7451
(Registrant's telephone number,
  including area code)
 

Not Applicable

        Former name, former address and former fiscal year, if changed since last report.

        Check whether the registrant (1) has filed all reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act) Yes ___ No X

State the number of shares outstanding of each of the issuer’s classes of common stock as of March 31, 2004.

Class Outstanding at March 31, 2004
Common Stock, $5.00 par value 3,990,151 shares

OLD POINT FINANCIAL CORPORATION

FORM 10-Q

INDEX

PART I - FINANCIAL INFORMATION

    Page
Item 1. Financial Statements 1
 
  Consolidated Balance Sheets
      March 31, 2004 and December 31, 2003 1
 
Consolidated Statement of Earnings
    Three months ended March 31, 2004 and 2003 2
 
Consolidated Statement of Cash Flows
    Three months ended March 31, 2004 and 2003 3
 
Consolidated Statements of Changes in Stockholders' Equity
    Three months ended March 31, 2004 and 2003 4
 
Notes to Consolidated Financial Statements 5
 
    Parent Only Balance Sheets
        March 31, 2004 and December 31, 2003 7
 
    Parent Only Statement of Earnings
        Three months ended March 31, 2004 and 2003 7
 
    Parent Only Statement of Cash Flows
        Three months ended March 31, 2004 and 2003 8
 
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
 
    Analysis of Changes in Net Interest Income 10
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
 
Item 4. Controls and Procedures 16
 

PART II - OTHER INFORMATION

 
Item 6. Exhibits and Reports on Form 8-K 17

 (i) 



Unaudited March 31, December 31,
Consolidated Balance Sheets 2004  2003 

ASSETS    
 
Cash and due from banks $ 17,201,150  $ 18,383,840 
Federal funds sold  22,060,458   14,969,009 
  Cash and cash equivalents   39,261,608   33,352,849 
Securities available for sale  181,261,180  172,859,448 
Securities held to maturity  11,588,922  12,389,178 
Loans, net of allowance for loan losses of
$4,830,382 and $4,832,658 401,827,938  400,278,561 
Foreclosed assets 47,654  -- 
Premises and equipment, net  14,260,365  14,163,103 
Other assets 12,538,820  12,871,506 
  $660,786,487  $645,914,645 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Deposits:
  Non interest-bearing deposits $121,775,232  $114,100,535 
  Savings deposits 182,107,287  179,668,299 
  Time deposits 205,251,116  196,653,326 
   Total deposits 509,133,635  490,422,160 
Federal funds purchased and repurchase agreements 31,131,901  38,006,842 
Demand notes issued to the United States Treasury 995,106  1,810,659 
Federal Home Loan Bank advances 50,000,000  50,000,000 
Accrued expenses and other liabilities 3,506,629  2,376,348 
   Total liabilities 594,767,271  582,616,009 
 
Stockholder's Equity:
Common stock, $5 par value, 10,000,000 shares authorized;
  3,990,151 and 3,976,019 shares issued 19,950,755  19,880,095 
Additional paid-in capital 12,871,588  12,433,007 
Retained earnings 31,410,437  30,245,571 
Accumulated other comprehensive income (loss) 1,786,436  739,963 
   Total stockholders' equity 66,019,216  63,298,636 
  $660,786,487  $645,914,645 

 1 



Three Months Ended
Consolidated Statements of Earnings March 31
2004 2003

Interest Income
 
Interest and fees on loans $6,438,890  $6,686,479 
Interest on federal funds sold 42,604  60,718 
Interest on securities:
Interest on United States Treasury securities (taxable) 16,781  23,898 
Interest on obligations of other
  United States Government agencies (taxable) 1,134,946  1,009,867 
Interest on obligations of states and
  political subdivisions (tax exempt) 494,901  567,331 
Interest on obligations of states and
  political subdivisions (taxable) 21,933  18,791 
Interest on trading account securities
Dividends and interest on all other securities 31,073  27,402 
    Total interest and dividend income 8,181,128  8,394,486 
 
Interest Expense
 
Interest on savings deposits 235,466  307,703 
Interest on time deposits 1,352,561  1,750,924 
Interest on federal funds purchased and securities
  sold under agreement to repurchase 62,454  63,157 
Interest on Federal Home Loan Bank advances 539,807  493,118 
Interest on demand notes (note balances) issued to the
  United States Treasury and on other borrowed money 3,267  5,438 
    Total interest expense 2,193,555  2,620,340 
 
Net interest income 5,987,573  5,774,146 
Provision for loan losses 150,000  300,000 
 
Net interest income after provision for loan losses 5,837,573  5,474,146 
 
Other Income
Income from fiduciary activities 671,109  551,536 
Service charges on deposit accounts 748,367  713,915 
Other service charges, commissions and fees 406,706  310,442 
Other operating income 170,209  219,968 
Security gains (losses) 151,553  5,581 
Trading account income 0  0 
    Total other income 2,147,944  1,801,442 
 
Other Expenses
 
Salaries and employee benefits 3,208,654  2,921,688 
Occupancy expense of Bank premises 342,246  305,602 
Furniture and equipment expense 401,218  408,880 
Other operating expenses 1,176,598  1,030,390 
    Total other expenses 5,128,716  4,666,560 
 
Income before income taxes 2,856,801  2,609,028 
Income tax expenses 764,322  656,033 
 
Net income $2,092,479  $1,952,995 
 
Earnings per share:
   Based on weighted average number of common shares
     outstanding 3,983,561  3,941,222 
Basic earnings per share $         0.53  $         0.50 
Diluted earnings per share $         0.51  $         0.48 

 2 



OLD POINT FINANCIAL CORPORATION Three Months Ended
Consolidated Statements of Cash Flows March 31,
(Unaudited) 2004 2003

CASH FLOWS FROM OPERATING ACTIVITIES     
Net income  $   2,092,479  $   1,952,995 
Adjustments to reconcile net income to net cash 
provided by operating activities: 
Depreciation and amortization  323,016  331,106 
Provision for loan losses  150,000  300,000 
(Gains) loss on sale of investment securities, net  (151,553) (5,581)
Net amortization and accretion of securities  11,079  12,919 
Net (increase) decrease in trading account 
Loss on disposal of equipment  192  215 
(Increase) in other real estate owned  (47,654) (579,093)
(Increase) decrease in other assets 
   (net of tax effect of FASB 115 adjustment)  (206,406) (250,712)
Increase (decrease) in other liabilities  1,130,282  803,897 
   Net cash provided by operating activities  3,301,435  2,565,746 
 
CASH FLOWS FROM INVESTING ACTIVITIES 
Purchases of securities  (41,534,656) (39,104,782)
Proceeds from maturities and calls of securities  28,884,000  36,400,000 
Proceeds from sales of available - for - sale securities  6,775,219  649,857 
Proceeds from sales of held - to - maturity securities 
Loans made to customers  (43,922,455) (58,277,795)
Principal payments received on loans  42,223,077  50,356,116 
Proceeds from sales of other real estate owned 
Purchases of premises and equipment  (420,470) (265,409)
   Net cash provided by (used in) investing activities  (7,995,285) (10,242,013)
 
CASH FLOWS FROM FINANCING ACTIVITIES 
Increase (decrease) in non-interest bearing deposits  7,674,697  7,755,804 
Increase (decrease) in savings deposits  2,438,988  284,644 
Proceeds from the sale of certificates of deposit  28,520,606  23,573,141 
Payments for maturing certificates of deposit  (19,922,816) (19,490,744)
Increase (decrease) in federal funds purchased and     
   repurchase agreements  (6,874,941) 836,237 
Increase (decrease) in Federal Home Loan Bank advances  5,000,000 
Increase (decrease) in other borrowed money  (815,553) (5,274,901)
Proceeds from issuance of common stock  179,700  103,296 
Dividends paid  (598,072) (473,037)
   Net cash provided by financing activities  10,602,609  12,314,440 
 
Net increase (decrease) in cash and cash equivalents  5,908,759  4,638,173 
Cash and cash equivalents at beginning of period  33,352,849  23,146,394 
Cash and cash equivalents at end of period  $ 39,261,608  $ 27,784,567 
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 
Cash payments for: 
    Interest  2,173,281  2,656,643 
    Income taxes 
 
SUPPLEMENTAL SCHEDULE OF NONCASH TRANSACTIONS 
Unrealized gain (loss) on investment securities, net of tax  1,046,473  157,805 
 
Additional minimum liability related to pension 
 
Transfer of property from Premises and Equipment to Other Real Estate Owned 
 
 
See accompanying notes 

3



OLD POINT FINANCIAL CORPORATION  
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY  
Unaudited         Accumulated  
  Other Total
  Common Stock Par Capital Retained Comprehensive Stockholder's
  Shares Value Surplus Earnings Income (Loss) Equity

FOR THREE MONTHS ENDED MARCH 31, 2004
 
Balance at beginning of period 3,976,019  $19,880,095  $12,433,007  $30,245,571  $   739,963 $63,298,636 
   Comprehensive income:
     Net income --  --  --  2,092,479  --  2,092,479 
   Increase (decrease) in unrealized
     gain on investment securities --  --  --  --  1,046,473  1,046,473 
   Minimum pension liability adjustment --  --  --  --  --  -- 
       Total Comprehensive Income       2,092,479  1,046,473  3,138,952 
   Sale of common stock 14,132  70,660  438,581  (329,541) --  179,700 
   Cash dividends   --  --  (598,072) --  (598,072)
Balance at end of period 3,990,151  $19,950,755  $12,871,588  $31,410,437  $ 1,786,436  $66,019,216 
 
 
FOR THREE MONTHS ENDED MARCH 31, 2003
 
Balance at beginning of period 3,936,720  $19,683,600  $11,165,496  $25,597,568  $ 1,668,810 $58,115,474 
   Comprehensive income:
     Net income --  --  --  1,952,995  --  1,952,995 
   Increase (decrease) in unrealized
     gain on investment securities --  --  --  --  157,805  157,805 
   Minimum pension liability adjustment --  --  --  --  --  -- 
       Total Comprehensive Income       1,952,995  157,805  2,110,800 
   Sale of common stock 7,350  36,750  165,320  (98,774) --  103,296 
   Cash dividends   --  --  (473,037) --  (473,037)
Balance at end of period 3,994,070  $19,720,350  $11,330,816  $26,978,752  $ 1,826,615  $59,856,533 
 
 

See accompanying notes

4


OLD POINT FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

The accounting and reporting policies of the Registrant conform to generally accepted accounting principles and to the general practices within the banking industry. The interim financial statements have not been audited; however, in the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements have been included. These adjustments include estimated provisions for bonus, profit sharing and pension plans that are settled at year-end. These financial statements should be read in conjunction with the financial statements included in the Registrant’s 2003 Annual Report to Shareholders and Form 10-K.


2.

Basic earnings per common share outstanding are computed by dividing income by the weighted average number of outstanding common shares for each period presented. Diluted earnings per share are computed using the treasury stock method.


3.

Certain amounts in the financial statements have been reclassified to conform with classifications adopted in the current year.


4.

At March 31, 2004 the Company had two stock option plans. The Company has elected to continue to apply the provisions of APB No. 25 and related interpretations in accounting for stock options and to continue to provide the pro forma disclosure requirements of SFAS No. 123, as amended by SFAS No. 148, “Accounting For Stock-Based Compensation – Transition and Disclosure”, in the table below. Under APB No. 25, compensation cost for stock options is measured as the excess, if any, of the fair market value of the Company’s common stock at the date of grant over the amount the employee or director must pay to acquire the stock. Because the Company’s stock option plans provide for the issuance of stock options at a price of no less than the fair market value at the date of the grant, no compensation cost is required to be recognized for the Company’s stock option plans.


  Had compensation costs for the stock option plans been determined based upon the fair value at the date of grant consistent with SFAS No. 123, net income and earnings per share would have been reduced to the pro forma amounts indicated in the following table on page 6.

5


Old Point Financial Corporation

Pro forma disclosure SFAS No. 123 as amended by SFAS No. 148

Three Months Ended
March 31,
 
  2004 2003
Net income:    
   As reported $     2,092,479  $      1,952,995 
 
   Fair value-based expense, net of tax 0  (157,000)
   Pro forma $     2,092,479  $      1,795,995 
 
Basic earnings per share:
   As reported $              0.53  $              0.50 
 
   Pro forma $              0.53  $              0.46 
 
Diluted earnings per share:
   As reported $              0.51  $              0.48 
 
   Pro forma $              0.51  $              0.44 

6



OLD POINT FINANCIAL CORPORATION
Parent Only Balance Sheets March 31, December 31,
Unaudited 2004 2003

ASSETS    
Cash in bank $   113,011  $   634,734 
Investment securities 2,107,810  2,284,300 
Total Loans
Investment in subsidiaries 63,723,582  60,390,192 
Other assets 96,098  (10,590)
 
  $66,040,501  $63,298,636 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Total liabilities $ 21,285
Stockholders' equity 66,019,216  63,298,636 
 
  $66,040,501  $63,298,636 

OLD POINT FINANCIAL CORPORATION Three Months Ended
Parent Only Income Statements March 31,
(Unaudited) 2004 2003

Income    
Cash dividends from subsidiary $   600,000  $    500,000 
Interest and fees on loans --  -- 
Interest income from investment securities 23,943  26,608 
Securities gains (losses) 127,166  -- 
Other income 36,000  36,000 
Total Income 787,109  562,608 
 
Expenses
Interest on borrowed money --  -- 
Salaries and employee benefits 80,092  75,042 
Other expenses 29,687  30,353 
Total Expenses 109,779  105,395 
Income before taxes and undistributed
    net income of subsidiary 677,330  457,213 
 
Income tax 21,285  (20,230)
Net income before undistributed
  net income of subsidiary 656,045  477,443 
Undistributed net income of subsidiary 1,436,434  1,475,552 
 
Net Income $2,092,479  $1,952,995 

7



OLD POINT FINANCIAL CORPORATION Three Months Ended
Parent Only Statements of Cash Flows March 31,
(Unaudited) 2004 2003

CASH FLOWS FROM OPERATING ACTIVITIES    
Net income (loss) $ 2,092,479  $ 1,952,995 
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Equity in undistributed (earnings) losses of subsidiaries (1,436,434) (1,475,552)
   (Gain) or loss on sales of assets --  -- 
    (Increase) decrease in other assets (80,681) (93,695)
    Increase (decrease) in other liabilities 21,285  -- 
Net cash provided (used) by operating activities 596,649  383,748 
 
CASH FLOWS FROM INVESTING ACTIVITIES
Sales / maturities of investment securities 100,000  -- 
Purchases of investment securities --  -- 
Payments for investments in and advances to subsidiaries --  -- 
(Purchase) / sale of premises and equipment --  -- 
Loans to customers --  -- 
Net cash provided (used) by investing activities 100,000  -- 
 
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances from subsidiaries (800,000) -- 
Proceeds from issuance of common stock 179,700  103,296 
Dividends paid (598,072) (473,037)
Net cash provided (used) by financing activities (1,218,372) (369,741)
 
Net increase (decrease) in cash and due from banks (521,723) 14,007 
Cash and due from banks at beginning of period 634,734  247,784 
Cash and due from banks at end of period $    113,011  $    261,791 

8


Item 2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations

Earnings Summary

Net income for the first quarter of 2004 increased 7.14% to $2.09 million from $1.95 million for the comparable period in 2003. Basic earnings per share were $0.53 in the first quarter of 2004 compared with $0.50 in 2003.

Return on average assets was 1.30% for the first quarter of 2004 and 1.34% for the comparable period in 2003. Return on average equity was 12.79% for the first quarter of 2004 and 13.14% for the first quarter of 2003.

Net Interest Income

The principal source of earnings for the Company is net interest income. Net interest income is the difference between interest and fees generated by earning assets and interest expense paid to fund them. Net interest income, on a fully tax equivalent basis, increased $176 thousand, or 2.89%, for the first quarter of 2004 over 2003. The net interest yield, defined as the ratio of net interest income on a fully tax equivalent basis to total earning assets, decreased to 4.16% in 2004 from 4.44% in 2003.

Tax equivalent interest income decreased $251 thousand, or 2.88% in the first quarter of 2004 from the same period of 2003. Average earning assets increased $53.73 million, or 9.81% in the first quarter of 2004 compared to the first quarter of 2003. Comparing the first three months of 2004 to 2003, average loans increased $25.04 million or 6.61% while investment securities increased $31.56 million or 21.35%. Certificates of deposit decreased $6.38 million or 3.08% while checking and savings accounts increased $18.75 million or 11.62%.

Interest expense decreased $427 thousand or 16.30% in the first quarter of 2004 from the first quarter of 2003. Interest bearing liabilities increased $30.60 million or 7.08 % in the first quarter of 2004 over the same period in 2003. The cost of funding those liabilities decreased 53 basis points from 2003.

Page 10 shows an analysis of average earning assets, interest bearing liabilities and rates and yields.

9


OLD POINT FINANCIAL CORPORATION  
NET INTEREST INCOME ANALYSIS For the quarter ended March 31,
(Fully taxable equivalent basis)*   2004     2003  

      Average     Average
    Interest Rates   Interest Rates
  Average Income/ Earned/ Average Income/ Earned/
Dollars in thousands Balance Expense Paid Balance Expense Paid

Loans (net of unearned income)** $403,866  $6,457  6.40% $378,829  $6,706  7.08%
Investment securities:
  Taxable 137,498  1,205  3.51% 99,899  1,080  4.32%
  Tax-exempt 41,870  750  7.17% 47,912  859  7.17%
    Total investment securities 179,368  1,955  4.36% 147,811  1,939  5.25%
Federal funds sold 18,384  43  0.94% 21,251  61  1.15%
  Total earning assets $601,618  $8,455  5.62% $547,891 $8,706 6.36%
 
Time and savings deposits:
  Interest-bearing transaction accounts $    5,716  $       4  0.28% $8,765  $     10  0.46%
  Money market deposit accounts 134,284  181  0.54% 118,031  223  0.76%
  Savings accounts 40,069  50  0.50% 34,525  75  0.87%
  Certificates of deposit, $100,000 or more 57,558  356  2.47% 56,931  447  3.14%
  Other certificates of deposit 143,187  997  2.79% 150,195  1,304  3.47%
    Total time and savings deposits 380,814  1,588  1.67% 368,447  2,059  2.24%
 
Federal funds purchased and securities sold
  under agreement to repurchase 30,159  62  0.82% 23,000  63  1.10%
Federal Home Loan Bank advances 50,000  540  4.32% 38,763  493  5.09%
Other short term borrowings 1,631  3  0.74% 1,795  5  1.11%
  Total interest bearing liabilities $462,604  2,193  1.90% $432,005 2,620 2.43%
 
Net interest income/yield   $6,262  4.16%   $6,086 4.44%

* Tax equivalent yields based on 34% tax rate.
** Nonaccrual loans are included in the average loan balances and income on such loans is recognized on a cash basis

10


Provision/Allowance for Loan Losses

The provision for loan losses is a charge against earnings necessary to maintain the allowance for loan losses at a level consistent with management’s evaluation of the portfolio.

The provision for loan losses was $150 thousand for the first three months of 2004, down from $300 thousand in the comparable period in 2003. Loans charged off (net of recoveries) were $152 thousand compared with loans charged off (net of recoveries) of $194 thousand in the first three months of 2003.

On March 31, 2004 nonperforming assets totaled $599 thousand compared with $1.41 million on March 31, 2003. The March 2004 total consisted of $47 thousand in foreclosed real estate, $165 thousand in a former branch site now listed for sale, and $387 thousand in nonaccrual loans. The March 2003 total consisted of $1.24 million in foreclosed real estate and $165 thousand in a former branch site now listed for sale. Loans still accruing interest but past due 90 days or more increased to $1.52 million as of March 31, 2004 compared with $396 thousand as of March 31, 2003.

The allowance for loan losses on March 31, 2004 was $4.83 million compared with $4.67 million on March 31, 2003. It represented a multiple of 8.06 times nonperforming assets and 12.49 times nonperforming loans. The allowance for loan losses was 1.19% and 1.21% of loans on March 31, 2004 and 2003 respectively.

Other Income

For the first quarter of 2004 other income increased $347 thousand, or 19.23% over the same period in 2003. The increase in income is attributed to increases in income from fiduciary activities, other service charges, commissions and fees and securities gains.

Other Expenses

For the first quarter of 2004 total other expenses increased $462 thousand or 9.90% over the first quarter of 2003. Other operating expenses increased $146 thousand or 14.19%. Salaries and employee benefits increased $287 thousand or 9.82%. Occupancy expenses increased $37 thousand or 11.99%.

Assets

At March 31, 2004 total assets were $660.79 million, up 2.30% from $645.91 million at December 31, 2003. Total loans grew $1.55 million or 0.39%. Investment securities and federal funds sold increased by $14.69 million, or 7.34% in 2004.

Total deposits increased $18.71 million, or 3.82% in 2004. Securities sold under agreement to repurchase decreased $6.87 million, or 18.09% in 2004.

11


Capital Ratios

The Company’s capital position remains strong as evidenced by the regulatory capital measurements. At March 31, 2004 the Tier I capital ratio was 14.07%, the total capital ratio was 15.17% and the leverage ratio was 9.64%. These ratios were all well above the regulatory minimum levels of 4.00%, 8.00%, and 3.00%, respectively.

Capital Resources

The Company purchased land in April of 2004 for an additional branch location in Isle of Wight. The branch is anticipated to open in early 2005.

The Company purchased a vacant building in October 2003. The building is being renovated and will be used as office space for bank personnel. The renovations are expected to be completed in the later portion of the 2nd quarter of 2004.

An additional branch location in Williamsburg is expected to open in late 2004 on land purchased by the Company in 2000.

The Company believes that it has adequate internal and external resources available to fund its capital expenditure requirements.

Liquidity

Liquidity is the ability of the Company to meet present and future obligations to depositors and borrowers. The Company experienced deposit growth which met targeted projections and loan growth that was slightly less than targeted projections in the first three months of 2004. The Company continues to monitor and seek investment opportunities in the current rate environment.

Effects of Inflation

Management believes that the key to achieving satisfactory performance is its ability to maintain or improve its net interest margin and to generate additional fee income. The Company’s policy of investing in and funding with interest sensitive assets and liabilities is intended to reduce the risks inherent in a volatile economy.

Critical Accounting Policies

The Company’s consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The Company continually evaluates the accounting policies and estimates it uses to prepare the consolidated financial statements. In general, management’s estimates are based on historical experience, on information from first party professionals and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

12


Allowance for Loan Losses

The allowance for loan losses is an estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting. (1) Statement of Financial Accounting Standards (SFAS) No. 5 “Accounting for Contingencies”, which requires that losses be accrued when they are probable of occurring and estimable and (2) SFAS No. 114, “Accounting by Creditors for Impairment of a Loan”, which requires that losses be accrued based on the differences between that value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

In evaluating the adequacy of the allowance for loan losses, the Company has divided the loan portfolio into nine pools of loans. Allocation percentages are applied to the loan pools utilizing the following factors:

1. economic trends and conditions
2. trends in volume and terms of loans
3. delinquency and non-accruals
4. lending policies
5. lending management and staff
6. concentrations of credit


The Company also maintains a four-year loss experience history on each category of loan. Using the six factors listed above, management can modify the allocation from the four-year historical average.

Changes in the financial condition of individual borrowers, in economic conditions, in historical loss experience and in the conditions of the various markets in which collateral may be sold all affect the required level of the allowance for loan losses and the associated provision for loan losses.

Deferred Loan Fees / Costs

As part of the lending process, the Company receives fees from borrowers or potential borrowers related to loans underwritten. All origination fees received in the origination of a loan that are not pass-through fees, and certain direct origination costs are deferred and amortized over the life of the loan.

Other Real Estate Owned

The Company records Other Real Estate Owned on the financial statement at fair value. Fair value is typically determined based on appraisals by first parties, less estimated costs to sell. The Company monitors the fair value of Other Real Estate Owned and adjusts the carrying value on the financial statement accordingly.

13


Income Taxes

The Company recognizes expense for federal income and state bank franchise taxes payable as well as deferred federal income taxes for estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the consolidated financial statements. Income and franchise tax returns are subject to audit by the IRS and state taxing authorities. Income and franchise tax expense for current and prior periods is subject to adjustment based on the outcome of such audits. The Company believes it has adequately provided for all taxes payable.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Sensitivity

Old Point Financial Corporation does not have any risk sensitive instruments entered into for trading purposes.

Trading market risk is the risk to net income from changes in the fair values of assets and liabilities that are marked-to-market through the income statement. The Company does not carry a trading portfolio and is currently not exposed to trading risk.

Old Point Financial Corporation does have risk sensitive instruments entered into for other than trading purposes. Based on scheduled maturities, the Company was liability sensitive as of March 31, 2004. There were $121 million more in liabilities than assets subject to repricing within three months. As of December 31, 2003, the Company had $130 million more in liabilities than assets subject to repricing within three months.

When the company is liability sensitive, net interest income should improve if interest rates fall since liabilities will reprice faster than assets. Conversely, if interest rates rise, net interest income should decline. It should be noted, however, that deposits totaling $182.11 million; which consist of interest checking, money market, and savings accounts; are less interest sensitive than other market driven deposits. In a rising rate environment these deposit rates have historically lagged behind the changes in earning asset rates, thus mitigating somewhat the impact from the liability sensitivity position.

Market risk is the risk of loss due to changes in instrument values or earnings variations caused by changes in interest rates, commodity prices and market variables such as equity price risk. Old Point Financial Corporation’s equity price risk is immaterial and the company’s primary exposure is to interest rate risk.

Non-trading market risk is the risk to net income from changes in interest rates on asset and liabilities, other than trading. The risk arises through the potential mismatch resulting from timing differences in repricing of loans and deposits. Old Point Financial Corporation monitors this risk by reviewing the timing differences and using a portfolio rate shock model that projects various changes in interest income under a changing rate environment of up to plus or minus 300 basis points. The rate shock model reveals that a 100 basis point drop in rates would cause approximately a 2.25% decrease in net income. The rate shock model reveals that a 100 basis point rise in rates would cause approximately a 3.83% increase in net income and that a 200 basis point rise in rates would cause approximately a 4.88% increase in net income at March 31, 2004.

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Item 4. Controls and Procedures

Within the 90 day period prior to filing of this report, an evaluation was carried out under the supervision and with the participation of Old Point Financial Corporation’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule [13a-14(c) /15d-14(c)] under the Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are, to the best of their knowledge, effective to ensure that information required to be disclosed by Old Point Financial Corporation in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, the Company did not make any significant changes in, nor take any corrective actions regarding its internal controls or other factors that could significantly affect these controls.

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PART II — OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits
 
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 from the Company's Chief Executive Officer
 
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 from the Company's Chief Financial Officer
 
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 from the Company's Chief Executive Officer
 
32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 from the Company's Chief Financial Officer
 
(b) Two reports on Form 8-K were filed during the first quarter of 2004.
January 20, 2004, a Form 8-K, which included a press release,
dated January 15, 2004 announcing earnings and other financial
results for the fourth quarter of 2003.
 
February 24, 2004, a Form 8-K, which included a press release,
dated February 23, 2004 announcing the election of James Reade
Chisman and Melvin R. Zimm to the Board of Directors of Old Point
Financial Corporation.

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SIGNATURES

        In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OLD POINT FINANCIAL CORPORATION

May 10, 2004

By: /s/Robert F. Shuford
Robert F. Shuford
President and Chief Executive Officer
 
By: /s/Laurie D. Grabow
Laurie D. Grabow
Senior Vice President and CFO

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