C&Fファイナンシャルの四半期報告

http://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpense0000913341--12-31Q3falseC & F FINANCIAL CORPORATIONhttp://fasb.org/us-gaap/2024#OtherAssetshttp://fasb.org/us-gaap/2024#OtherLiabilitieshttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpensehttp://fasb.org/us-gaap/2024#OtherNoninterestExpense0000913341cffi:ShareRepurchaseProgram2024Member2024-09-300000913341cffi:ShareRepurchaseProgram2024Member2024-07-012024-09-300000913341cffi:ShareRepurchaseProgram2024Member2024-01-012024-09-300000913341cffi:ShareRepurchaseProgram2022Member2023-07-012023-09-300000913341cffi:ShareRepurchaseProgram2022Member2023-01-012023-09-300000913341us-gaap:CommonStockMember2024-07-012024-09-300000913341us-gaap:CommonStockMember2024-01-012024-09-300000913341us-gaap:CommonStockMember2023-07-012023-09-300000913341us-gaap:CommonStockMember2023-01-012023-09-300000913341us-gaap:RetainedEarningsMember2024-09-300000913341us-gaap:NoncontrollingInterestMember2024-09-300000913341us-gaap:CommonStockMember2024-09-300000913341us-gaap:AdditionalPaidInCapitalMember2024-09-300000913341us-gaap:RetainedEarningsMember2024-06-300000913341us-gaap:NoncontrollingInterestMember2024-06-300000913341us-gaap:CommonStockMember2024-06-300000913341us-gaap:AdditionalPaidInCapitalMember2024-06-3000009133412024-06-300000913341us-gaap:RetainedEarningsMember2023-12-310000913341us-gaap:NoncontrollingInterestMember2023-12-310000913341us-gaap:CommonStockMember2023-12-310000913341us-gaap:AdditionalPaidInCapitalMember2023-12-310000913341us-gaap:RetainedEarningsMember2023-09-300000913341us-gaap:NoncontrollingInterestMember2023-09-300000913341us-gaap:CommonStockMember2023-09-300000913341us-gaap:AdditionalPaidInCapitalMember2023-09-300000913341us-gaap:RetainedEarningsMember2023-06-300000913341us-gaap:NoncontrollingInterestMember2023-06-300000913341us-gaap:CommonStockMember2023-06-300000913341us-gaap:AdditionalPaidInCapitalMember2023-06-3000009133412023-06-300000913341srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2022-12-310000913341us-gaap:RetainedEarningsMember2022-12-310000913341us-gaap:NoncontrollingInterestMember2022-12-310000913341us-gaap:CommonStockMember2022-12-310000913341us-gaap:AdditionalPaidInCapitalMember2022-12-310000913341srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2022-12-310000913341us-gaap:RestrictedStockMember2023-12-310000913341us-gaap:RestrictedStockMember2023-09-300000913341us-gaap:RestrictedStockMember2022-12-310000913341cffi:NonemployeeDirectorsMemberus-gaap:RestrictedStockMember2024-01-012024-09-300000913341cffi:EmployeesMemberus-gaap:RestrictedStockMember2024-01-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-07-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-01-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-01-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-01-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-07-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-07-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-07-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2023-01-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-01-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-01-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-01-012023-09-300000913341us-gaap:NoncontrollingInterestMember2023-07-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2024-07-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:ReclassificationOfRecognizedNetActuarialLossesMember2024-07-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2024-01-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:ReclassificationOfRecognizedNetActuarialLossesMember2024-01-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2023-07-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:ReclassificationOfRecognizedNetActuarialLossesMember2023-07-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2023-01-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:ReclassificationOfRecognizedNetActuarialLossesMember2023-01-012023-09-300000913341us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-07-012024-09-300000913341us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-01-012024-09-300000913341us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-07-012023-09-300000913341us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-01-012023-09-300000913341us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300000913341us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-07-012024-09-300000913341us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-07-012024-09-300000913341us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-09-300000913341us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-01-012024-09-300000913341us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-01-012024-09-300000913341us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-012023-09-300000913341us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2023-07-012023-09-300000913341us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-07-012023-09-300000913341us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-09-300000913341us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2023-01-012023-09-300000913341us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-01-012023-09-300000913341cffi:BestEffortsForwardSalesContractsMembercffi:MortgageBankingSegmentMember2024-09-300000913341cffi:MortgageBankingSegmentMember2024-09-300000913341cffi:BestEffortsForwardSalesContractsMembercffi:MortgageBankingSegmentMember2023-12-310000913341cffi:MortgageBankingSegmentMember2023-12-310000913341cffi:CFMortgageMembercffi:CFSelectLlcMember2024-09-300000913341us-gaap:NoncontrollingInterestMember2024-07-012024-09-300000913341us-gaap:NoncontrollingInterestMember2024-01-012024-09-300000913341us-gaap:NoncontrollingInterestMember2023-01-012023-09-300000913341us-gaap:IndemnificationGuaranteeMember2023-12-310000913341us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300000913341us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:AmortizationOfHedgingGainsIntoNetIncomeMember2024-01-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:AmortizationOfHedgingGainsIntoNetIncomeMember2023-07-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:AmortizationOfHedgingGainsIntoNetIncomeMember2023-01-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:DefinedBenefitPlansTaxTaxEffectsMember2024-07-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:DefinedBenefitPlansTaxTaxEffectsMember2024-01-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:CashFlowHedgesTaxEffectsMember2024-01-012024-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:DefinedBenefitPlansTaxTaxEffectsMember2023-07-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:SecuritiesAvailableForSaleTaxEffectsMember2023-01-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:DefinedBenefitPlansTaxTaxEffectsMember2023-01-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:CashFlowHedgesTaxEffectsMember2023-01-012023-09-300000913341us-gaap:OtherIntangibleAssetsMember2024-09-300000913341us-gaap:CoreDepositsMember2024-09-300000913341us-gaap:OtherIntangibleAssetsMember2023-12-310000913341us-gaap:CoreDepositsMember2023-12-310000913341us-gaap:CommercialRealEstateMemberus-gaap:ExtendedMaturityMember2024-07-012024-09-300000913341us-gaap:ExtendedMaturityMember2024-07-012024-09-300000913341us-gaap:ResidentialMortgageMemberus-gaap:InterestRateBelowMarketReductionMember2024-01-012024-09-300000913341us-gaap:ResidentialMortgageMemberus-gaap:ExtendedMaturityMember2024-01-012024-09-300000913341us-gaap:CommercialRealEstateMemberus-gaap:ExtendedMaturityMember2024-01-012024-09-300000913341us-gaap:InterestRateBelowMarketReductionMember2024-01-012024-09-300000913341us-gaap:ExtendedMaturityMember2024-01-012024-09-300000913341us-gaap:ResidentialMortgageMemberus-gaap:ExtendedMaturityMember2023-07-012023-09-300000913341us-gaap:CommercialRealEstateMemberus-gaap:ExtendedMaturityMember2023-07-012023-09-300000913341us-gaap:ExtendedMaturityMember2023-07-012023-09-300000913341us-gaap:ResidentialMortgageMemberus-gaap:ExtendedMaturityMember2023-01-012023-09-300000913341us-gaap:CommercialRealEstateMemberus-gaap:InterestRateBelowMarketReductionMember2023-01-012023-09-300000913341us-gaap:CommercialRealEstateMemberus-gaap:ExtendedMaturityMember2023-01-012023-09-300000913341us-gaap:InterestRateBelowMarketReductionMember2023-01-012023-09-300000913341us-gaap:ExtendedMaturityMember2023-01-012023-09-300000913341cffi:DemandDepositOverdraftsMember2024-01-012024-09-300000913341cffi:DemandDepositOverdraftsMember2023-01-012023-09-300000913341cffi:CreditRatingVeryGoodMembercffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2024-09-300000913341cffi:CreditRatingVeryGoodMembercffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMember2024-09-300000913341cffi:CreditRatingMarginalMembercffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2024-09-300000913341cffi:CreditRatingGoodMembercffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2024-09-300000913341cffi:CreditRatingGoodMembercffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMember2024-09-300000913341cffi:CreditRatingFairMembercffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2024-09-300000913341cffi:CreditRatingFairlyGoodMembercffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2024-09-300000913341cffi:CreditRatingFairlyGoodMembercffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMember2024-09-300000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2024-09-300000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2024-09-300000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2024-09-300000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMemberus-gaap:FinancialAssetPastDueMember2024-09-300000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMembercffi:FinancialReceivablesCurrentMember2024-09-300000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2024-09-300000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2024-09-300000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2024-09-300000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMemberus-gaap:FinancialAssetPastDueMember2024-09-300000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMembercffi:FinancialReceivablesCurrentMember2024-09-300000913341us-gaap:ResidentialMortgageMemberus-gaap:SubstandardMember2024-09-300000913341us-gaap:ResidentialMortgageMemberus-gaap:SpecialMentionMember2024-09-300000913341us-gaap:ResidentialMortgageMemberus-gaap:PassMember2024-09-300000913341us-gaap:ResidentialMortgageMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2024-09-300000913341us-gaap:ResidentialMortgageMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2024-09-300000913341us-gaap:ResidentialMortgageMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2024-09-300000913341us-gaap:ResidentialMortgageMemberus-gaap:FinancialAssetPastDueMember2024-09-300000913341us-gaap:ResidentialMortgageMembercffi:SubstandardNonaccrualMember2024-09-300000913341us-gaap:ResidentialMortgageMembercffi:FinancialReceivablesCurrentMember2024-09-300000913341us-gaap:HomeEquityMemberus-gaap:SubstandardMember2024-09-300000913341us-gaap:HomeEquityMemberus-gaap:SpecialMentionMember2024-09-300000913341us-gaap:HomeEquityMemberus-gaap:PassMember2024-09-300000913341us-gaap:HomeEquityMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2024-09-300000913341us-gaap:HomeEquityMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2024-09-300000913341us-gaap:HomeEquityMemberus-gaap:FinancialAssetPastDueMember2024-09-300000913341us-gaap:HomeEquityMembercffi:SubstandardNonaccrualMember2024-09-300000913341us-gaap:HomeEquityMembercffi:FinancialReceivablesCurrentMember2024-09-300000913341us-gaap:CommercialRealEstateMemberus-gaap:SpecialMentionMember2024-09-300000913341us-gaap:CommercialRealEstateMemberus-gaap:PassMember2024-09-300000913341us-gaap:CommercialRealEstateMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2024-09-300000913341us-gaap:CommercialRealEstateMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2024-09-300000913341us-gaap:CommercialRealEstateMemberus-gaap:FinancialAssetPastDueMember2024-09-300000913341us-gaap:CommercialRealEstateMembercffi:FinancialReceivablesCurrentMember2024-09-300000913341us-gaap:CommercialLoanMemberus-gaap:SpecialMentionMember2024-09-300000913341us-gaap:CommercialLoanMemberus-gaap:PassMember2024-09-300000913341us-gaap:CommercialLoanMembercffi:SubstandardNonaccrualMember2024-09-300000913341us-gaap:CommercialLoanMembercffi:FinancialReceivablesCurrentMember2024-09-300000913341cffi:OtherConsumerLoansMemberus-gaap:PassMember2024-09-300000913341cffi:OtherConsumerLoansMembercffi:FinancialReceivablesCurrentMember2024-09-300000913341cffi:LandAcquisitionAndDevelopmentLoansMemberus-gaap:PassMember2024-09-300000913341cffi:LandAcquisitionAndDevelopmentLoansMembercffi:FinancialReceivablesCurrentMember2024-09-300000913341cffi:CreditRatingVeryGoodMembercffi:ConsumerFinanceMember2024-09-300000913341cffi:CreditRatingMarginalMembercffi:ConsumerFinanceMember2024-09-300000913341cffi:CreditRatingGoodMembercffi:ConsumerFinanceMember2024-09-300000913341cffi:CreditRatingFairMembercffi:ConsumerFinanceMember2024-09-300000913341cffi:CreditRatingFairlyGoodMembercffi:ConsumerFinanceMember2024-09-300000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2024-09-300000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMember2024-09-300000913341cffi:ConstructionConsumerRealEstateLoansMemberus-gaap:PassMember2024-09-300000913341cffi:ConstructionConsumerRealEstateLoansMembercffi:FinancialReceivablesCurrentMember2024-09-300000913341cffi:ConstructionCommercialRealEstateLoansMemberus-gaap:PassMember2024-09-300000913341cffi:ConstructionCommercialRealEstateLoansMembercffi:FinancialReceivablesCurrentMember2024-09-300000913341cffi:CommercialAndConsumerLoanPortfolioMemberus-gaap:SubstandardMember2024-09-300000913341cffi:CommercialAndConsumerLoanPortfolioMemberus-gaap:SpecialMentionMember2024-09-300000913341cffi:CommercialAndConsumerLoanPortfolioMemberus-gaap:PassMember2024-09-300000913341cffi:CommercialAndConsumerLoanPortfolioMembercffi:SubstandardNonaccrualMember2024-09-300000913341cffi:BuilderLinesLoansMemberus-gaap:PassMember2024-09-300000913341cffi:BuilderLinesLoansMembercffi:FinancialReceivablesCurrentMember2024-09-300000913341us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2024-09-300000913341us-gaap:FinancingReceivables60To89DaysPastDueMember2024-09-300000913341us-gaap:FinancingReceivables30To59DaysPastDueMember2024-09-300000913341us-gaap:FinancialAssetPastDueMember2024-09-300000913341us-gaap:CommercialRealEstateMember2024-09-300000913341us-gaap:CommercialLoanMember2024-09-300000913341cffi:LandAcquisitionAndDevelopmentLoansMember2024-09-300000913341cffi:FinancialReceivablesCurrentMember2024-09-300000913341cffi:ConstructionConsumerRealEstateLoansMember2024-09-300000913341cffi:ConstructionCommercialRealEstateLoansMember2024-09-300000913341cffi:CommercialAndConsumerLoanPortfolioMember2024-09-300000913341cffi:BuilderLinesLoansMember2024-09-300000913341cffi:CreditRatingVeryGoodMembercffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2023-12-310000913341cffi:CreditRatingVeryGoodMembercffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMember2023-12-310000913341cffi:CreditRatingMarginalMembercffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2023-12-310000913341cffi:CreditRatingGoodMembercffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2023-12-310000913341cffi:CreditRatingGoodMembercffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMember2023-12-310000913341cffi:CreditRatingFairMembercffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2023-12-310000913341cffi:CreditRatingFairlyGoodMembercffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2023-12-310000913341cffi:CreditRatingFairlyGoodMembercffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMember2023-12-310000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2023-12-310000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2023-12-310000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2023-12-310000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMemberus-gaap:FinancialAssetPastDueMember2023-12-310000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMembercffi:FinancialReceivablesCurrentMember2023-12-310000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2023-12-310000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2023-12-310000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMemberus-gaap:FinancialAssetPastDueMember2023-12-310000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMembercffi:FinancialReceivablesCurrentMember2023-12-310000913341us-gaap:ResidentialMortgageMemberus-gaap:SubstandardMember2023-12-310000913341us-gaap:ResidentialMortgageMemberus-gaap:SpecialMentionMember2023-12-310000913341us-gaap:ResidentialMortgageMemberus-gaap:PassMember2023-12-310000913341us-gaap:ResidentialMortgageMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2023-12-310000913341us-gaap:ResidentialMortgageMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2023-12-310000913341us-gaap:ResidentialMortgageMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2023-12-310000913341us-gaap:ResidentialMortgageMemberus-gaap:FinancialAssetPastDueMember2023-12-310000913341us-gaap:ResidentialMortgageMembercffi:SubstandardNonaccrualMember2023-12-310000913341us-gaap:ResidentialMortgageMembercffi:FinancialReceivablesCurrentMember2023-12-310000913341us-gaap:HomeEquityMemberus-gaap:SubstandardMember2023-12-310000913341us-gaap:HomeEquityMemberus-gaap:SpecialMentionMember2023-12-310000913341us-gaap:HomeEquityMemberus-gaap:PassMember2023-12-310000913341us-gaap:HomeEquityMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2023-12-310000913341us-gaap:HomeEquityMemberus-gaap:FinancingReceivables60To89DaysPastDueMember2023-12-310000913341us-gaap:HomeEquityMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2023-12-310000913341us-gaap:HomeEquityMemberus-gaap:FinancialAssetPastDueMember2023-12-310000913341us-gaap:HomeEquityMembercffi:SubstandardNonaccrualMember2023-12-310000913341us-gaap:HomeEquityMembercffi:FinancialReceivablesCurrentMember2023-12-310000913341us-gaap:CommercialRealEstateMemberus-gaap:SpecialMentionMember2023-12-310000913341us-gaap:CommercialRealEstateMemberus-gaap:PassMember2023-12-310000913341us-gaap:CommercialRealEstateMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2023-12-310000913341us-gaap:CommercialRealEstateMemberus-gaap:FinancialAssetPastDueMember2023-12-310000913341us-gaap:CommercialRealEstateMembercffi:FinancialReceivablesCurrentMember2023-12-310000913341us-gaap:CommercialLoanMemberus-gaap:SpecialMentionMember2023-12-310000913341us-gaap:CommercialLoanMemberus-gaap:PassMember2023-12-310000913341us-gaap:CommercialLoanMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2023-12-310000913341us-gaap:CommercialLoanMemberus-gaap:FinancialAssetPastDueMember2023-12-310000913341us-gaap:CommercialLoanMembercffi:FinancialReceivablesCurrentMember2023-12-310000913341cffi:OtherConsumerLoansMemberus-gaap:PassMember2023-12-310000913341cffi:OtherConsumerLoansMemberus-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2023-12-310000913341cffi:OtherConsumerLoansMemberus-gaap:FinancingReceivables30To59DaysPastDueMember2023-12-310000913341cffi:OtherConsumerLoansMemberus-gaap:FinancialAssetPastDueMember2023-12-310000913341cffi:OtherConsumerLoansMembercffi:SubstandardNonaccrualMember2023-12-310000913341cffi:OtherConsumerLoansMembercffi:FinancialReceivablesCurrentMember2023-12-310000913341cffi:LandAcquisitionAndDevelopmentLoansMemberus-gaap:PassMember2023-12-310000913341cffi:LandAcquisitionAndDevelopmentLoansMembercffi:FinancialReceivablesCurrentMember2023-12-310000913341cffi:CreditRatingVeryGoodMembercffi:ConsumerFinanceMember2023-12-310000913341cffi:CreditRatingMarginalMembercffi:ConsumerFinanceMember2023-12-310000913341cffi:CreditRatingGoodMembercffi:ConsumerFinanceMember2023-12-310000913341cffi:CreditRatingFairMembercffi:ConsumerFinanceMember2023-12-310000913341cffi:CreditRatingFairlyGoodMembercffi:ConsumerFinanceMember2023-12-310000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2023-12-310000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMember2023-12-310000913341cffi:ConstructionConsumerRealEstateLoansMemberus-gaap:PassMember2023-12-310000913341cffi:ConstructionConsumerRealEstateLoansMembercffi:FinancialReceivablesCurrentMember2023-12-310000913341cffi:ConstructionCommercialRealEstateLoansMemberus-gaap:PassMember2023-12-310000913341cffi:ConstructionCommercialRealEstateLoansMembercffi:FinancialReceivablesCurrentMember2023-12-310000913341cffi:CommercialAndConsumerLoanPortfolioMemberus-gaap:SubstandardMember2023-12-310000913341cffi:CommercialAndConsumerLoanPortfolioMemberus-gaap:SpecialMentionMember2023-12-310000913341cffi:CommercialAndConsumerLoanPortfolioMemberus-gaap:PassMember2023-12-310000913341cffi:CommercialAndConsumerLoanPortfolioMembercffi:SubstandardNonaccrualMember2023-12-310000913341cffi:BuilderLinesLoansMemberus-gaap:PassMember2023-12-310000913341cffi:BuilderLinesLoansMembercffi:FinancialReceivablesCurrentMember2023-12-310000913341us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember2023-12-310000913341us-gaap:FinancingReceivables60To89DaysPastDueMember2023-12-310000913341us-gaap:FinancingReceivables30To59DaysPastDueMember2023-12-310000913341us-gaap:FinancialAssetPastDueMember2023-12-310000913341us-gaap:CommercialRealEstateMember2023-12-310000913341cffi:LandAcquisitionAndDevelopmentLoansMember2023-12-310000913341cffi:FinancialReceivablesCurrentMember2023-12-310000913341cffi:ConstructionConsumerRealEstateLoansMember2023-12-310000913341cffi:ConstructionCommercialRealEstateLoansMember2023-12-310000913341cffi:CommercialAndConsumerLoanPortfolioMember2023-12-310000913341cffi:BuilderLinesLoansMember2023-12-310000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2024-01-012024-09-300000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMember2024-01-012024-09-300000913341cffi:OtherConsumerLoansMember2024-01-012024-09-300000913341cffi:ConsumerFinanceMemberus-gaap:AutomobileLoanMember2023-01-012023-09-300000913341cffi:ConsumerFinanceMembercffi:MarineAndRecreationalVehiclesMember2023-01-012023-09-300000913341us-gaap:HomeEquityMember2023-01-012023-09-300000913341cffi:OtherConsumerLoansMember2023-01-012023-09-300000913341us-gaap:ConsumerPortfolioSegmentMember2024-01-012024-09-300000913341us-gaap:CommercialPortfolioSegmentMember2024-01-012024-09-300000913341cffi:ConsumerFinanceMember2024-01-012024-09-300000913341us-gaap:ConsumerPortfolioSegmentMember2023-01-012023-09-300000913341us-gaap:CommercialPortfolioSegmentMember2023-01-012023-09-300000913341cffi:ConsumerFinanceMember2023-01-012023-09-300000913341us-gaap:HomeEquityMember2024-09-300000913341us-gaap:ResidentialMortgageMember2023-12-310000913341us-gaap:HomeEquityMember2023-12-310000913341us-gaap:CommercialLoanMember2023-12-310000913341us-gaap:ConsumerPortfolioSegmentMember2024-09-300000913341us-gaap:CommercialPortfolioSegmentMember2024-09-300000913341cffi:ConsumerFinanceMember2024-09-300000913341us-gaap:ConsumerPortfolioSegmentMember2023-12-310000913341us-gaap:CommercialPortfolioSegmentMember2023-12-310000913341cffi:ConsumerFinanceMember2023-12-310000913341srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201613Memberus-gaap:FinancialAssetAcquiredWithCreditDeteriorationMemberus-gaap:ConsumerPortfolioSegmentMember2023-09-300000913341srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201613Memberus-gaap:FinancialAssetAcquiredWithCreditDeteriorationMemberus-gaap:CommercialPortfolioSegmentMember2023-09-300000913341srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201613Memberus-gaap:FinancialAssetAcquiredAndNoCreditDeteriorationMemberus-gaap:ConsumerPortfolioSegmentMember2023-09-300000913341srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201613Memberus-gaap:FinancialAssetAcquiredAndNoCreditDeteriorationMemberus-gaap:CommercialPortfolioSegmentMember2023-09-300000913341srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201613Memberus-gaap:FinancialAssetAcquiredAndNoCreditDeteriorationMembercffi:ConsumerFinanceMember2023-09-300000913341srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201613Memberus-gaap:FinancialAssetAcquiredWithCreditDeteriorationMember2023-09-300000913341srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201613Memberus-gaap:FinancialAssetAcquiredAndNoCreditDeteriorationMember2023-09-300000913341us-gaap:ConsumerPortfolioSegmentMember2023-09-300000913341us-gaap:CommercialPortfolioSegmentMember2023-09-300000913341cffi:ConsumerFinanceMember2023-09-300000913341us-gaap:ConsumerPortfolioSegmentMember2022-12-310000913341us-gaap:CommercialPortfolioSegmentMember2022-12-310000913341cffi:ConsumerFinanceMember2022-12-310000913341cffi:CAndFBankMemberus-gaap:StandbyLettersOfCreditMember2024-09-300000913341cffi:CAndFBankMembercffi:LoanCommitmentsMember2024-09-300000913341cffi:CAndFBankMemberus-gaap:StandbyLettersOfCreditMember2023-12-310000913341cffi:CAndFBankMembercffi:LoanCommitmentsMember2023-12-310000913341us-gaap:RestrictedStockMember2024-09-300000913341us-gaap:RetainedEarningsMember2024-07-012024-09-300000913341us-gaap:RetainedEarningsMember2024-01-012024-09-300000913341us-gaap:RetainedEarningsMember2023-07-012023-09-300000913341us-gaap:RetainedEarningsMember2023-01-012023-09-300000913341us-gaap:OtherAssetsMember2024-09-300000913341us-gaap:OtherAssetsMember2023-12-310000913341us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-09-300000913341us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300000913341us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-09-300000913341us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300000913341us-gaap:CashFlowHedgingMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-09-300000913341us-gaap:CashFlowHedgingMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300000913341us-gaap:InterestRateSwapMemberus-gaap:FairValueMeasurementsRecurringMember2024-09-300000913341us-gaap:InterestRateSwapMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300000913341us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2024-09-300000913341us-gaap:InterestRateSwapMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-09-300000913341us-gaap:InterestRateLockCommitmentsMemberus-gaap:NondesignatedMember2024-09-300000913341us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueMeasurementsRecurringMember2024-09-300000913341us-gaap:InterestRateLockCommitmentsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300000913341us-gaap:InterestRateLockCommitmentsMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-09-300000913341us-gaap:CashFlowHedgingMemberus-gaap:FairValueMeasurementsRecurringMember2024-09-300000913341us-gaap:CashFlowHedgingMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300000913341us-gaap:CashFlowHedgingMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-09-300000913341cffi:MatchedInterestRateSwapsWithCounterpartyMemberus-gaap:NondesignatedMember2024-09-300000913341cffi:InterestRateSwapWithBorrowerMemberus-gaap:NondesignatedMember2024-09-300000913341us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000913341us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000913341us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000913341us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000913341us-gaap:CashFlowHedgingMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000913341us-gaap:CashFlowHedgingMemberus-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000913341us-gaap:InterestRateSwapMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000913341us-gaap:InterestRateSwapMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000913341us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMember2023-12-310000913341us-gaap:InterestRateSwapMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310000913341us-gaap:InterestRateLockCommitmentsMemberus-gaap:NondesignatedMember2023-12-310000913341us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000913341us-gaap:InterestRateLockCommitmentsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000913341us-gaap:InterestRateLockCommitmentsMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310000913341us-gaap:CashFlowHedgingMemberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000913341us-gaap:CashFlowHedgingMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000913341us-gaap:CashFlowHedgingMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310000913341cffi:MatchedInterestRateSwapsWithCounterpartyMemberus-gaap:NondesignatedMember2023-12-310000913341cffi:InterestRateSwapWithBorrowerMemberus-gaap:NondesignatedMember2023-12-310000913341cffi:CAndFBankMembercffi:CashBalancePlanMember2024-07-012024-09-300000913341cffi:CAndFBankMembercffi:CashBalancePlanMember2024-01-012024-09-300000913341cffi:CAndFBankMembercffi:CashBalancePlanMember2023-07-012023-09-300000913341cffi:CAndFBankMembercffi:CashBalancePlanMember2023-01-012023-09-300000913341us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMembercffi:ReclassificationOfNetRealizedGainsIntoNetIncomeMember2023-01-012023-09-300000913341us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2024-09-300000913341us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2024-09-300000913341us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2024-09-300000913341us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MortgageBackedSecuritiesMember2024-09-300000913341us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMembercffi:CorporateAndOtherDebtSecuritiesMember2024-09-300000913341us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2024-09-300000913341us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2024-09-300000913341us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2024-09-300000913341us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MortgageBackedSecuritiesMember2024-09-300000913341us-gaap:FairValueMeasurementsRecurringMembercffi:CorporateAndOtherDebtSecuritiesMember2024-09-300000913341us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2023-12-310000913341us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2023-12-310000913341us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2023-12-310000913341us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MortgageBackedSecuritiesMember2023-12-310000913341us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMembercffi:CorporateAndOtherDebtSecuritiesMember2023-12-310000913341us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2023-12-310000913341us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2023-12-310000913341us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USGovernmentAgenciesDebtSecuritiesMember2023-12-310000913341us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MortgageBackedSecuritiesMember2023-12-310000913341us-gaap:FairValueMeasurementsRecurringMembercffi:CorporateAndOtherDebtSecuritiesMember2023-12-310000913341us-gaap:AssetPledgedAsCollateralMember2024-09-300000913341us-gaap:AssetPledgedAsCollateralMember2023-12-310000913341srt:MinimumMembercffi:ConsumerFinanceSegmentMember2024-09-300000913341srt:MaximumMembercffi:ConsumerFinanceSegmentMember2024-09-3000009133412022-12-310000913341us-gaap:USTreasurySecuritiesMember2024-09-300000913341us-gaap:USGovernmentAgenciesDebtSecuritiesMember2024-09-300000913341us-gaap:USTreasurySecuritiesMember2023-12-310000913341us-gaap:USGovernmentAgenciesDebtSecuritiesMember2023-12-310000913341cffi:CorporateAndOtherDebtSecuritiesMember2023-12-310000913341us-gaap:USStatesAndPoliticalSubdivisionsMember2024-09-300000913341us-gaap:MortgageBackedSecuritiesMember2024-09-300000913341cffi:CorporateAndOtherDebtSecuritiesMember2024-09-300000913341us-gaap:USStatesAndPoliticalSubdivisionsMember2023-12-310000913341us-gaap:MortgageBackedSecuritiesMember2023-12-310000913341us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-09-300000913341us-gaap:FairValueMeasurementsRecurringMember2024-09-300000913341us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310000913341us-gaap:FairValueMeasurementsRecurringMember2023-12-310000913341us-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2024-09-300000913341us-gaap:OperatingSegmentsMembercffi:MortgageBankingSegmentMember2024-09-300000913341us-gaap:OperatingSegmentsMembercffi:ConsumerFinanceSegmentMember2024-09-300000913341us-gaap:OperatingSegmentsMembercffi:CommunityBankingMember2024-09-300000913341us-gaap:IntersegmentEliminationMember2024-09-300000913341us-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2023-12-310000913341us-gaap:OperatingSegmentsMembercffi:MortgageBankingSegmentMember2023-12-310000913341us-gaap:OperatingSegmentsMembercffi:ConsumerFinanceSegmentMember2023-12-310000913341us-gaap:OperatingSegmentsMembercffi:CommunityBankingMember2023-12-310000913341us-gaap:IntersegmentEliminationMember2023-12-310000913341us-gaap:RestrictedStockMember2024-07-012024-09-300000913341us-gaap:RestrictedStockMember2024-01-012024-09-300000913341us-gaap:RestrictedStockMember2023-07-012023-09-300000913341us-gaap:RestrictedStockMember2023-01-012023-09-300000913341us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300000913341us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-300000913341us-gaap:AdditionalPaidInCapitalMember2023-07-012023-09-300000913341us-gaap:AdditionalPaidInCapitalMember2023-01-012023-09-300000913341us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300000913341us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-09-300000913341us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-09-300000913341us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-09-300000913341us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300000913341us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-06-300000913341us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-06-300000913341us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-06-300000913341us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310000913341us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2023-12-310000913341us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-12-310000913341us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-310000913341us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-300000913341us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2023-09-300000913341us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-09-300000913341us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-09-300000913341us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300000913341us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2023-06-300000913341us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-06-300000913341us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-06-300000913341us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000913341us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2022-12-310000913341us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2022-12-310000913341us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-12-310000913341cffi:ShareRepurchaseProgram2024Member2024-01-0100009133412024-10-310000913341us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300000913341us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000913341cffi:CFMortgageMember2024-01-012024-09-300000913341us-gaap:IndemnificationGuaranteeMember2024-07-012024-09-300000913341us-gaap:IndemnificationGuaranteeMember2024-01-012024-09-300000913341us-gaap:IndemnificationGuaranteeMember2023-07-012023-09-300000913341us-gaap:IndemnificationGuaranteeMember2023-01-012023-09-300000913341cffi:CAndFBankMember2024-09-300000913341cffi:MortgageBankingSegmentMember2024-01-012024-09-300000913341us-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2024-07-012024-09-300000913341us-gaap:OperatingSegmentsMembercffi:MortgageBankingSegmentMember2024-07-012024-09-300000913341us-gaap:OperatingSegmentsMembercffi:ConsumerFinanceSegmentMember2024-07-012024-09-300000913341us-gaap:OperatingSegmentsMembercffi:CommunityBankingMember2024-07-012024-09-300000913341us-gaap:IntersegmentEliminationMember2024-07-012024-09-300000913341us-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2024-01-012024-09-300000913341us-gaap:OperatingSegmentsMembercffi:MortgageBankingSegmentMember2024-01-012024-09-300000913341us-gaap:OperatingSegmentsMembercffi:ConsumerFinanceSegmentMember2024-01-012024-09-300000913341us-gaap:OperatingSegmentsMembercffi:CommunityBankingMember2024-01-012024-09-300000913341us-gaap:IntersegmentEliminationMember2024-01-012024-09-300000913341us-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2023-07-012023-09-300000913341us-gaap:OperatingSegmentsMembercffi:MortgageBankingSegmentMember2023-07-012023-09-300000913341us-gaap:OperatingSegmentsMembercffi:ConsumerFinanceSegmentMember2023-07-012023-09-300000913341us-gaap:OperatingSegmentsMembercffi:CommunityBankingMember2023-07-012023-09-300000913341us-gaap:IntersegmentEliminationMember2023-07-012023-09-300000913341us-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2023-01-012023-09-300000913341us-gaap:OperatingSegmentsMembercffi:MortgageBankingSegmentMember2023-01-012023-09-300000913341us-gaap:OperatingSegmentsMembercffi:ConsumerFinanceSegmentMember2023-01-012023-09-300000913341us-gaap:OperatingSegmentsMembercffi:CommunityBankingMember2023-01-012023-09-300000913341us-gaap:IntersegmentEliminationMember2023-01-012023-09-3000009133412023-12-310000913341cffi:OtherConsumerLoansMember2024-09-300000913341cffi:OtherConsumerLoansMember2023-12-310000913341cffi:ConsumerFinanceSegmentMember2024-01-012024-09-300000913341srt:MinimumMembercffi:MortgageBankingSegmentMembercffi:FHLBAdvancesMember2024-01-012024-09-300000913341srt:MinimumMembercffi:ConsumerFinanceSegmentMembercffi:OneMonthTermSecuredOvernightFinancingRateSofrMember2024-01-012024-09-300000913341srt:MaximumMembercffi:MortgageBankingSegmentMembercffi:FHLBAdvancesMember2024-01-012024-09-300000913341us-gaap:InterestRateLockCommitmentsMembercffi:MortgageBankingSegmentMember2024-09-300000913341us-gaap:InterestRateLockCommitmentsMembercffi:MortgageBankingSegmentMember2023-12-310000913341us-gaap:IndemnificationGuaranteeMember2024-09-300000913341us-gaap:IndemnificationGuaranteeMember2023-09-300000913341us-gaap:ResidentialMortgageMember2024-09-3000009133412024-09-300000913341us-gaap:CommercialRealEstateMember2023-09-3000009133412023-09-300000913341us-gaap:CommercialRealEstateMember2024-07-012024-09-300000913341us-gaap:ResidentialMortgageMember2024-01-012024-09-300000913341us-gaap:CommercialRealEstateMember2024-01-012024-09-300000913341us-gaap:ResidentialMortgageMember2023-07-012023-09-300000913341us-gaap:CommercialRealEstateMember2023-07-012023-09-300000913341us-gaap:ResidentialMortgageMember2023-01-012023-09-300000913341us-gaap:CommercialRealEstateMember2023-01-012023-09-3000009133412023-01-012023-12-3100009133412023-01-012024-12-3100009133412024-07-012024-09-3000009133412024-01-012024-09-3000009133412023-07-012023-09-3000009133412023-01-012023-09-300000913341us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300000913341us-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300000913341us-gaap:CarryingReportedAmountFairValueDisclosureMember2024-09-300000913341us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000913341us-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310000913341us-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-31iso4217:USDcffi:securityxbrli:purecffi:itemcffi:subsidiaryxbrli:sharesiso4217:USDxbrli:sharescffi:segment

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2024


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________ to _________

Commission File Number 000-23423

C&F FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Virginia	54-1680165
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3600 La Grange Parkway Toano, VA	23168
(Address of principal executive offices)	(Zip Code)

(804) 843-2360

(Registrant’s telephone number, including area code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value per share	CFFI	The NASDAQ Stock Market LLC

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At October 31, 2024, the latest practicable date for determination, 3,225,409 shares of common stock, $1.00 par value, of the registrant were outstanding.

Table of Contents

TABLE OF CONTENTS


PART I - Financial Information		Page

Item 1.	Financial Statements	3

	Consolidated Balance Sheets (Unaudited) – September 30, 2024 and December 31, 2023	3

	Consolidated Statements of Income (Unaudited) – Three and nine months ended September 30, 2024 and 2023	4

	Consolidated Statements of Comprehensive Income (Unaudited) – Three and nine months ended September 30, 2024 and 2023	5

	Consolidated Statements of Equity (Unaudited) – Three and nine months ended September 30, 2024 and 2023	6

	Consolidated Statements of Cash Flows (Unaudited) –Nine months ended September 30, 2024 and 2023	8

	Notes to Consolidated Interim Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68

Item 4.	Controls and Procedures	70

PART II - Other Information		70

Item 1A.	Risk Factors	70

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71

Item 5.	Other Information	71

Item 6.	Exhibits	72

	Signatures	73

Table of Contents

Part I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except per share amounts)


	September 30,		December 31,
	2024		2023
Assets
Cash and due from banks	$	16,686	$	16,382
Interest-bearing deposits in other banks		32,507		58,777
Total cash and cash equivalents		49,193		75,159
Securities—available for sale at fair value, amortized cost of $430,793 and $494,092, respectively		409,045		462,444
Loans held for sale, at fair value		44,677		14,176
Loans, net of allowance for credit losses of $40,771 and $39,651, respectively		1,868,638		1,702,488
Restricted stock, at cost		4,542		2,925
Corporate premises and equipment, net		42,128		41,914
Other real estate owned		296		—
Accrued interest receivable		10,198		10,398
Goodwill		25,191		25,191
Other intangible assets, net		1,211		1,407
Bank-owned life insurance		21,827		21,464
Net deferred tax asset		16,871		18,731
Other assets		57,087		62,201
Total assets	$	2,550,904	$	2,438,498

Liabilities
Deposits
Noninterest-bearing demand deposits	$	541,621	$	549,367
Savings and interest-bearing demand deposits		783,419		843,564
Time deposits		810,851		673,199
Total deposits		2,135,891		2,066,130
Short-term borrowings		48,643		58,223
Long-term borrowings		68,235		25,894
Trust preferred capital notes		25,448		25,422
Accrued interest payable		3,967		3,493
Other liabilities		40,762		41,820
Total liabilities		2,322,946		2,220,982

Commitments and contingent liabilities (Note 11)

Equity
Common stock ($1.00 par value, 8,000,000 shares authorized, 3,234,363 and 3,374,098 shares issued and outstanding, respectively, includes 120,173 and 135,694 of unvested shares, respectively)		3,114		3,238
Additional paid-in capital		499		6,567
Retained earnings		243,194		233,760
Accumulated other comprehensive loss, net		(19,467)		(26,687)
Equity attributable to C&F Financial Corporation		227,340		216,878
Noncontrolling interest		618		638
Total equity		227,958		217,516
Total liabilities and equity	$	2,550,904	$	2,438,498

See notes to consolidated interim financial statements.

Table of Contents

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share amounts)


`	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Interest income
Interest and fees on loans	$	33,021	$	28,369	$	94,014	$	81,845
Interest on interest-bearing deposits and federal funds sold		389		379		811		836
Interest and dividends on securities
U.S. treasury, government agencies and corporations		334		795		1,370		2,785
Mortgage-backed securities		994		902		2,807		2,782
Tax-exempt obligations of states and political subdivisions		893		731		2,661		2,031
Taxable obligations of states and political subdivisions		183		178		551		545
Corporate and other		317		332		937		905
Total interest income		36,131		31,686		103,151		91,729
Interest expense
Savings and interest-bearing deposits		1,667		1,316		4,831		3,790
Time deposits		8,524		4,316		23,140		9,447
Borrowings		878		1,291		2,540		3,837
Trust preferred capital notes		373		301		965		890
Total interest expense		11,442		7,224		31,476		17,964
Net interest income		24,689		24,462		71,675		73,765
Provision for credit losses		3,700		2,050		9,750		5,800
Net interest income after provision for credit losses		20,989		22,412		61,925		67,965
Noninterest income
Gains on sales of loans		1,825		1,220		4,814		4,930
Interchange income		1,571		1,558		4,618		4,658
Service charges on deposit accounts		1,122		1,122		3,219		3,241
Investment income from other equity interests		334		211		671		480
Mortgage banking fee income		650		558		1,751		1,695
Wealth management services income, net		757		630		2,202		1,855
Mortgage lender services income		486		537		1,488		1,567
Other service charges and fees		542		364		1,361		1,134
Net losses on sales, maturities and calls of available for sale securities		—		—		—		(5)
Other income, net		1,485		14		3,464		2,257
Total noninterest income		8,772		6,214		23,588		21,812
Noninterest expenses
Salaries and employee benefits		13,921		12,921		41,625		40,841
Occupancy		2,091		1,944		6,286		5,975
Data processing		2,893		2,567		8,685		7,863
Professional fees		868		707		2,667		2,096
Insurance expense		415		414		1,230		1,203
Marketing and advertising expenses		460		361		944		1,172
Mortgage banking loan processing expenses		244		272		678		854
Other		2,199		2,340		6,499		6,806
Total noninterest expenses		23,091		21,526		68,614		66,810
Income before income taxes		6,670		7,100		16,899		22,967
Income tax expense		1,250		1,323		3,010		4,309
Net income		5,420		5,777		13,889		18,658
Less net income (loss) attributable to noncontrolling interest		31		(12)		92		122
Net income attributable to C&F Financial Corporation	$	5,389	$	5,789	$	13,797	$	18,536
Net income per share - basic and diluted	$	1.65	$	1.71	$	4.15	$	5.41

See notes to consolidated interim financial statements.

Table of Contents

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income	$	5,420	$	5,777	$	13,889	$	18,658
Other comprehensive income (loss), net of tax:
Securities available for sale		8,258		(5,821)		7,821		(4,272)
Defined benefit plan		16		20		32		61
Cash flow hedges		(642)		133		(633)		95
Other comprehensive income (loss), net of tax		7,632		(5,668)		7,220		(4,116)
Comprehensive income		13,052		109		21,109		14,542
Less comprehensive income (loss) attributable to noncontrolling interest		31		(12)		92		122
Comprehensive income attributable to C&F Financial Corporation	$	13,021	$	121	$	21,017	$	14,420

See notes to consolidated interim financial statements.

Table of Contents

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited)

(Dollars in thousands, except per share amounts)


	Attributable to C&F Financial Corporation
							Accumulated
			Additional				Other
	Common		Paid - In		Retained		Comprehensive		Noncontrolling		Total
	Stock		Capital		Earnings		Loss, Net		Interest		Equity
Balance June 30, 2024	$	3,174	$	3,157	$	239,231	$	(27,099)	$	636	$	219,099
Comprehensive income:
Net income		—		—		5,389		—		31		5,420
Other comprehensive income		—		—		—		7,632		—		7,632
Share-based compensation		—		485		—		—		—		485
Restricted stock vested		—		—		—		—		—		—
Common stock issued		1		45		—		—		—		46
Common stock purchased		(61)		(3,188)		—		—		—		(3,249)
Cash dividends declared ($0.44 per share)		—		—		(1,426)		—		—		(1,426)
Distributions to noncontrolling interest		—		—		—		—		(49)		(49)
Balance September 30, 2024	$	3,114	$	499	$	243,194	$	(19,467)	$	618	$	227,958


	Attributable to C&F Financial Corporation
							Accumulated
			Additional				Other
	Common		Paid - In		Retained		Comprehensive		Noncontrolling		Total
	Stock		Capital		Earnings		Loss, Net		Interest		Equity
Balance June 30, 2023	$	3,269	$	8,168	$	225,867	$	(35,406)	$	630	$	202,528
Comprehensive income:
Net income		—		—		5,789		—		(12)		5,777
Other comprehensive loss		—		—		—		(5,668)		—		(5,668)
Share-based compensation		—		581		—		—		—		581
Restricted stock vested		4		(4)		—		—		—		—
Common stock issued		2		47		—		—		—		49
Common stock purchased		(26)		(1,373)		—		—		—		(1,399)
Cash dividends declared ($0.44 per share)		—		—		(1,488)		—		—		(1,488)
Balance September 30, 2023	$	3,249	$	7,419	$	230,168	$	(41,074)	$	618	$	200,380

See notes to consolidated interim financial statements.

Table of Contents

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited)

(Dollars in thousands, except per share amounts)


	Attributable to C&F Financial Corporation
							Accumulated
			Additional				Other
	Common		Paid - In		Retained		Comprehensive		Noncontrolling		Total
	Stock		Capital		Earnings		Loss, Net		Interest		Equity
Balance December 31, 2023	$	3,238	$	6,567	$	233,760	$	(26,687)	$	638	$	217,516
Comprehensive income:
Net income		—		—		13,797		—		92		13,889
Other comprehensive income		—		—		—		7,220		—		7,220
Share-based compensation		—		1,458		—		—		—		1,458
Restricted stock vested		32		(32)		—		—		—		—
Common stock issued		3		139		—		—		—		142
Common stock purchased		(159)		(7,633)		—		—		—		(7,792)
Cash dividends declared ($1.32 per share)		—		—		(4,363)		—		—		(4,363)
Distributions to noncontrolling interest		—		—		—		—		(112)		(112)
Balance September 30, 2024	$	3,114	$	499	$	243,194	$	(19,467)	$	618	$	227,958


	Attributable to C&F Financial Corporation
							Accumulated
			Additional				Other
	Common		Paid - In		Retained		Comprehensive		Noncontrolling		Total
	Stock		Capital		Earnings		Loss, Net		Interest		Equity
Balance December 31, 2022	$	3,331	$	12,047	$	217,214	$	(36,958)	$	599	$	196,233
Adoption of new accounting standard		—		—		(1,072)		—		—		(1,072)
Comprehensive income:
Net income		—		—		18,536		—		122		18,658
Other comprehensive loss		—		—		—		(4,116)		—		(4,116)
Share-based compensation		—		1,508		—		—		—		1,508
Restricted stock vested		30		(30)		—		—		—		—
Common stock issued		3		142		—		—		—		145
Common stock purchased		(115)		(6,248)		—		—		—		(6,363)
Cash dividends declared ($1.32 per share)		—		—		(4,510)		—		—		(4,510)
Distributions to noncontrolling interest		—		—		—		—		(103)		(103)
Balance September 30, 2023	$	3,249	$	7,419	$	230,168	$	(41,074)	$	618	$	200,380

See notes to consolidated interim financial statements.

Table of Contents

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	Nine Months Ended September 30,
	2024		2023
Operating activities:
Net income	$	13,889	$	18,658
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		9,750		5,800
Accretion of certain acquisition-related discounts, net		(464)		(632)
Share-based compensation		1,458		1,508
Depreciation and amortization		2,841		2,919
Amortization of premiums and accretion of discounts on securities, net		1,068		1,041
Reversal of provision for indemnifications		(375)		(435)
Income from bank-owned life insurance		(326)		(299)
Pension expense		667		692
Proceeds from sales of loans held for sale		371,258		394,106
Origination of loans held for sale		(396,718)		(400,559)
Gains on sales of loans held for sale		(4,814)		(4,930)
Other gains, net		(207)		184
Change in other assets and liabilities:
Accrued interest receivable		200		(1,057)
Other assets		4,483		1,713
Accrued interest payable		474		2,238
Other liabilities		(190)		890
Net cash provided by operating activities		2,994		21,837
Investing activities:
Proceeds from sales, maturities and calls of securities available for sale and payments on mortgage-backed securities		89,240		75,560
Purchases of securities available for sale		(27,009)		(30,075)
Purchases of time deposits, net		734		(253)
Repayments on loans held for investment by non-bank affiliates		125,399		121,257
Purchases of loans held for investment by non-bank affiliates		(136,459)		(124,340)
Net increase in community banking loans held for investment		(164,176)		(84,113)
Purchases of corporate premises and equipment		(3,056)		(1,019)
Other investing activities, net		(1,377)		(3,675)
Net cash used in investing activities		(116,704)		(46,658)
Financing activities:
Net decrease in demand and savings deposits		(67,891)		(191,426)
Net increase in time deposits		137,652		215,995
Net (decrease) increase in short-term borrowings		(9,580)		59,068
Proceeds from long-term borrowings		40,000		—
Repayments of long-term borrowings		—		(4,000)
Repurchases of common stock		(7,792)		(6,363)
Cash dividends paid		(4,363)		(4,510)
Other financing activities, net		(282)		(92)
Net cash provided by financing activities		87,744		68,672
Net (decrease) increase in cash and cash equivalents		(25,966)		43,851
Cash and cash equivalents at beginning of period		75,159		26,661
Cash and cash equivalents at end of period	$	49,193	$	70,512
Supplemental cash flow disclosures:
Interest paid	$	30,976	$	15,707
Income taxes paid		22		3,545
Supplemental disclosure of noncash investing and financing activities:
Transfers from corporate premises and equipment to other real estate owned	$	296	$	—
Adoption of new accounting standard		—		1,072
Liabilities assumed to acquire right of use assets at lease commencement		2,730		181

See notes to consolidated interim financial statements.

Table of Contents

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: Summary of Significant Accounting Policies

Principles of Consolidation: The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and with applicable quarterly reporting regulations of the Securities and Exchange Commission (the SEC). They do not include all of the information and notes required by GAAP for complete financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the C&F Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2023 (2023 Annual Report). The accounting and reporting policies of the Corporation conform to GAAP and to predominant practices within the banking industry and are primarily disclosed in the 2023 Annual Report.

The unaudited consolidated financial statements include the accounts of C&F Financial Corporation (the Corporation), its direct wholly-owned subsidiary, Citizens and Farmers Bank (the Bank or C&F Bank) and indirect subsidiaries that are wholly-owned or controlled. Subsidiaries that are less than wholly owned are fully consolidated if they are controlled by the Corporation or one of its subsidiaries, and the portion of any subsidiary not owned by the Corporation is reported as noncontrolling interest. All significant intercompany accounts and transactions have been eliminated in consolidation. In addition, the Corporation owns all of the common stock of C&F Financial Statutory Trust I, C&F Financial Statutory Trust II and Central Virginia Bankshares Statutory Trust I, all of which are unconsolidated subsidiaries. The subordinated debt owed to these trusts is reported as liabilities of the Corporation.

Nature of Operations: The Corporation is a bank holding company incorporated under the laws of the Commonwealth of Virginia. The Corporation owns all of the stock of its subsidiary, C&F Bank, which is an independent commercial bank chartered under the laws of the Commonwealth of Virginia.

C&F Bank has five wholly-owned subsidiaries: C&F Mortgage Corporation (C&F Mortgage), C&F Finance Company (C&F Finance), C&F Wealth Management Corporation (C&F Wealth Management), C&F Insurance Services, Inc. (C&F Insurance) and CVB Title Services, Inc. (CVB Title), all incorporated under the laws of the Commonwealth of Virginia. C&F Mortgage, organized in September 1995, originates and sells residential mortgages, provides mortgage loan origination services to third-party lenders and, through its subsidiary Certified Appraisals LLC, provides ancillary mortgage loan production services for residential appraisals. C&F Mortgage owns a 51 percent interest in C&F Select LLC, which was organized in January 2019 and is also engaged in the business of originating and selling residential mortgages. C&F Finance, acquired in September 2002, is a finance company purchasing automobile, marine and recreational vehicle (RV) loans through indirect lending programs. C&F Wealth Management, organized in April 1995, is a full-service brokerage firm offering a comprehensive range of wealth management services and insurance products through third-party service providers. C&F Insurance and CVB Title were organized for the primary purpose of owning equity interests in an independent insurance agency and a full service title and settlement agency, respectively. Business segment data is presented in Note 10.

Basis of Presentation: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses and evaluation of goodwill for impairment. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results of operations in these financial statements, have been made.

Reclassification: Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. None of these reclassifications are considered material and did not affect net income or total equity.

Table of Contents

Derivative Financial Instruments: The Corporation recognizes derivative financial instruments at fair value as either an other asset or other liability in the Consolidated Balance Sheets. The Corporation’s derivative financial instruments include (1) interest rate swaps that qualify and are designated as cash flow hedges on the Corporation’s trust preferred capital notes, (2) interest rate swaps with certain qualifying commercial loan customers and dealer counterparties and (3) interest rate contracts arising from mortgage banking activities, including interest rate lock commitments (IRLCs) on mortgage loans. The gain or loss on the Corporation’s cash flow hedges is reported as a component of other comprehensive income (loss), net of deferred income taxes, and reclassified into earnings in the same period(s) during which the hedged transactions affect earnings. IRLCs and interest rate swaps with loan customers and dealer counterparties are not designated as hedging instruments, and therefore changes in the fair value of these instruments are reported as noninterest income. The Corporation’s derivative financial instruments are described more fully in Note 12.

Recent Significant Accounting Pronouncements: In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures.” The amendments in ASU 2023-07 require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, require other segment items by reportable segment to be disclosed and a description of their composition, and require disclosure of the title and position of the chief operating decision maker and an explanation of how they use the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. The amendments apply to all public entities that are required to report segment information in accordance with Topic 280, “Segment Reporting,” and are effective for fiscal years beginning after December 15, 2023, and interim periods with fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments are to be applied retrospectively to all prior periods presented. The Corporation does not expect the adoption of ASU 2023-07 to have a material effect on its consolidated financial statements.

In November 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures.” The amendments in ASU 2023-09 require that a public entity disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, the amount of income taxes paid disaggregated by federal, state and foreign taxes, and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or granter than five percent of total income taxes paid. The amendments also require that entities disclose income from continuing operations before income tax expense disaggregated between domestic and foreign, as well as income tax expense from continuing operations disaggregated by federal, state and foreign. The amendments apply to all public entities that are subject to Topic 740, “Income Taxes,” and are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments are to be applied on a prospective basis; however, retrospective application is permitted. The Corporation does not expect the adoption of ASU 2023-09 to have a material effect on its consolidated financial statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Corporation’s financial position, results of operations or cash flows.

Table of Contents

NOTE 2: Securities

The Corporation’s debt securities, all of which are classified as available for sale, are summarized as follows:


	September 30, 2024
			Gross		Gross
	Amortized		Unrealized		Unrealized
(Dollars in thousands)	Cost		Gains		Losses		Fair Value
U.S. Treasury securities	$	10,977	$	—	$	(293)	$	10,684
U.S. government agencies and corporations		70,396		—		(6,727)		63,669
Mortgage-backed securities		177,376		1,022		(11,421)		166,977
Obligations of states and political subdivisions		148,636		1,830		(3,290)		147,176
Corporate and other debt securities		23,408		4		(2,873)		20,539
	$	430,793	$	2,856	$	(24,604)	$	409,045


	December 31, 2023
			Gross		Gross
	Amortized		Unrealized		Unrealized
(Dollars in thousands)	Cost		Gains		Losses		Fair Value
U.S. Treasury securities	$	45,883	$	—	$	(780)	$	45,103
U.S. government agencies and corporations		96,407		—		(9,313)		87,094
Mortgage-backed securities		177,734		185		(16,223)		161,696
Obligations of states and political subdivisions		148,875		2,280		(4,044)		147,111
Corporate and other debt securities		25,193		—		(3,753)		21,440
	$	494,092	$	2,465	$	(34,113)	$	462,444

The amortized cost and estimated fair value of securities at September 30, 2024, by the earlier of contractual maturity or expected maturity, are shown below. The Corporation has elected to exclude accrued interest receivable, totaling $2.27 million at September 30, 2024, from the amortized cost basis of securities. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.


	September 30, 2024
	Amortized
(Dollars in thousands)	Cost		Fair Value
Due in one year or less	$	71,087	$	69,053
Due after one year through five years		175,996		164,747
Due after five years through ten years		117,701		110,577
Due after ten years		66,009		64,668
	$	430,793	$	409,045

Table of Contents

The following table presents the gross realized gains and losses on and the proceeds from the sales, maturities and calls of securities. During the three and nine months ended September 30, 2024 and 2023 there were no sales of securities.


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2024		2023		2024		2023
Realized gains from sales, maturities and calls of securities:
Gross realized gains	$	—	$	—	$	—	$	—
Gross realized losses		—		—		—		(5)
Net realized losses	$	—	$	—	$	—	$	(5)
Proceeds from sales, maturities, calls and paydowns of securities	$	16,344	$	30,719	$	89,240	$	75,560

The Corporation pledges securities primarily to secure municipal deposits, repurchase agreements and lines of credit that provide liquidity to the Corporation and C&F Bank. Securities with an aggregate amortized cost of $183.10 million and an aggregate fair value of $170.80 million were pledged at September 30, 2024. Securities with an aggregate amortized cost of $215.97 million and an aggregate fair value of $198.85 million were pledged at December 31, 2023.

Securities in an unrealized loss position at September 30, 2024, by duration of the period of the unrealized loss, are shown below.


	Less Than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(Dollars in thousands)	Value		Loss		Value		Loss		Value		Loss
U.S. Treasury securities	$	—	$	—	$	10,684	$	293	$	10,684	$	293
U.S. government agencies and corporations		—		—		63,669		6,727		63,669		6,727
Mortgage-backed securities		2,615		27		132,043		11,394		134,658		11,421
Obligations of states and political subdivisions		9,484		60		62,583		3,230		72,067		3,290
Corporate and other debt securities		484		16		19,051		2,857		19,535		2,873
Total	$	12,583	$	103	$	288,030	$	24,501	$	300,613	$	24,604

There were 465 debt securities with a fair value below the amortized cost basis, totaling $300.61 million of aggregate fair value as of September 30, 2024. The Corporation concluded that a credit loss did not exist in its securities portfolio at September 30, 2024, and no impairment loss has been recognized based on the fact that (1) changes in fair value were caused primarily by fluctuations in interest rates, (2) securities with unrealized losses had generally high credit quality, (3) the Corporation intends to hold these investments in debt securities to maturity and it is more-likely-than-not that the Corporation will not be required to sell these investments before a recovery of its investment, and (4) issuers have continued to make timely payments of principal and interest. Additionally, the Corporation’s mortgage-backed securities are entirely issued by either U.S. government agencies or U.S. government-sponsored enterprises. Collectively, these entities provide a guarantee, which is either explicitly or implicitly supported by the full faith and credit of the U.S. government, that investors in such mortgage-backed securities will receive timely principal and interest payments.

Table of Contents

Securities in an unrealized loss position at December 31, 2023, by duration of the period of the unrealized loss, are shown below.


	Less Than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(Dollars in thousands)	Value		Loss		Value		Loss		Value		Loss
U.S. Treasury securities	$	—	$	—	$	45,103	$	780	$	45,103	$	780
U.S. government agencies and corporations		—		—		87,094		9,313		87,094		9,313
Mortgage-backed securities		5,528		68		150,023		16,155		155,551		16,223
Obligations of states and political subdivisions		4,659		72		65,630		3,972		70,289		4,044
Corporate and other debt securities		3,386		364		18,054		3,389		21,440		3,753
Total	$	13,573	$	504	$	365,904	$	33,609	$	379,477	$	34,113

The Corporation’s investment in restricted stock totaled $4.54 million at September 30, 2024 and $2.93 million at December 31, 2023 and consisted of Federal Home Loan Bank of Atlanta (FHLB) stock. Restricted stock is generally viewed as a long-term investment, which is carried at cost because there is no market for the stock other than to be redeemed or repurchased by the FHLB. Therefore, when evaluating restricted stock for impairment, its value is based on the ultimate recoverability of the par value rather than by recognizing any temporary decline in value. The Corporation did not consider its investment in restricted stock to be impaired at September 30, 2024 and no impairment has been recognized.

NOTE 3: Loans

The Corporation’s loans are stated at their face amount, net of deferred fees and costs and discounts, and consist of the classes of loans included in the table below. The Corporation has elected to exclude accrued interest receivable, totaling $7.93 million and $7.65 million at September 30, 2024 and December 31, 2023, respectively, from the recorded balance of loans.


	September 30,		December 31,
(Dollars in thousands)	2024		2023
Commercial real estate	$	701,647	$	668,122
Commercial business		115,410		115,348
Construction - commercial real estate		155,072		69,768
Land acquisition and development		33,774		29,064
Builder lines		29,664		24,668
Construction - consumer real estate		16,874		11,223
Residential mortgage		310,595		293,256
Equity lines		59,406		51,592
Other consumer		9,667		10,588
Consumer finance – automobiles		406,385		401,276
Consumer finance - marine and recreational vehicles		70,915		67,234
Subtotal		1,909,409		1,742,139
Less allowance for credit losses		(40,771)		(39,651)
Loans, net	$	1,868,638	$	1,702,488

Other consumer loans included $210,000 and $228,000 of demand deposit overdrafts at September 30, 2024 and December 31, 2023, respectively.

Table of Contents

The following table shows the aging of the Corporation’s loan portfolio, by class, at September 30, 2024:


	30-59		60-89		90+								90+ Days
	Days		Days		Days		Total						Past Due and
(Dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current1		Total Loans		Accruing
Commercial real estate	$	89	$	429	$	—	$	518	$	701,129	$	701,647	$	—
Commercial business		—		—		—		—		115,410		115,410		—
Construction - commercial real estate		—		—		—		—		155,072		155,072		—
Land acquisition and development		—		—		—		—		33,774		33,774		—
Builder lines		—		—		—		—		29,664		29,664		—
Construction - consumer real estate		—		—		—		—		16,874		16,874		—
Residential mortgage		2,042		132		231		2,405		308,190		310,595		115
Equity lines		—		174		89		263		59,143		59,406		89
Other consumer		—		—		—		—		9,667		9,667		—
Consumer finance - automobiles		12,826		2,408		1,008		16,242		390,143		406,385		—
Consumer finance - marine and recreational vehicles		228		107		93		428		70,487		70,915		—
Total	$	15,185	$	3,250	$	1,421	$	19,856	$	1,889,553	$	1,909,409	$	204

For the purposes of the table above, “Current” includes loans that are 1-29 days past due.

The table above includes nonaccrual loans that are current of $240,000, 30-59 days past due of $156,000, 60-89 days past due of $115,000, and 90+ days past due of $1.22 million.

The following table shows the aging of the Corporation’s loan portfolio, by class, at December 31, 2023:


	30-59		60-89		90+								90+ Days
	Days		Days		Days		Total						Past Due and
(Dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current1		Total Loans		Accruing
Commercial real estate	$	92	$	—	$	—	$	92	$	668,030	$	668,122	$	—
Commercial business		—		—		1		1		115,347		115,348		1
Construction - commercial real estate		—		—		—		—		69,768		69,768		—
Land acquisition and development		—		—		—		—		29,064		29,064		—
Builder lines		—		—		—		—		24,668		24,668		—
Construction - consumer real estate		—		—		—		—		11,223		11,223		—
Residential mortgage		1,643		387		273		2,303		290,953		293,256		89
Equity lines		215		103		115		433		51,159		51,592		38
Other consumer		3		—		9		12		10,576		10,588		—
Consumer finance - automobiles		15,263		2,628		892		18,783		382,493		401,276		—
Consumer finance - marine and recreational vehicles		282		115		—		397		66,837		67,234		—
Total	$	17,498	$	3,233	$	1,290	$	22,021	$	1,720,118	$	1,742,139	$	128

1For the purposes of the table above, “Current” includes loans that are 1-29 days past due.

The table above includes nonaccrual loans that are current of $113,000, 60-89 days past due of $22,000 and 90+ days past due of $1.16 million.

The following table shows the Corporation’s recorded balance of loans on nonaccrual status as of September 30, 2024 and December 31, 2023. The Corporation recognized $10,000 in interest income on loans on nonaccrual status as of September 30, 2024 and had $1,000 and $9,000 in reversals of interest income upon placing commercial loans on nonaccrual status during the three and nine months ended September 30, 2024, respectively. All nonaccrual loans at September 30, 2024 had an allowance for credit losses.

Table of Contents


	September 30,		December 31,
(Dollars in thousands)	2024		2023
Commercial business	$	92	$	—
Residential mortgage		516		320
Equity lines		20		77
Other consumer		—		9
Consumer finance - automobiles		1,008		892
Consumer finance - marine and recreational vehicles		93		—
Total	$	1,729	$	1,298

Occasionally, the Corporation modifies loans to borrowers experiencing financial difficulties by providing principal forgiveness, term extensions, interest rate reductions or other-than-insignificant payment delays. As the effect of most modifications is already included in the allowance for credit losses due to the measurement methodologies used in its estimate, the allowance for credit losses is typically not adjusted upon modification. When principal forgiveness is provided at modification, the amount forgiven is charged against the allowance for credit losses. In some cases, the Corporation may provide multiple types of modifications on one loan and when multiple types of modifications occur within the same period, the combination of modifications is separately reported.

The following tables present the amortized cost basis of loans as of September 30, 2024 and 2023 that were both experiencing financial difficulty and modified during the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30, 2024					Nine Months Ended September 30, 2024
			% of Total					% of Total
			Class of					Class of
	Amortized		Financing			Amortized		Financing
(Dollars in thousands)	Cost		Receivable			Cost		Receivable
Term Extension
Commercial real estate	$	96		0.0	%	$	96		0.0	%
Residential mortgage	$	—		—		$	336		0.1
Total Term Extension	$	96				$	432

Combination Term Extension and Interest Rate Reduction
Residential mortgage	$	—		—	%	$	18		0.0	%
Total Combination Term Extension and Interest Rate Reduction	$	—				$	18
Total	$	96		0.0	%	$	450		0.0	%


	Three Months Ended September 30, 2023					Nine Months Ended September 30, 2023
			% of Total					% of Total
			Class of					Class of
	Amortized		Financing			Amortized		Financing
(Dollars in thousands)	Cost		Receivable			Cost		Receivable
Term Extension
Commercial real estate	$	969		0.2	%	$	969		0.2	%
Residential mortgage		71		0.0			71		0.0
Total Term Extension	$	1,040				$	1,040

Combination Term Extension and Interest Rate Reduction
Commercial real estate	$	—		—	%	$	45		0.0	%
Total Combination Term Extension and Interest Rate Reduction	$	—				$	45
Total	$	1,040		0.1	%	$	1,085		0.1	%

Table of Contents

The following table presents the financial effects of the loan modifications presented above to borrowers experiencing financial difficulty for the three and nine months ended September 30, 2024 and 2023.


	Three Months Ended September 30, 2024					Nine Months Ended September 30, 2024
	Weighted-			Weighted-		Weighted-			Weighted-
	Average			Average		Average			Average
	Interest Rate			Term Extension		Interest Rate			Term Extension
(Dollars in thousands)	Reduction			(in years)		Reduction			(in years)
Commercial real estate		—	%		1.0		—	%		1.0
Residential mortgage		—			—		1.51			6.9
Total		—	%		1.0		1.51	%		5.7


	Three Months Ended September 30, 2023					Nine Months Ended September 30, 2023
	Weighted-			Weighted-		Weighted-			Weighted-
	Average			Average		Average			Average
	Interest Rate			Term Extension		Interest Rate			Term Extension
(Dollars in thousands)	Reduction			(in years)		Reduction			(in years)
Commercial real estate		—	%		2.0		0.75	%		2.1
Residential mortgage		—			10.0		—			10.0
Total		—	%		2.5		0.75	%		2.6

The Corporation closely monitors the performance of modified loans to understand the effectiveness of its modification efforts. Upon the determination that all or a portion of a modified loan is uncollectible, that amount is charged against the allowance for credit losses. There were no payment defaults during the three and nine months ended September 30, 2024 and 2023 of modified loans that were modified during the previous twelve months and all were current as of September 30, 2024.

Table of Contents

NOTE 4: Allowance for Credit Losses

The Corporation conducts an analysis of the collectability of the loan portfolio on a regular basis and uses this analysis to assess the sufficiency of the allowance for credit losses on loans and to determine the necessary provision for credit losses. The Corporation segmented the loan portfolio into three loan portfolios based on common risk characteristics. The Commercial portfolio consists of commercial real estate loans, commercial business loans, commercial and consumer real estate construction loans, land acquisition and development loans, and builder lines. The Consumer portfolio consists of residential mortgage loans, equity lines, and other consumer loans. The Consumer Finance portfolio consists of automobile and marine and RV loans.

The following table shows the allowance for credit losses activity by loan portfolio for the nine months ended September 30, 2024 and 2023:


					Consumer
(Dollars in thousands)	Commercial		Consumer		Finance		Total
Allowance for credit losses:
Balance at December 31, 2023	$	12,315	$	3,758	$	23,578	$	39,651
Provision charged to operations		1,160		440		8,100		9,700
Loans charged off		—		(293)		(11,707)		(12,000)
Recoveries of loans previously charged off		28		125		3,267		3,420
Balance at September 30, 2024	$	13,503	$	4,030	$	23,238	$	40,771


					Consumer
(Dollars in thousands)	Commercial		Consumer		Finance		Total
Allowance for credit losses:
Balance at December 31, 2022	$	11,219	$	3,330	$	25,969	$	40,518
Impact of ASC 326 adoption on non-PCD loans		(617)		98		406		(113)
Impact of ASC 326 adoption on PCD loans		595		9		—		604
Provision charged to operations		839		362		4,250		5,451
Loans charged off		(16)		(240)		(9,306)		(9,562)
Recoveries of loans previously charged off		144		136		3,070		3,350
Balance at September 30, 2023	$	12,164	$	3,695	$	24,389	$	40,248

The following table presents a breakdown of the provision for credit losses for the periods indicated.


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2024		2023		2024		2023
Provision for credit losses:
Provision for loans	$	3,700	$	2,100	$	9,700	$	5,451
Provision for unfunded commitments		—		(50)		50		349
Total	$	3,700	$	2,050	$	9,750	$	5,800

Table of Contents

The table below details the recorded balance of the classes of loans within the commercial and consumer loan portfolios by loan rating, which is reviewed on a quarterly basis, and year of origination as of September 30, 2024:


													Revolving		Revolving
	Term Loans Recorded Balance by Origination Year												Loans		Loans
													Recorded		Converted
(Dollars in thousands)	2024		2023		2022		2021		2020		Prior		Balance		to Term1		Total
Commercial real estate:
Loan Rating
Pass	$	71,877	$	80,522	$	123,080	$	143,969	$	112,031	$	163,489	$	—	$	112	$	695,080
Special Mention		—		—		—		5,624		—		943		—		—		6,567
Total	$	71,877	$	80,522	$	123,080	$	149,593	$	112,031	$	164,432	$	—	$	112	$	701,647

Commercial business:
Loan Rating
Pass	$	6,189	$	14,223	$	19,158	$	14,247	$	10,710	$	25,128	$	25,587	$	—	$	115,242
Special Mention		24		52		—		—		—		—		—		—		76
Substandard Nonaccrual		—		—		—		—		—		—		—		92		92
Total	$	6,213	$	14,275	$	19,158	$	14,247	$	10,710	$	25,128	$	25,587	$	92	$	115,410

Construction - commercial real estate:
Loan Rating
Pass	$	38,479	$	50,213	$	61,410	$	—	$	4,970	$	—	$	—	$	—	$	155,072
Total	$	38,479	$	50,213	$	61,410	$	—	$	4,970	$	—	$	—	$	—	$	155,072

Land acquisition and development:
Loan Rating
Pass	$	19,073	$	2,114	$	2,662	$	1,324	$	8,601	$	—	$	—	$	—	$	33,774
Total	$	19,073	$	2,114	$	2,662	$	1,324	$	8,601	$	—	$	—	$	—	$	33,774

Builder lines:
Loan Rating
Pass	$	23,913	$	3,436	$	1,430	$	481	$	—	$	404	$	—	$	—	$	29,664
Total	$	23,913	$	3,436	$	1,430	$	481	$	—	$	404	$	—	$	—	$	29,664

Construction - consumer real estate:
Loan Rating
Pass	$	11,329	$	5,099	$	358	$	—	$	—	$	—	$	88	$	—	$	16,874
Total	$	11,329	$	5,099	$	358	$	—	$	—	$	—	$	88	$	—	$	16,874

Residential mortgage:
Loan Rating
Pass	$	39,210	$	58,659	$	84,733	$	40,701	$	36,323	$	49,080	$	—	$	—	$	308,706
Special Mention		—		869		—		—		—		223		—		—		1,092
Substandard		—		—		—		—		102		179		—		—		281
Substandard Nonaccrual		128		—		—		—		—		388		—		—		516
Total	$	39,338	$	59,528	$	84,733	$	40,701	$	36,425	$	49,870	$	—	$	—	$	310,595

Equity lines:
Loan Rating
Pass	$	23	$	—	$	—	$	—	$	70	$	839	$	58,050	$	239	$	59,221
Special Mention		—		—		—		—		—		—		—		76		76
Substandard		—		—		—		—		—		—		—		89		89
Substandard Nonaccrual		—		—		—		—		—		—		—		20		20
Total	$	23	$	—	$	—	$	—	$	70	$	839	$	58,050	$	424	$	59,406

Other consumer:
Loan Rating
Pass	$	3,842	$	2,841	$	1,828	$	336	$	163	$	611	$	46	$	—	$	9,667
Total	$	3,842	$	2,841	$	1,828	$	336	$	163	$	611	$	46	$	—	$	9,667

Total:
Loan Rating
Pass	$	213,935	$	217,107	$	294,659	$	201,058	$	172,868	$	239,551	$	83,771	$	351	$	1,423,300
Special Mention		24		921		—		5,624		—		1,166		—		76		7,811
Substandard		—		—		—		—		102		179		—		89		370
Substandard Nonaccrual		128		—		—		—		—		388		—		112		628
Total	$	214,087	$	218,028	$	294,659	$	206,682	$	172,970	$	241,284	$	83,771	$	628	$	1,432,109

Equity lines include $154,000 of revolving loans converted to term during the nine months ended September 30, 2024.

Table of Contents


													Revolving		Revolving
	Term Loans Recorded Balance by Origination Year												Loans		Loans
													Recorded		Converted
(Dollars in thousands)	2023		2022		2021		2020		2019		Prior		Balance		to Term1		Total
Commercial real estate:
Loan Rating
Pass	$	81,324	$	125,278	$	155,805	$	121,365	$	37,383	$	140,158	$	—	$	119	$	661,432
Special Mention		—		—		5,731		—		—		959		—		—		6,690
Total	$	81,324	$	125,278	$	161,536	$	121,365	$	37,383	$	141,117	$	—	$	119	$	668,122

Commercial business:
Loan Rating
Pass	$	18,682	$	18,190	$	17,219	$	12,062	$	14,847	$	15,339	$	18,686	$	261	$	115,286
Special Mention		62		—		—		—		—		—		—		—		62
Total	$	18,744	$	18,190	$	17,219	$	12,062	$	14,847	$	15,339	$	18,686	$	261	$	115,348

Construction - commercial real estate:
Loan Rating
Pass	$	29,346	$	36,907	$	—	$	3,515	$	—	$	—	$	—	$	—	$	69,768
Total	$	29,346	$	36,907	$	—	$	3,515	$	—	$	—	$	—	$	—	$	69,768

Land acquisition and development:
Loan Rating
Pass	$	4,562	$	4,665	$	9,844	$	9,993	$	—	$	—	$	—	$	—	$	29,064
Total	$	4,562	$	4,665	$	9,844	$	9,993	$	—	$	—	$	—	$	—	$	29,064

Builder lines:
Loan Rating
Pass	$	17,919	$	5,124	$	1,221	$	—	$	404	$	—	$	—	$	—	$	24,668
Total	$	17,919	$	5,124	$	1,221	$	—	$	404	$	—	$	—	$	—	$	24,668

Construction - consumer real estate:
Loan Rating
Pass	$	7,889	$	3,240	$	—	$	—	$	—	$	—	$	94	$	—	$	11,223
Total	$	7,889	$	3,240	$	—	$	—	$	—	$	—	$	94	$	—	$	11,223

Residential mortgage:
Loan Rating
Pass	$	59,441	$	91,086	$	44,292	$	40,089	$	11,524	$	46,192	$	—	$	—	$	292,624
Special Mention		—		—		—		—		—		44		—		—		44
Substandard		—		—		—		103		—		165		—		—		268
Substandard Nonaccrual		—		—		—		—		62		258		—		—		320
Total	$	59,441	$	91,086	$	44,292	$	40,192	$	11,586	$	46,659	$	—	$	—	$	293,256

Equity lines:
Loan Rating
Pass	$	—	$	—	$	34	$	70	$	—	$	857	$	50,120	$	344	$	51,425
Special Mention		—		—		—		—		—		—		—		85		85
Substandard		—		—		—		—		5		—		—		—		5
Substandard Nonaccrual		—		—		—		—		—		9		—		68		77
Total	$	—	$	—	$	34	$	70	$	5	$	866	$	50,120	$	497	$	51,592

Other consumer:
Loan Rating
Pass	$	6,263	$	2,762	$	606	$	282	$	101	$	519	$	46	$	—	$	10,579
Substandard Nonaccrual		—		—		—		—		9		—		—		—		9
Total	$	6,263	$	2,762	$	606	$	282	$	110	$	519	$	46	$	—	$	10,588

Total:
Loan Rating
Pass	$	225,426	$	287,252	$	229,021	$	187,376	$	64,259	$	203,065	$	68,946	$	724	$	1,266,069
Special Mention		62		—		5,731		—		—		1,003		—		85		6,881
Substandard		—		—		—		103		5		165		—		—		273
Substandard Nonaccrual		—		—		—		—		71		267		—		68		406
Total	$	225,488	$	287,252	$	234,752	$	187,479	$	64,335	$	204,500	$	68,946	$	877	$	1,273,629

All balances shown in this column were converted to term during the year ended December 31, 2023.

Table of Contents

The table below details the recorded balance of the classes of loans within the consumer finance loan portfolio by credit rating at the time of origination and year of origination as of September 30, 2024:


															Revolving
	Term Loans Recorded Balance by Origination Year														Loans
													Revolving		Converted
(Dollars in thousands)	2024		2023		2022		2021		2020		Prior		Loans		to Term		Total
Consumer finance - automobiles:
Credit rating1
Very good	$	19,654	$	11,317	$	8,863	$	2,796	$	550	$	125	$	—	$	—	$	43,305
Good		32,490		28,443		32,578		10,822		1,948		514		—		—		106,795
Fairly good		34,183		36,945		41,542		19,129		3,878		2,274		—		—		137,951
Fair		19,812		23,501		27,507		15,261		4,392		2,988		—		—		93,461
Marginal		3,940		4,875		6,473		5,571		2,056		1,958		—		—		24,873
Total	$	110,079	$	105,081	$	116,963	$	53,579	$	12,824	$	7,859	$	—	$	—	$	406,385

Consumer finance - marine and recreational vehicles:
Credit rating1
Very good	$	8,523	$	6,487	$	13,137	$	8,397	$	8,277	$	4,003	$	—	$	—	$	48,824
Good		4,589		6,593		7,135		1,395		1,208		684		—		—		21,604
Fairly good		—		203		186		35		28		35		—		—		487
Total	$	13,112	$	13,283	$	20,458	$	9,827	$	9,513	$	4,722	$	—	$	—	$	70,915

Total:
Credit rating1
Very good	$	28,177	$	17,804	$	22,000	$	11,193	$	8,827	$	4,128	$	—	$	—	$	92,129
Good		37,079		35,036		39,713		12,217		3,156		1,198		—		—		128,399
Fairly good		34,183		37,148		41,728		19,164		3,906		2,309		—		—		138,438
Fair		19,812		23,501		27,507		15,261		4,392		2,988		—		—		93,461
Marginal		3,940		4,875		6,473		5,571		2,056		1,958		—		—		24,873
Total	$	123,191	$	118,364	$	137,421	$	63,406	$	22,337	$	12,581	$	—	$	—	$	477,300

1	Credit ratings with a FICO score greater than 739 are considered Very Good, FICO scores ranging from 670-739 are considered Good, FICO scores ranging from 625-669 are considered Fairly Good, FICO scores ranging from 580-624 are considered Fair and FICO scores less than 580 are considered Marginal.

Table of Contents


															Revolving
	Term Loans Recorded Balance by Origination Year														Loans
													Revolving		Converted
(Dollars in thousands)	2023		2022		2021		2020		2019		Prior		Loans		to Term		Total
Consumer finance - automobiles:
Credit rating1
Very good	$	14,916	$	12,395	$	4,291	$	1,012	$	277	$	22	$	—	$	—	$	32,913
Good		35,203		42,800		15,530		3,338		1,090		325		—		—		98,286
Fairly good		44,227		54,968		26,645		6,186		3,984		1,470		—		—		137,480
Fair		28,779		36,794		22,266		7,014		4,808		1,908		—		—		101,569
Marginal		6,359		8,956		7,715		3,322		2,832		1,844		—		—		31,028
Total	$	129,484	$	155,913	$	76,447	$	20,872	$	12,991	$	5,569	$	—	$	—	$	401,276

Consumer finance - marine and recreational vehicles:
Credit rating1
Very good	$	7,481	$	15,000	$	9,857	$	9,952	$	2,518	$	2,438	$	—	$	—	$	47,246
Good		7,419		8,130		1,602		1,384		410		453		—		—		19,398
Fairly good		265		221		37		30		—		37		—		—		590
Total	$	15,165	$	23,351	$	11,496	$	11,366	$	2,928	$	2,928	$	—	$	—	$	67,234

Total:
Credit rating1
Very good	$	22,397	$	27,395	$	14,148	$	10,964	$	2,795	$	2,460	$	—	$	—	$	80,159
Good		42,622		50,930		17,132		4,722		1,500		778		—		—		117,684
Fairly good		44,492		55,189		26,682		6,216		3,984		1,507		—		—		138,070
Fair		28,779		36,794		22,266		7,014		4,808		1,908		—		—		101,569
Marginal		6,359		8,956		7,715		3,322		2,832		1,844		—		—		31,028
Total	$	144,649	$	179,264	$	87,943	$	32,238	$	15,919	$	8,497	$	—	$	—	$	468,510

1	Credit ratings with a FICO score greater than 739 are considered Very Good, FICO scores ranging from 670-739 are considered Good, FICO scores ranging from 625-669 are considered Fairly Good, FICO scores ranging from 580-624 are considered Fair and FICO scores less than 580 are considered Marginal.

The following table details the current period gross charge-offs of loans by year of origination for the nine months ended September 30, 2024:


															Revolving
	Current Period Gross Charge-offs by Origination Year														Loans
													Revolving		Converted
(Dollars in thousands)	2024		2023		2022		2021		2020		Prior		Loans		to Term		Total
Residential mortgage	$	3	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	3
Other consumer1		204		19		5		—		—		62		—		—		290
Consumer finance - automobiles		367		2,275		5,053		2,691		457		573		—		—		11,416
Consumer finance - marine and recreational vehicles		—		56		160		34		27		14		—		—		291
Total	$	574	$	2,350	$	5,218	$	2,725	$	484	$	649	$	—	$	—	$	12,000

1	Gross charge-offs of other consumer loans for the nine months ended September 30, 2024 included $193,000 of demand deposit overdrafts that originated in 2024.

Table of Contents

The following table details the current period gross charge-offs of loans by year of origination for the nine months ended September 30, 2023:


															Revolving
	Current Period Gross Charge-offs by Origination Year														Loans
													Revolving		Converted
(Dollars in thousands)	2023		2022		2021		2020		2019		Prior		Loans		to Term		Total
Commercial business	$	—	$	16	$	—	$	—	$	—	$	—	$	—	$	—	$	16
Equity lines		—		—		—		—		—		8		—		—		8
Other consumer1		199		25		—		3		2		3		—		—		232
Consumer finance - automobiles		490		4,396		2,628		583		477		567		—		—		9,141
Consumer finance - marine and recreational vehicles		—		82		—		40		6		37		—		—		165
Total	$	689	$	4,519	$	2,628	$	626	$	485	$	615	$	—	$	—	$	9,562

1	Gross charge-offs of other consumer loans for the nine months ended September 30, 2023 included $199,000 of demand deposit overdrafts that originated in 2023.

Gross charge-offs increased for the nine months ended September 30, 2024 compared to the same period in 2023 due primarily to higher charge-offs within the consumer finance-automobile portfolio segment as a result of an increase in the number of delinquent loans and repossessions and a higher average charge-off per unit as a result of larger loan amounts due to higher automobile values during 2020 and 2021 and a decline in wholesale values of used automobiles since then.

As of September 30, 2024 and December 31, 2023, the Corporation had no collateral dependent loans for which repayment was expected to be derived substantially through the operation or sale of the collateral and where the borrower is experiencing financial difficulty.

NOTE 5: Goodwill and Other Intangible Assets

The carrying amount of goodwill was $25.19 million at September 30, 2024 and December 31, 2023. There were no changes in the recorded balance of goodwill during the three and nine months ended September 30, 2024 or 2023.

The Corporation had $1.21 million and $1.41 million of other intangible assets as of September 30, 2024 and December 31, 2023, respectively. Other intangible assets were recognized in connection with the core deposits acquired from Peoples Bankshares, Incorporated in 2020 and customer relationships acquired by C&F Wealth Management in 2016. The following table summarizes the gross carrying amounts and accumulated amortization of other intangible assets:


		September 30,				December 31,
		2024				2023
		Gross				Gross
		Carrying	Accumulated			Carrying	Accumulated
(Dollars in thousands)		Amount	Amortization			Amount	Amortization
Amortizable intangible assets:
Core deposit intangibles	$	1,711	$	(673)	$	1,711	$	(588)
Other amortizable intangibles		1,405		(1,232)		1,405		(1,121)
Total	$	3,116	$	(1,905)	$	3,116	$	(1,709)

Amortization expense was $66,000 and $68,000 for the three months ended September 30, 2024 and 2023, respectively, and $196,000 and $204,000 for the nine months ended September 30, 2024 and 2023, respectively.

Table of Contents

NOTE 6: Equity, Other Comprehensive Income (Loss) and Earnings Per Share

Equity and Noncontrolling Interest

The Board of Directors authorized a program, effective January 1, 2024, to repurchase up to $10.00 million of the Corporation’s common stock through December 31, 2024 (the 2024 Repurchase Program). During the three and nine months ended September 30, 2024, the Corporation repurchased $3.24 million and $7.27 million, respectively, of its common stock under the 2024 Repurchase Program. As of September 30, 2024, there was $2.73 million remaining available for repurchases of the Corporation’s common stock under the 2024 Repurchase Program. The Corporation’s previous share repurchase program, which was authorized by the Board of Directors in December 2022, expired on December 31, 2023. The Corporation repurchased $1.31 million and $5.85 million, respectively, under the previous share repurchase program during the three and nine months ended September 30, 2023.

Additionally during the nine months ended September 30, 2024 and 2023, the Corporation withheld 9,316 shares and 7,765 shares of its common stock, respectively, from employees to satisfy tax withholding obligations upon vesting of restricted stock.

Noncontrolling interest represents an ownership interest in C&F Select LLC, a subsidiary of C&F Mortgage, held by an unrelated investor.

Accumulated Other Comprehensive Income (Loss), Net

Changes in each component of accumulated other comprehensive loss were as follows for the three months ended September 30, 2024 and 2023:


	Securities		Defined		Cash
	Available		Benefit		Flow
(Dollars in thousands)	For Sale		Plan		Hedges		Total
Accumulated other comprehensive (loss) income at June 30, 2024	$	(25,439)	$	(2,736)	$	1,076	$	(27,099)

Other comprehensive income (loss) arising during the period		10,453		—		(864)		9,589
Related income tax effects		(2,195)		—		222		(1,973)
		8,258		—		(642)		7,616

Reclassifications into net income		—		20		—		20
Related income tax effects		—		(4)		—		(4)
		—		16		—		16

Other comprehensive income (loss), net of tax		8,258		16		(642)		7,632

Accumulated other comprehensive (loss) income at September 30, 2024	$	(17,181)	$	(2,720)	$	434	$	(19,467)


	Securities		Defined		Cash
	Available		Benefit		Flow
(Dollars in thousands)	For Sale		Plan		Hedges		Total
Accumulated other comprehensive (loss) income at June 30, 2023	$	(33,635)	$	(3,195)	$	1,424	$	(35,406)

Other comprehensive (loss) income arising during the period		(7,369)		—		179		(7,190)
Related income tax effects		1,548		—		(45)		1,503
		(5,821)		—		134		(5,687)

Reclassifications into net income		—		25		(1)		24
Related income tax effects		—		(5)		—		(5)
		—		20		(1)		19

Other comprehensive (loss) income, net of tax		(5,821)		20		133		(5,668)

Accumulated other comprehensive (loss) income at September 30, 2023	$	(39,456)	$	(3,175)	$	1,557	$	(41,074)

Table of Contents

Changes in each component of accumulated other comprehensive loss were as follows for the nine months ended September 30, 2024 and 2023:


	Securities		Defined		Cash
	Available		Benefit		Flow
(Dollars in thousands)	For Sale		Plan		Hedges		Total
Accumulated other comprehensive (loss) income at December 31, 2023	$	(25,002)	$	(2,752)	$	1,067	$	(26,687)

Other comprehensive income (loss) arising during the period		9,900		—		(847)		9,053
Related income tax effects		(2,079)		—		218		(1,861)
		7,821		—		(629)		7,192

Reclassifications into net income		—		40		(5)		35
Related income tax effects		—		(8)		1		(7)
		—		32		(4)		28

Other comprehensive income (loss), net of tax		7,821		32		(633)		7,220

Accumulated other comprehensive (loss) income at September 30, 2024	$	(17,181)	$	(2,720)	$	434	$	(19,467)


	Securities		Defined		Cash
	Available		Benefit		Flow
(Dollars in thousands)	For Sale		Plan		Hedges		Total
Accumulated other comprehensive (loss) income at December 31, 2022	$	(35,184)	$	(3,236)	$	1,462	$	(36,958)

Other comprehensive income (loss) arising during the period		(5,413)		—		131		(5,282)
Related income tax effects		1,137		—		(32)		1,105
		(4,276)		—		99		(4,177)

Reclassifications into net income		5		77		(5)		77
Related income tax effects		(1)		(16)		1		(16)
		4		61		(4)		61

Other comprehensive income (loss), net of tax		(4,272)		61		95		(4,116)

Accumulated other comprehensive (loss) income at September 30, 2023	$	(39,456)	$	(3,175)	$	1,557	$	(41,074)

Table of Contents

The following table provides information regarding reclassifications from accumulated other comprehensive loss into net income for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,				Line Item In the Consolidated
(Dollars in thousands)	2024		2023		2024		2023		Statements of Income
Securities available for sale:
Reclassification of net realized losses into net income	$	—	$	—	$	—	$	(5)	Net losses on sales, maturities and calls of available for sale securities
Related income tax effects		—		—		—		1	Income tax expense
		—		—		—		(4)	Net of tax

Defined benefit plan:1
Reclassification of recognized net actuarial losses into net income		(38)		(42)		(92)		(128)	Noninterest expenses - Other
Amortization of prior service credit into net income		18		17		52		51	Noninterest expenses - Other
Related income tax effects		4		5		8		16	Income tax expense
		(16)		(20)		(32)		(61)	Net of tax

Cash flow hedges:
Amortization of hedging gains into net income		—		1		5		5	Interest expense - Trust preferred capital notes
Related income tax effects		—		—		(1)		(1)	Income tax expense
		—		1		4		4	Net of tax

Total reclassifications into net income	$	(16)	$	(19)	$	(28)	$	(61)

1	See “Note 8: Employee Benefit Plans,” for additional information.

Earnings Per Share (EPS)

The components of the Corporation’s EPS calculations are as follows:


	Three Months Ended September 30,
(Dollars in thousands)	2024		2023
Net income attributable to C&F Financial Corporation	$	5,389	$	5,789
Weighted average shares outstanding—basic and diluted		3,258,420		3,391,624


	Nine Months Ended September 30,
(Dollars in thousands)	2024		2023
Net income attributable to C&F Financial Corporation	$	13,797	$	18,536
Weighted average shares outstanding—basic and diluted		3,323,942		3,426,845

Table of Contents

The Corporation has applied the two-class method of computing basic and diluted EPS for each period presented because the Corporation’s unvested restricted shares outstanding contain rights to nonforfeitable dividends equal to dividends on the Corporation’s common stock. Accordingly, the weighted average number of shares used in the calculation of basic and diluted EPS includes both vested and unvested shares outstanding.

NOTE 7: Share-Based Plans

As permitted under the 2022 Stock and Incentive Compensation Plan, and previously under the 2013 Stock and Incentive Compensation Plan until April 19, 2022, the Corporation awards shares of restricted stock to certain key employees, non-employee directors and consultants. Restricted shares awarded to employees generally vest over periods up to five years, and restricted shares awarded to non-employee directors generally vest over periods up to three years. A summary of the activity for restricted stock awards for the periods indicated is presented below:


	2024
		Weighted-
		Average
		Grant Date
	Shares	Fair Value
Unvested, December 31, 2023	135,694	$	52.13
Granted	17,975		46.81
Vested	(32,061)		49.13
Forfeited	(1,435)		53.69
Unvested, September 30, 2024	120,173		52.12


	2023
		Weighted-
		Average
		Grant Date
	Shares	Fair Value
Unvested, December 31, 2022	145,677	$	48.88
Granted	18,540		57.32
Vested	(30,043)		51.53
Forfeited	(3,545)		49.37
Unvested, September 30, 2023	130,629		55.36

The fair value of shares that vested during the three and nine months ended September 30, 2024 was $19,000 and $1.68 million, respectively. The fair value of shares that vested during the three and nine months ended September 30, 2023 was $232,000 and $1.73 million, respectively. Share-based compensation expense, net of forfeitures, for the three and nine months ended September 30, 2024 was $485,000 ($347,000 after tax) and $1.46 million ($1.01 million after tax), respectively, for restricted stock granted during 2019 through 2024. Share-based compensation expense, net of forfeitures, for the three and nine months ended September 30, 2023 was $581,000 ($412,000 after tax) and $1.51 million ($1.02 million after tax), respectively, for restricted stock granted during 2018 through 2023. As of September 30, 2024, there was $2.98 million of total unrecognized compensation expense related to unvested restricted stock that will be recognized over the remaining requisite service periods.

Table of Contents

NOTE 8: Employee Benefit Plans

The following table summarizes the components of net periodic benefit cost for the Bank’s non-contributory cash balance pension plan.


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2024		2023		2024		2023
Components of net periodic benefit cost:
Service cost, included in salaries and employee benefits	$	339	$	344	$	1,076	$	1,032

Other components of net periodic benefit cost:
Interest cost		203		182		582		546
Expected return on plan assets		(346)		(321)		(1,031)		(963)
Amortization of prior service credit		(18)		(17)		(52)		(51)
Recognized net actuarial losses		38		42		92		128
Other components of net periodic benefit cost, included in other noninterest expense		(123)		(114)		(409)		(340)

Net periodic benefit cost	$	216	$	230	$	667	$	692

NOTE 9: Fair Value of Assets and Liabilities

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:

●

Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 assets and liabilities include debt securities traded in an active exchange market, as well as U.S. Treasury securities.

●

Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3—Valuation is determined using model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect the Corporation’s estimates of assumptions that market participants would use in pricing the respective asset or liability. Valuation techniques may include the use of pricing models, discounted cash flow models and similar techniques.

GAAP allows an entity the irrevocable option to elect fair value (the fair value option) for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. The Corporation has elected to use fair value accounting for its entire portfolio of loans held for sale (LHFS).

Table of Contents

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following describes the valuation techniques and inputs used by the Corporation in determining the fair value of certain assets recorded at fair value on a recurring basis in the financial statements.

Securities available for sale. The Corporation primarily values its investment portfolio using Level 2 fair value measurements, but may also use Level 1 or Level 3 measurements if required by the composition of the portfolio. At September 30, 2024 and December 31, 2023, the Corporation’s entire securities portfolio was comprised of investments in debt securities classified as available for sale, which were valued using Level 2 fair value measurements. The Corporation has contracted with third party portfolio accounting service vendors for valuation of its securities portfolio. The vendors’ sources for security valuation are ICE Data Services (ICE), Refinitiv, and Bloomberg Valuation Service (BVAL). Each source provides opinions, known as evaluated prices, as to the value of individual securities based on model-based pricing techniques that are partially based on available market data, including prices for similar instruments in active markets and prices for identical assets in markets that are not active. ICE provides evaluated prices for the Corporation’s obligations of states and political subdivisions category of securities. ICE uses proprietary pricing models and pricing systems, mathematical tools and judgment to determine an evaluated price for a security based upon a hierarchy of market information regarding that security or securities with similar characteristics. Refinitiv and BVAL provide evaluated prices for the Corporation’s U.S. treasury, government agencies and corporations, mortgage-backed, and corporate categories of securities. U.S. treasury securities and fixed-rate callable securities of U.S. government agencies and corporations are individually evaluated on an option adjusted spread basis for callable issues or on a nominal spread basis incorporating the term structure of agency market spreads and the appropriate risk free benchmark curve for non-callable issues. Pass-through mortgage-backed securities (MBS) in the mortgage-backed category are grouped into aggregate categories defined by issuer program, weighted average coupon, and weighted average maturity. Each aggregate is benchmarked to relative to-be-announced mortgage-backed securities (TBA securities) or other benchmark prices. TBA securities prices are obtained from market makers and live trading systems. Collateralized mortgage obligations in the mortgage-backed category are individually evaluated based upon a hierarchy of security specific information and market data regarding that security or securities with similar characteristics. Each evaluation is determined using an option adjusted spread and prepayment model based on volatility-driven, multi-dimensional spread tables. Fixed-rate securities issued by the Small Business Association in the mortgage backed category are individually evaluated based upon a hierarchy of security specific information and market data regarding that security or securities with similar characteristics.

Other investments. The Corporation holds equity investments in funds that provide debt and equity financing to small businesses. These investments are recorded at fair value and included in other assets in the Consolidated Balance Sheets. Changes in fair value are recognized in net income. The funds are managed by investment companies, and the net asset value of each fund is reported regularly by the investment companies. At September 30, 2024 and December 31, 2023, the combined fair value of these investments was $1.63 million and $1.93 million, respectively. These investments, measured at net asset value, are not presented in the tables below related to fair value measurements. Changes in fair value of these investments resulted in the recognition of unrealized gains of $140,000 and $238,000 for the three and nine months ended September 30, 2024, respectively, and unrealized gains of $72,000 and $270,000 for the same periods in 2023.

The Corporation also holds certain equity investments consisting of equity interests in an independent insurance agency and a full service title and settlement agency (collectively, the agencies). These investments are subject to contractual sale restrictions that only permit the sale of the investments back to the agencies themselves. These investments are recorded at fair value and included in other assets in the Consolidated Balance Sheets. At September 30, 2024 and December 31, 2023, the fair value of these investments was $3.92 million and $3.75 million, respectively. These investments are recorded at fair value based on the contractual redemption value of the Corporation’s proportionate share of the agencies’ equity. Changes in fair value are recognized in net income and resulted in the recognition of unrealized gains of $194,000 and $433,000 for the three and nine months ended September 30, 2024, respectively, and unrealized gains of $137,000 and $210,000 for the same periods in 2023. The Corporation’s investments in these agencies are classified as Level 2.

Loans held for sale. Fair value of the Corporation’s LHFS is based on observable market prices for similar instruments traded in the secondary mortgage loan markets in which the Corporation conducts business. The Corporation’s portfolio of LHFS is classified as Level 2.

Table of Contents

Derivative asset - IRLCs. The Corporation recognizes IRLCs at fair value. Fair value of IRLCs is based on either (i) the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis or (ii) the observable price for individual loans traded in the secondary market for loans that will be delivered on a mandatory basis. All of the Corporation’s IRLCs are classified as Level 2.

Derivative asset/liability – interest rate swaps on loans. The Corporation recognizes interest rate swaps at fair value. The Corporation has contracted with a third party vendor to provide valuations for these interest rate swaps using the discounted cash flow method. All of the Corporation’s interest rate swaps on loans are classified as Level 2.

Derivative asset/liability – cash flow hedges. The Corporation recognizes cash flow hedges at fair value. The Corporation has contracted with a third party vendor to provide valuations for these cash flow hedges using the discounted cash flow method. All of the Corporation’s cash flow hedges are classified as Level 2.

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis. The fair value of forward sales of mortgage loans were not material to the consolidated financial statements of the Corporation at September 30, 2024 or December 31, 2023.


	September 30, 2024
	Fair Value Measurements Classified as						Assets/Liabilities at
(Dollars in thousands)	Level 1		Level 2		Level 3		Fair Value
Assets:
Securities available for sale
U.S. Treasury securities	$	—	$	10,684	$	—	$	10,684
U.S. government agencies and corporations		—		63,669		—		63,669
Mortgage-backed securities		—		166,977		—		166,977
Obligations of states and political subdivisions		—		147,176		—		147,176
Corporate and other debt securities		—		20,539		—		20,539
Total securities available for sale		—		409,045		—		409,045
Loans held for sale		—		44,677		—		44,677
Other investments		—		3,919		—		3,919
Derivatives
IRLC		—		714		—		714
Interest rate swaps on loans		—		4,900		—		4,900
Cash flow hedges		—		865		—		865
Total assets	$	—	$	464,120	$	—	$	464,120

Liabilities:
Derivatives
Interest rate swaps on loans	$	—	$	4,900	$	—	$	4,900
Cash flow hedges		—		305		—		305
Total liabilities	$	—	$	5,205	$	—	$	5,205

Table of Contents


	December 31, 2023
	Fair Value Measurements Classified as						Assets/Liabilities at
(Dollars in thousands)	Level 1		Level 2		Level 3		Fair Value
Assets:
Securities available for sale
U.S. Treasury securities	$	—	$	45,103	$	—	$	45,103
U.S. government agencies and corporations		—		87,094		—		87,094
Mortgage-backed securities		—		161,696		—		161,696
Obligations of states and political subdivisions		—		147,111		—		147,111
Corporate and other debt securities		—		21,440		—		21,440
Total securities available for sale		—		462,444		—		462,444
Loans held for sale		—		14,176		—		14,176
Other investments		—		3,751		—		3,751
Derivatives
IRLC		—		335		—		335
Interest rate swaps on loans		—		6,110		—		6,110
Cash flow hedges		—		1,415		—		1,415
Total assets	$	—	$	488,231	$	—	$	488,231

Liabilities:
Derivatives
Interest rate swaps on loans	$	—	$	6,110	$	—	$	6,110
Total liabilities	$	—	$	6,110	$	—	$	6,110

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Corporation may be required, from time to time, to measure and recognize certain assets at fair value on a nonrecurring basis in accordance with GAAP. As of September 30, 2024 and December 31, 2023, the Corporation had no assets or liabilities recorded at fair value on a nonrecurring basis.

Fair Value of Financial Instruments

FASB ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments, including those financial assets and financial liabilities that are not required to be measured and reported at fair value on a recurring or nonrecurring basis. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Corporation. The Corporation uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.

Table of Contents

The following tables reflect the carrying amounts and estimated fair values of the Corporation’s financial instruments whether or not recognized on the Consolidated Balance Sheets at fair value.


	Carrying		Fair Value Measurements at September 30, 2024 Classified as						Total Fair
(Dollars in thousands)	Value		Level 1		Level 2		Level 3		Value
Financial assets:
Cash and short-term investments	$	50,703	$	49,193	$	1,510	$	—	$	50,703
Securities available for sale		409,045		—		409,045		—		409,045
Loans, net		1,868,638		—		—		1,823,821		1,823,821
Loans held for sale		44,677		—		44,677		—		44,677
Other investments		3,919		—		3,919		—		3,919
Derivatives
IRLC		714		—		714		—		714
Interest rate swaps on loans		4,900		—		4,900		—		4,900
Cash flow hedges		865		—		865		—		865
Bank-owned life insurance		21,827		—		21,827		—		21,827
Accrued interest receivable		10,198		10,198		—		—		10,198
Financial liabilities:
Demand and savings deposits		1,325,040		1,325,040		—		—		1,325,040
Time deposits		810,851		—		807,686		—		807,686
Borrowings		134,076		—		125,192		—		125,192
Derivatives
Interest rate swaps on loans		4,900		—		4,900		—		4,900
Cash flow hedges		305		—		305		—		305
Accrued interest payable		3,967		3,967		—		—		3,967


	Carrying		Fair Value Measurements at December 31, 2023 Classified as						Total Fair
(Dollars in thousands)	Value		Level 1		Level 2		Level 3		Value
Financial assets:
Cash and short-term investments	$	77,403	$	75,159	$	2,244	$	—	$	77,403
Securities available for sale		462,444		—		462,444		—		462,444
Loans, net		1,702,488		—		—		1,643,462		1,643,462
Loans held for sale		14,176		—		14,176		—		14,176
Other investments		3,751		—		3,751		—		3,751
Derivatives
IRLC		335		—		335		—		335
Interest rate swaps on loans		6,110		—		6,110		—		6,110
Cash flow hedges		1,415		—		1,415		—		1,415
Bank-owned life insurance		21,464		—		21,464		—		21,464
Accrued interest receivable		10,398		10,398		—		—		10,398
Financial liabilities:
Demand and savings deposits		1,392,931		1,392,931		—		—		1,392,931
Time deposits		673,199		—		668,965		—		668,965
Borrowings		103,618		—		90,120		—		90,120
Derivatives
Interest rate swaps on loans		6,110		—		6,110		—		6,110
Accrued interest payable		3,493		3,493		—		—		3,493

Table of Contents

NOTE 10: Business Segments

The Corporation operates in a decentralized fashion in three business segments: community banking, mortgage banking and consumer finance. The community banking segment comprises C&F Bank, C&F Wealth Management, C&F Insurance and CVB Title. Revenues from community banking operations consist primarily of net interest income related to investments in loans and securities and outstanding deposits and borrowings, fees earned on deposit accounts, debit card interchange activity, and net revenues from offering wealth management services and insurance products through third-party service providers. Through C&F Mortgage, mortgage banking operating revenues consist principally of gains on sales of loans in the secondary market, mortgage banking fee income related to loan originations, fees earned by providing mortgage loan origination functions to third-party lenders, and net interest income on mortgage loans held for sale. Revenues from consumer finance operations through C&F Finance consist primarily of net interest income earned on purchased retail installment sales contracts.

The standalone Corporation’s revenues and expenses are comprised primarily of interest expense associated with the Corporation’s trust preferred capital notes and subordinated debt, general corporate expenses, and changes in the value of the rabbi trust and deferred compensation liability related to its nonqualified deferred compensation plan. The results of the Corporation, which includes funding and operating costs that are not allocated to the business segments, are included in the column labeled “Other” in the tables below.


	Three Months Ended September 30, 2024
	Community		Mortgage		Consumer
(Dollars in thousands)	Banking		Banking		Finance		Other		Eliminations		Consolidated
Interest income	$	29,087	$	597	$	12,676	$	—	$	(6,229)	$	36,131
Interest expense		10,822		307		6,025		621		(6,333)		11,442
Net interest income		18,265		290		6,651		(621)		104		24,689
Gain on sales of loans		—		1,704		—		—		121		1,825
Other noninterest income		4,599		1,203		197		1,020		(72)		6,947
Net revenue		22,864		3,197		6,848		399		153		33,461

Provision for credit losses		700		—		3,000		—		—		3,700
Noninterest expense		15,587		2,725		3,418		1,378		(17)		23,091
Income (loss) before taxes		6,577		472		430		(979)		170		6,670
Income tax expense (benefit)		1,240		121		119		(265)		35		1,250
Net income (loss)	$	5,337	$	351	$	311	$	(714)	$	135	$	5,420

Other data:
Capital expenditures	$	2,026	$	6	$	—	$	—	$	—	$	2,032
Depreciation and amortization	$	843	$	18	$	84	$	—	$	—	$	945

Table of Contents


	Three Months Ended September 30, 2023
	Community		Mortgage		Consumer
(Dollars in thousands)	Banking		Banking		Finance		Other		Eliminations		Consolidated
Interest income	$	25,066	$	517	$	12,020	$	—	$	(5,917)	$	31,686
Interest expense		6,675		232		5,748		548		(5,979)		7,224
Net interest income		18,391		285		6,272		(548)		62		24,462
Gain on sales of loans		—		1,198		—		—		22		1,220
Other noninterest income		4,415		1,144		(19)		(496)		(50)		4,994
Net revenue		22,806		2,627		6,253		(1,044)		34		30,676

Provision for loan losses		500		—		1,550		—		—		2,050
Noninterest expense		15,323		2,631		3,761		(172)		(17)		21,526
Income (loss) before taxes		6,983		(4)		942		(872)		51		7,100
Income tax expense (benefit)		1,298		1		260		(246)		10		1,323
Net income (loss)	$	5,685	$	(5)	$	682	$	(626)	$	41	$	5,777

Other data:
Capital expenditures	$	251	$	12	$	146	$	—	$	—	$	409
Depreciation and amortization	$	838	$	18	$	100	$	—	$	—	$	956


	Nine Months Ended September 30, 2024
	Community		Mortgage		Consumer
(Dollars in thousands)	Banking		Banking		Finance		Other		Eliminations		Consolidated
Interest income	$	82,691	$	1,411	$	37,084	$	—	$	(18,035)	$	103,151
Interest expense		29,768		595		17,722		1,708		(18,317)		31,476
Net interest income		52,923		816		19,362		(1,708)		282		71,675
Gain on sales of loans		—		5,048		—		—		(234)		4,814
Other noninterest income		12,874		3,443		678		1,979		(200)		18,774
Net revenue		65,797		9,307		20,040		271		(152)		95,263

Provision for loan losses		1,650		—		8,100		—		—		9,750
Noninterest expense		47,153		7,938		10,363		3,208		(48)		68,614
Income (loss) before taxes		16,994		1,369		1,577		(2,937)		(104)		16,899
Income tax expense (benefit)		3,074		348		435		(825)		(22)		3,010
Net income (loss)	$	13,920	$	1,021	$	1,142	$	(2,112)	$	(82)	$	13,889

Other data:
Capital expenditures	$	2,842	$	103	$	111	$	—	$	—	$	3,056
Depreciation and amortization	$	2,536	$	52	$	253	$	—	$	—	$	2,841

Table of Contents


	Nine Months Ended September 30, 2023
	Community		Mortgage		Consumer
(Dollars in thousands)	Banking		Banking		Finance		Other		Eliminations		Consolidated
Interest income	$	72,531	$	1,312	$	35,313	$	—	$	(17,427)	$	91,729
Interest expense		16,268		513		17,060		1,696		(17,573)		17,964
Net interest income		56,263		799		18,253		(1,696)		146		73,765
Gain on sales of loans		—		4,983		—		—		(53)		4,930
Other noninterest income		12,759		3,413		25		840		(155)		16,882
Net revenue		69,022		9,195		18,278		(856)		(62)		95,577

Provision for loan losses		1,550		—		4,250		—		—		5,800
Noninterest expense		45,649		8,459		10,909		1,839		(46)		66,810
Income (loss) before taxes		21,823		736		3,119		(2,695)		(16)		22,967
Income tax expense (benefit)		4,081		168		858		(790)		(8)		4,309
Net income (loss)	$	17,742	$	568	$	2,261	$	(1,905)	$	(8)	$	18,658

Other data:
Capital expenditures	$	861	$	12	$	146	$	—	$	—	$	1,019
Depreciation and amortization	$	2,558	$	61	$	300	$	—	$	—	$	2,919


	Community		Mortgage		Consumer
(Dollars in thousands)	Banking		Banking		Finance		Other		Eliminations		Consolidated
Total assets at September 30, 2024	$	2,435,009	$	52,431	$	485,201	$	31,078	$	(452,815)	$	2,550,904
Total assets at December 31, 2023	$	2,319,810	$	22,177	$	476,671	$	35,581	$	(415,741)	$	2,438,498

The community banking segment extends two warehouse lines of credit to the mortgage banking segment, providing a portion of the funds needed to originate mortgage loans. The community banking segment charges the mortgage banking segment interest at the daily FHLB advance rate plus a spread ranging from 50 basis points to 175 basis points. The community banking segment also provides the consumer finance segment with a portion of the funds needed to purchase loan contracts by means of variable rate notes that carry interest at one-month term SOFR plus 211.5 basis points, with a floor of 3.5 percent and a ceiling of 6.0 percent, and fixed rate notes that carry interest at rates ranging from 3.8 percent to 4.0 percent. The community banking segment acquires certain residential real estate loans from the mortgage banking segment at prices similar to those paid by third-party investors. These transactions are eliminated to reach consolidated totals. In addition to unallocated expenses recorded by the holding company, certain overhead costs are incurred by the community banking segment and are not allocated to the mortgage banking and consumer finance segments.

NOTE 11: Commitments and Contingent Liabilities

The Corporation enters into commitments to extend credit in the normal course of business to meet the financing needs of its customers, including loan commitments and standby letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amounts recorded on the Consolidated Balance Sheets. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit written is represented by the contractual amount of these instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Collateral is obtained based on management’s credit assessment of the customer.

Loan commitments are agreements to extend credit to a customer provided that there are no violations of the terms of the contract prior to funding. Commitments have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of loan commitments at the Bank was $447.94 million at September 30, 2024 and $413.53 million at December 31, 2023, which does not include IRLCs at the mortgage banking segment, which are discussed in Note 12.

Table of Contents

Standby letters of credit are written conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The total contract amount of standby letters of credit, whose contract amounts represent credit risk, was $18.41 million at September 30, 2024 and $7.91 million at December 31, 2023.

The mortgage banking segment sells the majority of the residential mortgage loans it originates to third-party investors. Additionally, the community banking segment purchases residential mortgage loans from the mortgage banking segment under terms and conditions similar to third-party investors. As is customary in the industry, the agreements with these investors require the mortgage banking segment to extend representations and warranties with respect to program compliance, borrower misrepresentation, fraud, and early payment performance. Under the agreements, the investors are entitled to make loss claims and repurchase requests of the mortgage banking segment for loans that contain covered deficiencies. The mortgage banking segment has obtained early payment default recourse waivers for a portion of its business. Recourse periods for early payment default for the remaining investors vary from 90 days up to one year. Recourse periods for borrower misrepresentation or fraud, or underwriting error do not have a stated time limit. The mortgage banking segment maintains an allowance for indemnifications that represents management’s estimate of losses that are probable of arising under these recourse provisions. As performance data for loans that have been sold is not made available to the mortgage banking segment by the investors, the estimate of potential losses is inherently subjective and is based on historical indemnification payments and management’s assessment of current conditions that may contribute to indemnified losses on mortgage loans that have been sold in the secondary market. For the three and nine months ended September 30, 2024, the Corporation recorded a net reversal of provision for indemnifications of $100,000 and $375,000, respectively, and recorded a net reversal of provision for indemnifications of $200,000 and $435,000 for the three and nine months ended September 30, 2023, respectively, which is included in “Noninterest Expenses – Other” on the Consolidated Statements of Income. No indemnification payments were made during the three and nine months ended September 30, 2024 and 2023. The allowance for indemnifications was $1.43 million and $1.81 million at September 30, 2024 and December 31, 2023, respectively.

NOTE 12: Derivative Financial Instruments

The Corporation uses derivative financial instruments primarily to manage risks to the Corporation associated with changing interest rates, and to assist customers with their risk management objectives. The Corporation designates certain interest rate swaps as hedging instruments in qualifying cash flow hedges. The changes in fair value of these designated hedging instruments is reported as a component of other comprehensive income (loss). Derivative contracts that are not designated in a qualifying hedging relationship include customer accommodation loan swaps and contracts related to mortgage banking activities.

Cash flow hedges. The Corporation designates interest rate swaps as cash flow hedges when they are used to manage exposure to variability in cash flows on variable rate borrowings such as the Corporation’s trust preferred capital notes. These interest rate swaps are derivative financial instruments that manage the risk of variability in cash flows by exchanging variable-rate interest payments on a notional amount of the Corporation’s borrowings for fixed-rate interest payments. Interest rate swaps designated as cash flow hedges are expected to be highly effective in offsetting the effect of changes in interest rates on the amount of variable-rate interest payments, and the Corporation assesses the effectiveness of each hedging relationship quarterly. If the Corporation determines that a cash flow hedge is no longer highly effective, future changes in the fair value of the hedging instrument would be reported in earnings. As of September 30, 2024, the Corporation has designated cash flow hedges to manage its exposure to variability in cash flows on certain variable rate borrowings for periods that end between June 2026 and June 2029.

All interest rate swaps were entered into with counterparties that met the Corporation’s credit standards and the agreements contain collateral provisions protecting the at-risk party. The Corporation believes that the credit risk inherent in these derivative contracts is not significant.

Unrealized gains or losses recorded in other comprehensive income (loss) related to cash flow hedges are reclassified into earnings in the same period(s) during which the hedged interest payments affect earnings. When a designated hedging instrument is terminated and the hedged interest payments remain probable of occurring, any remaining unrecognized gain or loss in other comprehensive income (loss) is reclassified into earnings in the period(s) during which the forecasted interest payments affect earnings.

Table of Contents

Amounts reclassified into earnings and interest receivable or payable under designated interest rate swaps are reported in interest expense. The Corporation does not expect any unrealized losses related to cash flow hedges to be reclassified into earnings in the next twelve months.

Loan swaps. The Bank also enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Bank simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and offsetting terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These back-to-back loan swaps are derivative financial instruments and are reported at fair value in “other assets” and “other liabilities” in the Consolidated Balance Sheets. Changes in the fair value of loan swaps are recorded in other noninterest income and sum to zero because of the offsetting terms of swaps with borrowers and swaps with dealer counterparties.

Mortgage banking. The mortgage banking segment enters into IRLCs with customers to originate loans for which the interest rates are determined (or “locked”) prior to funding. The mortgage banking segment is exposed to interest rate risk through fixed-rate IRLCs and mortgage loans from the time that interest rates are locked until the loans are sold in the secondary market. The mortgage banking segment mitigates this interest rate risk by entering into forward sales contracts with investors, which at times includes the community banking segment, at the time that interest rates are locked for mortgage loans to be delivered on a best efforts basis. IRLCs are derivative financial instruments and are reported at fair value in other assets and other liabilities in the Consolidated Balance Sheets, along with the changes in fair value of the related forward sales of loans. Changes in the fair value of mortgage banking derivatives are recorded as a component of gains on sales of loans.

At September 30, 2024, the mortgage banking segment had $45.58 million of IRLCs and $44.68 million of mortgage loans held for sale for which it managed interest rate risk using best-efforts forward sales contracts for $90.26 million in mortgage loans.

At December 31, 2023, the mortgage banking segment had $26.15 million of IRLCs and $14.18 million of mortgage loans held for sale for which it managed interest rate risk using best-efforts forward sales contracts for $40.33 million in mortgage loans.

The following tables summarize key elements of the Corporation’s derivative instruments.


	September 30, 2024
	Notional
(Dollars in thousands)	Amount		Assets		Liabilities
Cash flow hedges:
Interest rate swap contracts	$	25,000	$	865	$	305
Not designated as hedges:
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower		115,837		1,727		3,173
Matched interest rate swaps with counterparty		115,837		3,173		1,727
Mortgage banking contracts:
IRLCs		45,582		714		—


	December 31, 2023
	Notional
(Dollars in thousands)	Amount		Assets		Liabilities
Cash flow hedges:
Interest rate swap contracts	$	25,000	$	1,415	$	—
Not designated as hedges:
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower		109,638		1,611		4,499
Matched interest rate swaps with counterparty		109,638		4,499		1,611
Mortgage banking contracts:
IRLCs		26,152		335		—

Table of Contents

The Corporation and the Bank are required to maintain cash collateral with dealer counterparties for interest rate swap relationships in a loss position. At both September 30, 2024 and December 31, 2023, there was no cash collateral maintained with dealer counterparties.

NOTE 13: Other Noninterest Expenses

The following table presents the significant components in the Consolidated Statements of Income line “Noninterest Expenses-Other.”


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2024		2023		2024		2023
Loan expenses	$	474	$	614	$	1,343	$	1,760
Telecommunication expenses		372		344		1,142		970
Travel and educational expenses		221		305		747		959
Postage and courier expenses		232		250		777		744
Licenses and taxes expense		243		238		729		658
Finance payment processing expense		210		199		627		602
Provision for indemnifications		(100)		(200)		(375)		(435)
Other components of net periodic pension cost		(123)		(114)		(409)		(340)
All other noninterest expenses		670		704		1,918		1,888
Total other noninterest expenses	$	2,199	$	2,340	$	6,499	$	6,806

Table of Contents

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

The following discussion supplements and provides information about the major components of the results of operations, financial condition, liquidity and capital resources of the Corporation. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements. For additional information regarding the Company’s results for the three months ended March 31, 2024 and the three and six months ended June 30, 2024, please refer to our first and second quarter Form 10-Qs filed with the SEC on May 7, 2024 and August 2, 2024, respectively. In addition to current and historical information, the following discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our future business, financial condition or results of operations. For a description of certain factors that may have a significant impact on our future business, financial condition or results of operations, see “Cautionary Statement About Forward-Looking Statements” at the end of this discussion and analysis.

OVERVIEW

Our primary financial goals are to maximize the Corporation’s earnings and to deploy capital in profitable growth initiatives that will enhance long-term shareholder value. We track three primary financial performance measures in order to assess the level of success in achieving these goals: (1) return on average assets (ROA), (2) return on average equity (ROE), and (3) growth in earnings. In addition to these financial performance measures, we track the performance of the Corporation’s three business segments: community banking, mortgage banking, and consumer finance. We also actively manage our capital through growth, dividends and share repurchases, while considering the need to maintain a strong capital position.

The following table presents selected financial performance highlights for the periods indicated:

TABLE 1: Financial Performance Highlights


(Dollars in thousands, except for per share data)	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net Income (Loss):
Community Banking	$	5,337		$	5,685		$	13,920		$	17,742
Mortgage Banking		351			(5)			1,021			568
Consumer Finance		311			682			1,142			2,261
Other		(579)			(585)			(2,194)			(1,913)
Consolidated net income	$	5,420		$	5,777		$	13,889		$	18,658

Earnings per share - basic and diluted	$	1.65		$	1.71		$	4.15		$	5.41

Annualized return on average equity		9.74	%		11.28	%		8.47	%		12.22	%
Annualized return on average assets		0.86	%		0.96	%		0.75	%		1.04	%
Annualized return on average tangible common equity (ROTCE)1		11.16	%		13.19	%		9.74	%		14.18	%

1	Refer to “Use of Certain Non-GAAP Financial Measures,” below, for information about these non-GAAP financial measures, including a quantitative reconciliation to the most directly comparable financial measures calculated in accordance with GAAP.

Consolidated net income decreased $357,000 and $4.8 million for the third quarter and first nine months of 2024, respectively, compared to the same periods in 2023 due primarily to lower net income of the community banking segment and consumer finance segment, partially offset by higher net income of the mortgage banking segment.

A discussion of the performance of our business segments is included under the heading “Business Segments” in the “Results of Operations” section of this discussion and analysis.

Table of Contents

Key highlights for the third quarter and first nine months of 2024 are as follows.

●

Community banking segment loans grew $158.5 million, or 16.6 percent annualized, compared to December 31, 2023;

●

Consumer finance segment loans grew $8.8 million, or 2.5 percent annualized, compared to December 31, 2023;

●

Deposits increased $69.8 million, or 4.5 percent annualized, compared to December 31, 2023;

●

Consolidated annualized net interest margin was 4.13 percent for the third quarter of 2024 compared to 4.29 percent for the third quarter of 2023 and 4.12 percent in the second quarter of 2024;

●

The community banking segment recorded provision for credit losses of $700,000 and $1.7 million for the third quarter and first nine months of 2024, respectively, compared to $500,000 and $1.6 million for the same periods in 2023;

●

The consumer finance segment recorded provision for credit losses of $3.0 million and $8.1 million for the third quarter and first nine months of 2024, respectively, compared to $1.6 million and $4.3 million for the same periods in 2023;

●

The consumer finance segment experienced net charge-offs at an annualized rate of 2.36 percent of average total loans for the first nine months of 2024, compared to 1.75 percent for the first nine months of 2023;

●

Mortgage banking segment loan originations were $157.0 million for the third quarter of 2024, an increase of $27.3 million, or 21.1 percent, and an increase of $11.0 million, or 7.5 percent, compared to the third quarter of 2023 and the second quarter of 2024, respectively;

●

During the third quarter of 2024, the community banking segment opened a new retail banking branch in Colonial Heights, Virginia and announced the closure of its Hampton, Virginia branch in the fourth quarter of 2024.

Capital Management and Dividends

Total equity was $228.0 million at September 30, 2024, compared to $217.5 million at December 31, 2023. Under regulatory capital standards, the Corporation’s tier 1 risk-based capital and total risk-based capital ratios at September 30, 2024 were 11.6 percent and 13.8 percent, respectively, compared to 12.6 percent and 14.8 percent, respectively, at December 31, 2023. The decrease in the Corporation’s tier 1 risk-based capital and total risk-based capital ratios at September 30, 2024 compared to December 31, 2023 was due primarily to growth in risk-weighted assets resulting from higher balances of loans outpacing growth in equity. At September 30, 2024, the book value per share of the Corporation’s common stock was $70.29, and tangible book value per share, which is a non-GAAP financial measure, was $62.13, compared to $64.28 and $56.40, respectively, at December 31, 2023.

Total equity increased $10.4 million at September 30, 2024 compared to December 31, 2023, due primarily to net income and lower unrealized losses in the market value of securities available for sale, which are recognized as a component of other comprehensive income, partially offset by share repurchases and dividends paid on the Corporation’s common stock. The Corporation’s securities available for sale are fixed income debt securities and their unrealized loss position, a component of accumulated other comprehensive income, is a result of rising market interest rates since they were purchased. The Corporation expects to recover its investments in debt securities through scheduled payments of principal and interest, and unrealized losses are not expected to affect the earnings or regulatory capital of the Corporation or C&F Bank. The accumulated other comprehensive loss related to the Corporation’s securities available for sale decreased to $17.2 million at September 30, 2024, compared to $25.0 million at December 31, 2023, as a result of fluctuations in debt security market interest rates.

The Corporation declared a quarterly cash dividend of 44 cents per share during the third quarter of 2024, which was paid on October 1, 2024. This dividend represents a payout ratio of 26.7 percent of earnings per share for the third quarter of 2024. The Board of Directors of the Corporation continually reviews the amount of cash dividends per share and the resulting dividend payout ratio in light of changes in economic conditions, current and future capital levels and requirements and expected future earnings. In making its decision on the payment of dividends on the Corporation’s common stock, the Corporation’s Board of Directors considers operating results, financial condition, capital adequacy, regulatory requirements, shareholder returns, growth expectations and other factors.

Table of Contents

The Corporation has a share repurchase program that was authorized by the Board of Directors to repurchase up to $10.0 million of the Corporation’s common stock, effective January 1, 2024 through December 31, 2024. During the third quarter and first nine months of 2024, the Corporation repurchased 60,520 shares, or $3.2 million, and 149,594 shares, or $7.3 million, of its common stock under this share repurchase program, respectively.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements requires us to make estimates and assumptions. Those accounting policies with the greatest uncertainty and that require management’s most difficult, subjective or complex judgments affecting the application of these policies, and the greatest likelihood that materially different amounts would be reported under different conditions, or using different assumptions, are described below.

Allowance for Credit Losses: We establish the allowance for credit losses through charges to earnings in the form of a provision for credit losses. Loan losses are charged against the allowance for credit losses for the difference between the carrying value of the loan and the estimated net realizable value or fair value of the collateral, if collateral dependent, when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance. The allowance represents management’s current estimate of expected credit losses over the contractual term of loans held for investment, and is recorded at an amount that, in management’s judgment, reduces the recorded investment in loans to the net amount expected to be collected. Management’s judgment in determining the level of the allowance is based on evaluations of historical loan losses, current conditions and reasonable and supportable forecasts relevant to the collectability of loans. The measurement of the allowance for credit losses on commercial and consumer loans is based in part on forecasts of the national unemployment rate, which we believe to be indicative of risk factors related to the collectability of commercial and consumer loans. In addition, management’s estimate of expected credit losses is based on the remaining life of loans held for investment, and changes in expected prepayment behavior may result in changes in the remaining life of loans and expected credit losses. Management also assesses the risk of credit losses arising from changes in general market, economic and business conditions; the nature and volume of the loan portfolio; the volume and severity of delinquencies and adversely classified loan balances and the value of underlying collateral in determining the recorded balance of the allowance for credit losses. This evaluation is inherently subjective because it requires estimates that are susceptible to significant revision as more information becomes available. In evaluating the level of the allowance, we consider a range of possible assumptions and outcomes related to the various factors identified above. The level of the allowance is particularly sensitive to changes in the actual and forecasted national unemployment rate and changes in current conditions or reasonably expected future conditions affecting the collectability of loans.

Goodwill: The Corporation’s goodwill was recognized in connection with past business combinations and is reported at the community banking segment and the consumer finance segment. The Corporation reviews the carrying value of goodwill at least annually or more frequently if certain impairment indicators exist. In testing goodwill for impairment, the Corporation may first consider qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, we conclude that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then no further testing is required and the goodwill of the reporting unit is not impaired. If the Corporation elects to bypass the qualitative assessment or if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the fair value of the reporting unit is compared with its carrying value to determine whether an impairment exists. In the last evaluation of goodwill at the community banking segment and the consumer finance segment, which was the annual evaluation in the fourth quarter of 2023, the Corporation concluded that no impairment existed based on an assessment of qualitative factors.

For further information concerning accounting policies, refer to Item 8. “Financial Statements and Supplementary Data,” under the heading “Note 1: Summary of Significant Accounting Policies” in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.

Table of Contents

RESULTS OF OPERATIONS

NET INTEREST INCOME

The following table shows the average balance sheets, the amounts of interest earned on earning assets, with related yields, and interest expense on interest-bearing liabilities, with related rates, for the three and nine months ended September 30, 2024 and 2023. Interest on tax-exempt loans and securities is presented on a taxable-equivalent basis (which converts the income on loans and investments for which no income taxes are paid to the equivalent yield as if income taxes were paid) using the federal corporate income tax rate of 21 percent that was applicable for all periods presented. Average balances of securities available for sale are included at amortized cost. Loans include loans held for sale. Loans placed on a nonaccrual status are included in the balances and are included in the computation of yields, but had no material effect.

TABLE 2: Average Balances, Income and Expense, Yields and Rates


	Three Months Ended September 30,
	2024						2023
	Average		Income/		Yield/		Average		Income/		Yield/
(Dollars in thousands)	Balance		Expense		Rate		Balance		Expense		Rate
Assets
Securities:
Taxable	$	318,834	$	1,828	2.29	%	$	414,036	$	2,207	2.13	%
Tax-exempt		119,253		1,130	3.79			110,182		927	3.37
Total securities		438,087		2,958	2.70			524,218		3,134	2.39
Loans:
Community banking segment		1,411,337		19,797	5.58			1,224,791		15,887	5.15
Mortgage banking segment		40,232		597	5.90			30,210		517	6.79
Consumer finance segment		481,124		12,676	10.48			472,811		12,019	10.09
Total loans		1,932,693		33,070	6.81			1,727,812		28,423	6.53
Interest-bearing deposits in other banks		38,756		389	3.99			38,507		379	3.90
Total earning assets		2,409,536		36,417	6.02			2,290,537		31,936	5.54
Allowance for credit losses		(40,879)						(41,014)
Total non-earning assets		158,063						151,070
Total assets	$	2,526,720					$	2,400,593

Liabilities and Equity
Interest-bearing deposits:
Interest-bearing demand deposits	$	323,019		540	0.67		$	341,707		505	0.59
Money market deposit accounts		293,789		1,104	1.49			304,309		782	1.02
Savings accounts		178,417		23	0.05			204,042		29	0.06
Certificates of deposit		801,669		8,524	4.23			571,499		4,316	3.00
Total interest-bearing deposits		1,596,894		10,191	2.54			1,421,557		5,632	1.57
Borrowings:
Repurchase agreements		27,207		117	1.72			29,440		95	1.29
Other borrowings		93,961		1,134	4.83			122,250		1,497	4.90
Total borrowings		121,168		1,251	4.13			151,690		1,592	4.20
Total interest-bearing liabilities		1,718,062		11,442	2.65			1,573,247		7,224	1.83
Noninterest-bearing demand deposits		537,796						577,382
Other liabilities		48,330						45,124
Total liabilities		2,304,188						2,195,753
Equity		222,532						204,840
Total liabilities and equity	$	2,526,720					$	2,400,593
Net interest income			$	24,975					$	24,712
Interest rate spread					3.37	%					3.71	%
Interest expense to average earning assets					1.89	%					1.25	%
Net interest margin					4.13	%					4.29	%

Table of Contents


	Nine Months Ended September 30,
	2024						2023
	Average		Income/		Yield/		Average		Income/		Yield/
(Dollars in thousands)	Balance		Expense		Rate		Balance		Expense		Rate
Assets
Securities:
Taxable	$	340,297	$	5,665	2.22	%	$	441,204	$	7,017	2.12	%
Tax-exempt		119,931		3,368	3.74			104,549		2,572	3.28
Total securities		460,228		9,033	2.62			545,753		9,589	2.34
Loans:
Community banking segment		1,357,962		55,671	5.48			1,199,560		45,375	5.06
Mortgage banking segment		30,759		1,411	6.13			26,713		1,312	6.57
Consumer finance segment		477,768		37,084	10.37			474,738		35,312	9.94
Total loans		1,866,489		94,166	6.74			1,701,011		81,999	6.45
Interest-bearing deposits in other banks		30,197		811	3.59			33,072		836	3.38
Total earning assets		2,356,914		104,010	5.89			2,279,836		92,424	5.42
Allowance for credit losses		(40,670)						(41,192)
Total non-earning assets		155,935						150,826
Total assets	$	2,472,179					$	2,389,470

Liabilities and Equity
Interest-bearing deposits:
Interest-bearing demand deposits	$	326,540		1,569	0.64		$	359,157		1,578	0.59
Money market deposit accounts		295,257		3,177	1.44			323,630		2,121	0.88
Savings accounts		181,880		85	0.06			213,940		91	0.06
Certificates of deposit		753,114		23,140	4.10			509,424		9,447	2.48
Total interest-bearing deposits		1,556,791		27,971	2.40			1,406,151		13,237	1.26
Borrowings:
Repurchase agreements		26,774		325	1.62			32,048		273	1.14
Other borrowings		91,024		3,180	4.66			122,984		4,454	4.83
Total borrowings		117,798		3,505	3.97			155,032		4,727	4.07
Total interest-bearing liabilities		1,674,589		31,476	2.51			1,561,183		17,964	1.54
Noninterest-bearing demand deposits		533,113						582,573
Other liabilities		45,835						42,108
Total liabilities		2,253,537						2,185,864
Equity		218,642						203,606
Total liabilities and equity	$	2,472,179					$	2,389,470
Net interest income			$	72,534					$	74,460
Interest rate spread					3.38	%					3.88	%
Interest expense to average earning assets					1.78	%					1.05	%
Net interest margin					4.11	%					4.37	%

Interest income and expense are affected by fluctuations in interest rates, by changes in the volume of earning assets and interest-bearing liabilities, and by the interaction of rate and volume factors. The following table shows the direct causes of the period-to-period changes in the components of net interest income on a taxable-equivalent basis. The Corporation calculates the rate and volume variances using a formula prescribed by the SEC. Rate/volume variances, the third element in the calculation, are not shown separately in the table, but are allocated to the rate and volume variances in proportion to the absolute dollar amounts of each.

Table of Contents

TABLE 3: Rate-Volume Recap


	Three Months Ended September 30, 2024 from 2023
	Increase (Decrease)				Total
	Due to				Increase
(Dollars in thousands)	Rate		Volume		(Decrease)
Interest income:
Loans:
Community banking segment	$	1,385	$	2,525	$	3,910
Mortgage banking segment		(75)		155		80
Consumer finance segment		452		205		657
Securities:
Taxable		157		(536)		(379)
Tax-exempt		123		80		203
Interest-bearing deposits in other banks		8		2		10
Total interest income		2,050		2,431		4,481
Interest expense:
Interest-bearing deposits:
Interest-bearing demand deposits		65		(30)		35
Money market deposit accounts		350		(28)		322
Savings accounts		(2)		(4)		(6)
Certificates of deposit		2,123		2,085		4,208
Total interest-bearing deposits		2,536		2,023		4,559
Borrowings:
Repurchase agreements		30		(8)		22
Other borrowings		(22)		(341)		(363)
Total interest expense		2,544		1,674		4,218
Change in net interest income	$	(494)	$	757	$	263


	Nine Months Ended September 30, 2024 from 2023
	Increase (Decrease)				Total
	Due to				Increase
(Dollars in thousands)	Rate		Volume		(Decrease)
Interest income:
Loans:
Community banking segment	$	3,974	$	6,322	$	10,296
Mortgage banking segment		(92)		191		99
Consumer finance segment		1,545		227		1,772
Securities:
Taxable		317		(1,669)		(1,352)
Tax-exempt		389		407		796
Interest-bearing deposits in other banks		50		(75)		(25)
Total interest income		6,183		5,403		11,586
Interest expense:
Interest-bearing deposits:
Interest-bearing demand deposits		134		(143)		(9)
Money market deposit accounts		1,257		(201)		1,056
Savings accounts		—		(6)		(6)
Certificates of deposit		7,905		5,788		13,693
Total interest-bearing deposits		9,296		5,438		14,734
Borrowings:
Repurchase agreements		102		(50)		52
Other borrowings		(152)		(1,122)		(1,274)
Total interest expense		9,246		4,266		13,512
Change in net interest income	$	(3,063)	$	1,137	$	(1,926)

Net interest income, on a taxable-equivalent basis, for the third quarter of 2024 increased to $25.0 million, compared to $24.7 million for the third quarter of 2023, due primarily to higher average balances of earning assets, partially offset by a decrease in net interest margin. Net interest income, on a taxable-equivalent basis, for the first nine months of 2024 decreased to $72.5 million, compared to $74.5 million for the first nine months of 2023, due primarily to a decrease in net interest margin, partially offset by higher average balances of earning assets. Annualized net interest margin decreased 16 basis points to 4.13 percent for the third quarter of 2024 and decreased 26 basis points to 4.11 percent for the first nine months of 2024, compared to the same periods of 2023, due primarily to an increase in costs of interest-bearing deposits and a shift to higher cost deposits, partially offset by an increase in yields and higher balances of earning assets.

Table of Contents

Annualized net interest margin increased to 4.13 percent for the third quarter of 2024 compared to 4.12 percent and 4.09 percent for the second quarter of 2024 and the first quarter of 2024, respectively. The Federal Reserve Bank (FRB) increased the target federal funds interest rate from an upper limit of 4.50 percent at December 31, 2022 to 5.50 percent by September 30, 2023, where it remained unchanged until September 2024 when it was lowered to 5.00 percent. The yield on interest-earning assets increased by 48 basis points and 47 basis points for the third quarter and first nine months of 2024, respectively, compared to the same periods in 2023. The cost of interest-bearing liabilities increased by 82 basis points and 97 basis points for the third quarter and first nine months of 2024, respectively, compared to the same periods of 2023. Average earning assets increased $119.0 million and $77.1 million for the third quarter and first nine months of 2024, respectively, compared to the same periods in 2023. Average interest-bearing liabilities increased $144.8 million and $113.4 million for the third quarter and first nine months of 2024, respectively, compared to the same periods in 2023. Average noninterest-bearing demand deposits decreased $39.6 million and $49.5 million for the third quarter and first nine months of 2024, respectively, compared to the same periods in 2023.

Average loans, which includes both loans held for investment and loans held for sale, increased $204.9 million to $1.93 billion for the third quarter of 2024 and increased $165.5 million to $1.87 billion for the first nine months of 2024, compared to the same periods in 2023. Average loans at the community banking segment increased $186.5 million, or 15.2 percent, for the third quarter of 2024 and increased $158.4 million, or 13.2 percent, for the first nine months of 2024, compared to the same periods in 2023, due primarily to growth in the construction, commercial real estate, and residential mortgage segments of the loan portfolio. Average loans at the consumer finance segment increased $8.3 million, or 1.8 percent, for the third quarter of 2024 and increased $3.0 million, or less than 1.0 percent, for the first nine months of 2024, compared to the same periods in 2023, due primarily to an increase in the marine and recreational vehicles segment of the loan portfolio. Average loans at the mortgage banking segment, which consist of loans held for sale, increased $10.0 million, or 33.2 percent, for the third quarter of 2024 and increased $4.0 million, or 15.2 percent, for the first nine months of 2024, compared to the same periods in 2023.

The community banking segment average loan yield increased 43 basis points to 5.58 percent for the third quarter of 2024 and increased 42 basis points to 5.48 percent for the first nine months of 2024, compared to the same periods in 2023, due primarily to the effects of the higher interest rate environment. The consumer finance segment average loan yield increased 39 basis points to 10.48 percent for the third quarter of 2024 and increased 43 basis points to 10.37 percent for the first nine months of 2024, compared to the same periods in 2023, due primarily to the effects of the higher interest rate environment, partially offset by the effects of purchasing higher credit quality loan contracts which have lower yields. The mortgage banking segment average loan yield decreased 89 basis points to 5.90 percent for the third quarter of 2024 and decreased 44 basis points to 6.13 percent for the first nine months of 2024, compared to the same periods in 2023, due to fluctuations in mortgage interest rates and in the mix of mortgage loan products originated.

Average securities available for sale decreased $86.1 million and $85.5 million for the third quarter and first nine months of 2024, respectively, compared to the same periods in 2023, due primarily to maturities of U.S. treasury and government agency securities outpacing purchases in all sectors of the portfolio. The average yield on the securities portfolio on a taxable-equivalent basis increased 31 basis points to 2.70 percent for the third quarter of 2024 and increased 28 basis points to 2.62 percent for the first nine months of 2024, compared to the same periods in 2023, due primarily to the higher interest rate environment and the maturity of lower-yielding securities.

Average interest-bearing deposits in other banks, consisting primarily of excess cash reserves maintained at the FRB, increased $200,000 for the third quarter of 2024 and decreased $2.9 million for the first nine months of 2024, compared to the same periods of 2023. The average yield on interest-bearing deposits in other banks increased 9 basis points for the third quarter of 2024 and increased 21 basis points for the first nine months of 2024, compared to the same periods in 2023, due to the higher interest rate environment.

Average money market, savings and interest-bearing demand deposits combined and average non-interest-bearing demand deposits decreased $54.8 million and $39.6 million, respectively, for the third quarter of 2024, and decreased $93.1 million and $49.5 million, respectively, for the first nine months of 2024, compared to the same periods in 2023. The decreases in both periods were due primarily to customers seeking higher yielding opportunities as a result of higher interest rates paid on time deposits. Average time deposits increased $230.2 million and $243.7 million for the third quarter and first nine months of 2024, respectively, compared to the same periods in 2023.

Table of Contents

The average cost of interest-bearing deposits increased 97 basis points for the third quarter of 2024 and increased 114 basis points for the first nine months of 2024, compared to the same periods in 2023, due primarily to higher rates on money market and time deposits, a shift in composition towards time deposits amid the higher interest rate environment and increased competition for deposits.

Average borrowings decreased $30.5 million and $37.2 million for the third quarter and first nine months of 2024, respectively, compared to the same periods in 2023, due primarily to fluctuations in repurchase agreements and net paydowns of Federal Home Loan Bank of Atlanta (FHLB) advances. The average cost of borrowings decreased 7 basis points for the third quarter of 2024 and decreased 10 basis points for the first nine months of 2024, compared to the same periods in 2023, due primarily to a shift in the mix of borrowings related to paydowns of higher-rate short-term borrowings, partially offset by the effects of higher interest rates.

The Corporation believes that the effects of declining market interest rates could adversely affect its net interest margin in the short term as its assets typically reprice downward more quickly than its deposits and borrowings. The Corporation also believes that the higher interest rate environment will continue to have a positive effect on yields of renewals of fixed rate loans originated during periods of lower interest rates and purchases of securities available for sale. The Corporation also expects that a portion of the Corporation’s funding will continue to be drawn from borrowings in the near term, which may result in a higher cost of funds. The effect of these factors on the Corporation’s net interest margin will depend on a number of factors, including the Corporation’s ability to grow loans at the community banking segment and consumer finance segment, to compete for deposits, and the extent of its reliance on borrowings. The Corporation can give no assurance as to the timing or extent of changes in market interest rates or the impact of those changes or any other factor on the Corporation's ability to compete for loans and deposits or on its net interest margin. If market interest rates were to rise, net interest margin could be positively impacted in the short term as the Corporation generally expects its assets to reprice upward more quickly than its deposits and borrowings.

Noninterest Income

TABLE 4: Noninterest Income


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2024		2023		2024		2023
Gains on sales of loans	$	1,825	$	1,220	$	4,814	$	4,930
Interchange income		1,571		1,558		4,618		4,658
Service charges on deposit accounts		1,122		1,122		3,219		3,241
Unrealized gain (loss) on investments held in rabbi trust		1,005		(487)		1,941		866
Wealth management services income, net		757		630		2,202		1,855
Mortgage banking fee income		650		558		1,751		1,695
Other service charges and fees		542		364		1,361		1,134
Mortgage lender services income		486		537		1,488		1,567
Investment income from other equity interests		334		211		671		480
Net losses on sales, maturities and calls of available for sale securities		—		—		—		(5)
Other income, net		480		501		1,523		1,391
Total noninterest income	$	8,772	$	6,214	$	23,588	$	21,812

Total noninterest income increased $2.6 million, or 41.2 percent, for the third quarter of 2024 and increased $1.8 million, or 8.1 percent, for the first nine months of 2024, compared to the same periods of 2023, due primarily to fluctuations in unrealized gains on the rabbi trust, higher wealth management services income, higher other service charges and fees, and higher investment income from other equity interests. The increase for the third quarter of 2024 also included higher gains on sales of loans due to higher volume of mortgage loan originations.

The Corporation uses a rabbi trust to fund liabilities under its nonqualified deferred compensation plan. Unrealized gains and losses on investments held in the Corporation’s rabbi trust are offset by changes in deferred compensation liabilities, recorded in salaries and employee benefits expense.

Table of Contents

Noninterest Expense

TABLE 5: Noninterest Expense


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2024		2023		2024		2023
Salaries and employee benefits:
Compensation, payroll taxes and employee benefits	$	12,916	$	13,408	$	39,684	$	39,975
Increase (decrease) in nonqualified deferred compensation plan liabilities		1,005		(487)		1,941		866
Total salaries and employee benefits		13,921		12,921		41,625		40,841

Occupancy expense		2,091		1,944		6,286		5,975
Data processing		2,893		2,567		8,685		7,863
Professional fees		868		707		2,667		2,096
Insurance expense		415		414		1,230		1,203
Marketing and advertising expenses		460		361		944		1,172
Mortgage banking loan processing expenses		244		272		678		854
Other expenses:
Other components of net periodic pension cost		(123)		(114)		(409)		(340)
Provision for indemnifications		(100)		(200)		(375)		(435)
Other expenses		2,422		2,654		7,283		7,581
Total other noninterest expenses		2,199		2,340		6,499		6,806
Total noninterest expense	$	23,091	$	21,526	$	68,614	$	66,810

Total noninterest expenses increased $1.6 million, or 7.3 percent, in the third quarter of 2024 and increased $1.8 million, or 2.7 percent, in the first nine months of 2024, compared to the same periods in 2023 due primarily to fluctuations in deferred compensation liabilities, and higher occupancy expense related to branch network improvements, data processing expenses related to investments in operational technology and professional fees, partially offset by lower compensation, payroll taxes and employee benefits and other expenses. Additionally, the mortgage banking segment recorded a net reversal of provision for indemnifications for the third quarter and the first nine months of 2024 of $100,000 and $375,000, respectively, compared to a net reversal of provision for indemnifications of $200,000 and $435,000 for the third quarter and the first nine months of 2023, respectively.

Changes in deferred compensation liabilities are offset by unrealized gains and losses on investments held in the Corporation’s rabbi trust and are recorded in noninterest income.

Income Taxes

The Corporation’s consolidated effective income tax rate was 18.7 percent for the third quarter of 2024, an increase compared to 18.6 percent for the same period in 2023 due primarily to a lower share of income at the community banking segment, which is primarily not subject to state income taxes. The Corporation’s consolidated effective income tax rate was 17.8 percent for the first nine months of 2024, a decrease compared to 18.8 percent for the same period in 2023 due primarily to a higher share of income at the community banking segment, which is primarily not subject to state income taxes.

Business Segments

The Corporation operates in a decentralized manner in three business segments: community banking, mortgage banking and consumer finance. An overview of the financial results for each of the Corporation’s business segments is presented below.

Community Banking: The community banking segment comprises C&F Bank, C&F Wealth Management, C&F Insurance and CVB Title. The following table presents the community banking segment operating results for the periods indicated.

Table of Contents

TABLE 6: Community Banking Segment Operating Results


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2024		2023		2024		2023
Interest income	$	29,087	$	25,066	$	82,691	$	72,531
Interest expense		10,822		6,675		29,768		16,268
Net interest income		18,265		18,391		52,923		56,263
Provision for credit losses		700		500		1,650		1,550
Net interest income after provision for credit losses		17,565		17,891		51,273		54,713
Noninterest income:
Interchange income		1,571		1,558		4,618		4,658
Service charges on deposit accounts		1,139		1,138		3,267		3,286
Wealth management services income, net		757		630		2,202		1,855
Investment income from other equity interests		334		211		671		480
Other income, net		798		684		2,116		1,894
Total noninterest income		4,599		4,221		12,874		12,173
Noninterest expense:
Salaries and employee benefits		8,863		9,042		27,424		26,888
Occupancy expense		1,723		1,531		5,139		4,731
Data processing		2,307		1,953		6,903		6,141
Other real estate loss and expense, net		1		—		2		1
Other expenses		2,693		2,603		7,685		7,302
Total noninterest expenses		15,587		15,129		47,153		45,063
Income before income taxes		6,577		6,983		16,994		21,823
Income tax expense		1,240		1,298		3,074		4,081
Net income	$	5,337	$	5,685	$	13,920	$	17,742

The community banking segment reported net income of $5.3 million and $13.9 million for the third quarter and first nine months of 2024, respectively, compared to $5.7 million and $17.7 million for the same periods in 2023. The decreases in community banking segment net income were due primarily to:

●

higher interest expense due primarily to higher rates on deposits and higher balances of interest-bearing deposits, partially offset by lower balances of borrowings;

●

higher salaries and employee benefits expense for the first nine months of 2024, as compared to the same period in 2023, which have generally increased in line with market conditions. Salaries and employee benefits expense decreased to $8.9 million for the three months ended September 30, 2024, compared to $9.1 million and $9.4 million for the three months ended June 30, 2024 and March 31, 2024, respectively, due primarily to a reduction in headcount through attrition;

●

higher occupancy expense related to branch network improvements, including the relocation of a branch and the opening of a new branch; and

●

higher data processing and consulting costs related to investments in operational technology to improve resilience, efficiency and customer experience;

partially offset by:

●

higher interest income resulting from the effects of higher interest rates on asset yields and higher average balances of loans, offset in part by lower average balances of securities; and

●

higher wealth management services income as assets under management increased 19.0 percent for the first nine months of 2024, as compared to the same period in 2023.

Table of Contents

Net interest income for the community banking segment decreased by $126,000 to $18.3 million for the third quarter of 2024 and decreased $3.3 million to $52.9 million for the first nine months of 2024, compared to the same periods in 2023 due primarily to a decrease in net interest margin, partially offset by higher average balances of earning assets. Included in net interest income is interest income on variable rate loans to the consumer finance and mortgage banking segments. Average loan yields and average costs of interest-bearing deposits were higher for the third quarter and first nine months of 2024, compared to the same periods of 2023, due primarily to the effects of the higher interest rate environment.

The community banking segment recorded $700,000 and $1.7 million in provision for credit losses for the third quarter and first nine months of 2024, respectively, due primarily to growth in the loan portfolio, compared to $500,000 and $1.6 million in provision for credit losses for the same periods in 2023. Noninterest income increased for the third quarter and first nine months of 2024, compared to the same periods in 2023, due primarily to higher wealth management services income and higher investment income from other equity interests. Noninterest expenses increased for the third quarter and first nine months of 2024, compared to the same periods in 2023, due primarily to higher occupancy, data processing and other expenses.

Mortgage Banking: The following table presents the mortgage banking operating results for the periods indicated.

TABLE 7: Mortgage Banking Segment Operating Results


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2024		2023		2024		2023
Interest income	$	597	$	517	$	1,411	$	1,312
Interest expense		307		232		595		513
Net interest income		290		285		816		799
Provision for credit losses		—		—		—		—
Net interest income after provision for credit losses		290		285		816		799
Noninterest income:
Gains of sales of loans		1,704		1,198		5,048		4,983
Mortgage banking fee income		704		592		1,902		1,805
Mortgage lender services fee income		492		537		1,494		1,567
Other income		7		15		47		41
Total noninterest income		2,907		2,342		8,491		8,396
Noninterest expense:
Salaries and employee benefits		1,818		1,762		5,381		5,610
Occupancy expense		203		251		670		768
Data processing		256		254		743		759
Mortgage banking loan processing expenses		244		272		678		854
Provision for indemnifications		(100)		(200)		(375)		(435)
Other expenses		304		292		841		903
Total noninterest expenses		2,725		2,631		7,938		8,459
Income (loss) before income taxes		472		(4)		1,369		736
Income tax expense		121		1		348		168
Net income (loss)	$	351	$	(5)	$	1,021	$	568

The mortgage banking segment reported net income of $351,000 for the third quarter of 2024, compared to a net loss of $5,000 for the same period of 2023, due primarily to:

●

higher gains on sales of loans due to higher volume of mortgage loan originations; and

●

higher mortgage banking fee income;

partially offset by:

Table of Contents

●

higher variable expenses tied to mortgage loan origination volume such as commissions and bonuses, reported in salaries and employee benefits, and data processing expenses.

The mortgage banking segment reported net income of $1.0 million for the first nine months of 2024, compared to $568,000 for the same period of 2023, due primarily to:

●

lower variable expenses tied to mortgage loan origination volume such as commissions and bonuses, reported in salaries and employee benefits, as well as mortgage banking loan processing expenses and data processing expenses;

●

lower occupancy expense due to an effort to reduce overhead costs;

●

higher mortgage banking fee income; and

●

relatively unchanged gains on sales of loans and mortgage loan production volume;

partially offset by:

●

lower mortgage lender services income due lower mortgage loan production volume across the industry.

The following table presents mortgage loan originations and mortgage loans sold for the periods indicated.

TABLE 8: Mortgage Loan Originations


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2024		2023		2024		2023
Mortgage loan originations:
Purchases	$	141,944	$	117,777	$	363,002	$	360,335
Refinancings		15,024		11,881		34,322		40,224
Total mortgage loan originations1	$	156,968	$	129,658	$	397,324	$	400,559

Lock-adjusted originations2	$	146,316	$	114,548	$	416,688	$	399,350

Total mortgage loan originations does not include mortgage lender services.

Lock-adjusted originations includes an estimate of the effect of changes in the volume of mortgage loan applications in process that have not closed, net of volume not expected to close.

Elevated level of mortgage interest rates, combined with higher home prices and lower levels of inventory, has led to a level of mortgage loan originations in 2024 and 2023 for the industry that is lower than levels during 2022 and 2021. Mortgage loan originations for the mortgage banking segment increased 21.1 percent and decreased less than 1.0 percent for the third quarter and first nine months of 2024, respectively, compared to the same periods in 2023. Gains on sales of loans, while driven in part by mortgage loan originations, also includes the effects of changes in locked loan commitments, which reflect the volume of mortgage loan applications that are in process and have not closed. Lock-adjusted originations for the mortgage banking segment increased 27.7 percent and 4.3 percent for the third quarter and first nine months of 2024, respectively, compared to the same periods in 2023. Locked loan commitments were $48.2 million at September 30, 2024 compared to $26.2 million and $40.9 million at December 31, 2023 and September 30, 2023, respectively. Mortgage loan segment originations include originations of loans sold to the community banking segment, at prices similar to those paid by third-party investors. All interest expense at the mortgage banking segment is on variable rate borrowings from the community banking segment. These transactions are eliminated to reach consolidated totals.

Mortgage lender services fee income is derived from providing mortgage origination functions to third-party mortgage lenders for a fee. Mortgage lender services fee income decreased for the third quarter and first nine months of 2024, compared to the same periods in 2023, due primarily to the negative impacts of reduced mortgage loan volume in the industry, partially offset by an increase in the number of institutional customers and the types of services provided.

During the third quarter and first nine months of 2024, the mortgage banking segment recorded a reversal of provision for indemnification losses of $100,000 and $375,000, respectively, compared to a reversal of provision for indemnification

losses of $200,000 and $435,000 for the third quarter and first nine months of 2023, respectively. The mortgage banking segment increased reserves for indemnification losses during 2020 based on widespread forbearance on mortgage loans and economic uncertainty related to the COVID-19 pandemic.

Table of Contents

The release of indemnification reserves in 2024 and 2023 was due primarily to improvement in the mortgage banking segment’s assessment of borrower payment performance, lower volume of mortgage loan originations in recent years and other factors affecting expected losses on mortgage loans sold in the secondary market, such as time since origination. Management believes that the indemnification reserve is sufficient to absorb losses related to loans that have been sold in the secondary market.

Consumer Finance: The following table presents the consumer finance operating results for the periods indicated.

TABLE 9: Consumer Finance Segment Operating Results


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2024		2023		2024		2023
Interest income	$	12,676	$	12,020	$	37,084	$	35,313
Interest expense		6,025		5,748		17,722		17,060
Net interest income		6,651		6,272		19,362		18,253
Provision for credit losses		3,000		1,550		8,100		4,250
Net interest income after provision for credit losses		3,651		4,722		11,262		14,003

Noninterest income		197		(19)		678		25
Noninterest expense:
Salaries and employee benefits		2,007		2,389		6,188		6,840
Occupancy expense		164		160		477		475
Data processing		322		315		1,005		956
Other expenses		925		897		2,693		2,638
Total noninterest expenses		3,418		3,761		10,363		10,909
Income before income taxes		430		942		1,577		3,119
Income tax expense		119		260		435		858
Net income	$	311	$	682	$	1,142	$	2,261

The consumer finance segment reported net income of $311,000 and $1.1 million for the third quarter and first nine months of 2024, respectively, compared to net income of $682,000 and $2.3 million for the same periods in 2023. The decreases in consumer finance segment net income were due primarily to:

●

higher provision for credit losses due primarily to increased net charge-offs and loan growth; and

●

higher interest expense due primarily to increased interest rates and higher balances of borrowings;

partially offset by:

●

higher interest income resulting from the effects of higher interest rates on loan yields and higher average balances of loans;

●

lower salaries and employee benefits expense due to an effort to reduce overhead costs; and

●

lower loan recovery expense related to growth in loans with stronger credit quality and efficiency initiatives within the collections department.

Average loan yields and average cost of borrowings were higher for the third quarter and first nine months of 2024, compared to the same periods of 2023, due primarily to the effects of the higher interest rate environment. All interest expense at the consumer finance segment is on fixed and variable rate borrowings from the community banking segment. These transactions are eliminated to reach consolidated totals.

Provision for credit losses increased due primarily to increased net charge-offs and loan growth. Net charge-offs increased due primarily to an increase in the number of delinquent loans and repossessions and a higher average charge-off per unit as a result of larger loan amounts due to higher automobile values during 2020 and 2021 and a decline in wholesale values of used automobiles since then. Delinquency and loss rates have generally returned to pre-pandemic levels due to the passage of time since the expiration of stimulus and enhanced unemployment benefits that benefitted borrowers.

Table of Contents

If loan performance deteriorates, resulting in further elevated delinquencies or net charge-offs, or if values of used vehicles decline, provision for credit losses may increase in future periods.

ASSET QUALITY

Allowance and Provision for Credit Losses

Commercial and consumer loans are assigned loan classification ratings based on their credit quality and risk of loss. These loan ratings are reviewed on a quarterly basis and updated as new information becomes available. The characteristics of these loan ratings are as follows:

●

Pass rated loans are to persons or business entities with an acceptable financial condition, appropriate collateral margins, appropriate cash flow to service the existing loan, and an appropriate leverage ratio. The borrower has paid all obligations as agreed and it is expected that this type of payment history will continue. When necessary, acceptable personal guarantors support the loan.

●

Special mention loans have a specific, identified weakness in the borrower’s operations and in the borrower’s ability to generate positive cash flow on a sustained basis. The borrower’s recent payment history may be characterized by late payments. The Corporation’s risk exposure is mitigated by collateral supporting the loan. The collateral is considered to be well-margined, well maintained, accessible and readily marketable.

●

Substandard loans are considered to have specific and well-defined weaknesses that jeopardize the viability of the Corporation’s credit extension. The payment history for the loan has been inconsistent and the expected or projected primary repayment source may be inadequate to service the loan. The estimated net liquidation value of the collateral pledged and/or ability of the personal guarantor(s) to pay the loan may not adequately protect the Corporation. There is a distinct possibility that the Corporation will sustain some loss if the deficiencies associated with the loan are not corrected in the near term. A substandard loan would not automatically meet the Corporation’s definition of impaired unless the loan is significantly past due and the borrower’s performance and financial condition provide evidence that it is probable that the Corporation will be unable to collect all amounts due.

●

Substandard nonaccrual loans have the same characteristics as substandard loans; however, they have a nonaccrual classification because it is probable that the Corporation will not be able to collect all amounts due.

●

Doubtful rated loans have all the weaknesses inherent in a loan that is classified substandard but with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high.

Loss rated loans are not considered collectible under normal circumstances and there is no realistic expectation for any future payment on the loan. Loss rated loans are fully charged off.

The Corporation monitors the consumer finance loan portfolio by past due status and by credit rating at the time of origination, which the Corporation believes serves as a relevant indicator of aggregate credit quality and risk of loan defaults in the portfolio based upon the use of Fair Isaac Corporation (FICO) Scores over time for loan approval decisions and through experience analyzing loss patterns. The characteristics of these credit ratings are as follows:

Table of Contents

●

Very Good (>739) and Good (670-739) credit rated borrowers are near or above the average FICO Score of consumers. Borrowers generally have limited to no prior credit difficulties or have shown extensive creditworthiness over a recent period of time.

●

Fairly Good (625-669) and Fair (580-624) credit rated borrowers are approaching or slightly below the average FICO Score of consumers but typically have a credit profile acceptable to most lenders. Borrowers may have experienced minor credit difficulties or have a relatively limited credit history.

●

Marginal (<580) credit rated borrowers are well below the average FICO Score of consumers. Borrowers may have limited access to traditional financing due to having experienced prior credit difficulties or have a limited credit history. The risk of future charge-offs is higher.

The allowance for credit losses represents an amount that, in our judgment, reduces the recorded investment in loans to the net amount expected to be collected. The provision for credit losses increases the allowance, and loans charged off, net of recoveries, reduce the allowance.

The following tables present the Corporation’s credit loss experience for the periods indicated.

TABLE 10: Allowance for Credit Losses


							Consumer
(Dollars in thousands)	Commercial			Consumer1			Finance			Total
For the three months ended September 30, 2024:
Balance at June 30, 2024	$	12,978		$	3,942		$	23,423		$	40,343
Provision charged to operations		515			185			3,000			3,700
Loans charged off		—			(124)			(4,135)			(4,259)
Recoveries of loans previously charged off		10			27			950			987
Balance at September 30, 2024	$	13,503		$	4,030		$	23,238		$	40,771

Average loans	$	1,036,639		$	380,035		$	481,124		$	1,897,798
Ratio of annualized net (recoveries) charge-offs to average loans		(0.00)	%		0.10	%		2.65	%		0.69	%

1Consumer loans includes provision, charge-offs and recoveries related to demand deposit overdrafts.


							Consumer
(Dollars in thousands)	Commercial			Consumer1			Finance			Total
For the three months ended September 30, 2023:
Balance at June 30, 2023	$	11,738		$	3,603		$	25,187		$	40,528
Provision charged to operations		407			143			1,550			2,100
Loans charged off		—			(83)			(3,372)			(3,455)
Recoveries of loans previously charged off		19			32			1,024			1,075
Balance at September 30, 2023	$	12,164		$	3,695		$	24,389		$	40,248

Average loans	$	885,340		$	340,720		$	472,811		$	1,698,871
Ratio of annualized net (recoveries) charge-offs to average loans		(0.01)	%		0.06	%		1.99	%		0.56	%

1Consumer loans includes provision, charge-offs and recoveries related to demand deposit overdrafts.

Table of Contents


							Consumer
(Dollars in thousands)	Commercial			Consumer1			Finance			Total
For the nine months ended September 30, 2024:
Balance at December 31, 2023	$	12,315		$	3,758		$	23,578		$	39,651
Provision charged to operations		1,160			440			8,100			9,700
Loans charged off		—			(293)			(11,707)			(12,000)
Recoveries of loans previously charged off		28			125			3,267			3,420
Balance at September 30, 2024	$	13,503		$	4,030		$	23,238		$	40,771

Average loans	$	992,491		$	369,452		$	477,768		$	1,839,711
Ratio of net (recoveries) charge-offs to average loans		(0.00)	%		0.06	%		2.36	%		0.62	%

1Consumer loans includes provision, charge-offs and recoveries related to demand deposit overdrafts.


							Consumer
(Dollars in thousands)	Commercial			Consumer1			Finance			Total
For the nine months ended September 30, 2023:
Balance at December 31, 2022	$	11,219		$	3,330		$	25,969		$	40,518
Impact of ASC 326 adoption on non-PCD loans		(617)			98			406			(113)
Impact of ASC 326 adoption on PCD loans		595			9			—			604
Provision charged to operations		839			362			4,250			5,451
Loans charged off		(16)			(240)			(9,306)			(9,562)
Recoveries of loans previously charged off		144			136			3,070			3,350
Balance at September 30, 2023	$	12,164		$	3,695		$	24,389		$	40,248

Average loans	$	870,130		$	331,411		$	474,738		$	1,676,279
Ratio of net (recoveries) charge-offs to average loans		(0.02)	%		0.04	%		1.75	%		0.49	%

1Consumer loans includes provision, charge-offs and recoveries related to demand deposit overdrafts.

For further information regarding the adequacy of our allowance for credit losses, refer to “Table 15: Nonperforming Assets” and the accompanying disclosure below.

The allocation of the allowance for credit losses and the ratio of corresponding outstanding loan balances to total loans are as follows as of the dates indicated.

TABLE 11: Allocation of Allowance for Credit Losses


	September 30,			December 31,
(Dollars in thousands)	2024			2023
Allocation of allowance for credit losses:
Commercial	$	13,503		$	12,315
Consumer		4,030			3,758
Consumer Finance		23,238			23,578
Total allowance for credit losses	$	40,771		$	39,651
Ratio of loans to total period-end loans:
Commercial		55	%		52	%
Consumer		20			21
Consumer Finance		25			27
		100	%		100	%

Loans are required to be measured at amortized cost and to be presented at the net amount expected to be collected. Off balance sheet credit exposures, including loan commitments, are not recorded on balance sheet, but expected credit losses arising from off balance sheet credit exposures are recorded as a reserve for unfunded commitments and reported in Other Liabilities.

Table of Contents

The following table presents a breakdown of the provision for credit losses for the periods indicated:

TABLE 12: Provision for Credit Losses


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2024		2023		2024		2023
Provision for credit losses:
Provision for loans	$	3,700	$	2,100	$	9,700	$	5,451
Provision for unfunded commitments		—		(50)		50		349
Total	$	3,700	$	2,050	$	9,750	$	5,800

TABLE 13: Credit Quality Indicators

Loans by credit quality indicators as of September 30, 2024 were as follows:


			Special				Substandard
(Dollars in thousands)	Pass		Mention		Substandard		Nonaccrual		Total1
Commercial real estate	$	695,080	$	6,567	$	—	$	—	$	701,647
Commercial business		115,242		76		—		92		115,410
Construction - commercial real estate		155,072		—		—		—		155,072
Land acquisition and development		33,774		—		—		—		33,774
Builder lines		29,664		—		—		—		29,664
Construction - consumer real estate		16,874		—		—		—		16,874
Residential mortgage		308,706		1,092		281		516		310,595
Equity lines		59,221		76		89		20		59,406
Other consumer		9,667		—		—		—		9,667
	$	1,423,300	$	7,811	$	370	$	628	$	1,432,109


(Dollars in thousands)	Very Good		Good		Fairly Good		Fair		Marginal		Total
Consumer finance - automobiles	$	43,305	$	106,795	$	137,951	$	93,461	$	24,873	$	406,385
Consumer finance - marine and recreational vehicles		48,824		21,604		487		—		—		70,915
	$	92,129	$	128,399	$	138,438	$	93,461	$	24,873	$	477,300

1At September 30, 2024, the Corporation did not have any loans classified as Doubtful or Loss.

Loans by credit quality indicators as of December 31, 2023 were as follows:


			Special				Substandard
(Dollars in thousands)	Pass		Mention		Substandard		Nonaccrual		Total1
Commercial real estate	$	661,432	$	6,690	$	—	$	—	$	668,122
Commercial business		115,286		62		—		—		115,348
Construction - commercial real estate		69,768		—		—		—		69,768
Land acquisition and development		29,064		—		—		—		29,064
Builder lines		24,668		—		—		—		24,668
Construction - consumer real estate		11,223		—		—		—		11,223
Residential mortgage		292,624		44		268		320		293,256
Equity lines		51,425		85		5		77		51,592
Other consumer		10,579		—		—		9		10,588
	$	1,266,069	$	6,881	$	273	$	406	$	1,273,629

Table of Contents

(Dollars in thousands)	Very Good		Good		Fairly Good		Fair		Marginal		Total
Consumer finance - automobiles	$	32,913	$	98,286	$	137,480	$	101,569	$	31,028	$	401,276
Consumer finance - marine and recreational vehicles		47,246		19,398		590		—		—		67,234
	$	80,159	$	117,684	$	138,070	$	101,569	$	31,028	$	468,510

1	At December 31, 2023, the Corporation did not have any loans classified as Doubtful or Loss.

Table 14 summarizes the Corporation’s credit ratios on a consolidated basis and Table 15 summarizes nonperforming assets by principal business segment as of September 30, 2024 and December 31, 2023. The mortgage banking segment did not have any nonperforming assets as September 30, 2024 or December 31, 2023.

TABLE 14: Consolidated Credit Ratios


	September 30,			December 31,
(Dollars in thousands)	2024			2023
Total loans1	$	1,909,409		$	1,742,139
Nonaccrual loans	$	1,729		$	1,298
Allowance for credit losses (ACL)	$	40,771		$	39,651
Nonaccrual loans to total loans		0.09	%		0.07	%
ACL to total loans		2.14	%		2.28	%
ACL to nonaccrual loans		2,358.07	%		3,054.78	%

1Total loans does not include loans held for sale at the mortgage banking segment.

TABLE 15: Nonperforming Assets

Community Banking Segment


	September 30,			December 31,
(Dollars in thousands)	2024			2023
Total loans	$	1,432,109		$	1,273,629
Nonaccrual loans	$	628		$	406
ACL	$	17,533		$	16,072
Nonaccrual loans to total loans		0.04	%		0.03	%
ACL to total loans		1.22	%		1.26	%
ACL to nonaccrual loans		2,791.88	%		3,958.62	%
Annualized year-to-date net charge-offs to average total loans		0.01	%		0.01	%

Consumer Finance Segment


	September 30,			December 31,
(Dollars in thousands)	2024			2023
Total loans	$	477,300		$	468,510
Nonaccrual loans	$	1,101		$	892
Repossessed assets	$	522		$	646
ACL	$	23,238		$	23,579
Nonaccrual loans to total loans		0.23	%		0.19	%
ACL to total loans		4.87	%		5.03	%
ACL to nonaccrual loans		2,110.63	%		2,643.39	%
Annualized year-to-date net charge-offs to average total loans		2.36	%		1.99	%

The community banking segment’s nonaccrual loans were $628,000 at September 30, 2024 compared to $406,000 at December 31, 2023. The community banking segment recorded $700,000 and $1.7 million in provision for loans for the third quarter and first nine months of 2024, respectively, compared to $500,000 and $1.6 million for the same periods of 2023. At September 30, 2024, the allowance for credit losses increased to $17.5 million, compared to an allowance for credit losses of $16.1 million at December 31, 2023, due primarily to growth in the loan portfolio.

Table of Contents

The allowance for credit losses as a percentage of total loans decreased to 1.22 percent at September 30, 2024 from 1.26 percent at December 31, 2023, due primarily to improvement in current and expected economic conditions, notably inflation and the prospects of a soft landing. Management believes that the level of the allowance for credit losses is adequate to reflect the net amount expected to be collected.

Nonaccrual loans at the consumer finance segment were $1.1 million at September 30, 2024 compared to $892,000 at December 31, 2023. Nonaccrual consumer finance loans remain low relative to the allowance for credit losses and the total consumer finance loan portfolio because the consumer finance segment generally initiates repossession of loan collateral once a loan becomes more than 60 days delinquent. Repossessed vehicles of the consumer finance segment are classified as other assets and consist only of vehicles the Corporation has the legal right to sell. Prior to the reclassification from loans to repossessed vehicles, the difference between the carrying amount of each loan and the fair value of each vehicle (i.e. the deficiency) is charged against the allowance for credit losses. At September 30, 2024, repossessed vehicles available for sale totaled $522,000 compared to $646,000 at December 31, 2023.

The consumer finance segment experienced net charge-offs at an annualized rate of 2.65 percent and 2.36 percent of average total loans for the third quarter and first nine months of 2024, respectively, compared to 1.99 percent and 1.75 percent for the same periods of 2023, due primarily to an increase in the number of delinquent loans and repossessions and a higher average charge-off per unit as a result of larger loan amounts due to higher automobile values during 2020 and 2021 and a decline in wholesale values of used automobiles since then. Annualized net charge-offs for third quarter of 2024 increased from 1.88 percent for the second quarter of 2024 due primarily to seasonal trends within the portfolio. At September 30, 2024, total delinquent loans as a percentage of total loans was 3.49 percent compared to 4.09 percent at December 31, 2023 and 3.30 percent at September 30, 2023. Delinquency and loss rates have generally returned to pre-pandemic levels due to the passage of time since the expiration of stimulus and enhanced unemployment benefits that benefitted borrowers. The allowance for credit losses was $23.2 million at September 30, 2024 and $23.6 million at December 31, 2023. The allowance for credit losses as a percentage of total loans decreased to 4.87 percent at September 30, 2024, compared to 5.03 percent at December 31, 2023, due primarily to growth in loans with stronger credit quality while balances of loans with lower credit quality declined.

The consumer finance segment at times offers payment deferrals to borrowers as a portfolio management technique to achieve higher ultimate cash collections on select loan accounts. A significant reliance on deferrals as a means of managing collections may result in a lengthening of the loss confirmation period, which would increase expectations of credit losses inherent in the portfolio. Average amounts of payment deferrals of automobile loans on a monthly basis, which are not included in delinquent loans, were 1.91 percent, 2.20 percent and 1.58 percent as a percentage of average automobile loans outstanding for the third quarter of 2024, the third quarter of 2023 and the second quarter of 2024, respectively. Average amounts of payment deferrals of automobile loans on a monthly basis, which are not included in delinquent loans, were 1.70 percent and 1.83 percent as a percentage of average automobile loans outstanding for the first nine months of 2024 and 2023, respectively.

The consumer finance segment is an indirect lender that provides automobile financing through lending programs that are designed to serve customers in both the prime and “non-prime” markets, including those who may have limited access to traditional automobile financing due to having experienced prior credit difficulties. The preferred automobile is a later model, low mileage used vehicle because the value of new vehicles typically depreciates rapidly. In addition to automobile financing, marine and RV loan contracts are also purchased on an indirect basis through a referral program administered by a third party. The marine and RV loan contracts are for prime loans averaging less than $50,000 made to individuals with higher credit scores.

The consumer finance segment’s focus has included non-prime borrowers and, therefore, the anticipated rates of delinquencies, defaults, repossessions and losses on the consumer finance loans are higher than those experienced in the general automobile finance industry and could be more dramatically affected by changes in general economic conditions. Changes in economic conditions may also affect consumer demand for used automobiles and values of automobiles securing outstanding loans, due to changes in demand or changes in levels of inventory of used automobiles, which may directly affect the amount of a loss incurred by the consumer finance segment in the event of default. While we manage the higher risk inherent in loans made to non-prime borrowers through the underwriting criteria, portfolio management and collection methods employed by the consumer finance segment, we cannot guarantee that these criteria or methods will afford adequate protection against these risks.

Table of Contents

With the consumer finance segment’s use of a scorecard model for purchasing loan contracts, the credit-worthiness of borrowers at origination has improved for automobile loans purchased and the level of credit losses experienced has decreased relative to long-term historical averages. We cannot provide any assurance that the consumer finance segment’s net charge-off ratio will not increase in future periods. However, we believe that the current allowance for credit losses is adequate to reflect the net amount expected to be collected on existing consumer finance segment loans that may become uncollectible. If factors influencing the consumer finance segment result in higher net charge-off ratios in future periods, the consumer finance segment may need to increase the level of its allowance for credit losses through additional provisions for credit losses, which could negatively affect future earnings of the consumer finance segment.

FINANCIAL CONDITION

At September 30, 2024, the Corporation had total assets of $2.6 billion, an increase of $112.4 million since December 31, 2023. The increase was attributable primarily to growth in loans held for investment and loans held for sale, funded by maturities and paydowns of available for sale securities, increases in deposits, additional borrowings, and deployment of cash on hand. The significant components of the Corporation’s Consolidated Balance Sheets are discussed below.

Loan Portfolio

Tables 16, 17 and 18 present information pertaining to the composition of loans held for investment, the composition of commercial real estate loans, and the maturity/repricing of certain loans held for investment, respectively.

TABLE 16: Summary of Loans Held for Investment


	September 30, 2024				December 31, 2023
(Dollars in thousands)	Amount		Percent		Amount		Percent
Commercial real estate	$	701,647	37	%	$	668,122	38	%
Commercial business		115,410	6			115,348	7
Construction - commercial real estate		155,072	8			69,768	4
Land acquisition and development		33,774	2			29,064	1
Builder lines		29,664	1			24,668	1
Construction - consumer real estate		16,874	1			11,223	1
Residential mortgage		310,595	16			293,256	17
Equity lines		59,406	3			51,592	3
Other consumer		9,667	1			10,588	1
Consumer finance - automobiles		406,385	21			401,276	23
Consumer finance - marine and recreational vehicles		70,915	4			67,234	4
Subtotal		1,909,409	100	%		1,742,139	100	%
Less allowance for credit losses		(40,771)				(39,651)
Loans, net	$	1,868,638			$	1,702,488

The increase in total loans from December 31, 2023 to September 30, 2024 was due primarily to growth in commercial real estate construction, commercial real estate, residential mortgage lending, consumer real estate construction, and equity lines at the community banking segment and an increase in automobile loans at the consumer finance segment.

Table of Contents

TABLE 17: Commercial Real Estate Loans


	September 30, 2024
(Dollars in thousands)	Amount		% of Commercial Real Estate			% of Total
Multifamily	$	134,978		19.2	%		7.1	%
Retail		130,448		18.6			6.8
Office		112,552		16.0			5.9
1-4 family investment properties		82,928		11.8			4.3
Hotels		59,163		8.4			3.1
Industrial/warehouse		58,907		8.4			3.1
Medical office		35,043		5.0			1.8
Mini-storage		15,424		2.2			0.8
Other		72,204		10.4			3.8
	$	701,647		100	%		36.7	%


	December 31, 2023
(Dollars in thousands)	Amount		% of Commercial Real Estate			% of Total
Multifamily	$	132,883		19.9	%		7.6	%
Retail		107,883		16.1			6.2
Office		107,692		16.1			6.2
1-4 family investment properties		87,218		13.1			5.0
Industrial/warehouse		58,137		8.7			3.3
Hotels		53,206		8.0			3.1
Medical office		40,784		6.1			2.3
Mini-storage		9,766		1.5			0.6
Other		70,553		10.5			4.1
	$	668,122		100	%		38.4	%

TABLE 18: Maturity/Repricing Schedule of Loans Held for Investment


	September 30, 2024
(Dollars in thousands)	Commercial		Consumer		Consumer Finance		Total
Variable Rate:
Within 1 year	$	280,380	$	60,256	$	—	$	340,636
1 to 5 years		110,128		1,060		—		111,188
5 to 15 years		9,078		—		—		9,078
After 15 years		—		—		—		—
Fixed Rate:
Within 1 year		121,378		8,720		5,023		135,121
1 to 5 years		247,778		60,831		241,652		550,261
5 to 15 years		268,960		209,501		230,625		709,086
After 15 years		14,739		39,300		—		54,039

	$	1,052,441	$	379,668	$	477,300	$	1,909,409

Table of Contents

Securities

The investment portfolio plays a primary role in the management of the Corporation’s interest rate sensitivity. In addition, the portfolio serves as a source of liquidity and is used as needed to meet collateral requirements. The investment portfolio consists of securities available for sale, which may be sold in response to changes in market interest rates, changes in prepayment risk, increases in loan demand, general liquidity needs and other similar factors. These securities are carried at estimated fair value. At September 30, 2024 and December 31, 2023, all securities in the Corporation’s investment portfolio were classified as available for sale.

The following table sets forth the composition of the Corporation’s securities available for sale in dollar amounts at fair value and as a percentage of the Corporation’s total securities available for sale at the dates indicated.

TABLE 19: Securities Available for Sale


	September 30, 2024				December 31, 2023
(Dollars in thousands)	Amount		Percent		Amount		Percent
U.S. Treasury securities	$	10,684	3	%	$	45,103	10	%
U.S. government agencies and corporations		63,669	16			87,094	19
Mortgage-backed securities		166,977	41			161,696	35
Obligations of states and political subdivisions		147,176	35			147,111	31
Corporate and other debt securities		20,539	5			21,440	5
Total available for sale securities at fair value	$	409,045	100	%	$	462,444	100	%

Securities available for sale decreased by $53.4 million to $409.0 million at September 30, 2024 compared to $462.4 million at December 31, 2023 due primarily to decreases in U.S. treasury and government agency securities. Net unrealized losses in the market value of securities available for sale decreased to $21.7 million at September 30, 2024, compared to $31.6 million at December 31, 2023.

For more information about the Corporation’s securities available for sale, including information about securities in an unrealized loss position at September 30, 2024 and December 31, 2023, see Part I, Item 1, “Financial Statements” under the heading “Note 2: Securities” in this Quarterly Report on Form 10-Q.

The following table presents additional information pertaining to the composition of the securities portfolio at amortized cost, by the earlier of contractual maturity or expected maturity. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties. The total effective duration of the investment portfolio is 4.1 years as of September 30, 2024.

Table of Contents

TABLE 20: Maturity of Securities



	September 30, 2024
			Weighted
	Amortized		Average
(Dollars in thousands)	Cost		Yield 1
U.S. Treasury securities:
Maturing within 1 year	$	5,992	1.71	%
Maturing after 1 year, but within 5 years		4,985	1.38
Total U.S. Treasury securities		10,977	1.56
U.S. government agencies and corporations:
Maturing within 1 year		5,315	1.69
Maturing after 1 year, but within 5 years		37,498	1.30
Maturing after 5 years, but within 10 years		21,485	1.78
Maturing after 10 years		6,098	2.16
Total U.S. government agencies and corporations		70,396	1.55
Mortgage-backed securities:
Maturing within 1 year		28,818	2.07
Maturing after 1 year, but within 5 years		81,489	2.09
Maturing after 5 years, but within 10 years		49,456	2.26
Maturing after 10 years		17,613	3.68
Total mortgage-backed securities		177,376	2.29
States and municipals:1
Maturing within 1 year		29,054	3.59
Maturing after 1 year, but within 5 years		35,774	1.98
Maturing after 5 years, but within 10 years		41,510	3.52
Maturing after 10 years		42,298	4.41
Total states and municipals		148,636	3.42
Corporate and other debt securities:
Maturing within 1 year		1,908	3.48
Maturing after 1 year, but within 5 years		16,250	4.10
Maturing after 5 years, but within 10 years		5,250	4.10
Total corporate and other debt securities		23,408	4.05
Total securities:
Maturing within 1 year		71,087	2.67
Maturing after 1 year, but within 5 years		175,996	2.06
Maturing after 5 years, but within 10 years		117,701	2.70
Maturing after 10 years		66,009	4.01
Total securities	$	430,793	2.63

1.	Yields on tax-exempt securities have been computed on a taxable-equivalent basis using the federal corporate income tax rate of 21 percent. The weighted average yield is calculated based on the relative amortized costs of the securities.

Deposits

The Corporation’s predominant source of funds is depository accounts, which are comprised of demand deposits, savings and money market accounts and time deposits. The Corporation’s deposits are principally provided by individuals and businesses located within the communities served.

During the first nine months of 2024, deposits increased $69.8 million to $2.14 billion at September 30, 2024. Noninterest bearing demand deposits decreased $7.7 million, savings and interest-bearing demand deposits decreased $60.1 million, and time deposits increased $137.6 million during the same period. The decrease in non-time deposits was due in part to a shift in balances toward time deposits amid a higher interest rate environment and to seasonal factors related to municipal deposits, which tend to increase with tax collections primarily in the fourth quarter of each year and decline with spending thereafter. The Corporation had $122.9 million in municipal deposits at September 30, 2024 compared to $167.9 million at December 31, 2023.

Table of Contents

The Corporation had $25.0 million in brokered money market and time deposits outstanding at both September 30, 2024 and December 31, 2023. The Corporation may continue to use brokered deposits on a limited basis as a means of maintaining and diversifying liquidity and funding sources.

Borrowings

Borrowings increased to $142.3 million at September 30, 2024 from $109.5 million at December 31, 2023 due primarily to increased borrowings from the FHLB to support lending activities.

Liquidity

The objective of the Corporation’s liquidity management is to ensure the continuous availability of funds to satisfy the credit needs of our customers and the demands of our depositors, creditors and investors. Stable core deposits and a strong capital position are the components of a solid foundation for the Corporation’s liquidity position. Additional sources of liquidity available to the Corporation include cash flows from operations, loan payments and payoffs, deposit growth, maturities, calls and sales of securities, the issuance of brokered certificates of deposit and the capacity to borrow additional funds.

Liquid assets, which include cash and due from banks, interest-bearing deposits at other banks and nonpledged securities available for sale, totaled $287.4 million at September 30, 2024 compared to $338.8 million at December 31, 2023. The Corporation’s funding sources, including capacity, amount outstanding and amount available at September 30, 2024 are presented in Table 21. The Corporation’s capacity and amount available increased $66.2 million and $33.7 million, respectively, from December 31, 2023 as a result of pledging additional loans in order to increase funding capacity under secured funding arrangements with the FRB and FHLB.

TABLE 21: Funding Sources


	September 30, 2024
(Dollars in thousands)	Capacity		Outstanding		Available
Unsecured federal funds agreements	$	75,000	$	—	$	75,000
Borrowings from FHLB		254,445		60,000		194,445
Borrowings from FRB		314,385		—		314,385
Total	$	643,830	$	60,000	$	583,830


	December 31, 2023
(Dollars in thousands)	Capacity		Outstanding		Available
Unsecured federal funds agreements1	$	95,000	$	18	$	94,982
Repurchase lines of credit1		35,000		—		35,000
Borrowings from FHLB		228,382		27,500		200,882
Borrowings from FRB		219,244		—		219,244
Total	$	577,626	$	27,518	$	550,108

Amounts include $20.0 million and $35.0 million of certain unsecured federal funds agreements and repurchase lines of credit, respectively, at December 31, 2023 that subsequently terminated in January 2024 when the corresponding third-party ended all federal funds agreements and repurchase lines of credit with all financial institutions.

We have no reason to believe these arrangements will not be renewed at maturity. Additional loans and securities are available that can be pledged as collateral for future borrowings from the FHLB and FRB above the current lendable collateral value. Our ability to maintain sufficient liquidity may be affected by numerous factors, including economic conditions nationally and in our markets. Depending on our liquidity levels, our capital position, conditions in the capital markets, our business operations and initiatives, and other factors, we may from time to time consider the issuance of debt, equity or other securities or other possible capital market transactions, the proceeds of which could provide additional liquidity for our operations.

Table of Contents

Uninsured deposits represent an estimate of amounts above the Federal Deposit Insurance Corporation (FDIC) insurance coverage limit of $250,000. As of September 30, 2024, the Corporation’s uninsured deposits were approximately $607.6 million, or 28.5 percent of total deposits. Excluding intercompany cash holdings and municipal deposits which are secured with pledged securities, amounts uninsured were approximately $455.6 million, or 21.3 percent of total deposits as of September 30, 2024, compared to $404.1 million, or 19.6 percent of total deposits as of December 31, 2023. The Corporation’s liquid assets and borrowing availability as of September 30, 2024 totaled $871.2 million, exceeding uninsured deposits, excluding intercompany cash holdings and secured municipal deposits, by $415.6 million.

The Corporation’s internal policy limits brokered deposits to 20 percent of total deposits, representing approximately $402.1 million of additional net availability for additional brokered deposits as of September 30, 2024.

As a result of the Corporation’s management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Corporation maintains overall liquidity sufficient to satisfy its operational requirements and contractual obligations.

Capital Resources

The assessment of capital adequacy depends on such factors as asset quality, liquidity, earnings performance, and changing competitive conditions and economic forces. We regularly review the adequacy of the Corporation’s and the Bank’s capital. We maintain a structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses. While we will continue to look for opportunities to invest capital in profitable growth, share repurchases are another tool that facilitates improving shareholder return, as measured by ROE and earnings per share.

The disclosure below presents the Corporation’s and the Bank’s actual capital amounts and ratios under currently applicable regulatory capital standards. Under the small bank holding company policy statement of the Federal Reserve Board, which applies to certain bank holding companies with consolidated total assets of less than $3 billion, the Corporation is not subject to regulatory capital requirements. The table below reflects the Corporation’s consolidated capital as determined under regulations that apply to bank holding companies that are not small bank holding companies and minimum capital requirements that would apply to the Corporation if it were not a small bank holding company. Although the minimum regulatory capital requirements are not applicable to the Corporation, the Corporation calculates these ratios for its own planning and monitoring purposes. Total risk-weighted assets at September 30, 2024 for the Corporation were $2.13 billion and for the Bank were $2.11 billion. Total risk-weighted assets at December 31, 2023 for the Corporation were $1.95 billion and for the Bank were $1.92 billion. As of September 30, 2024, the Bank met all capital adequacy requirements to which it is subject.

TABLE 22: Regulatory Capital


	September 30, 2024
					Minimum Capital				Well Capitalized
	Actual				Requirements				Requirements
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
The Corporation
Total risk-based capital ratio	$	295,131	13.8	%	$	170,724	8.0	%	$	N/A	N/A	%
Tier 1 risk-based capital ratio		248,267	11.6			128,043	6.0			N/A	N/A
Common Equity Tier 1 capital ratio		223,267	10.5			96,032	4.5			N/A	N/A
Tier 1 leverage ratio		248,267	9.8			101,457	4.0			N/A	N/A

The Bank
Total risk-based capital ratio	$	281,355	13.4	%	$	168,618	8.0	%	$	210,772	10.0	%
Tier 1 risk-based capital ratio		254,816	12.1			126,463	6.0			168,618	8.0
Common Equity Tier 1 capital ratio		254,816	12.1			94,847	4.5			137,002	6.5
Tier 1 leverage ratio		254,816	10.1			100,648	4.0			125,810	5.0

Table of Contents


	December 31, 2023
					Minimum Capital				Well Capitalized
	Actual				Requirements				Requirements
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
The Corporation
Total risk-based capital ratio	$	289,396	14.8	%	$	155,927	8.0	%	$	N/A	N/A	%
Tier 1 risk-based capital ratio		244,830	12.6			116,945	6.0			N/A	N/A
Common Equity Tier 1 capital ratio		219,830	11.3			87,709	4.5			N/A	N/A
Tier 1 leverage ratio		244,830	10.1			97,449	4.0			N/A	N/A

The Bank
Total risk-based capital ratio	$	271,952	14.1	%	$	153,816	8.0	%	$	192,270	10.0	%
Tier 1 risk-based capital ratio		247,712	12.9			115,362	6.0			153,816	8.0
Common Equity Tier 1 capital ratio		247,712	12.9			86,522	4.5			124,976	6.5
Tier 1 leverage ratio		247,712	10.3			96,655	4.0			120,819	5.0

The regulatory risk-based capital amounts presented above include: (1) common equity tier 1 capital (CET1) which consists principally of common stock (including surplus) and retained earnings with adjustments for goodwill and intangible assets; (2) Tier 1 capital which consists principally of CET1 plus the Corporation’s “grandfathered” trust preferred securities; and (3) Tier 2 capital which consists principally of Tier 1 capital plus a limited amount of the allowance for credit losses and $20.0 million of outstanding subordinated notes of the Corporation. The Total Capital ratio, Tier 1 Capital ratio and CET1 ratio are calculated as a percentage of risk-weighted assets. The Tier 1 Leverage ratio is calculated as a percentage of average tangible assets. The decrease in these ratios at September 30, 2024 compared to December 31, 2023 was due primarily to growth in risk-weighted assets resulting from higher balances of loans outpacing growth in equity. In addition, the Corporation has made the one-time irrevocable election to continue treating accumulated other comprehensive income (AOCI) under regulatory standards that were in place prior to the Basel III Final Rule in order to eliminate volatility of regulatory capital that can result from fluctuations in AOCI and the inclusion of AOCI in regulatory capital, as would otherwise be required under the Basel III Capital Rule. As a result of this election, changes in AOCI, including unrealized losses on securities available for sale, do not affect regulatory capital amounts shown in the table above for the Corporation or the Bank. For additional information about the Basel III Final Rules, see “Item 1. Business” under the heading “Regulation and Supervision” and “Item 8. Financial Statements and Supplementary Data,” under the heading “Note 17: Regulatory Requirements and Restrictions” in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023.

The Basel III rules established a “capital conservation buffer” of 2.5 percent above the regulatory minimum risk-based capital ratios, which is not included in the table above. Including the capital conservation buffer, the minimum ratios are a common equity Tier 1 risk-based capital ratio of 7.0 percent, a Tier 1 risk-based capital ratio of 8.5 percent, and a total risk-based capital ratio of 10.5 percent. The Corporation and the Bank exceeded these ratios at September 30, 2024 and December 31, 2023.

The Corporation’s capital resources are impacted by its share repurchase programs. The Board of Directors authorized a program, effective January 1, 2024, to repurchase up to $10.00 million of the Corporation’s common stock through December 31, 2024 (the 2024 Repurchase Program). Repurchases under the 2024 Repurchase Program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Securities Exchange Act of 1934, as amended, (Exchange Act) and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The timing, number and purchase price of shares repurchased under the program will be determined by management in its discretion and will depend on a number of factors, including the market price of the shares, general market and economic conditions, applicable legal requirements and other conditions, and there is no assurance that the Corporation will purchase any shares under the 2024 Repurchase Program. The 2024 Repurchase Program is authorized through December 31, 2024, and, as of September 30, 2024, there was $2.7 million remaining available for repurchases of the Corporation’s common stock under the 2024 Repurchase Program.

Table of Contents

USE OF CERTAIN NON-GAAP FINANCIAL MEASURES

The accounting and reporting policies of the Corporation conform to GAAP in the United States and prevailing practices in the banking industry. However, certain non-GAAP measures are used by management to supplement the evaluation of the Corporation’s performance. These include net tangible income attributable to the Corporation, ROTCE, tangible book value per share, and the following fully-taxable equivalent (FTE) measures: interest income on loans-FTE, interest income on securities-FTE, total interest income-FTE and net interest income-FTE. Interest on tax-exempt loans and securities is presented on a taxable-equivalent basis (which converts the income on loans and investments for which no income taxes are paid to the equivalent yield as if income taxes were paid) using the federal corporate income tax rate of 21 percent that was applicable for all periods presented.

Management believes that the use of these non-GAAP measures provides meaningful information about operating performance by enhancing comparability with other financial periods, other financial institutions, and between different sources of interest income. The non-GAAP measures used by management enhance comparability by excluding the effects of balances of intangible assets, including goodwill, that vary significantly between institutions, and tax benefits that are not consistent across different opportunities for investment. These non-GAAP financial measures should not be considered an alternative to GAAP-basis financial statements, and other bank holding companies may define or calculate these or similar measures differently. A reconciliation of the non-GAAP financial measures used by the Corporation to evaluate and measure the Corporation’s performance to the most directly comparable GAAP financial measures is presented below.

TABLE 23: Non-GAAP Table


	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands, except for share and per share data)	2024			2023			2024			2023
Reconciliation of Certain Non-GAAP Financial Measures
Return on Average Tangible Common Equity
Average total equity, as reported	$	222,532		$	204,840		$	218,642		$	203,606
Average goodwill		(25,191)			(25,191)			(25,191)			(25,191)
Average other intangible assets		(1,242)			(1,507)			(1,303)			(1,572)
Average noncontrolling interest		(573)			(484)			(670)			(668)
Average tangible common equity	$	195,526		$	177,658		$	191,478		$	176,175

Net income	$	5,420		$	5,777		$	13,889		$	18,658
Amortization of intangibles		66			68			196			204
Net (income) loss attributable to noncontrolling interest		(31)			12			(92)			(122)
Net tangible income attributable to C&F Financial Corporation	$	5,455		$	5,857		$	13,993		$	18,740

Annualized return on average equity, as reported		9.74	%		11.28	%		8.47	%		12.22	%
Annualized return on average tangible common equity		11.16	%		13.19	%		9.74	%		14.18	%

Table of Contents


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands, except for share and per share data)	2024		2023		2024		2023
Fully Taxable Equivalent Net Interest Income1
Interest income on loans	$	33,021	$	28,369	$	94,014	$	81,845
FTE adjustment		49		54		152		154
FTE interest income on loans	$	33,070	$	28,423	$	94,166	$	81,999

Interest income on securities	$	2,721	$	2,938	$	8,326	$	9,048
FTE adjustment		237		196		707		541
FTE interest income on securities	$	2,958	$	3,134	$	9,033	$	9,589

Total interest income	$	36,131	$	31,686	$	103,151	$	91,729
FTE adjustment		286		250		859		695
FTE interest income	$	36,417	$	31,936	$	104,010	$	92,424

Net interest income	$	24,689	$	24,462	$	71,675	$	73,765
FTE adjustment		286		250		859		695
FTE net interest income	$	24,975	$	24,712	$	72,534	$	74,460

1	Assuming a tax rate of 21%.


	September 30,		December 31,
(Dollars in thousands except for per share data)	2024		2023
Tangible Book Value Per Share
Equity attributable to C&F Financial Corporation	$	227,340	$	216,878
Goodwill		(25,191)		(25,191)
Other intangible assets		(1,211)		(1,407)
Tangible equity attributable to C&F Financial Corporation	$	200,938	$	190,280

Shares outstanding		3,234,363		3,374,098

Book value per share	$	70.29	$	64.28
Tangible book value per share	$	62.13	$	56.40

Table of Contents

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This report contains statements concerning the Corporation’s expectations, plans, objectives or beliefs regarding future financial performance and other statements that are not historical facts, which may constitute “forward-looking statements” as defined by federal securities laws. Forward-looking statements generally can be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “will,” “intend,” “should,” “could,” or similar expressions, are not statements of historical fact, and are based on management’s beliefs, assumptions and expectations regarding future events or performance as of the date of this report, taking into account all information currently available. These statements may include, but are not limited to: statements regarding expected future operations and financial performance; expected trends in yields on loans; expected future recovery of investments in debt securities; future dividend payments; deposit trends, charge-offs and delinquencies; changes in cost of funds and net interest margin and items affecting net interest margin; expected renewal of unsecured federal funds agreements; expected impact of unrealized losses on earnings and regulatory capital of the Corporation or the Bank; competition, our loan portfolio; our digital services; deposits; improving operational efficiencies; retention of qualified loan officers; higher quality automobile loan contracts, marine and RV lending; strategic business initiatives and the anticipated effects thereof on mortgage loan originations; technology initiatives; our diversified business strategy; asset quality; credit quality; adequacy of allowances for credit losses and the level of future charge-offs; market interest rates and housing inventory and resulting effects in mortgage loan origination volume; sources of liquidity; adequacy of the reserve for indemnification losses related to loans sold in the secondary market; capital levels; the effect of future market and industry trends; the effects of future interest rate levels and fluctuations; cybersecurity risks and inflation. These forward-looking statements are subject to significant risks and uncertainties due to factors that could have a material adverse effect on the operations and future prospects of the Corporation including, but not limited to, changes in:

●

interest rates, such as volatility in short-term interest rates or yields on U.S. Treasury bonds, increases in interest rates following actions by the Federal Reserve and increases or volatility in mortgage interest rates

●general business conditions, as well as conditions within the financial markets

●general economic conditions, including unemployment levels, inflation rates, supply chain disruptions and slowdowns in economic growth

●general market conditions, including disruptions due to pandemics or significant health hazards, severe weather conditions, natural disasters, terrorist activities, financial crises, political crises, war and other military conflicts (including the ongoing military conflicts between Russia and Ukraine and in the Middle East) or other major events, or the prospect of these events

●average loan yields and average costs of interest-bearing deposits

●financial services industry conditions, including bank failures or concerns involving liquidity

●labor market conditions, including attracting, hiring, training, motivating and retaining qualified employees

●the legislative and regulatory climate, regulatory initiatives with respect to financial institutions, products and services, the Consumer Financial Protection Bureau (the CFPB) and the regulatory and enforcement activities of the CFPB

●monetary and fiscal policies of the U.S. Government, including policies of the FDIC, U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System (the Federal Reserve Board), and the effect of these policies on interest rates and business in our markets

●demand for financial services in the Corporation’s market areas

●the value of securities held in the Corporation’s investment portfolios

●the quality or composition of the loan portfolios and the value of the collateral securing those loans

●the inventory level, demand and fluctuations in the pricing of used automobiles, including sales prices of repossessed vehicles

●the level of automobile loan delinquencies or defaults and our ability to repossess automobiles securing delinquent automobile finance installment contracts

●the level of net charge-offs on loans and the adequacy of our allowance for credit losses

●the level of indemnification losses related to mortgage loans sold

●demand for loan products

●deposit flows

●the strength of the Corporation’s counterparties ●the availability of lines of credit from the FHLB and other counterparties

Table of Contents

●the soundness of other financial institutions and any indirect exposure related to the closing of other financial institutions and their impact on the broader market through other customers, suppliers and partners, or that the conditions which resulted in the liquidity concerns experienced by closed financial institutions may also adversely impact, directly or indirectly, other financial institutions and market participants with which the Corporation has commercial or deposit relationships

●competition from both banks and non-banks, including competition in the automobile finance and marine and recreational vehicle finance markets

●services provided by, or the level of the Corporation’s reliance upon third parties for key services

●the commercial and residential real estate markets, including changes in property values

●the demand for residential mortgages and conditions in the secondary residential mortgage loan markets

●the Corporation’s technology initiatives and other strategic initiatives

●the Corporation’s branch expansion and consolidation plans

●cyber threats, attacks or events

●C&F Bank’s product offerings

●accounting principles, policies and guidelines, and elections made by the Corporation thereunder, including, for example, our adoption of the CECL methodology and the potential volatility in the Corporation’s operating results due the application of the CECL methodology

These risks and uncertainties, and the risks discussed in more detail in Item 1A. “Risk Factors,” of Part I of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023 should be considered in evaluating the forward-looking statements contained herein.

Readers should not place undue reliance on any forward-looking statement. There can be no assurance that actual results will not differ materially from historical results or those expressed in or implied by such forward-looking statements, or that the beliefs, assumptions and expectations underlying such forward-looking statements will be proven to be accurate. Forward-looking statements are made as of the date of this report and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which the statement was made, except as otherwise required by law.

Table of Contents

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Corporation’s primary component of market risk is interest rate volatility. Fluctuations in interest rates will affect the amount of interest income and expense the Corporation receives or pays on a significant portion of its assets and liabilities and the market value of its interest-earning assets and interest-bearing liabilities, excluding those which have a very short term until maturity. The Corporation does not subject itself to foreign currency exchange rate risk or commodity price risk due to the current nature of its operations. The Corporation has established a comprehensive enterprise risk management program to monitor risks related to its operations, including market risk, and the Corporation’s Chief Risk Officer has primary responsibility for the enterprise risk management program.

The Corporation’s Asset/Liability Committee meets at least quarterly with the primary objective of maximizing current and future net interest income within acceptable levels of interest rate risk while satisfying liquidity and capital requirements. Management recognizes that a certain amount of interest rate risk is inherent and appropriate. Thus the goal of interest rate risk management is to maintain a balance between risk and reward such that net interest income is maximized while risk is maintained at an acceptable level. The objective of the Corporation’s liquidity management is to meet the Corporation’s liquidity requirements by ensuring the continuous availability of funds to satisfy the credit needs of our customers and the demands of our depositors, creditors and investors. Stable core deposits and a strong capital position are the components of a solid foundation for the Corporation’s liquidity position. Management continuously monitors cash flows, including deposit flows, loan fundings and draws, securities payments and borrowing maturities, and the impact of changes in interest rates on these cash flows. Additionally, management tracks uninsured deposits, unpledged securities and unpledged loans among other liquidity metrics.

The Corporation assumes interest rate risk in the normal course of operations. The fair values of most of the Corporation’s financial instruments will change when interest rates change and that change may be either favorable or unfavorable to the Corporation. Management attempts to match maturities and repricing dates of assets and liabilities to the extent believed necessary to balance minimizing interest rate risk and increasing net interest income in current market conditions. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates, maturities and repricing dates of assets and liabilities and attempts to manage interest rate risk by adjusting terms of new loans, deposits and borrowings, by investing in securities with terms that manage the Corporation’s overall interest rate risk, and in some cases by using derivative contracts to reduce the Corporation’s overall exposure to changes in interest rates. The Corporation does not enter into interest rate-sensitive instruments for trading purposes.

We use simulation analysis to assess earnings at risk and economic value of equity (EVE) analysis to assess economic value at risk. These methods allow management to regularly monitor both the direction and magnitude of the Corporation’s interest rate risk exposure. These modeling techniques involve assumptions and estimates that inherently cannot be measured with complete precision. Key assumptions in the analyses include maturity and repricing characteristics of both assets and liabilities, prepayments on amortizing assets, other embedded options, non-maturity deposit sensitivity and loan and deposit pricing. These assumptions are inherently uncertain due to the timing, magnitude and frequency of rate changes and changes in market conditions and management strategies, among other factors. However, the analyses are useful in quantifying risk and provide a relative gauge of the Corporation’s interest rate risk position over time.

Simulation analysis evaluates the potential effect of upward and downward changes in market interest rates on future net interest income. The analysis involves changing the interest rates used in determining net interest income over the next twelve months. The resulting percentage change in net interest income in various rate scenarios is an indication of the Corporation’s shorter-term interest rate risk. The analysis utilizes a “static” balance sheet approach, which assumes changes in interest rates without any management response to change the composition of the balance sheet. The measurement date balance sheet composition is maintained over the simulation time period with maturing and repayment dollars being rolled back into like instruments for new terms at current market rates. Additional assumptions are applied to modify volumes and pricing under the various rate scenarios. These assumptions include loan prepayments, time deposit early withdrawals, the sensitivity of deposit repricing to changes in market rates, withdrawal behavior of non-maturing deposits, and other factors that management deems significant.

Table of Contents

The simulation analysis results, based on a measurement date balance sheet as of September 30, 2024, for hypothetical changes in net interest income over the next twelve months are presented in the table below.

One-Year Net Interest Income Simulation (dollars in thousands)


	Hypothetical Change in Net
	Interest Income
	Over the Next Twelve Months
	as of
	September 30, 2024				December 31, 2023
Assumed Market Interest Rate Shift	Dollars		Percentage		Dollars		Percentage
-300 BP shock	$	(8,709)	(7.86)	%	$	(8,372)	(8.22)	%
-200 BP shock		(5,619)	(5.07)			(5,137)	(5.04)
-100 BP shock		(2,585)	(2.33)			(2,352)	(2.31)
+100 BP shock		677	0.61			1,081	1.06
+200 BP shock		1,132	1.02			2,094	2.06
+300 BP shock		1,474	1.33			3,013	2.96

These results indicate that the Corporation would expect net interest income to decrease over the next twelve months assuming an immediate downward shift in market interest rates of 100 BP to 300 BP and to increase if rates shifted upward to the same degree. The simulation analysis results show the Corporation’s sensitivity to an upward shift in rates relative to a downward shift in rates was less pronounced as of September 30, 2024 compared to the results as of December 31, 2023 due primarily to shifts in the mix of deposits and borrowings.

The EVE analysis provides information on the risk inherent in the balance sheet that might not be taken into account in the simulation analysis due to the shorter time horizon used in that analysis. The EVE of the balance sheet is defined as the discounted present value of expected asset cash flows minus the discounted present value of the expected liability cash flows. The analysis involves changing the interest rates used in determining the expected cash flows and in discounting the cash flows. The resulting percentage change in net present value in various rate scenarios is an indication of the longer term repricing risk and options embedded in the balance sheet.

The EVE analysis results are presented in the table below.

Static EVE Change (dollars in thousands)


	Hypothetical Change in EVE
	as of
	September 30, 2024				December 31, 2023
Assumed Market Interest Rate Shift	Dollars		Percentage		Dollars		Percentage
-300 BP shock	$	(42,604)	(10.87)	%	$	(28,719)	(7.51)	%
-200 BP shock		(19,787)	(5.05)			(10,881)	(2.85)
-100 BP shock		(5,431)	(1.39)			(1,397)	(0.37)
+100 BP shock		(2,951)	(0.75)			(1,945)	(0.51)
+200 BP shock		(8,688)	(2.22)			(5,012)	(1.31)
+300 BP shock		(15,851)	(4.05)			(11,062)	(2.89)

These results as of September 30, 2024 indicate that the EVE would decrease assuming an immediate downward shift in market interest rates of 100 BP to 300 BP, and would decrease assuming an immediate upward shift in market interest rates of 100 BP to 300 BP. As of September 30, 2024, the Corporation’s EVE is more sensitive to changes in rates compared to its position as of December 31, 2023 due primarily to shifts in the mix of earning assets and in the mix of deposits and borrowings, which impacted the overall duration of both assets and liabilities. The lower interest rate environment as of September 30, 2024 compared to December 31, 2023 increased the prepayment expectations of certain earning assets, which also contributed to the Corporation’s EVE sensitivity to changes in rates.

Certain shortcomings are inherent in the methodology used in the above interest rate risk analyses. Modeling changes in forecasted cash flows and EVE requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates, and certain assumed scenarios may be impractical to model under different economic circumstances.

Table of Contents

In a falling rate environment, the analyses assume that rate-sensitive assets are repriced downward, subject to floors on certain loans, while certain deposit rates are not allowed to decrease below zero.

The Corporation uses interest rate swaps to manage select exposures to interest rate risk. Interest rate swaps involve the exchange of fixed and variable rate interest payments between two parties, based on a common notional principal amount and maturity date with no exchange of underlying principal amounts. The Corporation has interest rate swaps that qualify as cash flow hedges. The cash flow hedges effectively modify the Corporation’s exposure to interest rate risk associated with the Corporation’s trust preferred capital notes by converting variable rates of interest on the trust preferred capital notes to fixed rates of interest for periods ending between June 2026 and June 2029. Also, as part of the Corporation’s overall strategy for maximizing net interest income while managing interest rate risk, the Corporation enters into interest rate swaps in connection with originating loans to certain commercial borrowers as a means to offer a fixed-rate instrument to the borrower while effectively retaining a variable-rate exposure.

The mortgage banking segment enters into IRLCs with customers to originate loans for which the interest rates are determined prior to funding. The mortgage banking segment then mitigates interest rate risk on these IRLCs and loans held for sale by entering into forward sales contracts with investors at the time that interest rates are locked for loans to be delivered on a best efforts basis. IRLCs are derivative financial instruments.

We believe that our current interest rate exposure is manageable and does not indicate any significant exposure to interest rate changes.

ITEM 4.CONTROLS AND PROCEDURES

The Corporation’s management, including the Corporation’s Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures were effective as of September 30, 2024 to ensure that information required to be disclosed by the Corporation in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Corporation’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Corporation or its subsidiary to disclose material information required to be set forth in the Corporation’s periodic reports.

There were no changes in the Corporation’s internal control over financial reporting during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1A.RISK FACTORS

There have been no material changes in the risk factors faced by the Corporation from those disclosed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023.

Table of Contents

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The Corporation’s Board of Directors authorized a program, effective January 1, 2024, to repurchase up to $10.0 million of the Corporation’s common stock through December 31, 2024 (the 2024 Repurchase Program). Repurchases under the 2024 Repurchase Program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act and shares repurchased will be returned to the status of authorized and unissued shares of common stock. There were 60,520 shares repurchased under the 2024 Repurchase Program during the third quarter of 2024. As of September 30, 2024, the Corporation has made aggregate common stock repurchases of 149,594 shares for an aggregate cost of $7.3 million under the 2024 Repurchase Program.

The following table summarizes repurchases of the Corporation’s common stock that occurred during the three months ended September 30, 2024.


					Maximum Number
					(or Approximate
				Total Number of	Dollar Value) of
				Shares Purchased as	Shares that May Yet
				Part of Publicly	Be Purchased
	Total Number of	Average Price Paid		Announced Plans or	Under the Plans or
	Shares Purchased1	per Share		Programs	Programs
July 1, 2024 - July 31, 2024	28,125	$	49.78	28,057	$	4,575,782
August 1, 2024 - August 31, 2024	22,274	$	56.13	22,218	$	3,328,607
September 1, 2024 - September 30, 2024	10,245	$	58.36	10,245	$	2,730,731
Total	60,644	$	53.56	60,520

1	During the three months ended September 30, 2024, 124 shares were withheld upon the vesting of restricted shares granted to employees of the Corporation and its subsidiaries in order to satisfy tax withholding obligations.

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Table of Contents

ITEM 6.EXHIBITS


3.1	Amended and Restated Articles of Incorporation of C&F Financial Corporation, effective March 7, 1994 (incorporated by reference to Exhibit 3.1 to Form 10-Q filed November 8, 2017)

3.1.1	Amendment to Articles of Incorporation of C&F Financial Corporation, effective January 8, 2009 (incorporated by reference to Exhibit 3.1.1 to Form 8-K filed January 14, 2009)

3.2	Amended and Restated Bylaws of C&F Financial Corporation, as adopted December 15, 2020 (incorporated by reference to Exhibit 3.1 to Form 8-K filed December 17, 2020)

31.1	Certification of CEO pursuant to Rule 13a-14(a)

31.2	Certification of CFO pursuant to Rule 13a-14(a)

32	Certification of CEO/CFO pursuant to 18 U.S.C. Section 1350

101	The following financial statements from the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL, filed herewith: (i) the Consolidated Balance Sheets (unaudited), (ii) the Consolidated Statements of Income (unaudited), (iii) the Consolidated Statements of Comprehensive Income (unaudited), (iv) the Consolidated Statements of Equity (unaudited), (v) the Consolidated Statements of Cash Flows (unaudited) and (vi) the Notes to Consolidated Financial Statements (unaudited)

104	The cover page from the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL (included within Exhibit 101)

Table of Contents

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.


		C&F FINANCIAL CORPORATION
			(Registrant)

Date:	November 4, 2024	By:	/s/ Thomas F. Cherry
			Thomas F. Cherry
			President and Chief Executive Officer
			(Principal Executive Officer)

Date:	November 4, 2024		/s/ Jason E. Long
			Jason E. Long
			Executive Vice President, Chief Financial Officer and Secretary
			(Principal Financial and Accounting Officer)

EX-31.1 2 cffi-20240930xex31d1.htm EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Thomas F. Cherry, certify that:

1. I have reviewed this quarterly report on Form 10-Q of C&F Financial Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date	November 4, 2024

		/s/ Thomas F. Cherry
		Thomas F. Cherry
		President and Chief Executive Officer

EX-31.2 3 cffi-20240930xex31d2.htm EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Jason E. Long, certify that:

1. I have reviewed this quarterly report on Form 10-Q of C&F Financial Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

4
Date	November 4, 2024

		/s/ Jason E. Long
		Jason E. Long
		Executive Vice President, Chief Financial Officer and Secretary

EX-32 4 cffi-20240930xex32.htm EX-32

Exhibit 32

CERTIFICATION

The undersigned, as the chief executive officer and the chief financial officer of C&F Financial Corporation, respectively, certify that to the best of their knowledge and belief the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, which accompanies this certification, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of C&F Financial Corporation at the dates and for the periods indicated. The foregoing certification is made pursuant to §906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), and shall not be relied upon for any other purpose. The undersigned expressly disclaim any obligation to update the foregoing certification except as required by law.


Date	November 4, 2024

		/s/ Thomas F. Cherry
		Thomas F. Cherry
		President and Chief Executive Officer


Date	November 4, 2024

		/s/ Jason E. Long
		Jason E. Long
		Executive Vice President, Chief Financial Officer and Secretary