SUFFOLK, Va. and HAMPTON, Va., Aug. 14, 2025 /PRNewswire/ -- Hampton Roads based TowneBank (NASDAQ: TOWN) and Old Point Financial Corporation (NASDAQCM: OPOF) ("Old Point"), the parent company of The Old Point National Bank of Phoebus ("Old Point National Bank"), today announced that they had received regulatory approval from the Federal Deposit Insurance Corporation (the "FDIC") and the Bureau of Financial Institutions of the Virginia State Corporation Commission to complete the proposed merger of Old Poin ...

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 June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from____________ to___________ Commission File Number: 000-12896 OLD POINT FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) (State or ot ...

Old Point Releases Second Quarter 2025 Results Hampton, VA, July 30, 2025 (PRNewswire) – Old Point Financial Corporation (the "Company" or "Old Point") (NASDAQ "OPOF") reported net income of $1.2 million with diluted earnings per common share of $0.24 for the second quarter of 2025 compared to net income of $2.2 million with diluted earnings per common share of $0.42 for the first quarter of 2025, and net income of $2.5 million with diluted earnings per common share of $0.50 for the second quarter of 2024. ...

Core Viewpoint - Old Point Financial Corporation's shareholders have approved the merger with TowneBank, marking a significant step towards the completion of the transaction, which is expected to finalize in the second half of 2025, pending regulatory approvals [1][2]. Company Overview - Old Point Financial Corporation (NASDAQ: OPOF) is the parent company of Old Point National Bank and Old Point Wealth Management, serving the Hampton Roads and Richmond regions of Virginia [3]. - Old Point National Bank is a community bank offering a variety of financial services, including checking, insurance, mortgage products, and commercial lending [3]. - Old Point Wealth Management is the largest wealth management provider in Hampton Roads, focusing on local asset management [3]. Merger Details - The merger is seen as a strategic partnership that will enhance value for shareholders and support community growth [2]. - The completion of the merger is subject to customary closing conditions, including regulatory approvals [1].

Financial Performance - Consolidated net income for Q1 2025 was $2.2 million, an increase of 25.7% from $1.7 million in Q1 2024, with diluted earnings per share rising to $0.42 from $0.34[128] - Return on average equity (ROE) for Q1 2025 was 7.50%, compared to 6.44% in Q1 2024[132] - Net interest income for Q1 2025 was $12.0 million, an increase of $467 thousand from Q1 2024, with a net interest margin (NIM) of 3.63%, up from 3.45% year-over-year[146] - Total noninterest income for Q1 2025 was $3.8 million, an increase of $625 thousand from Q1 2024, primarily due to gains on redemption of subordinated notes[163] - Noninterest expense decreased to $12.4 million in Q1 2025 from $12.7 million in Q1 2024, mainly due to reductions in salaries and employee benefits[164] - The adjusted operating earnings (non-GAAP) for the three months ended March 31, 2025, were $1.985 million, down from $2.880 million in the previous quarter[225] Assets and Loans - Total assets reached $1.5 billion as of March 31, 2025, reflecting a slight increase of $418 thousand or 0.03% from December 31, 2024[132] - Net loans held for investment were $1.0 billion, up $2.3 million or 0.2% from the previous quarter[132] - Total loans amounted to $1,012.8 million as of March 31, 2025, compared to $1,010.2 million at December 31, 2024[185] - Average loans for the three months ended March 31, 2025, totaled $1,076,894 thousand[193] - Average loans decreased by $64.0 million, or 5.9%, in Q1 2025 compared to Q1 2024, while average yields on loans increased by 18 basis points[148] Deposits - Total deposits increased by $2.6 million or 0.2% from December 31, 2024[132] - Total deposits reached $1.3 billion as of March 31, 2025, reflecting an increase of $2.6 million, or 0.2% from December 31, 2024[168] - Noninterest-bearing deposits rose by $15.7 million, or 4.4%, while time deposits decreased by $43.0 million, or 17.9%[168] - Average interest-bearing deposits in other banks increased by $45.5 million in Q1 2025 compared to Q1 2024, while the average yield on these deposits decreased by 107 basis points[150] Credit Quality - The Company recognized a provision for credit losses of $717 thousand in Q1 2025, significantly higher than $90 thousand in Q4 2024[132] - Non-performing assets increased to $4.2 million, a rise of 53.9% from $2.7 million at December 31, 2024[132] - The allowance for credit losses (ACL) was $12.0 million as of March 31, 2025, an increase from $11.6 million at December 31, 2024[186] - Loans past due 90 days or more and accruing interest increased by $1.2 million to $1.9 million as of March 31, 2025[185] - The ratio of net charge-offs to average loans was 0.03% for the three months ended March 31, 2025[193] Capital and Equity - Total stockholders' equity as of March 31, 2025, was $117.2 million, up 2.8% from $114.0 million on December 31, 2024[207] - The Common Equity Tier 1 Capital to Risk-Weighted Assets ratio was 13.04%, significantly above the regulatory minimum of 4.5%[211] - The Company issued $30.0 million of subordinated notes with a fixed interest rate of 3.5% for the first five years, qualifying as Tier 2 capital[212] Market and Economic Conditions - The Company is closely monitoring changes in the industry and market conditions that may affect liquidity, including potential impacts from rising market interest rates[215] - The impact of economic conditions, such as inflation and unemployment levels, is closely monitored as they affect customer behavior and loan demand[230] - Changes in the political landscape and regulatory policies may impact the Company's operations and financial performance[230] - The Company does not predict future interest rates or their exact effects on net interest income, emphasizing the uncertainty inherent in such projections[236] Proposed Merger - A proposed merger with TowneBank was announced, with shareholders to receive either $41.00 per share in cash or 1.14 shares of TowneBank common stock[130][131] - The Company faces significant risks related to the proposed Merger, including potential delays in regulatory approvals and adverse effects on business relationships[227]

Core Insights - Old Point Financial Corporation (OPOF) reported a 23.5% increase in net income for Q1 2025, reaching 42 cents per share compared to 34 cents per share in the same quarter last year [2] - The company's net income rose to $2.2 million, a 25.7% increase from $1.7 million in the prior year [3] - Total revenue increased to $15.9 million from $14.8 million year-over-year, with noninterest income rising 19.4% to $3.8 million [4] Financial Performance - Net interest income grew by 4.1% year-over-year to $12 million, with a net interest margin (NIM) of 3.63%, up from 3.45% [3] - Noninterest expense decreased by 2% to $12.4 million, leading to an improved adjusted efficiency ratio of 78.3% from 85.8% [5] - Return on average assets (ROA) increased to 0.61%, while return on average equity (ROE) improved to 7.50% [6] Business Metrics - Loan balances averaged $1 billion, down 5.9% year-over-year, but average loan yields increased by 18 basis points to 5.60% [8] - Total deposits grew by 0.2% to $1.3 billion, with noninterest-bearing and savings deposits increasing, while time deposits fell by 17.9% [9] Credit Quality - Non-performing assets (NPAs) rose to $4.2 million, or 0.29% of total assets, up from $2.2 million, or 0.15% [10] - The allowance for credit losses increased to 1.17% of total loans, up from 1.12% [10] Strategic Developments - The company announced a planned merger with TowneBank, which is expected to enhance growth opportunities and operational efficiencies [11] - Old Point repurchased and retired a subordinated note, generating a gain of $0.7 million and reducing subordinated debt by $3.7 million [12]

Financial Performance - Net income for the first quarter of 2025 was $2.2 million, a decrease of $722 thousand or 25.1% from the fourth quarter of 2024, but an increase of $441 thousand or 25.7% from the first quarter of 2024[1]. - Basic earnings per share decreased to $0.42 in Q1 2025 from $0.57 in Q4 2024, representing a decline of 26.3%[38]. - Adjusted Operating Earnings (non-GAAP) for Q1 2025 were $1,985 thousand, a decrease of 30.98% from $2,880 thousand in Q4 2024 but an increase of 15.59% from $1,717 thousand in Q1 2024[41]. - Diluted EPS (GAAP) was $0.42 in Q1 2025, down 26.32% from $0.57 in Q4 2024 and up 23.53% from $0.34 in Q1 2024[41]. - Noninterest income rose to $3,847 thousand in Q1 2025, up 18.6% from $3,244 thousand in Q4 2024[38]. - Total noninterest expense for Q1 2025 was $12,447 thousand, an increase of 2.98% from $12,088 thousand in the previous quarter[38]. Asset and Deposit Growth - Total assets were $1.5 billion as of March 31, 2025, increasing by $418 thousand or 0.03% from December 31, 2024[5]. - Total deposits increased by $2.6 million or 0.2% from December 31, 2024, with noninterest-bearing deposits rising by $15.7 million or 4.4%[8]. - Total deposits increased to $1,257,478 thousand as of March 31, 2025, compared to $1,254,914 thousand at December 31, 2024, showing a growth of 0.2%[36]. - Total assets increased to $1,450,988 thousand as of March 31, 2025, compared to $1,450,570 thousand in the previous quarter and $1,445,489 thousand a year ago[40]. Credit Quality and Losses - Provision for credit losses was $717 thousand for the first quarter of 2025, compared to $90 thousand in the fourth quarter of 2024[12]. - Non-performing assets totaled $4.2 million as of March 31, 2025, an increase of $1.5 million or 53.9% from December 31, 2024[11]. - Allowance for credit losses on loans was 1.17% of total loans as of March 31, 2025, compared to 1.13% in the previous quarter and 1.12% a year ago[40]. - Loans charged off during the quarter, net of recoveries, amounted to $351 thousand for the quarter ended March 31, 2025[40]. Return Metrics - Return on average equity (ROE) was 7.50% for the first quarter of 2025, down from 9.96% in the fourth quarter of 2024[5]. - Return on average assets (ROA) was 0.61% for the quarter ended March 31, 2025, down from 0.77% in the previous quarter and 0.48% a year ago[40]. - Return on average equity (ROE) decreased to 7.50% for the quarter ended March 31, 2025, compared to 9.96% in the previous quarter and 6.44% a year ago[40]. Dividends and Shareholder Information - The Company declared a dividend of $0.14 per share for the first quarter of 2025, representing a payout ratio of 33.0% of earnings per share[18]. - Cash dividends declared per share remained stable at $0.14 for Q1 2025, consistent with the previous quarter[38]. - Investors are encouraged to read the definitive proxy statement regarding the proposed transaction with TowneBank for important information[28]. Merger and Future Outlook - The Company entered into a merger agreement with TowneBank, subject to shareholder and regulatory approvals[2]. - The forward-looking statements include expectations regarding the proposed merger with TowneBank and anticipated future operations and financial performance[23]. - The Company is subject to significant risks and uncertainties that could materially affect its operations and future prospects, including the timely closing of the merger and regulatory approvals[25]. - The Company does not intend to update or clarify any forward-looking statements except as required by law, indicating a cautious approach to future projections[26]. Non-GAAP Financial Measures - The Company emphasizes the importance of non-GAAP financial measures to provide additional understanding of ongoing operations and enhance comparability with other financial periods[22]. - The book value per share of the Company's common stock was $22.96, and the tangible book value per share (non-GAAP) was $22.61 as of March 31, 2025[20]. - Total stockholders' equity (GAAP) increased to $117,217 thousand in Q1 2025 from $113,970 thousand in Q4 2024 and $107,630 thousand in Q1 2024[41].

Financial Performance - Old Point Financial Corporation reported net income of $2.2 million for Q1 2025, a decrease of 25.1% from $2.9 million in Q4 2024, but an increase of 25.7% from $1.7 million in Q1 2024 [1][12] - Diluted earnings per share were $0.42 for Q1 2025, down from $0.57 in Q4 2024 and up from $0.34 in Q1 2024 [1][12] - Adjusted operating earnings for Q1 2025 were $2.0 million, or $0.39 per diluted share, compared to $1.7 million, or $0.34 per share, for Q1 2024 [1] Balance Sheet and Asset Quality - Total assets increased to $1.5 billion as of March 31, 2025, up $418 thousand or 0.03% from December 31, 2024 [7][12] - Net loans held for investment rose to $1.0 billion, an increase of $2.3 million or 0.2% from December 31, 2024 [7][12] - Total deposits were $1.3 billion, up $2.6 million or 0.2% from December 31, 2024, with noninterest-bearing deposits increasing by $15.7 million or 4.4% [8][12] Non-Performing Assets and Credit Losses - Non-performing assets totaled $4.2 million as of March 31, 2025, an increase of 53.9% from $2.7 million at December 31, 2024 [10][12] - The provision for credit losses was $717 thousand for Q1 2025, significantly higher than $90 thousand in Q4 2024 and $80 thousand in Q1 2024 [11][12] Income and Expenses - Net interest income for Q1 2025 was $12.0 million, a decrease of $244 thousand or 2.0% from Q4 2024, but an increase of $468 thousand or 4.1% from Q1 2024 [14][12] - Total noninterest income was $3.8 million for Q1 2025, compared to $3.2 million for both Q4 2024 and Q1 2024 [17][12] - Noninterest expense totaled $12.4 million for Q1 2025, an increase from $12.1 million in Q4 2024 but a decrease from $12.7 million in Q1 2024 [18][12] Capital Management - The Company declared a dividend of $0.14 per share for Q1 2025, consistent with Q4 2024, representing a payout ratio of 33.0% of earnings per share [19][12] - Total stockholders' equity increased to $117.2 million as of March 31, 2025, up $3.2 million or 2.8% from December 31, 2024 [9][12] Merger Agreement - On April 2, 2025, Old Point Financial Corporation entered into a merger agreement with TowneBank, subject to shareholder and regulatory approvals [2][3] - The merger is expected to provide a stronger platform for growth and enhanced value for shareholders, customers, and employees [5][12]

Group 1 - Monteverde & Associates PC is investigating Old Point Financial Corporation in relation to its proposed merger with TowneBank, where shareholders can choose to receive $41.00 in cash or 1.1400 shares of TowneBank common stock for each share of Old Point outstanding common stock [1] - The firm has a successful track record in recovering millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - Monteverde & Associates PC operates from the Empire State Building in New York City and is a national class action securities firm with experience in trial and appellate courts, including the U.S. Supreme Court [2][3] Group 2 - The firm encourages shareholders of Old Point Financial Corporation to reach out for additional information or concerns regarding the merger [3] - The firm emphasizes that no company, director, or officer is above the law, highlighting its commitment to shareholder rights [3] - Contact information for Juan Monteverde, Esq. is provided for shareholders seeking further assistance [3]

Core Points - TowneBank has signed a definitive agreement to acquire Old Point Financial Corporation and its subsidiary, The Old Point National Bank of Phoebus, enhancing its position in the Hampton Roads MSA with a strong core deposit franchise [1][2] - The combined company, post-acquisition, is projected to have total assets of $19.5 billion, loans of $13.1 billion, and deposits of $16.3 billion as of December 31, 2024, with an expected 10% accretion to earnings per share [2][4] - Old Point shareholders can choose to receive either $41.00 in cash or 1.1400 shares of TowneBank common stock for each share of Old Point, resulting in an aggregate transaction value of approximately $203 million [3][4] Company Overview - TowneBank, founded in 1999, operates over 50 banking offices across Hampton Roads and Central Virginia, with total assets of $17.25 billion as of December 31, 2024 [6][7] - Old Point Financial Corporation, headquartered in Hampton, Virginia, operates 13 branch offices and offers a full range of retail and commercial financial services, including mortgage and insurance products [8]